Monster Beverage (MNST) 10-K risk factor changes: FY2020 vs FY2019

In addition, [added: except for a handful of countries,] TCCC [removed: has become] [added: is] our preferred distribution partner [removed: globally] [added: globally,] with members of TCCC’s network distributing our products internationally, including in Africa, Asia, Canada, Central and South America, Europe, Mexico and the Middle East.

As we [removed: continue] [added: progress] our international expansion, we expect TCCC’s distribution network to continue as our preferred distribution partner globally.

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

While we believe that these agreements incentivize TCCC to take steps to ensure that our products receive the appropriate attention in the TCCC distribution system, [removed: there can be no assurance of this as] disagreements as to the interpretation of the provisions in such agreements [added: have arisen and] may arise [removed: and TCCC is a much larger company with many strategic priorities.][added: in the future.]

As TCCC [removed: proceeds to launch] [added: markets] Coca-Cola Energy in additional territories, we may encounter difficulties in maintaining distributor attention, market share or position in the energy drink category in such territories, [added: and bottlers/distributors may reduce the number of our SKUs they carry or impose limitations on distributing new product SKUs,] which could adversely affect our business and operating results.

[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. [added: |]

Virtually all of our sales are derived from our energy drinks, including our Monster Energy® brand energy drinks, our Reign Total Body [removed: FuelTM] [added: Fuel®] energy drinks and our Strategic Brands energy drinks (including our affordable brand energy drinks, principally Predator®).

The increasing number of competitive products and limited amount of shelf [removed: space] [added: space, including] in [added: beverage coolers, in] retail stores may adversely impact our ability to gain or maintain our share of sales in the marketplace.

[added: In particular,] TCCC’s ownership could [removed: also] have an effect on the Company’s ability to engage in a change in control transaction.

The interests of TCCC may be different from or conflict with the interests of the Company’s other [removed: shareholders] [added: stockholders] and, as a result, TCCC’s influence may result in the delay or prevention of potential actions or [removed: transactions, including a potential change of management or control of the Company, even if such action or transaction may be beneficial to the Company’s other shareholders.][added: transactions.]

[added: | | ● |] Changes in government regulation, or failure to comply with existing regulations, could adversely affect our business, financial condition and results of operations. [added: |]

For a discussion of certain of such legislation, see “Part I, Item 1 – Business – Government Regulation.” Furthermore, additional legislation may be introduced in the United States and other countries at the federal, state, [removed: local and] [added: local,] municipal [added: and supranational] level in respect of each of the foregoing subject areas.

For instance, on January 1, 2020, a reform to a Mexican excise tax went into effect that expanded the definition of an “energy drink” subject to this tax to include products with any amount of caffeine (the prior version of the tax required a threshold of 20 milligrams of caffeine per 100 millimeters for the tax to be applicable) and “taurine or glucuronolactone or thiamine and/or any other substance that produces similar stimulating effects.” Public health officials and health advocates are increasingly focused on the [added: public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages.]

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 Act; the Occupational Safety and Health Act; various environmental statutes; data privacy laws; California Proposition 65; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, [removed: labeling] [added: labeling, packaging] and ingredients of such products.

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

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

[added: | | ● |] Litigation regarding our products, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results. [added: |]

We have been and are a party, from time to time, to various litigation claims and legal proceedings, including, but not limited to, intellectual property, fraud, unfair business practices, false advertising, product liability, breach of contract claims, [added: claims from prior distributors, labor and employment matters, personal injury matters, consumer class actions,] securities actions and shareholder derivative actions.

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 noncompliant with local law, or that our products are in any way unsafe and we vigorously defend [removed: these] [added: such] lawsuits.

[added: | | ● |] Criticism of our energy drink products and/or criticism or a negative perception of energy drinks generally, could adversely affect us. [added: |]

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

[added: | | ● |] Increased competition in the beverage industry and changing retail landscape could hurt our business. [added: |]

Important factors affecting our ability to compete successfully include the [added: efficacy,] taste and flavor of our products, trade and consumer promotions, rapid and effective development of new and unique cutting edge products, attractive and different packaging, branded product advertising and pricing.

The rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, and closures of physical retail operations, [added: particularly during, and potentially following, the COVID-19 pandemic,] may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases.

[added: | | ● |] Our inability to innovate successfully and to provide new cutting edge products could adversely affect our business and financial results. [added: |]

[added: | | ● |] Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations. [added: |]

Included in the foregoing are [added: long-term] uncertainties surrounding the United Kingdom’s withdrawal from the European Union on January 31, 2020 (commonly referred to as “Brexit”) and any resulting increases in tariffs, importation restrictions, out of stocks, volatility in currency exchange rates, including the valuation of the euro and the British pound in particular, changes in the laws and regulations applied in the United Kingdom or impacts on economic and market conditions in the United Kingdom, the European Union and its member states and elsewhere.

[added: | | ● |] Changes in consumer product and shopping preferences may reduce demand for some of our products. [added: |]

In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of [added: efficacy,] taste, quality and price, although there can be no assurance of our ability to do so.

[added: The beverages we currently] market are in varying stages of their product lifecycles, and there can be no assurance that such beverages will become or remain profitable for us.

Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms, we may be unable to address or anticipate changes in consumer shopping [removed: preferences.][added: preferences or engage with our customers on their preferred platforms.]

[added: | | ● |] Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets. [added: |]

We have continued expanding our operations internationally into a variety of new [removed: markets, including launches in China and various African and Middle Eastern countries.][added: markets.]

Our [removed: gross] [added: net] sales to customers outside of the United States were approximately 33%, [removed: 31%] [added: 32%] and [removed: 28%] [added: 29%] of consolidated [removed: gross] [added: net] sales for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

We face and will continue to face substantial risks associated with having foreign operations, including: economic and/or political instability in our international markets; [removed: unfavorable] [added: fluctuations in] foreign currency exchange rates; 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.

[added: | | ● |] Global or regional catastrophic events could impact our operations and affect our ability to grow our business. [added: |]

Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, [added: protests and demonstrations,] large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where our products are distributed, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious [removed: diseases.][added: diseases (such as the COVID-19 pandemic).]

[added: | | ● |] Fluctuations in foreign currency exchange rates may adversely affect our operating results. [added: |]

Foreign currency transaction losses were [removed: $4.1] [added: $11.2] million, [removed: $4.0] [added: $4.1] million and [removed: $3.3] [added: $4.0] million for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

[added: | | ● |] Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses. [added: |]

Risk Factors Summary

The following is a summary of the principal risks that could materially adversely affect our business, reputation, financial condition and/or operating results.

You should read this summary together with the more detailed description of each risk contained below.

_Operational and Industry Risks_

| | ● | The COVID-19 pandemic has had, and we expect will continue to have, certain impacts on our business and operations. Such impacts may have a material adverse or other effect on our business and results of operations. |

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| | ● | 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. |

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| | ● | We rely on bottlers and other contract packers to manufacture our products. If we are unable to maintain good relationships with our bottlers and contract packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer. |

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| | ● | We rely on bottlers and distributors to distribute our products. If we are unable to maintain good relationships with our existing bottlers and distributors and/or secure such bottlers and distributors, our business could suffer. |

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| | ● | If we are not able to pass on increases in the costs of raw materials, including aluminum cans and/or ingredients and/or fuel and/or costs of co-packing, such inability could harm our business and result in a higher cost base. Shortages of raw materials including aluminum cans and/or ingredients and/or fuel and/or costs of co-packing could have a material adverse effect on our business and results of operations. |

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| | ● | The costs of packaging supplies are subject to price increases from time to time, and we may be unable to pass all or some of such increased costs on to our customers. |

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_Government Regulation and Litigation Risks_

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_Intellectual Property, Information Technology and Data Privacy Risks_

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| | ● | We must continually maintain, protect and/or upgrade our information technology systems, including protecting us from internal and external cybersecurity threats. |

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| | ● | If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results. |

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_Financial Risks_

In October 2018, the Company and TCCC mutually agreed to submit to arbitration before the American Arbitration Association the issue of whether TCCC is permitted to manufacture, market, sell or distribute three energy drink products it developed.

On June 28, 2019, the arbitration tribunal issued a final award in favor of TCCC.

TCCC launched Coca-Cola Energy in Europe in 2019 and in the United States in 2020.

Moreover, it is possible that we may fail to recognize the expected benefits of the new distribution arrangements regardless of TCCC’s priorities or the priorities of the members of TCCC’s distribution system.

Domestically, our energy drinks compete directly with Red Bull, Rockstar, Amp, Venom, VPX Redline, Xenergy, Xyience, MiO Energy, Rip It, Starbucks Doubleshot, Starbucks Doubleshot Energy Plus Coffee, Starbucks Tripleshot, Costa Coffee, Nescafe, Rockstar Roasted, VPX Bang, V8+ Energy, UPTIME, hi*ball, CELSIUS, C4, Quake, Adrenaline Shoc, Coca-Cola Energy, 5-Hour Energy Shots, Stacker 2, 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, Gatorade Bolt 24, Mountain Dew, Mountain Dew Amp Game Fuel and Mountain Dew Kickstart.

Internationally, our energy drinks compete with Red Bull (including non-carbonated Red Bull in China and Asia), Rockstar, V-Energy, Lucozade, Coca-Cola Energy and numerous local and private-label brands that usually differ from country to country, such as HELL, Amper, 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, Guarana, M-150, Lipovitan, Bacchus, Volt, Bolt, Mr. Big, Boom, Raptor, Amp, Fusion, Hi-Tiger, Eastroc Super Drink, Carabao, Power Horse, XL, Crazy Tiger, Effect, Missile, NOCCO, Adrenaline Rush, Real Gold, War Horse, BLU and a host of other international brands.

Our Java Monster®, Espresso Monster® and Caffé Monster® product lines compete directly with Starbucks Frappuccino, Starbucks Doubleshot, Starbucks Doubleshot Energy Plus Coffee, Starbucks Tripleshot and other Starbucks coffee drinks, Costa Coffee, Nescafe, Douwe Egberts Coffee, Emmi CAFFÈ, Bang Keto Coffee, Rockstar Roasted, Dunkin Donuts, Gold Peak Tea, Stok, High Brew, McCafé, hi*ball and International Delight.

Our Muscle Monster® product line competes directly with Muscle Milk, Core Power, Premier Protein, Kellogg’s Special K Protein, Bolthouse Farms Protein, EAS AdvantEDGE, EAS Myoplex, Gatorade G Series 03 Recover and PowerBar.

Our Monster Hydro® and Monster HydroSport Super Fuel® product lines compete directly with Vitamin Water, Sparkling Ice, Bai, Propel, Vita Coco, Lucozade, Powerade, Gatorade Bolt 24 and BODYARMOR.

Our Reign Total Body FuelTM and Reign InfernoTM Thermogenic Fuel high performance energy drinks compete with VPX Bang, Adrenaline Shoc, C4, Quake, Rockstar XDURANCE and CELSIUS in the performance energy category.

The Company, in several markets, owns multiple potentially competing brands in the energy drink category, which could adversely impact our business and results of operations in those markets.

Our various Monster Energy® brand energy drinks compete with one another, and, in several markets, our Monster Energy® brand energy drinks and Strategic Brands compete with each other.

We may encounter difficulties managing different and potentially competing brands in such shared markets, which could adversely impact our business and results of operations.

TCCC is a significant shareholder of the Company and may have interests that are different from the Company’s other shareholders (including current shareholders of the Company).

As of February 20, 2020, TCCC owned common shares of the Company representing approximately 19% of the total number of the Company’s outstanding common shares.

public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages.

For example, in January 2013, the 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.

These legislators ultimately released a 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.

In addition, other organizations, such as the European Food Safety Authority, have also published reports, studies, articles and opinions on caffeine and energy drinks.

In particular, we have been and are currently named as a defendant in 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 we intend to vigorously defend such lawsuits.

The beverages we currently

_Our business and operations, and the operations of our suppliers, may be adversely affected by the recent coronavirus (or COVID-19) outbreak._

We and our suppliers currently globally source certain ingredients for our products from third-party manufacturers in Wuhan (Hubei Province) and other parts of China, manufacture finished goods through third-party bottlers and co-packers

in China and have employees in China.

The recent outbreak of respiratory illness caused by the coronavirus (or COVID-19), and other adverse public health developments, could adversely affect our business and cause disruptions due to the closure or suspension of activities at such third-party manufacturers as well as at our co-packing facilities and our China office.

Certain aspects of our operations currently in China may need to be moved, even temporarily, to other locations.

In addition, the outbreak, together with any accompanying special government measures, including general movement restrictions, travel restrictions and business closures imposed to slow its spread, could adversely impact the growth of our business in China and affect demand for our products, negatively impacting our results of operations and financial condition.

term capacity may not be available for such products either at commercially reasonable rates and/or costs and/or within a reasonably short time period, if at all.

Our third-party flavor suppliers

Ingredient sourcing delays following the coronavirus (or COVID-19) outbreak could also interfere with and/or delay production of certain of our products.

If we do not maintain sufficient inventory levels, if we are unable to deliver our products to our customers in sufficient quantities, and/or if our customers’ or retailers’ inventory levels are too high, our operating results could be adversely affected.

These changes in the prices we pay

In 2019, Vital Pharmaceuticals, Inc. (“VPX”) announced its intention to launch its own line of “Reign”-branded energy drinks in 16-ounce cans to be sold in convenience stores.

We filed an expedited motion for a preliminary injunction to stop this product launch and to prevent this infringement of our trademarks, and in January 2020 the magistrate judge issued a report and recommendation that the injunction be granted in our favor.

that have a differing point of view and could result in adverse media and consumer reaction, including product boycotts.

As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.

We, our bottlers and our

and operating expenses.

| | ● | _Market Risks_ – information about market risks and risk management. (See “Forward-Looking Statements” and “Part II, Item 7A – [removed: Quantitative and] Qualitative [added: and Quantitative] Disclosures About Market Risks”). |

| ● Monster Energy® ● Monster Energy Ultra® ● Monster Rehab® ● Monster MAXX® ● Java Monster® ● Muscle Monster® ● Espresso Monster® ● Punch Monster® ● Juice Monster® ● Monster Hydro® [added: Energy Water] ● Monster [added: Hydro® Super Sport ● Monster] HydroSport Super Fuel® ● Monster [added: Super Fuel® ● Monster] Dragon Tea® ● [removed: Caffé Monster® ●] Reign Total Body [removed: FuelTM] [added: Fuel®] ● Reign [removed: InfernoTM] [added: Inferno®] Thermogenic Fuel | | ● NOS® ● Full Throttle® ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Gladiator® ● Samurai® ● Live+® ● Predator® [added: ● Fury®] |

Our net sales of [removed: $4.20] [added: $4.60] billion for the year ended December 31, [removed: 2019] [added: 2020] represented record annual net sales.

Net sales for the year ended December 31, 2019 were positively impacted by approximately $101.9 million as a result of a price increase effective from November 1, 2018 in the United States (“the U.S. Price Increase”) and effective from February 1, 2019 in Canada (the [removed: “Canada Price Increase”), on certain of our Monster Energy® brand energy drinks.]

Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately [removed: $69.2] [added: $48.2] million for the year ended December 31, [removed: 2019.][added: 2020.]

Net sales of our Monster Energy® Drinks segment were [removed: $3.90] [added: $4.31] billion for the year ended December 31, [removed: 2019.][added: 2020.]

Net sales of our Strategic Brands segment were [removed: $274.9] [added: $266.4] million for the year ended December 31, [removed: 2019.][added: 2020.]

Our Monster Energy® Drinks segment represented [removed: 92.9%] [added: 93.6%] and [removed: 91.9%] [added: 92.9%] of our net sales for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Our Strategic Brands segment represented [removed: 6.5%] [added: 5.8%] and [removed: 7.5%] [added: 6.5%] of our net sales for the [removed: year] [added: years] ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Our Other segment represented [removed: 0.5% and] 0.6% [added: and 0.5%] of our net sales for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Monster Energy® Drinks segment of approximately [removed: $59.6] [added: $44.0] million for the year ended December 31, [removed: 2019.][added: 2020.]

Net changes in foreign currency exchange rates had an unfavorable impact on [removed: net sales] [added: gross billings] in the Strategic Brands segment of approximately $9.6 million for the year ended December 31, 2019.

[removed: Gross] [added: Net] sales to customers outside the United States amounted to [removed: $1.62] [added: $1.51] billion, [removed: $1.36] [added: $1.33] billion and $1.09 billion for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

Such sales were approximately 33%, [removed: 31%] [added: 32%] and [removed: 28%] [added: 29%] of [removed: gross] [added: net] sales for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

Our customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience chains, foodservice customers, value stores, e-commerce [added: retailers and the military.]

Percentages of our gross [removed: sales] [added: billings] to our various customer types for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] are reflected below.

| ​ | | [removed: 2019] [added: 2020] | | [removed: 2018] | [added: 2019] | [removed: 2017] | [added: | 2018 | | | 2017 | | | 2016 | |]

| U.S. full service bottlers/distributors | | [removed: 58%] [added: 56%] | ​ | [removed: 61%] [added: 58%] | ​ | [removed: 63%] [added: 61%] |

| International full service bottlers/distributors | | [removed: 33%] [added: 34%] | ​ | [removed: 31%] [added: 33%] | ​ | [removed: 28%] [added: 31%] |

| Club [removed: stores, mass merchandisers] [added: stores] and e-commerce retailers | | [removed: 7%] [added: 8%] | ​ | [removed: 6%] [added: 7%] | ​ | [removed: 7%] [added: 6%] |

| Retail grocery, [added: direct convenience,] specialty chains and wholesalers | | 1% | ​ | 1% | ​ | 1% |

| Other | [added: ​] | [removed: 1%] | [added: — |] ​ | [removed: 1%] | [added: — |] ​ | [removed: 1%] | [added: — | ​ | | — | ​ | | — |]

Our customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes Coca-Cola Bottling, LLC, Great Lakes Coca-Cola Distribution, LLC, Coca-Cola Southwest Beverages LLC, The Coca-Cola Bottling Company of Northern New England, Inc., Swire Pacific Holdings, Inc. (USA), Liberty Coca-Cola Beverages, LLC, Coca-Cola European Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Coca-Cola Amatil, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa, Coca-Cola İçecek and certain other TCCC network bottlers, Asahi Soft Drinks, Co., Ltd., [removed: Kalil Bottling Group (until March 5, 2019), Big Geyser, Inc. (until April 5, 2019),] Wal-Mart, Inc. (including Sam’s [removed: Club) and] [added: Club),] Costco Wholesale [removed: Corporation.][added: Corporation and Amazon.com, Inc. A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and consolidated results of operations.]

[removed: TCCC, through the TCCC Subsidiaries,] [added: Coca-Cola Consolidated, Inc.] accounted for approximately [removed: 2%, 3%] [added: 12%, 13%] and [removed: 18%] [added: 13%] of our net sales for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

[removed: Accordingly, our] [added: Operating income as a] percentage of net sales [removed: to the TCCC Subsidiaries significantly decreased] [added: was 35.5% and 33.4%] for the years ended December 31, [removed: 2019, 2018] [added: 2020] and [removed: 2017.][added: December 31, 2019, respectively.]

Coca-Cola [removed: Consolidated, Inc.] [added: European Partners] accounted for approximately [removed: 13%] [added: 10%] of our net sales for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

Reyes Coca-Cola Bottling, LLC accounted for approximately 11%, [removed: 12%] [added: 11%] and [removed: 6%] [added: 12%] of [removed: the Company’s] [added: our] net sales for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

| | ● | _International Growth_ – The introduction, development and sustained profitability of our Monster Energy® brand internationally remains a key value driver for our corporate growth. One or more of our products are distributed in approximately [removed: 153] [added: 154] countries and territories worldwide. |

| | ● | _Profitable Growth_ – We believe “functional” value-added [added: beverage] brands supported by marketing and innovation and targeted to a diverse consumer base, drive profitable growth. We continue to broaden our family of products to provide more alternatives to consumers and launched Reign Total Body [removed: FuelTM] [added: Fuel®] high performance energy drinks in the first quarter of 2019. We are focused on increasing the profit margins for both our Monster Energy® Drinks segment and our Strategic Brands segment, and believe that tailored branding, packaging, pricing and distribution channel strategies help achieve profitable growth. We are implementing these strategies with a view to continuing profitable growth. |

[removed: Gross and net] [added: Net] sales, gross profit, operating income, net income and net income per share represent key measurements of the above value drivers.

These measurements will continue to be a key management focus in [removed: 2020] [added: 2021] and beyond (See “Part II, Item 7 – Results of Operations – Results of Operations for the Year Ended December 31, [removed: 2019,] [added: 2020,] Compared to the Year Ended December 31, [removed: 2018”).][added: 2019”).]

As of December 31, [removed: 2019,] [added: 2020,] the Company had working capital of [removed: $1.66] [added: $2.39] billion compared to [removed: $1.20] [added: $1.66] billion as of December 31, [removed: 2018.][added: 2019.]

The increase in working capital was primarily the result of the [removed: $1.12] [added: $1.41] billion of net income earned during the year ended December 31, [removed: 2019.][added: 2020.]

For the year ended December 31, [removed: 2019,] [added: 2020,] our net cash provided by operating activities was approximately [removed: $1.11] [added: $1.36] billion as compared to [removed: $1.16] [added: $1.11] billion for the year ended December 31, [removed: 2018.][added: 2019.]

Principal uses of cash flows in [removed: 2019,] [added: 2020,] were purchases of investments, repurchase of our common stock, development of our Monster Energy® brand internationally and acquisitions of [added: real property,] property and equipment.

Looking forward, our management has identified certain challenges and risks for the beverage industry and the Company, including our significant commercial relationship with TCCC and TCCC’s status as a significant [removed: shareholder] [added: stockholder] of the Company, in each case as described above under “Part I, Item 1A – Risk Factors.”

| | ● | [removed: increase] [added: increases] in costs of raw materials used by us; |

| | ● | restrictions on imports and sources of supply, duties or tariffs, changes in related government regulations and disruptions in the timely import or export of our products and/or ingredients due to port [removed: strikes,] [added: strikes and/or port congestion, delays due to the COVID-19 pandemic,] related labor issues or other importation impediments; |

| | ● | limitations on available quantities of aluminum cans in [removed: general as well as] [added: general, and in particular, in] certain package [removed: containers and lids] [added: configurations] such as the aluminum 24-ounce cap can and [added: 550ml aluminum can utilizing BRE] resealable lids; |

| | ● | the [added: long-term] impact of Brexit on our business in Europe and the United Kingdom; and |

| | ● | _The COVID-19 Pandemic_ – a discussion of the impact of the COVID-19 pandemic on our business employees and operations; |

The COVID – 19 Pandemic

The current COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting our employees, communities and business operations, as well as the global economy and financial markets.

The human and economic consequences of the COVID-19 pandemic as well as the measures taken or that may be taken in the future by governments, and consequently businesses (including the Company and its suppliers, full service beverage bottlers/distributors (“bottlers/distributors”), co-packers and other service providers) and the public at large to limit the COVID-19 pandemic, has directly and indirectly impacted our business.

The duration and severity of this impact will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning the COVID-19 pandemic, the actions taken to limit its spread and the economic impact on local, regional, national and international markets.

See “Part I, Item 1A – Risk Factors.”

We have been actively addressing the COVID-19 pandemic with a global task force team working to mitigate the potential impacts to our people and business.

_Health and Safety of our Employees and Business Partners_

From the beginning of the COVID-19 pandemic, our top priority has been the health, safety and well-being of our employees.

Early in March 2020, we implemented global travel restrictions and work-from-home policies for employees who are able to work remotely.

For those employees who are unable to work remotely, safety precautions have been instituted, which were developed and adopted in line with guidance from public health authorities and professional consultants.

Currently, certain of our offices have partially reopened in the U.S. and in certain countries, and generally, our field sales teams are working with our bottler/distributors and retailers subject to certain safety protocols.

During the COVID-19 pandemic, we have taken a number of steps to support our employees, including increasing employee communications, including topics such as mental health and family welfare; creating wellness hotlines and enhancing employee assistance programs; and conducting employee surveys to evaluate employee morale.

We are incredibly proud of the teamwork exhibited by our employees, co-packers and bottlers/distributors around the world who are ensuring the integrity of our supply chain.

_Customer Demand_

Despite the ongoing impact of the COVID-19 pandemic, we achieved record fourth quarter net sales.

While the performance in Europe, Middle East and Africa (“EMEA”) was solid in the fourth quarter, EMEA remained adversely affected by the COVID-19 pandemic.

Since mid-March 2020, we have seen a shift in consumer channel preferences and package configurations, including an increase in at-home consumption and a decrease in food service on-premise consumption.

Our sales in the 2020 second quarter were initially adversely affected as a result of a decrease in foot traffic in the convenience and gas channel (which is our largest channel) but improved sequentially from the latter half of the 2020 second quarter and throughout the 2020 third and fourth quarters.

Our e-commerce, club store, mass merchandiser and grocery and related business continued to increase in 2020, while our food service on-premise business, which is a small channel for the Company, remained challenged.

The duration of these trends and the magnitude of such impacts on future periods cannot be precisely estimated at this time, as they are affected by a number of factors (many of which are outside our control).

We have recently seen a resurgence of the COVID-19 pandemic in the Northern Hemisphere while cases in the Southern Hemisphere continue to increase.

As a result, a number of countries, particularly in EMEA, have reinstituted lockdowns and other restrictions, which could further impact customer demand.

A reduction in demand for our products or changes in consumer purchasing and consumption patterns, as well as continued economic uncertainty as a result of the COVID-19 pandemic, could adversely affect the financial conditions of retailers and consumers, resulting in reduced or canceled orders for our products, purchase returns and closings of retail or wholesale establishments or other locations in which our products are sold.

_Our Distribution and Supply Chain_

As of the date of this filing, we do not foresee a material impact on the ability of our co-packers to manufacture and our bottlers/distributors to distribute our products as a result of the COVID-19 pandemic.

We are continually addressing the increase in our aluminum can requirements given our volume growth and the current supply constraints in the aluminum can industry.

Overall, we are not experiencing significant raw material or finished product shortages and our supply chain remains intact.

Depending on the duration of any COVID-19 pandemic related issues, we may experience material disruptions in our supply chain as the pandemic continues.

_Liquidity and Capital Resources_

As of the date of this filing, we expect to maintain substantial liquidity as we manage through the current environment as described in the “Liquidity and Capital Resources” section below.

Net sales for the year ended December 31, 2020 were negatively impacted by $15.2 million related to product returns from our customers as a result of a European formulation issue with a limited number of products in Europe and a labeling issue concerning one product in Japan (the “Product Returns”).

Net sales to customers outside the United States for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.

| ​ | | 2020 | | 2019 | | 2018 |

| Direct value stores and other | | 1% | ​ | 1% | ​ | 1% |

| | ● | the continuation or worsening of the COVID-19 pandemic; |

The COVID-19 pandemic had an adverse impact on net sales for the year ended December 31, 2020.

The COVID-19 pandemic had an adverse impact on net sales of the Monster Energy® Drinks segment for the year ended December 31, 2020.

Net sales for the Monster Energy® Drinks segment for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.

The COVID-19 pandemic had a material adverse impact on net sales of the Strategic Brands segment for the year ended December 31, 2020.

retailers and the military.

A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material negative effect on our financial condition and consolidated results of operations.

As part of TCCC’s North America Refranchising, the territories of certain TCCC Subsidiaries have been transitioned to certain independent TCCC bottlers/distributors and/or TCCC Related Parties.

Coca-Cola European Partners accounted for approximately 10%, 10% and 9% of the Company’s net sales for the years ended December 31, 2019, 2018 and 2017, respectively.

_*Exclusive of corporate and unallocated expenses._

Net

sales for the Strategic Brands segment for the year ended December 31, 2018 were negatively impacted by approximately $24.9 million as a result of the adoption of ASC 606.

Without the adoption of ASC 606, the overall average net sales per case increased to $9.31 for the year ended December 31, 2018, as compared to average net sales per case of $9.30 for the year ended December 31, 2017.

The decrease in gross profit as a percentage of net sales was primarily attributable to (i) increases in certain input costs, principally aluminum cans, freight in and other input costs; (ii) domestic product sales mix (iii) geographical sales mix, as a result of our international sales increasing as a percentage of total net sales (our foreign operations generally have lower gross profit margins); (iv) the $42.2 million of commissions accounted for as a reduction to net sales due to the adoption of ASC 606; and (v) increases in promotional allowances as a percentage of gross sales.

Commissions included in operating expenses were $16.7 million, or 65.1% lower than commissions included in operating expenses of $47.7 million for the year ended December 31, 2017.

Without the adoption of ASC 606, an additional $42.2 million of commissions would have been included in operating expenses for the year ended December 31, 2018 (such commissions are included as a reduction to net sales).

Operating income as a percentage of net sales decreased to 33.7% for the year ended December 31, 2018 from 35.6% for the year ended December 31, 2017.

December 31, 2017.

The decrease in the effective tax rate was primarily due to the reduction in the U.S. federal statutory tax rate as a result of the Tax Reform Act signed into law on December 22, 2017 (before considering the potential impact of further clarification of certain matters related to the Tax Reform Act), and to a reduction in certain foreign income that is subject to U.S. taxation.

The decrease in the provision for income taxes was partially offset by the elimination of the domestic production deduction following the Tax Reform Act as well as a decrease in the stock based compensation tax deduction.

The increase in net income was partially offset by the increase in operating expenses of $72.9 million.

Gross sales for the year ended December 31, 2019 were positively impacted by approximately $101.9 million as a result of U.S. Price Increase and the Canada Price Increase, on certain of our Monster Energy® brand energy drinks.

international consumer demand.

Gross sales for the Other segment were $22.9 million for the year ended December 31, 2018, an increase of $1.3 million, or 6.1% higher than gross sales of $21.6 million for the year ended December 31, 2017.

No other individual product line contributed either a material increase or decrease to gross sales for the year ended December 31, 2018.

Promotional and other allowances as a percentage of gross sales increased to 14.0% from 12.7% for the years ended December 31, 2018 and 2017, respectively, partially due to an increase in commissions of $42.2 million included in net sales, related to the adoption of ASC 606.

_accordance with GAAP, and should not be used alone as an indicator of operating performance in place of net sales.

| Gross sales, net of discounts and returns | ​ | $ | 4,867,698 | ​ | $ | 4,429,522 | ​ | $ | 3,861,368 | | 9.9% | ​ | 14.7% |

pronounced, the addition of new bottlers/distributors and customers, changes in the sales mix of our products and changes in and/or increased advertising and promotional expenses.

| ​ | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

| ​ | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |

| Net sales | ​ | $ | 4,200,819 | ​ | $ | 3,807,183 | ​ | $ | 3,369,045 | ​ | $ | 3,049,393 | ​ | $ | 2,722,564 |

| Other | ​ | | — | ​ | | — | ​ | | — | ​ | | — | ​ | | 11,202 |

_Cash and cash equivalents, short-term and long-term investments –_ As of December 31, 2019, we had $798.0 million in cash and cash equivalents, $533.1 million in short-term investments and $12.9 million in long-term investments.

We have historically invested these amounts in U.S. treasuries, U.S. government agency securities and municipal securities (which may have an auction reset feature), certificates of deposit, commercial paper, variable rate demand notes and money market funds meeting certain criteria.

| Contractual Obligations¹ | ​ | $ | 181,896 | ​ | $ | 121,675 | ​ | $ | 56,721 | ​ | $ | 3,500 | ​ | $ | — |

| Operating Leases | ​ | | 33,814 | ​ | | 3,661 | ​ | | 6,203 | ​ | | 5,762 | ​ | | 18,188 |

| ​ | ​ | $ | 303,922 | ​ | $ | 213,548 | ​ | $ | 62,924 | ​ | $ | 9,262 | ​ | $ | 18,188 |

in the near term.

Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference being defined as the “Credit Loss”) or if the fair value of the security is less than the security’s amortized cost basis and the investor intends, or will be required, to sell the security before recovery of the security’s amortized cost basis.

If an other-than-temporary impairment exists, the charge to earnings is limited to the amount of Credit Loss if the investor does not intend to sell the security, and will not be required to sell the security, before recovery of the security’s amortized cost basis.

Any remaining difference between fair value and amortized cost is recognized in other comprehensive loss, net of applicable taxes.

If the Company determines that the fair value is less than the carrying value, the Company will use a two-step process to determine the amount of goodwill impairment.

The first step requires comparing the fair value of the reporting unit to its net book value, including goodwill.

A potential impairment exists if the fair value of the reporting

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of juice concentrates, increases in the price of aluminum [removed: for] cans, as well as [removed: sugar] [added: sugar, sucralose] and other sweeteners, glucose, sucrose, milk, cream, protein, coffee and tea, all of which are used in some or many of our products), fluctuations in energy and fuel prices, and limited availability of [added: aluminum cans and] certain [added: other] raw materials.

Our [removed: gross] [added: net] sales to customers outside of the United States were approximately 33% and [removed: 31%] [added: 32%] of consolidated [removed: gross] [added: net] sales for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[added: During the year] ended December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] have terms of three months 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: 2019] [added: 2020] to be significant.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $798.0 million] [added: $1.18 billion] in cash and cash equivalents and [removed: $546.0] [added: $925.6] million in short-term and long-term investments including certificates of deposit, commercial paper, U.S. government agency securities, U.S. treasuries, [removed: variable rate demand notes] and [added: to a lesser extent,] municipal [removed: securities (which may have an auction reset feature).][added: securities.]

During the year

| ● Monster Energy® ● Monster Energy Ultra® ● Monster Rehab® ● Monster MAXX® ● Java Monster® ● Muscle Monster® ● Espresso Monster® ● Punch Monster® ● Juice Monster® ● Monster Hydro® [added: Energy Water] ● Monster [added: Hydro® Super Sport ● Monster] HydroSport Super Fuel® ● Monster [added: Super Fuel® ● Monster] Dragon Tea® ● [removed: Caffé Monster® ●] Reign Total Body [removed: FuelTM] [added: Fuel®] ● Reign [removed: InfernoTM] [added: Inferno®] Thermogenic Fuel | | ● NOS® ● Full Throttle® ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Gladiator® ● Samurai® ● Live+® ● Predator® [added: ● Fury®] |

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2019] [added: 2020] for the “alternative” beverage category of the market are estimated at approximately [removed: $58.6] [added: $60.5] billion, representing an increase of approximately [removed: 5.7%] [added: 1.8%] over estimated domestic U.S. wholesale sales in [removed: 2018] [added: 2019] of approximately [removed: $55.5] [added: $59.5] billion.

We have three operating and reportable [removed: segments;] [added: segments,] (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks and Reign Total Body [removed: FuelTM] [added: Fuel®] high performance energy drinks, (ii) Strategic Brands segment (“Strategic Brands”), which is [removed: comprised] primarily [added: comprised] of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in [removed: 2015,] [added: 2015] as well as our affordable energy brands, and (iii) Other segment (“Other”), which is comprised of certain products sold by American Fruits and Flavors, [removed: LLC (“AFF”),] [added: LLC,] a wholly-owned subsidiary, to independent third-party customers (the “AFF Third-Party Products”).

[removed: 2019] [added: 2020] Product Introductions

During [removed: 2019,] [added: 2020,] we continued to expand our existing [added: energy drink] portfolio [added: by adding additional products to our portfolio in a number] of [removed: drinks] [added: countries] and further [removed: develop] [added: developed] our distribution markets.

| | ● | Monster Energy Ultra [removed: Paradise®] [added: Fiesta®] |

Those products or product lines discontinued in [removed: 2019,] [added: 2020,] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

_Monster Energy® [removed: Drinks_ -] [added: Drinks –_] a line of carbonated energy drinks.

Our Monster Energy® drinks contain vitamins, minerals, nutrients, herbs and other ingredients (collectively, “supplement [removed: ingredients”) and are marketed through our full service distributor network.][added: ingredients”).]

We offer the following energy drinks under the Monster Energy® drink product line: Monster Energy®, Lo-Carb Monster Energy®, Monster Assault®, Monster Energy® Fury®, Juice Monster® Khaos®, Juice Monster® [removed: Ripper®, Juice Monster® Pipeline Punch®,] [added: Khaotic®,] Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, [added: Juice Monster® PapillonTM, Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, Monster® Mango Loco,] Monster Energy® Absolutely Zero, Monster Energy® Import, Monster Energy® Export, [removed: Punch Monster® Baller’s Blend®, Punch Monster® Mad Dog,] M3(stylized)®, Monster Energy® Super Concentrate, Monster Mule®, Monster Cuba Libre®, Monster Energy Zero Ultra®, Monster Energy Ultra [added: Black®, Monster Energy Ultra] Blue®, Monster Energy Ultra [removed: Red®,] [added: Citron®,] Monster Energy Ultra [removed: Black®,] [added: Fiesta®,] Monster Energy Ultra [added: Gold®, Monster Energy Ultra] Paradise®, Monster Energy Ultra [removed: Sunrise®,] [added: Red®,] Monster Energy Ultra [removed: Citron®,] [added: Rosa®,] Monster Energy Ultra [added: Sunrise®, Monster Energy Ultra] Violet®, Monster [added: Energy Ultra® Watermelon, Monster] Energy® [added: Mixxd Punch, Monster Energy®] Gronk, Monster Energy® Valentino Rossi and Monster Energy® Lewis Hamilton 44.

We offer the following [added: espresso +] energy [removed: coffee] drinks under the [removed: Caffé] [added: Espresso] Monster® product line: [removed: Vanilla,] [added: Espresso and Milk,] Salted Caramel and [removed: Mocha.][added: Vanilla Espresso.]

We offer the following [removed: espresso +] energy drinks under the [removed: Espresso Monster®] [added: Live+®] product line: [removed: Espresso and Cream, Salted Caramel] [added: Ascend, Ignite] and [removed: Vanilla Espresso.][added: Persist.]

We offer the following coffee + energy drinks under the Java Monster® product line: Java Monster® [removed: Farmer's] [added: 300 French Vanilla, Java Monster® 300 Mocha, Java Monster® Farmer’s] Oats, Java Monster® Irish Blend®, Java Monster® Kona Blend, Java Monster® Loca Moca®, Java Monster® Mean Bean®, Java Monster® Salted Caramel, Java Monster® Swiss Chocolate and Java Monster® Vanilla Light.

_Monster [added: Energy®] Dragon [removed: Tea® Energy Teas –_] [added: Iced Tea_TM _Energy Teas_ –] a line of non-carbonated energy teas.

We offer the following energy teas under the Monster [added: Energy_®_] Dragon [removed: Tea®] [added: Iced TeaTM] product [removed: line:] [added: line in different countries:] Green Tea, White Tea and [removed: Yerba Mate.][added: Lemon Ice Tea.]

[removed: _Monster] [added: Monster] Hydro® [removed: –_] [added: Energy Water is] a line of non-carbonated, lightly sweetened refreshment + energy drinks.

[removed: We offer the following refreshment + energy drinks] under the Monster Hydro® [added: Energy Water] product line: Blue Ice®, [removed: Manic Melon®, Mean Green®,] [added: Watermelon®,] Purple Passion®, Tropical Thunder® and Zero Sugar.

_Monster HydroSport Super [removed: Fuel® –_] [added: Fuel®_ _Hydration + Energy Drinks_ –] a zero sugar line of non-carbonated, advanced hydration + energy drinks with BCAA’s.

_Monster MAXX® Energy [removed: Drinks –_] [added: Drinks_ –] a line of carbonated energy drinks containing nitrous oxide.

_Monster Rehab® [removed: Tea +] Energy Drinks_ – a line of non-carbonated energy drinks with electrolytes.

We offer the following [removed: tea +] energy drinks under the Monster Rehab® drink line: Monster Rehab® Tea + Lemonade + Energy, Monster Rehab® Tea + Orangeade + Energy, Monster Rehab® Peach Tea + Energy, Monster Rehab® Raspberry Tea + Energy and Monster Rehab® [removed: White Dragon Tea] [added: Strawberry Lemonade] + Energy.

_Muscle [removed: Monster® Energy Shakes –_] [added: Monster_® _Energy Shakes_ –] a line of non-carbonated energy shakes containing 27-grams of protein.

_Reign Total Body [removed: Fuel_TM] [added: Fuel_®] _High Performance Energy [removed: Drinks –_] [added: Drinks_ –] a line of high performance energy drinks with BCAA’s, B vitamins, electrolytes and CoQ10 with zero sugar.

We offer the following high performance energy drinks under the Reign Total Body [removed: FuelTM] [added: Fuel®] product line: Carnival Candy, [added: Cherry Limeade,] Lemon Hdz, [added: Lilikoi Lychee,] Mang-O-Matic, Melon Mania, Orange Dreamsicle, Peach Fizz, Razzle Berry, Sour [removed: Apple and] [added: Apple,] Strawberry [removed: Sublime.][added: Sublime and White Gummy Bear.]

_Reign [removed: Inferno_TM] [added: Inferno_®] _Thermogenic [removed: Fuel_] [added: Fuel High Performance Energy Drinks_] – a line of high performance energy drinks with a thermogenic performance blend in addition to BCAA’s, B vitamins, electrolytes, and CoQ10 with zero sugar.

We offer the following high performance energy drinks under the Reign [removed: InfernoTM] [added: Inferno®] Thermogenic Fuel product line: Jalapeno Strawberry, Red [removed: Dragon and] [added: Dragon,] True [removed: BLU.][added: BLU and Watermelon Warlord.]

We offer the following energy drinks under the Burn® product line: Apple Kiwi, Blue, Cherry, [added: Dark Energy,] Lemon Ice, Mango, Original, Passion Punch, [added: Peach, Zero Raspberry,] Sour Twist and Zero.

We offer the following energy drinks under the Full Throttle® product line: Blue Agave and [removed: Citrus.][added: Original (Citrus).]

[removed: _Live+® –_] [added: _Live+_® –] a line of carbonated energy drinks.

We offer the following energy drinks under the [removed: Live+®] [added: NOS_®_] product line: [removed: Ascend, Ignite] [added: GT Grape, Nitro Mango, Original, Sonic Sour] and [removed: Persist.][added: Turbo.]

We offer the following energy drinks under the [removed: Mother®] [added: Mother_®_] product line: Epic Swell, Frosty Berry, Kicked [removed: Apple®,] [added: Apple®,] Original, Passion, Sugar Free and Tropical BlastTM.

We offer the following energy drinks under the [removed: Nalu®] [added: Nalu_®_] product line: [added: Black Tea & Passion Fruit,] Exotic, Frost, [added: Green Tea & Ginger,] Original, Passion and Refresh.

We offer the following energy drinks under the [removed: NOS®] [added: Play_®_ and Power Play® (stylized)] product line: [removed: Charged Citrus, Cherried Out, GT Grape, Nitro] [added: Apple Kiwi,] Mango, [removed: Original, Power Punch, Sonic Sour, Sugar Free] [added: Passion Fruit, Original] and [removed: Turbo.][added: Sugar Free.]

_Play® and Power [removed: Play® (stylized) –_] [added: Play_® _(stylized)_ –] a line of carbonated energy drinks.

We offer the following energy drinks under the [removed: Play® and Power Play® (stylized)] [added: Ultra Energy®] product line: Apple Kiwi, [added: Fury,] Mango, [added: Original,] Passion [removed: Fruit, Original] [added: Punch, Peach Mango] and [removed: Sugar Free.][added: Zero Raspberry.]

We offer the following energy drinks under the [removed: Predator®] [added: Predator_®_] product line: Gold Strike, Mean Green, Purple Rain and Red Dawn.

We offer the following energy drinks under the [removed: Relentless®] [added: Relentless_®_] product line: Apple Kiwi, Cherry, Lemon Ice, Mango, Origin, Passion Punch, Sour Twist and Zero.

We offer the following energy [removed: drinks] [added: drink] under the [removed: Ultra Energy®] [added: Fury_®_] product line: [removed: Apple Kiwi, Fury, Mango, Original and Passion Punch.][added: Gold Strike.]

We do not [removed: directly manufacture] [added: operate our own manufacturing facilities for] finished goods, but instead outsource the manufacturing process to third-party bottlers and contract packers.

[removed: The majority of our] [added: Our] co-packaging arrangements [removed: are generally on a month-to-month basis or are terminable upon request] [added: vary in terms] and do not generally obligate us to [removed: produce any] [added: procure] minimum quantities of products within specified periods.

During 2020, we sold the following new products to our bottlers/distributors:

| | ● | Monster Energy® Dragon Ice TeaTM Lemon (Brazil) |

| | ● | Monster Energy® Dragon TeaTM (China) |

| | ● | Monster Energy Ultra Rosa® |

| | ● | Monster Energy Ultra® Watermelon |

| | ● | Monster Hydro® Super Sport Blue Streak |

| | ● | Monster Hydro® Super Sport Red Dawg |

| | ● | Juice Monster® Khaotic® Energy + Juice |

| | ● | Juice Monster® PapillonTM Energy + Juice |

| | ● | Java Monster® 300 French Vanilla |

| | ● | Java Monster® 300 Mocha |

| | ● | Reign Total Body Fuel® Lilikoi Lychee |

| | ● | Reign Inferno® Thermogenic Fuel Jalapeno Strawberry |

| | ● | Reign Inferno® Thermogenic Fuel Red Dragon |

| | ● | Reign Inferno® Thermogenic Fuel True BLU |

| | ● | NOS® Turbo |

| | ● | Burn® Dark Energy |

| | ● | Burn® Peach |

| | ● | Burn® Zero Raspberry |

| | ● | Nalu® Black Tea & Passion Fruit |

| | ● | Nalu® Green Tea & Ginger |

| | ● | Fury® Gold Strike |

| | ● | Ultra Energy® Peach Mango |

| | ● | Ultra Energy® Zero Raspberry |

| | ● | Monster Energy® Dragon’s Gold (China) |

_Monster Hydro®_ includes two product lines: Energy Water and Super Sport.

We offer the following refreshment + energy drinks

Monster Hydro® Super Sport is a line of non-carbonated, lightly sweetened refreshment + energy drinks that features an enhanced electrolyte blend and BCAA’s.

We offer the following refreshment + energy drinks under the Monster Hydro® Super Sport product line: Blue Streak and Red Dawg.

_Fury®_ – a line of affordable carbonated energy drinks.

| | | approval. In February 2020, the Amended and Restated International Distribution Coordination Agreement with TCCC was renewed for an additional five year term. |

As a consequence of the COVID-19 pandemic, we have seen a shift in consumer channel preferences and package configurations, including an increase in at-home consumption and a decrease in food service on-premise consumption.

This shift has resulted in increased industry demand for aluminum cans, leading to aluminum cans being in short supply.

However, industry-wide shortages of certain flavors, fruits and fruit juices, coffee, tea, dairy-based products, supplement ingredients

In 2020, PepsiCo acquired Rockstar and entered into an agreement with VPX to distribute VPX Bang products in the United States.

PepsiCo also

This decrease was primarily due to decreased expenditures for sponsorship and endorsements and decreased expenditures for travel and entertainment, each largely as a consequence of the COVID-19 pandemic.

The costs for certain postponed or rescheduled events have been, or may be, deferred to future periods.

Due to the uncertainty surrounding the

COVID-19 pandemic, we are unable to estimate in which future periods, if any, such deferred sponsorship and endorsement costs will be recognized.

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

Corporate and unallocated amounts that do not specifically relate to a reportable segment have been allocated to “Corporate and unallocated.”

During 2019, we introduced the following products:

| | ● | BPM® Sour Twist |

| | ● | BU® Island Punch |

| | ● | Burn® Sour Twist |

| | ● | Espresso Monster® Salted Caramel |

| | ● | Java Monster® Farmer’s Oats |

| | ● | Java Monster® Swiss Chocolate (U.S. national launch) |

| | ● | Monster Dragon Tea® Green Tea |

| | ● | Monster Dragon Tea® Yerba Mate |

| | ● | Monster HydroSport Super Fuel® Charge |

| | ● | Monster HydroSport Super Fuel® Hang Time |

| | ● | Monster HydroSport Super Fuel® Striker |

| | ● | Monster MAXX® Mango Matic |

| | ● | Monster MAXX® Rad Red |

| | ● | Monster Mule® (U.S. national launch) |

| | ● | Mother® Epic Swell |

| | ● | Mother® Tropical Blast |

| | ● | Nalu® Frost |

| | ● | Nalu® Refresh |

| | ● | NOS® Power Punch |

| | ● | NOS® Sonic Sour |

| | ● | Predator® Mean Green |

| | ● | Predator® Red Dawn |

| | ● | Reign Total Body FuelTM Carnival Candy |

| | ● | Reign Total Body FuelTM Lemon Hdz |

| | ● | Reign Total Body FuelTM Mang-O-Matic |

| | ● | Reign Total Body FuelTM Melon Mania |

| | ● | Reign Total Body FuelTM Orange Dreamsicle |

| | ● | Reign Total Body FuelTM Peach Fizz |

| | ● | Reign Total Body FuelTM Razzle Berry |

| | ● | Reign Total Body FuelTM Sour Apple |

| | ● | Reign Total Body FuelTM Strawberry Sublime |

| | ● | Relentless® Sour Twist |

| | ● | Ultra Energy® Apple Kiwi |

_Caffé Monster® Energy Coffee Drinks –_ a line of non-carbonated, 100% Arabica coffee, reduced fat, dairy based energy coffee drinks.

Our production arrangements are generally of short duration or are terminable upon request.

| | (b) | Amended and Restated Distribution Agreement with Coca-Cola Refreshments (“CCR”), pursuant to which CCR distributes, directly and through certain sub-distributors, our Monster Energy® brand energy drinks in a large portion of the United States. 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 Coca-Cola Consolidated, Inc. and Reyes Coca-Cola Bottling, LLC. |

flavors or concentrates from alternative suppliers on short notice.

[removed: The] [added: While the] Company [removed: also] [added: continues to evaluate these claims, management] believes that [removed: any damages, if awarded, would] [added: such litigation will likely] not have a material adverse effect on the Company’s financial position or results of operations.

[removed: Furthermore, from] [added: From] time to time in the normal course of business, the Company is named in [removed: other] litigation, including [added: labor and employment matters, personal injury matters,] consumer class actions, intellectual property [removed: litigation] [added: matters] and claims from prior distributors.

[added: Although it is not possible to] predict the ultimate outcome of such litigation, based on the facts known to the Company, management believes that such litigation in aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued, if any, [removed: or in the amount of] [added: and] any related insurance [removed: reimbursements recorded.][added: reimbursements.]

As of December 31, [removed: 2019,] [added: 2020,] the Company’s consolidated balance sheet included accrued loss contingencies of approximately [removed: $15.5] [added: $18.4] million.

On September 18, 2020, a derivative complaint was filed on purported behalf of the Company in the United States District Court for the Central District of California.

The action is styled _Falat v.

Sacks, et al., 8:20-cv-01782_, and asserts claims against certain officers, current and former directors, and employees of the Company, including Rodney C.

Sacks, Hilton H.

Schlosberg, Guy P.

Carling, Thomas J.

Kelly, Emelie C.

Tirre, Mark J.

Hall, Kathleen E.

Ciaramello, Gary P.

Fayard, Jeanne P.

Jackson, Steven G.

Pizula, Benjamin M.

Polk, Sydney Selati and Mark S.

Vidergauz (collectively, the “Individual Defendants”).

The Company is named as a nominal defendant.

The derivative complaint alleges, among other things, that the Individual Defendants breached their fiduciary duties to the Company by allowing others to cause, or themselves causing, the Company to hide discrimination and failing to ensure sufficient diversity, including by permitting conduct to occur that was inconsistent with statements made in the Company’s policies and disclosures, and failing to ensure the Company’s compliance with laws regarding diversity and anti-discrimination.

The complaint also asserts claims for abuse of control, unjust enrichment and violation of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The complaint seeks from the Individual Defendants an unspecified amount of damages, restitution, punitive damages and costs to be paid to the Company, and seeks to require the Company to adopt corporate governance reforms, and other equitable relief.

On January 15, 2021, the Company filed a motion to dismiss the action because the plaintiff failed to make a demand on the Company as required by Federal Rule of Civil Procedure 23.1 or to show that demand would have been futile.

The Individual Defendants also filed a motion to dismiss the complaint for failure to state a claim against the Individual Defendants, among other reasons.

Those motions are scheduled for hearing in the 2021 second quarter.

The Company is currently a defendant in 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.

The plaintiffs in these lawsuits allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death.

The Company believes that each complaint is without merit and plans a vigorous defense.

Although it is not possible to

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $31,534,998,627] [added: $33,039,197,262] computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June [removed: 28, 2019,] [added: 30, 2020,] 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: 20, 2020] [added: 19, 2021] was [removed: 536,896,142] [added: 528,137,036] 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: 2020] [added: 2021] 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: 2019.][added: 2020.]

| ​ | | [PART [removed: I](#PARTI)] [added: I](#PARTI_926281)] | ​ |

| [removed: [1.](#ITEM1BUSINESS)] [added: [1.](#ITEM1BUSINESS_471503)] | ​ | [removed: [Business](#ITEM1BUSINESS)] [added: [Business](#ITEM1BUSINESS_471503)] | 3 |

| [removed: [1A.](#ITEM1ARISKFACTORS)] [added: [1A.](#ITEM1ARISKFACTORS_382207)] | ​ | [Risk [removed: Factors](#ITEM1ARISKFACTORS)] [added: Factors](#ITEM1ARISKFACTORS_382207)] | 18 |

| [removed: [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS)] [added: [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132)] | ​ | [Unresolved Staff [removed: Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS)] [added: Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132)] | [removed: 33] [added: 38] |

| [removed: [2.](#ITEM2PROPERTIES)] [added: [2.](#ITEM2PROPERTIES_652488)] | ​ | [removed: [Properties](#ITEM2PROPERTIES)] [added: [Properties](#ITEM2PROPERTIES_652488)] | [removed: 33] [added: 38] |

| [removed: [3.](#ITEM3LEGALPROCEEDINGS)] [added: [3.](#ITEM3LEGALPROCEEDINGS_355230)] | ​ | [Legal [removed: Proceedings](#ITEM3LEGALPROCEEDINGS)] [added: Proceedings](#ITEM3LEGALPROCEEDINGS_355230)] | [removed: 33] [added: 39] |

| [removed: [4.](#ITEM4MINESAFETYDISCLOSURES)] [added: [4.](#ITEM4MINESAFETYDISCLOSURES_9150)] | ​ | [Mine Safety [removed: Disclosures](#ITEM4MINESAFETYDISCLOSURES)] [added: Disclosures](#ITEM4MINESAFETYDISCLOSURES_9150)] | [removed: 34] [added: 39] |

| ​ | ​ | [PART [removed: II](#PARTII)] [added: II](#PARTII_361980)] | ​ |

| [removed: [5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMON)] [added: [5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY)] | ​ | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMON)] [added: Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY)] | [removed: 34] [added: 40] |

| [removed: [6.](#ITEM6SELECTEDFINANCIALDATA)] [added: [6.](#ITEM6SELECTEDFINANCIALDATA_497581)] | ​ | [Selected Financial [removed: Data](#ITEM6SELECTEDFINANCIALDATA)] [added: Data](#ITEM6SELECTEDFINANCIALDATA_497581)] | [removed: 37] [added: 42] |

| [removed: [7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSIS)] [added: [7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 38] [added: 43] |

| [removed: [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVE)] [added: [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | ​ | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ITEM7AQUANTITATIVEANDQUALITATIVE)] [added: Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [removed: 62] [added: 71] |

| [removed: [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEM)] [added: [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | ​ | [Financial Statements and Supplementary [removed: Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEM)] [added: Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [removed: 63] [added: 71] |

| [removed: [9.](#ITEM9CHANGESINANDDISAGREEMENTS)] [added: [9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ITEM9CHANGESINANDDISAGREEMENTS)] [added: Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | [removed: 63] [added: 71] |

| [removed: [9A.](#ITEM9ACONTROLSANDPROCEDURES)] [added: [9A.](#ITEM9ACONTROLSANDPROCEDURES_106507)] | ​ | [Controls and [removed: Procedures](#ITEM9ACONTROLSANDPROCEDURES)] [added: Procedures](#ITEM9ACONTROLSANDPROCEDURES_106507)] | [removed: 63] [added: 72] |

| [removed: [9B.](#ITEM9BOTHERINFORMATION)] [added: [9B.](#ITEM9BOTHERINFORMATION_368767)] | ​ | [Other [removed: Information](#ITEM9BOTHERINFORMATION)] [added: Information](#ITEM9BOTHERINFORMATION_368767)] | [removed: 66] [added: 74] |

| ​ | ​ | [PART [removed: III](#PARTIII)] [added: III](#PARTIII_53101)] | ​ |

| [removed: [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERS)] [added: [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | ​ | [Directors, Executive Officers and Corporate [removed: Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERS)] [added: Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | [removed: 66] [added: 74] |

| [removed: [11.](#ITEM11EXECUTIVECOMPENSATION)] [added: [11.](#ITEM11EXECUTIVECOMPENSATION_330828)] | ​ | [Executive [removed: Compensation](#ITEM11EXECUTIVECOMPENSATION)] [added: Compensation](#ITEM11EXECUTIVECOMPENSATION_330828)] | [removed: 66] [added: 74] |

| [removed: [12.](#ITEM12SECURITYOWNERSHIPOFCERTAIN)] [added: [12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM12SECURITYOWNERSHIPOFCERTAIN)] [added: Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | [removed: 66] [added: 74] |

| [removed: [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATED)] [added: [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | ​ | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATED)] [added: Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | [removed: 67] [added: 75] |

| [removed: [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICE)] [added: [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES)] | ​ | [Principal Accounting Fees and [removed: Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICE)] [added: Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES)] | [removed: 67] [added: 75] |

| ​ | ​ | [PART [removed: IV](#PARTIV)] [added: IV](#PARTIV_523093)] | ​ |

| [removed: [15.](#ITEM15EXHIBITSANDFINANCIAL)] [added: [15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED)] | ​ | [Exhibits and Financial Statement [removed: Schedules](#ITEM15EXHIBITSANDFINANCIAL)] [added: Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED)] | [removed: 67] [added: 75] |

| [removed: [16.](#ITEM16FORM10KSUMMARY)] [added: [16.](#ITEM16FORM10KSUMMARY_855159)] | ​ | [Form 10-K [removed: Summary](#ITEM16FORM10KSUMMARY)] [added: Summary](#ITEM16FORM10KSUMMARY_855159)] | [removed: 67] [added: 75] |

| ​ | ​ | [removed: [Signatures](#SIGNATURES)] [added: [Signatures](#SIGNATURES_717339)] | [removed: 70] [added: 78] |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

Our owned corporate facilities located [removed: at 1 Monster Way,] [added: in] Corona, [removed: California 92879,] [added: California,] consist of (i) an approximately 141,000 square-foot, free-standing, six-story building (ENERGY STAR certified), (ii) an approximately 147,625 square-foot three-story parking structure and storage facility, which houses our approximately 14,000 square-foot quality control laboratory, (iii) an approximately 75,426 square foot, free-standing, three-story building (pursuing ENERGY STAR certification), (iv) an approximately 20,661 square-foot, free-standing, single-story building and (v) an approximately 49,617 square-foot, free-standing, two-story building.

We [removed: intend to construct] [added: are in the process of constructing] a new production facility [removed: on such land] in order to consolidate AFF’s operations into a single location.

During 2020, we purchased a three-story office building located in Uxbridge, United Kingdom.

The Company’s common stock trades on the Nasdaq Global Select Market under the [removed: same] symbol, “MNST”.

As of February [removed: 20, 2020,] [added: 19, 2021,] there were [removed: 536,896,142] [added: 528,137,036] shares of the Company’s common stock outstanding held by approximately [removed: 193] [added: 188] holders of record.

On [removed: August 7, 2018,] [added: March 13, 2020,] the Company’s Board of Directors authorized a [added: new] share repurchase program for the purchase of up to $500.0 million of the Company’s outstanding common stock (the [removed: “August 2018] [added: “March 2020] Repurchase Plan”).

During the year ended December 31, [removed: 2019,] [added: 2020,] the Company purchased [removed: 2.9] [added: 0.6] million shares of common stock at an average purchase price of [removed: $54.68] [added: $58.16] per share, for a total amount of [removed: $159.6] [added: $36.6] million (excluding broker commissions), which exhausted the availability under the [removed: August 2018] [added: February 2019] Repurchase Plan.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2019.][added: 2020.]

During the year ended December 31, [removed: 2019,] [added: 2020,] the Company purchased [removed: 8.1] [added: 1.0] million shares of common stock at an average purchase price of [removed: $57.16] [added: $55.85] per share, for a total amount of [removed: $463.3] [added: $58.5] million (excluding broker commissions), under the [removed: February 2019] [added: March 2020] Repurchase Plan.

As of [removed: February 28, 2020, $36.6] [added: March 1, 2021, $441.5] million remained available for repurchase under the [removed: February 2019] [added: March 2020] Repurchase Plan.

During the year ended December 31, [removed: 2019, 1.4] [added: 2020, 0.02] 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: $84.5] [added: $1.0] million.

While such purchases are considered common stock repurchases, they are not counted as purchases against [removed: our] [added: the Company’s] authorized share repurchase programs.

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2014.][added: 2015.]

During the year ended December 31, 2020, the Company purchased 9.1 million shares of common stock at an average purchase price of $54.86 per share, for a total amount of $499.9 million (excluding broker commissions), which exhausted the availability under the November 2019 Repurchase Plan.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2020.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2020.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2020.

No shares were repurchased during the quarter ended December 31, 2020.

No shares were purchased during the year ended December 31, 2019 under the November 2019 Repurchase Plan.

As of February 28, 2020, $500.0 million remained available for repurchase under the November 2019 Repurchase Plan.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, 2019:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | ​ | | ​ | ​ | | ​ | | Maximum Number (or | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Approximate Dollar | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Value) of Shares that | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | May Yet Be Purchased | |

| ​ | ​ | Total Number | ​ | ​ | ​ | ​ | as Part of Publicly | ​ | Under the Plans or | |

| ​ | ​ | of Shares | ​ | Average Price | | ​ | Announced Plans | ​ | Programs (In | |

| Period | ​ | Purchased | ​ | per Share¹ | | ​ | or Programs | ​ | thousands)² | |

| Oct 1 – Oct 31, 2019 | ​ | 3,138,415 | ​ | $ | 55.67 | ​ | 3,138,415 | ​ | $ | 91,479 |

| November 6, 2019 Authorization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 500,000 |

| Nov 1 – Nov 30, 2019 | | 979,601 | ​ | $ | 56.00 | | 979,601 | ​ | $ | 536,606 |

¹Excluding broker commissions paid.

²Net of broker commissions paid.

The consolidated statements of operations data set forth below with respect to each of the fiscal years ended December 31, [removed: 2017] [added: 2018] through [removed: 2019] [added: 2020] and the balance sheet data as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2015] [added: 2017] and [removed: 2014] [added: 2016] and the balance sheet data as of December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] are derived from the Company’s audited consolidated financial statements not included herein.

| (in thousands, except per share information) | [added: |] ​ | [added: 2020 | |] ​ | 2019 | [removed: ​] | ​ | 2018 | [removed: ​] | ​ | 2017 | [removed: ​] | ​ | 2016 | [removed: ​ | ​ | 2015 |]

| Net sales1 | ​ | $ | [removed: 4,200,819] [added: 4,598,638] | ​ | $ | [removed: 3,807,183] [added: 4,200,819] | ​ | $ | [removed: 3,369,045] [added: 3,807,183] | ​ | $ | [removed: 3,049,393] [added: 3,369,045] | ​ | $ | [removed: 2,722,564] [added: 3,049,393] |

| Gross profit1 | ​ | $ | [removed: 2,518,585] [added: 2,723,880] | ​ | $ | [removed: 2,295,375] [added: 2,518,585] | ​ | $ | [removed: 2,137,690] [added: 2,295,375] | ​ | $ | [removed: 1,942,000] [added: 2,137,690] | ​ | $ | [removed: 1,632,301] [added: 1,942,000] |

| Gross profit as a percentage to net sales | ​ | ​ | [removed: 60.0%] [added: 59.2%] | ​ | ​ | [removed: 60.3%] [added: 60.0%] | ​ | [added: ​] | [removed: 63.5%] [added: 60.3%] | ​ | [added: ​] | [removed: 63.7%] [added: 63.5%] | ​ | [added: ​] | [removed: 60.0%] [added: 63.7%] |

| Operating income1,2 | ​ | $ | [removed: 1,402,939] [added: 1,633,153] | ​ | $ | [removed: 1,283,619] [added: 1,402,939] | ​ | $ | [removed: 1,198,787] [added: 1,283,619] | ​ | $ | [removed: 1,085,338] [added: 1,198,787] | ​ | $ | [removed: 893,653] [added: 1,085,338] |

| Net income1,2 | ​ | $ | [removed: 1,107,835] [added: 1,409,594] | ​ | $ | [removed: 993,004] [added: 1,107,835] | ​ | $ | [removed: 820,678] [added: 993,004] | ​ | $ | [removed: 712,685] [added: 820,678] | ​ | $ | [removed: 546,733] [added: 712,685] |

| Net income per common share: | ​ | | [added: ​] | ​ | | | ​ | | | ​ | | | ​ | | |

| Basic | ​ | $ | [removed: 2.04] [added: 2.66] | ​ | $ | [removed: 1.78] [added: 2.04] | ​ | $ | [removed: 1.45] [added: 1.78] | ​ | $ | [removed: 1.21] [added: 1.45] | ​ | $ | [removed: 0.97] [added: 1.21] |

| Diluted | ​ | $ | [removed: 2.03] [added: 2.64] | ​ | $ | [removed: 1.76] [added: 2.03] | ​ | $ | [removed: 1.42] [added: 1.76] | ​ | $ | [removed: 1.19] [added: 1.42] | ​ | $ | [removed: 0.95] [added: 1.19] |

| Cash, cash equivalents and investments | ​ | $ | [removed: 1,343,925] [added: 2,106,058] | ​ | $ | [removed: 958,163] [added: 1,343,925] | ​ | $ | [removed: 1,203,921] [added: 958,163] | ​ | $ | [removed: 600,530] [added: 1,203,921] | ​ | $ | [removed: 2,935,375] [added: 600,530] |

| Total assets | ​ | $ | [removed: 5,150,352] [added: 6,202,716] | ​ | $ | [removed: 4,526,891] [added: 5,150,352] | ​ | $ | [removed: 4,791,012] [added: 4,526,891] | ​ | $ | [removed: 4,153,471] [added: 4,791,012] | ​ | $ | [removed: 5,571,277] [added: 4,153,471] |

| Stockholders’ equity | ​ | $ | [removed: 4,171,281] [added: 5,160,860] | ​ | $ | [removed: 3,610,901] [added: 4,171,281] | ​ | $ | [removed: 3,895,212] [added: 3,610,901] | ​ | $ | [removed: 3,329,709] [added: 3,895,212] | ​ | $ | [removed: 4,809,410] [added: 3,329,709] |

_¹ Includes [added: $42.1 million,] $46.3 million, $44.3 million, $43.4 [removed: million, $40.3] million and [removed: $62.8] [added: $40.3] million for the years ended December 31, [added: 2020,] 2019, 2018, [removed: 2017, 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively, related to the recognition of deferred revenue._

2 _Includes [added: $0.2 million,] $11.3 million, $26.6 million, $35.4 [removed: million, $79.8] million and [removed: $224.0] [added: $79.8] million for the years ended December 31, [added: 2020,] 2019, 2018, [removed: 2017, 2016] [added: 2017] and [removed: 2015,] [added: 2016,] 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: 71] [added: 79] through [removed: 118.][added: 126.]

_Evaluation of Disclosure Controls and Procedures_ – Under the supervision and with the participation of the Company’s management, including our [removed: Chief] [added: Co-Chief] Executive [removed: Officer] [added: Officers] and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, the [removed: Chief] [added: Co-Chief] Executive [removed: Officer] [added: Officers] and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and (2) accumulated and communicated to our management, including our principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our [removed: Chief] [added: Co-Chief] Executive [removed: Officer] [added: Officers] and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the framework in _Internal Control – Integrated [removed: Framework (2013)_] [added: 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: 2019.][added: 2020.]

Our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in _Internal Control —Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated [removed: February 28, 2020,] [added: March 1, 2021,] expressed an unqualified opinion on those financial [removed: statements and financial statement schedule.][added: statements.]

March 1, 2021

February 28, 2020

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 [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2019] [added: 2020] (the [removed: “2020] [added: “2021] Proxy Statement”) and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act is included under the caption “Delinquent Section 16(a) Reports” in our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers (including our principal executive [removed: officer,] [added: officers,] principal financial officer, principal accounting officer and controllers) and employees.

The Code of Business Conduct and Ethics and any amendment thereto, as well as any waivers that are required to be disclosed by the rules of the SEC or NASDAQ, may be obtained at [removed: http://investors.monsterbevcorp.com/governance.cfm] [added: http://investors.monsterbevcorp.com/corporate-governance] or at no cost to you by writing or telephoning us at the following address or telephone number:

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: 2020] [added: 2021] 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 [added: and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our 2021 Proxy Statement and is incorporated herein by reference.]

Information concerning shares of the Company’s Common Stock authorized for issuance under the Company’s equity compensation plans is reported under the caption “Employee Equity Compensation Plan Information” in our [removed: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our 2020 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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement and is incorporated herein by reference.

| ​ | ​ | [Report of Independent Registered Public Accounting [removed: Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLIC)] [added: Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU)] | ​ | [removed: 72] [added: 80] |

| ​ | ​ | [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#CONSOLIDATEDBALANCESHEETS)] [added: 2019](#BALANCESHEETS_625207)] | ​ | [removed: 75] [added: 83] |

| ​ | ​ | [Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATEDSTATEMENTSOFINCOME)] [added: 2018](#STATEMENTSOFINCOME_553557)] | ​ | [removed: 76] [added: 84] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVE)] [added: 2018](#COMPREHENSIVEINCOME_444106)] | ​ | [removed: 77] [added: 85] |

| ​ | ​ | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS)] [added: 2018](#EQUITY_813398)] | ​ | [removed: 78] [added: 86] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS)] [added: 2018](#CASHFLOWS_256883)] | ​ | [removed: 79] [added: 87] |

| ​ | ​ | [Notes to Consolidated Financial [removed: Statements](#ORGANIZATIONANDSUMMARY)] [added: Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC)] | ​ | [removed: 81] [added: 89] |

| ​ | ​ | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#SCHEDULE)] [added: 2018](#SCH)] | ​ | [removed: 118] [added: 126] |

| 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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/865752/000110465914061722/a14-19122_2ex2d1.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/865752/000110465914061722/a14-19122_2ex2d1.htm)] |

| 2.1.1 | [Amendment to Transaction Agreement, dated as of March 16, 2018, 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 March 20, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/865752/000110465918018960/a18-8560_1ex2d1.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918018960/a18-8560_1ex2d1.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 (incorporated by reference to Exhibit 2.2 to our Form 8-K dated August 18, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/865752/000110465914061722/a14-19122_2ex2d2.htm)] [added: 2014).](https://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 [removed: 10-K] [added: 10-Q] dated November 7, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/865752/000110465916155163/a16-20895_1ex3d1.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/865752/000110465916155163/a16-20895_1ex3d1.htm)] |

| 3.2 | [Second Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated April 16, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/865752/000110465918024237/a18-10038_1ex3d2.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918024237/a18-10038_1ex3d2.htm)] |

| [removed: 4.1*] [added: 4.1] | [Description of Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-4d1.htm)] [added: Stock (incorporated by reference to Exhibit 4.1 to our Form 10-K dated February 28, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-4d1.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 Form 10-Q dated August 10, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/865752/000110465915058216/a15-11963_1ex10d1.htm)] [added: 2015).](https://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 Form 10-Q dated August 10, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/865752/000110465915058216/a15-11963_1ex10d2.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/865752/000110465915058216/a15-11963_1ex10d2.htm)] |

| 10.3 | [Form of Indemnification Agreement (to be provided by Monster Beverage Corporation to its directors and officers) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated June 11, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/865752/000110465919034816/a19-11405_1ex10d1.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/865752/000110465919034816/a19-11405_1ex10d1.htm)] |

| 10.5+ | [Form of Restricted Stock [removed: Unit] Agreement [removed: pursuant to the 2009 Hansen Natural Corporation Stock Incentive Plan for Non-Employee Directors] (incorporated by reference to Exhibit 10.1 to our Form [removed: 10-K] [added: 10-Q] dated August [removed: 5, 2016).](http://www.sec.gov/Archives/edgar/data/865752/000110465916137481/a16-15122_1ex10d1.htm)] [added: 9, 2011).](https://www.sec.gov/Archives/edgar/data/865752/000110465911045251/a11-12791_1ex10d1.htm)] |

| 10.6+ | [removed: [Form of Restricted Stock Agreement] [added: [Monster Beverage Corporation 2011 Omnibus Incentive Plan] (incorporated by reference to Exhibit 10.1 to our Form [removed: 10-Q] [added: 8-K] dated [removed: August 9, 2011).](http://www.sec.gov/Archives/edgar/data/865752/000110465911045251/a11-12791_1ex10d1.htm)] [added: May 24, 2011).](https://www.sec.gov/Archives/edgar/data/865752/000086575211000006/e101.htm)] |

| [removed: 10.7+] [added: 10.11+] | [removed: [Monster] [added: [Form of 2020 Annual Incentive Award Agreement for grants under the Monster] Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form [removed: 8-K] [added: 10-Q] dated May [removed: 24, 2011).](http://www.sec.gov/Archives/edgar/data/865752/000086575211000006/e101.htm)] [added: 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d1.htm)] |

| [removed: 10.8+] [added: 10.7+] | [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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e101.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e101.htm)] |

| [removed: 10.9+] [added: 10.8+] | [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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e102.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e102.htm)] |

| [removed: 10.10+] [added: 10.9+] | [Form of Stock Option Agreement [added: for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan] (incorporated by reference to Exhibit 10.10 to our Form 10-K dated March 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d10.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d10.htm)] |

| [removed: 10.11+] [added: 10.10+] | [Form of Stock Option Agreement of [removed: Chief] [added: Co-Chief] Executive [removed: Officer and President and Chief Financial Officer] [added: Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan] (incorporated by reference to Exhibit 10.11 to our Form 10-K dated March 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d11.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d11.htm)] |

| [removed: 10.12+] [added: 10.16+] | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d1.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d1.htm)] |

| [removed: 10.13+] [added: 10.17+] | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d2.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d2.htm)] |

| [removed: 10.14+] [added: 10.18+] | [Amended and Restated Monster Beverage Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K dated March 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d14.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d14.htm)] |

| 21* | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex21.htm)] |

| 23* | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex23.htm)] |

| 31.1* | [Certification by [removed: CEO] [added: Co-Chief Executive Officer] 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 [removed: 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex31d1.htm)] |

| 31.2* | [Certification by [removed: CFO] [added: Co-Chief Executive Officer] 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 [removed: 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex31d2.htm)] |

| 32.1* | [Certification by [removed: CEO] [added: Co-Chief Executive Officer] pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex32d1.htm)] |

| 32.2* | [Certification by [removed: CFO] [added: Co-Chief Executive Officer] pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002 *](https://www.sec.gov/Archives/edgar/data/865752/000110465920027209/ex-32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex32d2.htm)] |

| 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019] [added: 2020] are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] and (vi) Notes to Consolidated Financial Statements. |

| 104* | The cover page from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |

| /s/ RODNEY C. SACKS | | Rodney C. Sacks | | Date: [removed: February 28, 2020] [added: March 1, 2021] |

| ​ | ​ | Chairman of the Board [added: of] | ​ | ​ |

| /s/ RODNEY C. SACKS | ​ | Chairman of the Board of | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| Rodney C. Sacks | ​ | Directors and [removed: Chief] [added: Co-Chief] Executive | ​ | ​ |

| /s/ HILTON H. SCHLOSBERG | ​ | Vice Chairman of the Board of [added: Directors] | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| [removed: ​] [added: Thomas J. Kelly] | ​ | [added: officer, principal] accounting officer) | ​ | ​ |

| /s/ GARY P. FAYARD | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ MARK J. HALL | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ JEANNE P. JACKSON | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ STEVEN G. PIZULA | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ BENJAMIN M. POLK | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ SYDNEY SELATI | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| /s/ MARK S. VIDERGAUZ | ​ | Director | ​ | [removed: February 28, 2020] [added: March 1, 2021] |

| 10.4+* | [Form of Restricted Stock Unit Agreement for grants under the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm) |

| 10.12+ | [Form of Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 10-Q dated May 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d2.htm) |

| 10.13+* | [Form of Restricted Stock Unit Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d13.htm) |

| 10.14+* | [Form of Restricted Stock Unit Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm) |

| 10.15+ | [Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed April 21, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920049271/tm202064-1_def14a.htm) |

| 31.3* | [Certification by Chief Financial Officer 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/865752/000110465921029943/mnst-20201231xex31d3.htm) |

| 32.3* | [Certification by Chief Financial Officer 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/865752/000110465921029943/mnst-20201231xex32d3.htm) |

| ​ | ​ | Directors and Co-Chief | ​ | ​ |

| ​ | ​ | Executive Officer | ​ | ​ |

| /s/ HILTON H. SCHLOSBERG | ​ | Hilton H. Schlosberg | ​ | Date: March 1, 2021 |

| ​ | ​ | Vice Chairman of the Board of | ​ | ​ |

| ​ | ​ | Directors and Co-Chief | ​ | ​ |

| ​ | ​ | Executive Officer | ​ | ​ |

| Hilton H. Schlosberg | ​ | and Co-Chief Executive Officer (principal | ​ | ​ |

| ​ | ​ | executive officer) | ​ | ​ |

| /s/ THOMAS J. KELLY | ​ | Chief Financial Officer (principal financial | ​ | March 1, 2021 |

| /s/ JAMES L. DINKINS | ​ | Director | ​ | March 1, 2021 |

| James L. Dinkins | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

March 1, 2021

| ​ | | 2020 | | | 2019 | |

| Cash and cash equivalents | ​ | $ | 1,180,413 | ​ | $ | 797,957 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 (In Thousands)

| Exercise of stock options | | 2,202 | ​ | ​ | 11 | ​ | ​ | 72,925 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 72,936 |

| Repurchase of common stock | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (10,803) | ​ | ​ | (595,918) | ​ | ​ | (595,918) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,409,594 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,409,594 |

| Balance, December 31, 2020 | | 638,662 | ​ | $ | 3,193 | ​ | $ | 4,537,982 | ​ | $ | 6,432,074 | ​ | $ | 3,034 | ​ | (110,565) | ​ | $ | (5,815,423) | ​ | $ | 5,160,860 |

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 (In Thousands)

| Net income | ​ | $ | 1,409,594 | ​ | $ | 1,107,835 | ​ | $ | 993,004 |

| Loss on impairment of intangibles | ​ | ​ | 8,700 | ​ | ​ | ​ | ​ | ​ | ​ |

No amounts were included as of December 31, 2020 and December 31, 2018.

Under FASB ASC 326-30-35, a security is considered to be impaired if the fair value of the security is less than its amortized

cost basis.

Where the decline in fair value below the amortized cost basis has resulted from a credit loss, the Company will record an impairment relating to credit losses through an allowance for credit losses.

The allowance is limited by the amount that the fair value is less than the amortized cost basis.

Impairment that has not been recorded through an allowance for credit losses is recorded through other comprehensive income (loss), net of applicable taxes.

If the Company reasonably determines that it is more-likely-than-not that the fair value is less than the carrying value, the Company performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

| 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) |

| | ​ | | ​ | |

| | | | | |

| Hilton H. Schlosberg | ​ | Directors, President, Chief | ​ | ​ |

| ​ | ​ | Operating Officer, Chief | ​ | ​ |

| ​ | ​ | Financial Officer and Secretary | ​ | ​ |

| ​ | ​ | (principal financial officer, | ​ | ​ |

| ​ | ​ | controller and principal | ​ | ​ |

| /s/ KATHLEEN E. CIARAMELLO | ​ | Director | ​ | February 28, 2020 |

| Kathleen E. Ciaramello | ​ | ​ | ​ | ​ |

February 28, 2020

| Common stock - $0.005 par value; 1,250,000 shares authorized; | ​ | ​ | ​ | ​ | ​ | ​ |

| 630,970 shares issued and 543,676 shares outstanding as of December 31, 2018 | ​ | | 3,182 | | | 3,155 |

| Balance, January 1, 2017 | | 623,201 | | $ | 3,116 | | $ | 4,051,245 | | $ | 2,107,548 | | $ | (23,249) | ​ | (56,635) | | $ | (2,808,951) | | $ | 3,329,709 |

| Exercise of stock options | | 6,054 | ​ | ​ | 30 | ​ | ​ | 52,596 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 52,626 |

| Reversal of excess tax benefits from share based payment arrangements | | — | ​ | ​ | — | ​ | ​ | (5,495) | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (5,495) |

| Repurchase of common stock | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (6,322) | ​ | ​ | (361,178) | ​ | ​ | (361,178) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 820,678 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 820,678 |

| TCCC Transaction receivable | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 125,000 |

| CASH AND CASH EQUIVALENTS, beginning of year | ​ | | 637,513 | ​ | | 528,622 | ​ | | 377,582 |

Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference being defined as the “Credit Loss”) or if the fair value of the security is less than the security’s amortized cost basis and the investor intends, or will be required, to sell the security before recovery of the security’s amortized cost basis.

If an other-than-temporary impairment exists, the charge to earnings is limited to the amount of Credit Loss if the investor does not intend to sell the security, and will not be required to sell the security, before recovery of the security’s amortized cost basis.

Any remaining difference between fair value and amortized cost is recognized in other comprehensive loss, net of applicable taxes.

If the Company determines that the fair value is less than the carrying value, the Company will use a two-step process to determine the amount of goodwill impairment.

The first step requires comparing the fair value of the reporting unit to its net book value, including goodwill.

A potential impairment exists if the fair value of the reporting unit is lower than its net book value.

The second step of the process, performed only if a potential impairment exists, involves determining the difference between the fair value of the reporting unit's net assets, other than goodwill, and the fair value

of the reporting unit.

An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value.

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 bottlers/distributors.

_Recently issued accounting pronouncements not yet adopted_

ASU No. 2018-13 disclosure requirements include disclosing the

Certain disclosures in the new guidance will need to be applied on a retrospective basis and others on a prospective basis.

The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded.

_Recently adopted accounting pronouncements_

In February 2018, the FASB issued ASU No. 2018-02 (ASU No. 2018-02), “Income Statement - Reporting Comprehensive Income (Topic 220)”, which amended the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Reform Act signed into law on December 22, 2017, to be reclassified from accumulated other comprehensive income into retained earnings.

This amendment pertains only to those items impacted by the new tax law and does not apply to any future tax effects stranded in accumulated other comprehensive income.

This standard was effective for fiscal years beginning after December 15, 2018, and allowed for early adoption.

The adoption of ASU No. 2018-02 did not have an impact on the Company’s financial position, results of operations and liquidity.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”.