Monster Beverage (MNST) 10-K risk factor changes: FY2022 vs FY2021

| | ● | The COVID-19 pandemic has impacted and [removed: we expect will] [added: may] continue to impact our business and operations. |

| | ● | We [added: currently] derive [removed: virtually all] [added: most] of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results. |

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

| | ● | If we are not able to pass on increases in the costs of raw materials, including aluminum [removed: cans and/or ingredients and/or] [added: cans, ingredients,] fuel and/or costs of [removed: co-packing,] [added: co-packing or if we experience shortages of] such [removed: inability could harm] [added: raw materials,] our business and [added: results of operations could be materially, adversely affected and] result in a higher cost base. [removed: 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.] |

| | ● | Global or regional catastrophic [removed: events] [added: events, such as the military conflict in Ukraine,] could impact our operations and affect our ability to grow our business. |

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

| | ● | Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities [added: and/or those of our co-packers] to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations. |

| | ● | 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 [removed: energy drink] products. |

_The COVID-19 pandemic has impacted and [removed: we expect will] [added: may] continue to impact our business and operations._

The current COVID-19 pandemic has presented and [removed: continues] [added: may continue] to present a substantial public health and economic challenge [removed: around the world] [added: in certain countries] and [removed: is affecting] [added: has affected, and may continue to affect,] our employees, communities and business operations, as well as the global economy and financial markets.

The human and economic [added: consequences, and] consequences [added: in general,] of the COVID-19 [removed: pandemic] [added: pandemic, including new variants,] as well as the measures taken or that may be taken in the future by governments, businesses (including the Company and our suppliers, bottlers/distributors, co-packers and other service providers) and the public at large to limit the COVID-19 pandemic, have and will directly and indirectly impact our business and results of [removed: operations, including, without limitation, the following:][added: operations.]

[removed: Any of the] [added: The] negative impacts [added: and consequences] of the COVID-19 [removed: pandemic, including those described above, alone or in combination with others,] [added: pandemic] may have a material adverse effect on our business, reputation, operating results and/or financial [added: condition and could exacerbate many of the risk factors discussed herein, any of which could materially affect our business, reputation, operating results and/or financial] condition.

We have transitioned all third parties’ rights to distribute the Company’s [added: energy drink] products in the U.S. to members of TCCC’s distribution network, which largely consists of independent bottlers/distributors.

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

Furthermore, as of February 16, [removed: 2022,] [added: 2023,] Mr. Sacks and Mr. Schlosberg together may be deemed to beneficially own and/or exercise voting control over approximately [removed: 10%] [added: 9.3%] of our outstanding common stock.

As of February 16, [removed: 2022,] [added: 2023,] TCCC owned approximately [removed: 19%] [added: 19.5%] of our common stock.

Consequently, Mr. Sacks, Mr. Schlosberg [removed: and] [added: and/or] TCCC could exercise significant control over matters submitted to a vote of our stockholders, including electing directors, amending organizational documents and disapproving extraordinary transactions such as a takeover attempt, even though such actions may be favorable to the other common stockholders.

However, if TCCC were to oppose such a change-in-control transaction, a bidder would be required to secure the support of holders of [added: at least] 62.5% of the Company’s common shares not owned by TCCC (assuming that TCCC increased its ownership to 20% of the Company’s common shares) to achieve a vote of a majority of the Company’s outstanding shares for a change-in-control transaction.

[removed: We do not operate our own manufacturing facilities for finished goods, but instead] [added: In 2022, we continued to] outsource manufacturing of our [added: non-alcohol] finished goods to bottlers and other contract packers.

For example, in [removed: 2021,] [added: 2022,] sales of many of our product lines [removed: were] [added: continued to be] adversely impacted by production capacity constraints as a result of above forecast demand.

A lengthy disruption or delay in the production of any of our products could significantly adversely [removed: affect] [added: affect, and has adversely affected,] our revenues from [added: and/or costs of] such products, because alternative co-packing facilities in the United States and abroad with adequate [removed: long-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.][added: long-]

Many of our bottlers/distributors are affiliated with and manufacture and/or distribute other carbonated, [removed: non-carbonated] [added: non-carbonated, non-alcohol, alcohol] and other beverage products.

Unilateral decisions by bottlers/distributors, buying groups, convenience chains, grocery chains, mass merchandisers, specialty chain stores, club stores, e-commerce retailers, e-commerce websites and other [removed: customers] [added: customers, including retailer disagreements with our bottlers/distributors,] to discontinue carrying all or any of our products that they are carrying at any time, restrict the range of our products they carry, impose restrictions or limitations on the sale of our products and/or [added: the sizes of containers of our products and/or] devote less resources to the sale of our products could cause our business to suffer.

The TCCC North American Bottlers, Coca-Cola Europacific Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Coca-Cola Amatil, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa and Coca-Cola İçecek are our primary domestic and international distributors of our [added: non-alcohol] products.

As a result, if we are unable to maintain good relationships with these bottlers/distributors, [added: if changes in control] or [added: ownership occur within the current distribution network, or if] they do not effectively focus on marketing, promoting, selling and distributing our products, sales of our products could be adversely affected.

A decision by [removed: our primary domestic and international bottlers/distributors or] any [removed: other] large customer to decrease the amount 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: If our brands prove to be less attractive to our existing bottlers and distributors, if we fail to attract additional bottlers and distributors, and/or our] bottlers/distributors do not market, promote and distribute our products effectively, our business, financial condition and results of operations could be adversely affected.

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

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

_Criticism of our [removed: energy drink products] [added: beverages] and/or criticism or a negative perception of [removed: energy drinks] [added: our products] generally could adversely affect us._

The principal areas of competition are pricing, packaging, development of new products, flavors, product [removed: positioning] [added: positioning, quality] as well as promotion and marketing strategies.

Our products compete with a wide range of [removed: drinks] [added: drinks, both non-alcohol and alcohol,] produced by a relatively large number of [added: domestic and international] manufacturers, some of which have substantially greater financial, marketing and distribution resources than we do.

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

Our products compete with all liquid refreshments and in some cases with products of much larger competitors, including the products of numerous nationally and internationally known producers such as TCCC, PepsiCo, Red Bull [removed: GmbH] [added: GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company] and [removed: KDP.][added: The Mark Anthony Group.]

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

_Our inability to implement our growth strategy, including expanding our business in existing and new sectors, such as the alcohol beverage sector, or [added: to] successfully integrate acquired businesses or assets could adversely affect our business and financial results._

Risks associated with entering into a new sector include: (1) having no or limited experience in such sector; (2) increased exposure to certain governmental regulations and compliance requirements; (3) difficulties developing, manufacturing, and marketing the products of newly acquired [removed: companies in a way that enhances the performance of our combined businesses and product lines;] [added: companies;] and (4) our lesser familiarity with consumer preferences in the new sector.

Entry into new sectors of the beverage industry [removed: will] [added: may] bring us into competition with new competitors [removed: with] [added: that have potentially] a larger, more established market presence.

[removed: Even if] [added: To the extent] we [removed: successfully] integrate acquired businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions.

There is increasing awareness of and concern for health, wellness and nutrition considerations, including [removed: concerns regarding caloric intake associated with sugar-sweetened beverages and the perceived undesirability of artificial ingredients.]

| | ● | We rely on our breweries for production of certain of our alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our Alcohol Brands segment. |

| | ● | Our business is subject to seasonality, which may cause fluctuations in our operating results. |

| | ● | Failure to meet sustainability expectations or standards could expose us to increased costs, reputational harm, or other adverse consequences. |

| | ● | Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products. |

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 and/or within a geographically cost effective distance, if at all.

In addition, in recent years, there has been a consolidation of co-packers, leading us to increasingly rely on fewer co-packing groups, certain of which account for a large percentage of our co-packing capacity for our Monster Energy® drinks.

_We rely on our breweries for production of our alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our Alcohol Brands segment._

We are currently dependent on CANarchy’s portfolio of craft breweries, which includes Oskar Blues Brewery, Cigar City Brewing, Squatters Craft Beers, Wasatch Brewery, Deep Ellum Brewing Company, and Perrin Brewing Company, to manufacture our alcohol products.

Adverse changes or developments affecting our currently limited number of breweries could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend our Alcohol Brands segment operations.

Alternative facilities with sufficient capacity or capabilities may not be readily available or may take significant time or money to run at the same capacity as our current breweries.

Such significant disruption may, in turn, have an adverse effect on gross margins, operating cash flows, and overall financial performance of our Alcohol Brands segment.

Moreover, competitors’ or others’ attempts to persuade regulators, retailers, and/or customers in certain countries to reduce the permitted or maximum container sizes for our products from those currently being sold and marketed by us could negatively impact our business.

We also sell our alcohol beverages to certain beer distributors through generally separate distribution networks for distribution to retailers.

If our brands prove to be less attractive to our existing bottlers and distributors, if we fail to attract additional bottlers and distributors, and/or our

No assurance can be given that we will be able to maintain our current distribution network or secure additional distributors on terms not less favorable to us than our current arrangements.

The alcohol beverage industry has also been the subject of considerable societal and political attention for many years due to increasing public concern over alcohol-related health and social issues, including driving under the influence, underage drinking, and the negative health impacts of the misuse or abuse of alcohol.

Moreover, anti-alcohol groups have successfully advocated, and increasingly continue to advocate, for more stringent labeling requirements, higher taxes, and

other regulations designed to curtail alcohol consumption.

In response to these concerns and advocacy, advertising by alcohol producers could be further restricted, additional, cautionary labeling or packaging requirements might be imposed, further restrictions on the sale of alcohol might be imposed, or there may be renewed efforts to impose increased excise or other taxes on alcohol sold in the United States or abroad.

In addition, the increase of such criticism and negative perception of the relative healthfulness or safety of alcohol beverages could decrease sales and consumption of alcohol, including the demand for our alcohol products.

Any such developments may have a negative impact on the operating results of our Alcohol Brands segment.

We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, Bang, GHOST, and others as well as local craft breweries in our Alcohol Brands segment.

We anticipate competition will remain robust as some competitors are consolidating (as evidenced by business combinations of substantial value carried out by significant competitors in recent years), building more capacity, expanding geographically, and/or adding more SKUs and styles.

For example, PepsiCo entered into a long-term strategic distribution arrangement with Celsius Holdings, Inc., a competitor in the energy drink space, in August 2022.

Additionally, the number of competitors, especially craft brewers and craft distilleries, within the alcohol space and the sales of hard seltzers, FMBs, craft-brewed domestic beers, imported beers, CBD and other cannabis beverages, and ready-to-drink spirits are expected to increase, particularly following the U.S. Treasury Report, “Competition in the Market for Beer, Wine and Spirits” (the “Treasury Report”) which promises to evaluate the impact of consolidation on marketplace competition.

As a result of such increased competition for our products, we may face competitive pricing pressures and the demand for and market share of our products may fluctuate and possibly decline.

concerns regarding caloric intake associated with sugar-sweetened beverages, the perceived undesirability of artificial ingredients, and the potential adverse consequences from excess consumption of alcohol beverages.

For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and towards above premium beers, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar beverages.

_Our business is subject to seasonality, which may cause fluctuations in our operating results._

Our business is subject to seasonality, which may cause the sale of our products to fluctuate from period to period due to the inherent demands and timing of our customers and consumer needs as well as seasonal factors, such as poor weather conditions.

Given such variation by season, our results for any particular quarter may not be indicative of the results to be achieved for the entire fiscal year.

In China, in particular, COVID-19 policies, including certain lockdowns in 2022, adversely affected sales in the region and may continue to have an impact on our financial results in such country.

_Failure to meet sustainability expectations or standards could expose us to increased costs, reputational harm, or other adverse consequences._

Regulators and stakeholders are increasingly focusing on sustainability matters, including, but not limited to, greenhouse gas emissions and other climate-related risks, sustainable packaging, water stewardship, diversity, equity, and inclusion, and corporate governance and oversight.

While we are actively addressing these issues and have publicly committed to setting certain sustainability -related targets, these initiatives are our current plans and aspirations, may be refined in the future, and are not guarantees that we will be able to achieve them, especially given the difficulties and expenses of implementation as well as the ever-changing regulatory and technological landscape.

For example, disclosures about our sustainability -related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Furthermore, the rules, regulations, and standards set forth by various governmental and self-regulatory organizations, including the SEC, the European Commission, and the Financial Accounting Standards Board, continue to evolve in scope and complexity, which, in turn, makes compliance more uncertain and difficult.

These changing rules and regulations, along with constantly evolving stockholder expectations, have resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations and rules.

Our failure or perceived failure to progress or achieve our sustainability goals, maintain sustainability practices, or comply with emerging sustainability regulations that meet developing regulatory or stakeholder expectations could harm our reputation, harm our ability to maintain or attract customers and talent, and expose us to increased scrutiny from enforcement authorities and stakeholders.

Our reputation may also be harmed by the perceptions that our stakeholders have about our action or inaction on sustainability-related issues as well as the nature or scope of, or revisions to, our sustainability initiatives and goals.

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

| | ● | 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. |

| | ● | Potential changes in accounting standards or practices and/or taxation may adversely affect our financial results. |

| | ● | If we fail to maintain effective disclosure controls and procedures and internal control over financial reporting on a consolidated basis, our stock price and investor confidence in the Company could be materially and adversely affected. |

| | ● | Volatility of stock price may restrict sale opportunities. |

| | ● | 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 regarding the COVID-19 pandemic, as well as the emergence of new variants, the action taken to limit its spread and the economic impact on local, regional, national and international markets. As countries continue to combat the COVID-19 pandemic, and as governments and/or local authorities impose regulations regarding COVID-19 testing, vaccine mandates and related workplace restrictions, there remains a risk that the COVID-19 pandemic may impact our business and supply chain, including our ability to recruit and/or retain our employees as well as impact our co-packers, bottlers/distributors and/or suppliers. |

| | ● | Deteriorating economic conditions and continued financial uncertainties in many of our major markets due to the COVID-19 pandemic, such as inflation, increased and prolonged unemployment, decreases in per capita income and the level of disposable income, declines in consumer confidence, or economic slowdowns or recessions, could affect consumer purchasing power and consumers’ ability to purchase our products, thereby reducing demand for our products. In addition, public concern among consumers regarding the risk of contracting COVID-19 may also reduce demand for our products. |

| | ● | The closures of, and continued restrictions on, on-premise retailers and other establishments that sell our products as a result of the COVID-19 pandemic have adversely impacted and may continue to adversely impact our sales and results of operations. |

| | ● | Our product sampling programs, which are part of our strategy to develop brand awareness, have been, and will continue to be, disrupted by the COVID-19 pandemic. If we are unable to successfully adapt to the changing landscape of advertising, marketing, promotional, sponsorship and endorsement opportunities created by the COVID-19 pandemic, our sales, market share, volume growth and overall financial results could be negatively affected. |

| | ● | Our innovation activities, including our ability to introduce new products in certain markets, have been delayed and/or adversely impacted by the COVID-19 pandemic. If such innovation activities are disrupted and we continue to delay the launch of new products and/or we are unable to secure sufficient distribution levels for such new products, our business and results of operations could be adversely affected. |

| | ● | Some of our suppliers, bottlers/distributors and co-packers have experienced, and likely will continue to experience, plant closures, production slowdowns and disruptions in operations as a result of the impact of the COVID-19 pandemic. This could result in material disruptions to our operations. |

| | ● | We have experienced and may continue to experience delays in receiving certain raw materials as a result of shipping delays due to, among other things, additional safety requirements imposed by port authorities, closures of, or congestion at ports, reduced availability of commercial transportation, freight inefficiencies, shortages of shipping containers, border restrictions and capacity constraints. |

| | ● | Due to increased demand in at home beverage consumption, aluminum cans remain in tight supply, which could adversely impact or limit our sales and/or results of operations. We may also need to commit to minimum purchase volumes in order to secure sufficient quantities of certain raw materials including aluminum cans, as well as minimum co-packing volumes, which may lead to claims, costs, or losses if we over-estimate future demand for our products and do not use such volumes in full. |

| | ● | We rely on relationships with third parties for cloud data storage and other information technology services for certain functions or for services in support of our operations. These third parties are subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms. |

| | ● | As a result of the COVID-19 pandemic, including related governmental measures, restrictions, directives and guidance, most of our office-based employees continue to work remotely. We may experience reductions in productivity and disruptions to our business routines while our remote work policy remains in place. If our employees working remotely do not maintain appropriate measures to mitigate potential risks to our technology and operations from information technology-related disruptions, we may face cybersecurity threats. Employees of our third-party service providers who are working remotely, with whom we may share data, are subject to similar cybersecurity risks. |

| | ● | Governmental authorities at the U.S. federal, state and/or municipal level and in certain foreign jurisdictions may increase or impose new income taxes, indirect taxes or other taxes or revise interpretations of existing tax rules and regulations as a means of financing the costs of stimulus or may take other measures to protect populations and economies from the impact of the COVID-19 pandemic. Increases in direct and indirect |

| | | tax rates could affect our net income, and increases in consumer taxes could affect our products’ affordability and reduce our sales. |

| | ● | We may be required to record significant impairment charges with respect to goodwill or intangible assets, whose fair values may be negatively affected by the effects of the COVID-19 pandemic. |

| | ● | The continued financial impact of the COVID-19 pandemic may cause one or more of the financial institutions we do business with to fail or default in their obligations to us or to become insolvent or file for bankruptcy, which could cause us to incur significant losses and negatively impact our results of operations and financial condition. |

| | ● | Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic may result in negative publicity and the Company becoming a party to litigation claims and/or legal proceedings, which could consume significant financial and managerial resources, result in decreased demand for our products and injury to our reputation. |

| | ● | The resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by the COVID-19 pandemic’s lingering effects on our suppliers, bottlers/distributors, co-packers, contractors, business partners and/or other service providers. |

Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed herein, any of which could materially affect our business, reputation, operating results and/or financial condition.

In addition, recently there has been a consolidation of co-packers.

We also compete with companies that are smaller or primarily national or local in operations.

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.

In 2021, an AFF facility, which manufactures the primary flavors for our Monster Energy® Drinks segment, received notices of violation for emitting odors and for failing to properly permit its equipment.

Failure to comply with the notices and remediate certain emissions at this facility, or other facilities, may result in penalties, liability for damages, alterations to our facilities’ operations, or the closing or relocation of a facility.

Such actions may result in flavor shortages, which could in turn result in shortages for our finished products and adversely affect our business, financial condition, and results of operations.

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

| | ● | _Results of Operations_ – an analysis of our consolidated results of operations for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] |

[removed: _Our Distribution] [added: Distribution] and Supply [removed: Chain_][added: Chain]

We [removed: have addressed and will] continue to address the controllable challenges in our supply [removed: chain, which remains largely intact.][added: chain.]

[removed: We continue to implement] [added: In 2022, we implemented] measures to mitigate our increased [removed: operating] costs through [removed: pricing actions] [added: price increases] and reductions in [removed: promotions.][added: promotions (“Pricing Actions”).]

[removed: _Liquidity] [added: Liquidity] and Capital [removed: Resources_][added: Resources]

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

Our net sales of [removed: $5.5] [added: $6.31] billion for the year ended December 31, [removed: 2021] [added: 2022] represented record annual net sales.

Net changes in foreign currency exchange rates had [removed: a favorable] [added: an unfavorable] impact on net sales of approximately [removed: $61.9] [added: $239.5] million for the year ended December 31, [removed: 2021.][added: 2022.]

Net sales [removed: of our] [added: for the] Monster Energy® Drinks segment were [added: $5.83 billion for the year ended December 31, 2022, an increase of approximately $612.5 million, or 11.7% higher than net sales of] $5.22 billion for the year ended December 31, 2021.

Net sales [removed: of our] [added: for the] Strategic Brands segment were [added: $353.5 million for the year ended December 31, 2022, an increase of approximately $58.7 million, or 19.9% higher than net sales of] $294.8 million for the year ended December 31, 2021.

Our Monster Energy® Drinks segment represented [removed: 94.2%] [added: 92.4%] and [removed: 93.6%] [added: 94.2%] of our net sales for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Our Strategic Brands segment represented [removed: 5.3%] [added: 5.6%] and [removed: 5.8%] [added: 5.3%] of our net sales for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Our Other segment represented [removed: 0.5%] [added: 0.4%] and [removed: 0.6%] [added: 0.5%] of our net sales for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Net changes in foreign currency exchange rates had [removed: a favorable] [added: an unfavorable] impact on our net sales of the Monster Energy® Drinks segment of approximately [removed: $57.6] [added: $222.3] million for the year ended December 31, [removed: 2021.][added: 2022.]

Net changes in foreign currency [added: exchange rates had an unfavorable impact on]

[added: Net changes in foreign currency] exchange rates had [removed: a favorable] [added: an unfavorable] impact on net sales in the Strategic Brands segment of approximately [removed: $4.3] [added: $17.2] million for the year ended December 31, [removed: 2021.][added: 2022.]

Net sales to customers outside the United States amounted to [removed: $2.04 billion, $1.51] [added: $2.36] billion and [removed: $1.33] [added: $2.04] billion for the years ended December 31, [removed: 2021, 2020] [added: 2022] and [removed: 2019,] [added: 2021,] respectively.

[removed: Such sales were] approximately [removed: 37%, 33% and 32%] [added: 37%] of net sales for [added: both] the years ended December 31, [removed: 2021, 2020] [added: 2022] and [removed: 2019, respectively.][added: 2021.]

Our [added: non-alcohol] 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 retailers and the military.

Percentages of our gross billings to our various customer types for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] are reflected below.

| ​ | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] |

| U.S. full service bottlers/distributors | | [removed: 51%] [added: 48%] | ​ | [removed: 56%] [added: 51%] | ​ | [removed: 58%] [added: 56%] |

| International full service bottlers/distributors | | 39% | ​ | [removed: 34%] [added: 39%] | ​ | [removed: 33%] [added: 34%] |

| Club stores and e-commerce retailers | | [removed: 8%] [added: 9%] | ​ | 8% | ​ | [removed: 7%] [added: 8%] |

| Retail grocery, direct convenience, specialty chains and wholesalers | | [removed: 1%] [added: 2%] | ​ | 1% | ​ | 1% |

| [removed: Direct] [added: Alcohol, direct] value stores and other | | [removed: 1%] [added: 2%] | ​ | 1% | ​ | 1% |

Our [added: non-alcohol] customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes Coca-Cola Bottling, LLC, [removed: Great Lakes] Coca-Cola [removed: 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 Europacific [removed: Partners,] [added: Partners (formerly] Coca-Cola [added: European Partners and Coca-Cola Amatil), Coca-Cola] Hellenic, Coca-Cola FEMSA, [removed: 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., Wal-Mart, Inc. (including Sam’s Club), Costco Wholesale Corporation and Amazon.com, Inc. [removed: 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.]

Coca-Cola Consolidated, Inc. accounted for approximately [removed: 12%,] [added: 11%,] 12% and [removed: 13%] [added: 12%] of our net sales for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Reyes Coca-Cola Bottling, LLC accounted for approximately [removed: 10%, 11%] [added: 9%, 10%] and 11% of our net sales for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Coca-Cola Europacific Partners [added: (formerly Coca-Cola European Partners)] accounted for approximately [removed: 12%, 10%] [added: 13%, 12%] and 10% of our net sales for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

[added: The CANarchy Transaction facilitates our entry into the alcohol beverage] sector and brings the Cigar [removed: City] [added: CityTM] family of brands including Jai [removed: Alai] [added: Alai®] IPA and Florida [removed: Man] [added: ManTM] IPA, the Oskar [removed: Blues] [added: BluesTM] family of brands including Dale’s Pale [removed: Ale and] [added: Ale®,] Wild [removed: Basin] [added: BasinTM] Hard Seltzers, the Deep [removed: Ellum] [added: EllumTM] family of brands including Dallas [removed: Blonde] [added: Blonde®] and Deep [removed: Ellum] [added: EllumTM] IPA, the Perrin Brewing [added: CompanyTM] family of brands including Black Ale, the [removed: Squatters] [added: Squatters®] family of brands including Hop [removed: Rising] [added: Rising®] Double [removed: IPA and Juicy IPA] [added: IPA,] and the [removed: Wasatch] [added: Wasatch®] family of brands including Apricot Hefeweizen to our beverage portfolio.

The [removed: transaction does] [added: CANarchy Transaction did] not include CANarchy’s stand-alone restaurants.

Our organizational structure for our existing energy beverage business [removed: will remain] [added: remains] unchanged.

CANarchy [removed: will function] [added: is functioning] independently, retaining its own organizational structure and team.

| | ● | _International Growth_ – The introduction, development and sustained profitability of our brands internationally remains a key value driver for our corporate growth. One or more of our products are distributed in approximately [removed: 154] [added: 157] countries and territories worldwide. |

| | ● | _Profitable Growth_ – We believe “functional” value-added beverage brands supported by marketing and innovation and targeted to a diverse consumer base, drive profitable growth. We are focused on increasing the profit margins for [removed: both] our Monster Energy® Drinks [added: segment, our Strategic Brands] segment and our [removed: Strategic] [added: Alcohol] 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. |

We believe that, subject to increases in the costs of certain raw materials being contained, these value drivers, when implemented and/or achieved in the United States and internationally, will result in: (1) improving or maintaining our product gross profit margins; (2) [removed: providing additional leverage over time through reduced] [added: reducing our] expenses as a percentage of net operating revenues; and (3) enhancing our cost of capital.

These measurements will continue to be a key management focus in [removed: 2022] [added: 2023] and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”).

As of December 31, [removed: 2021,] [added: 2022,] the Company had working capital of [removed: $3.72] [added: $3.76] billion compared to [removed: $2.39] [added: $3.72] billion as of December 31, [removed: 2020.][added: 2021.]

| | ● | _CANarchy Acquisition –_ a discussion of our acquisition of CANarchy on February 17, 2022; |

| | ● | _Russia-Ukraine Conflict –_ a discussion of the impact of the Russia-Ukraine conflict on our business and operations; |

| | ● | _Pricing Actions_ – a discussion of certain pricing actions implemented during 2022; |

On February 17, 2022, we completed the CANarchy Transaction.

Russia-Ukraine Conflict

During the year ended December 31, 2022, the Russia-Ukraine conflict did not have a material impact on our financial position, results of operations and liquidity.

Net sales in Russia and Ukraine combined were approximately 1.1% of our total net sales for the twelve months ended December 31, 2021.

We will continue to monitor future developments relative to this conflict and its potential impacts.

Pricing Actions

We implemented a price increase effective September 1, 2022 in the United States and implemented price increases at various times in certain international markets, all of which positively impacted gross profit margins in the third and fourth quarters of 2022.

Since the beginning of the COVID-19 pandemic and the subsequent increased demand for our energy drinks, we prioritized ensuring product availability for our customers and consumers.

This strategic direction has remained in place throughout the global supply chain challenges and disruptions, despite adversely impacting our profitability.

We continue to stand by our strategy to ensure product availability and solidify the continued long-term growth of our brands.

During the year ended December 31, 2022, we experienced a significant increase in cost of sales, resulting in a material decrease in both gross profit and gross profit as a percentage of net sales, relative to the comparative year ended December 31, 2021.

The increase in cost of sales was primarily due to (i) increased ingredient and other input costs, including secondary packaging materials and increased co-packing fees, (ii) increased logistical costs, (iii) increased aluminum can costs and (iv) geographical and product sales mix.

In the third and fourth quarters of 2022 we began to see an improvement in our gross profit margins as compared to the second quarter of 2022.

This improvement was primarily attributable to (i) Pricing Actions, (ii) our decreased reliance on imported cans and (iii) improved finished product inventory levels in closer proximity to our customers, resulting in a reduction of long-distance freight costs.

Furthermore, we experienced significant increases in distribution expenses, primarily the result of increased warehousing expenses, as well as increases in other logistical expenses, which adversely impacted operating costs.

We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida ManTM IPA, Dale’s Pale Ale®, Wild BasinTM Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing CompanyTM Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The Beast UnleashedTM and a host of other brands.

We also develop, market, sell and distribute still and sparkling waters under the Monster® Tour WaterTM brand name.

Our Alcohol Brands segment represented 1.6% of our net sales for the year ended December 31, 2022.

Our growth strategy includes further developing our domestic markets, expanding our international business and growing our business into new sectors, such as the alcohol beverage sector.

Such sales were

Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers outside of the United States of approximately $239.5 million for the year ended December 31, 2022.

Net sales to customers outside the United States, on a foreign currency adjusted basis, increased 27.1% for the year ended December 31, 2022.

On February 17, 2022, we completed the CANarchy Transaction which facilitated our entry into the alcohol beverage sector.

Our alcohol customers are primarily beer distributors who in turn sell to retailers within the alcohol distribution system.

Our alcohol customers include J.J. Taylor Distributing, Ben E.

Keith, Reyes Beer Division, Sheehan Family Companies, and Admiral Beverage.

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.

| | ● | limitations on available quantities of aluminum cans, other packaging materials and ingredients; |

| | ● | limitations on co-packing availability and in particular, consolidation in the co-packing industry; |

2_Excludes case sales of the Alcohol Brands and Other segments._

Net sales on a foreign currency adjusted basis increased 18.2% for the year ended December 31, 2022.

Net sales were $2.20 billion and $1.90 billion for the years ended December 31, 2022 and 2021, respectively, in EMEA, Asia Pacific, Latin America and the Caribbean.

Net sales for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 16.0% for the year ended December 31, 2022.

Net sales for the Strategic Brands segment on a foreign currency adjusted basis increased 25.8% for the year ended December 31, 2022.

Net sales for the Alcohol Brands segment were $101.4 million for the year ended December 31, 2022 (effectively from February 17, 2022 to December 31, 2022).

There were no comparative 2021 net sales for the Alcohol Brands segment as the Company completed its acquisition of CANarchy on February 17, 2022.

Barrel sales for our craft beers and hard seltzers, in 31 US gallon equivalents, were 0.3 million barrels for the year ended December 31, 2022 (effectively from February 17, 2022 to December 31, 2022).

We continue to address the COVID-19 pandemic with a global task force team working to mitigate the potential impacts on our people and business.

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

Despite the ongoing impact of the COVID-19 pandemic, we achieved record annual net sales in 2021.

As countries continue to combat the COVID-19 pandemic, and as governments and/or local authorities impose regulations regarding COVID-19 testing, vaccine mandates and related workplace restrictions, there remains a risk that the COVID-19 pandemic may continue to impact our business and supply chain, including our ability to recruit and/or retain our employees as well as impact our co-packers, bottlers/distributors and/or suppliers.

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.

In 2021, we experienced a number of global supply chain challenges as a result of unanticipated increases in demand, in part due to the COVID-19 pandemic, which adversely impacted both cost of sales and operating costs, and in certain markets, affected the availability of our products on shelves at retailers.

In particular, we have experienced shortages in our aluminum can requirements, freight inefficiencies, shortages of shipping containers, port of entry congestion, and delays in the receipt and/or availability of certain ingredients.

In the United States, we lacked sufficient co-packing capacity to meet increased demand for certain of our products.

We have also experienced increased aluminum can costs attributable to higher aluminum commodity pricing as well as the costs of importing aluminum cans.

In addition, we experienced increased ingredient and other input costs, including shipping and freight, labor, trucking, fuel, co-packing fees, secondary packaging materials, increased outbound freight costs and production inefficiencies, which resulted in increased costs of sales and increased operating costs.

Additional can manufacturing capacity in the United States has been secured for 2022, although the Company will continue to import aluminum cans to supplement its domestic can supply.

Can capacity in EMEA remains challenging and the Company expects to continue to import aluminum cans into EMEA for at least 2022.

While co-packing capacity in the United States and EMEA also continues to be challenging, we have expanded our network in the United States and EMEA to substantially address supply constraints.

Our flavor facility in Athy, Ireland is operational, producing certain flavors and blends for the EMEA region, is steadily increasing production, and is investigating the feasibility of a juice plant to produce EMEA’s juice product requirements.

The comparative results of operations for the twelve-months ended December 31, 2020 included a non-recurring tax benefit of approximately $165.1 million due to an intra-entity transfer of intangible assets between certain of the Company’s foreign subsidiaries, which resulted in a step-up of the tax-deductible basis in the transferred assets in a foreign jurisdiction, and created a temporary difference between the tax basis and the book basis for such intangible assets (the “Non-Recurring Tax Benefit”), as well as reduced marketing, sponsorships and certain other operating expenses, largely as a consequence of the COVID-19 pandemic.

These items should be taken into consideration when evaluating comparative performance for the twelve-months ended December 31, 2021 as compared to the twelve-months ended December 31, 2020.

The comparative 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”).

The comparative 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.

Our growth strategy includes expanding our international business.

The comparative 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.

On February 17, 2022, we completed our acquisition of CANarchy Craft Brewery Collective LLC (“CANarchy”), a craft beer and hard seltzer company, for $330.0 million in cash, subject to adjustments.

The transaction allows us to enter the alcohol beverage

acquisitions of real property, property and equipment.

| | ● | the increased costs resulting from importing aluminum cans and other raw materials and ingredients; |

| | ● | limitations on co-packing availability; |

The comparative net sales for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.

Shortages of certain NOS® concentrates negatively impacted net sales for the year ended December 31, 2021.

During the comparative 2020 period, the Company decreased expenditures for sponsorship and endorsements and decreased expenditures for travel and entertainment, each largely as a consequence of the COVID-19 pandemic.

The impact of the COVID-19 pandemic was less pronounced on our sales and marketing programs during the year ended December 31, 2021.

Operating income for the year ended December 31,2019 (pre COVID-19) was $1.4 billion, or 33.4% of net sales.

The comparative provision for income taxes for the year ended December 31, 2020 included the Non-Recurring Tax Benefit of approximately $165.1 million.

The comparative gross billings for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.

The comparative gross billings 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.

Shortages of NOS® concentrate negatively impacted gross billings for the year ended December 31, 2021.

commissions and other expenses of $772.2 million for the year ended December 31, 2020.

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

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

| Less: AFF third party net sales (in Thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

1_Excludes Other segment net sales of $25.9 million, $27.0 million and $21.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, comprised of sales of our AFF Third-Party Products to independent third parties as these sales do not have unit case equivalents._

| Less: AFF third-party sales | ​ | | (25,917) | ​ | | (27,038) | ​ | | (21,865) |

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 [removed: juice concentrates, increases in the price of] aluminum cans, as well as sugar, sucralose and other sweeteners, glucose, sucrose, [added: juice concentrates,] milk, cream, [removed: protein, coffee and] [added: coffee,] tea, [added: hops, malt and yeast,] all of which are used in some or many of our products), fluctuations in energy and fuel prices, [removed: and limited] [added: as well as limitations in the] availability of aluminum cans and certain other raw [added: materials and packaging] materials.

Our net sales to customers outside of the United States were approximately 37% [removed: and 33%] of consolidated net sales for [added: both] the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]

During the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] have terms of three months or less.

Therefore, gains and losses on our foreign currency exchange contracts are recognized in other [added: (expense)] income, net, in the consolidated statements of income, and are largely offset by the changes in the fair value of the underlying economically hedged item.

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: 2021] [added: 2022] to be significant.

[added: As of December 31, 2022, we had $1.31 billion in cash and cash equivalents, $1.36 billion in short-term investments and $61.4 million in long-term investments] Certain of these investments are subject to general credit, liquidity, market and interest rate risks.

As of December 31, 2021, we had $1.33 billion in cash and cash equivalents, $1.75 billion in short-term investments and $99.4 million in long-term investments including certificates of deposit, commercial paper, U.S. government agency securities, U.S. treasuries, and to a lesser extent, municipal securities.

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

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2021] [added: 2022] for the “alternative” beverage category of the market are estimated at approximately [removed: $67.0] [added: $72.9] billion, representing an increase of approximately [removed: 11.4%] [added: 10.4%] over estimated domestic U.S. wholesale sales in [removed: 2020] [added: 2021] of approximately [removed: $60.1] [added: $66.1] billion.

We have [removed: three] [added: four] operating and reportable [removed: segments,] [added: segments:] (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks, Reign Total Body Fuel® high performance energy [removed: drinks] [added: drinks, Monster_®_ Tour WaterTM] and True North® Pure Energy Seltzers, (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 2015 as well as our affordable energy brands, [removed: and] (iii) [added: Alcohol Brands segment (“Alcohol Brands”), which is primarily comprised of the various craft beers and hard seltzers purchased as part of our acquisition of CANarchy Craft Brewery Collective LLC (“CANarchy”) on February 17, 2022 as well as The Beast UnleashedTM FMBs and (iv)] Other segment (“Other”), which is comprised of certain products sold by American Fruits and Flavors LLC (“AFF”), a wholly-owned subsidiary of the Company, to independent third-party customers (the “AFF Third-Party Products”).

On February 17, 2022, we completed our acquisition of [removed: CANarchy Craft Brewery Collective LLC (“CANarchy”),] [added: CANarchy,] a craft beer and hard seltzer company, for [removed: $330.0] [added: $329.5] million in [removed: cash, subject to adjustments.][added: cash (net of cash acquired), after certain working capital adjustments (the “CANarchy Transaction”).]

The transaction [removed: allows us to enter] [added: facilitates our entry into] the alcohol beverage sector and brings the Cigar [removed: City] [added: CityTM] family of brands including Jai [removed: Alai] [added: Alai®] IPA and Florida [removed: Man] [added: ManTM] IPA, the Oskar [removed: Blues] [added: BluesTM] family of brands including Dale’s Pale [removed: Ale and] [added: Ale®,] Wild [removed: Basin] [added: BasinTM] Hard Seltzers, the Deep [removed: Ellum] [added: EllumTM] family of brands including Dallas [removed: Blonde] [added: Blonde®] and Deep [removed: Ellum] [added: EllumTM] IPA, the Perrin Brewing [added: CompanyTM] family of brands including Black Ale, the [removed: Squatters] [added: Squatters®] family of brands including Hop [removed: Rising] [added: Rising®] Double IPA and [removed: Juicy IPA and] the [removed: Wasatch] [added: Wasatch®] family of brands including Apricot Hefeweizen to our beverage portfolio.

The transaction [removed: does] [added: did] not include CANarchy’s stand-alone restaurants.

Our organizational structure for our existing energy beverage business [removed: will remain] [added: remains] unchanged.

CANarchy [removed: will function] [added: is functioning] independently, retaining its own organizational structure and team.

[removed: 2021] [added: 2022] Product Introductions

During [removed: 2021,] [added: 2022,] we continued to expand our existing energy drink portfolio by adding additional products to our portfolio in a number of countries and further developed our distribution markets.

During [removed: 2021,] [added: 2022,] we sold the following new products to our customers:

[removed: -] [added: | | ● |] Monster® (stylized) Reserve [removed: Watermelon][added: Orange Dreamsicle |]

[removed: -] [added: | | ● |] Monster Energy® Ultra [removed: Gold®][added: Peachy Keen® |]

[removed: -] [added: | | ● |] Rehab® Monster® [removed: Strawberry Lemonade][added: Watermelon |]

[removed: -] [added: | | ● |] Reign Total Body Fuel® [removed: Cherry Limeade][added: Reignbow Sherbet |]

[removed: -] [added: | | ● |] Reign Total Body Fuel® [removed: White Gummy Bear][added: Tropical Storm |]

Those products or product lines discontinued in [removed: 2021,] [added: 2022,] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

[removed: 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® Aussie Style LemonadeTM, Juice Monster® Khaos®, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® PapillonTM,] [added: Monarch in certain countries)] Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, [removed: Monster® Mango Loco,] Monster Energy® [removed: Zero Sugar, Monster Energy®] Import, Monster Energy® Export, M3(stylized)®, Monster [removed: Energy® Super Concentrate, Monster] Mule®, Monster Cuba Libre®, Monster Energy Zero Ultra®, Monster Energy Ultra Black®, Monster Energy Ultra Blue®, Monster Energy Ultra [removed: Citron®, Monster Energy Ultra] Fiesta® Mango, Monster Energy® Ultra [removed: Gold®,] [added: Golden Pineapple®,] Monster Energy Ultra Paradise®, Monster Energy® Ultra Peachy Keen®, Monster Energy Ultra Red®, Monster Energy Ultra Rosa®, Monster Energy Ultra [added: Strawberry Dreams®, Monster Energy Ultra] Sunrise®, Monster Energy Ultra Violet®, Monster Energy Ultra® Watermelon, Monster Energy® Mixxd Punch, Monster Energy® Valentino Rossi, Monster Energy® Lewis Hamilton 44, Monster Energy® [added: Lewis Hamilton 44 Zero Sugar, Monster Energy®] Super Cola® (Japan), Monster® (stylized) Reserve [added: Kiwi Strawberry, Monster® (stylized) Reserve Orange Dreamsicle, Monster® (stylized) Reserve] Watermelon and Monster® (stylized) Reserve White Pineapple.

We offer the following [removed: espresso +] energy drinks under the [removed: Espresso Monster®] [added: Monster Energy® Nitro] product line: [removed: Espresso and Milk, Salted Caramel] [added: Cosmic Peach] and [removed: Vanilla Espresso.][added: Super Dry.]

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

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

We offer the following energy drink under the [removed: Monster Energy® Nitro] [added: BU®] product line: [removed: Super Dry.][added: Original.]

We offer the following energy drinks under the Rehab® Monster® product line: [removed: Orangeade,] Peach Tea, Raspberry Tea, Strawberry Lemonade, Tea + Lemonade and Watermelon.

We offer the following energy [removed: shakes] [added: drinks] under the [removed: Muscle Monster® Energy Shakes] [added: Live+®] product line: [removed: Chocolate] [added: Ascend, Ignite, Persist] and [removed: Vanilla.][added: Watermelon.]

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

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

We offer the following energy drinks under the BPM® product line: Focus Berry Red, [removed: Hydrate Citrus Green,Mango, Sour Twist] [added: Mango] and [removed: Zero Orange.][added: Sour Twist.]

We offer the following energy drinks under the [removed: BU®] [added: NOS_®_] product line: [removed: Island Punch] [added: GT Grape, Original] and [removed: Original.][added: Sonic Sour.]

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

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

We offer the following energy drinks under the [removed: Live+®] [added: Relentless_®_] product line: [removed: Ascend, Ignite] [added: Apple Kiwi, Cherry, Origin, Passion Punch, Peach,] and [removed: Persist.][added: Raspberry.]

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

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

We offer the following energy drinks under the [removed: NOS_®_] [added: Ultra Energy®] product line: [removed: GT Grape, Nitro Mango,] [added: Apple Kiwi,] Original, [removed: Sonic Sour] [added: Passion Punch, Peach Mango] and [removed: Turbo.][added: Zero Raspberry.]

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

We offer the following energy drinks under the Predator_®_ product line: Gold Strike, Malt Smash, Mango Mayhem, Mean Green, [added: Peach,] Purple Rain, Red [removed: Dawn,] [added: Apple,] Spicy Ginger and Tropical.

Our products are packaged in a variety of different package types and sizes including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable [removed: ends] [added: ends, kegs] as well as polyethylene terephthalate (PET) plastic bottles.

[removed: We do not operate our own manufacturing facilities for finished goods, but instead] [added: In 2022, we continued to] outsource the manufacturing process [added: for our finished goods energy drink products] to third-party bottlers and contract packers.

We purchase flavor ingredients, flavors, concentrates, sweeteners, juices, supplement ingredients, cans, bottles, caps, labels, trays, boxes and other ingredients for our [removed: beverage] [added: non-alcohol] products from ingredient suppliers, which are delivered to our various third-party bottlers and co-packers.

All of our [added: non-alcohol and certain alcohol] finished goods are manufactured by various third-party bottlers and co-packers situated throughout the United States and abroad, under separate arrangements with each party.

We also develop, market, sell and distribute craft beers, hard seltzers and flavored malt beverages (“FMBs”) under a number of brands, including Jai Alai® IPA, Florida ManTM IPA, Dale’s Pale Ale®, Wild BasinTM Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing CompanyTM Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The Beast UnleashedTM and a host of other brands.

We also develop, market, sell and distribute still and sparkling waters under the Monster® Tour WaterTM brand name.

The Company’s Alcohol Brands segment primarily generates operating revenues by selling kegged and ready-to-drink canned beers, hard seltzers and FMBs, primarily to beer distributors in the United States.

Generally, the Alcohol Brands segment will have lower gross profit margin percentages than the Monster Energy® Drinks segment.

| | ● | Java Monster® Cold Brew Latte |

| | ● | Java Monster® Cold Brew Sweet Black |

| | ● | Juice Monster® Aussie Style LemonadeTM |

| | ● | Live+® Watermelon |

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

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

| | ● | Monster Energy® Lewis Hamilton 44 Zero Sugar |

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

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

| | ● | Mother® Kiwi Sublime |

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

| | ● | Mother® Lava Guava |

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

| | ● | Nalu® Melon Splash |

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

| | ● | Play® Fruit Punch |

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

| | ● | Play® Peach |

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

| | ● | Predator® Peach |

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

| | ● | Predator® Red Apple |

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

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

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

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

| | ● | Relentless® Peach |

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

| | ● | Relentless® Raspberry |

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

We offer the following energy drinks under the Monster Energy® drink product line: Monster Energy®, Monster Energy® Zero Sugar, Lo-Carb Monster Energy®, Monster Assault®, Monster® Mango Loco®, Juice Monster® Aussie Style LemonadeTM, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® PapillonTM (Juiced Monster®

_Monster® Tour Water_TM _–_ a line of deep well still and sparkling waters.

_Reign Storm_® _Total Wellness Energy Drinks_ – a line of better-for-you energy drinks with natural caffeine, Biotin, Zinc, B vitamins, Vitamin A and Vitamin C, with zero sugar.

We offer the following under the Reign Storm® Total Wellness Energy product line: Valencia Orange, Kiwi Blend, Peach Nectarine, and Harvest Grape.

Products – Alcohol Brands Segment

_Cigar City_TM _–_ a line of craft beers.

- BPM® Mango

- Fury® Mean Green

- Monster® (stylized) Reserve White Pineapple

- Monster Energy® Super Cola® (Japan)

- Monster Hydro® Energy Water Watermelon

- Monster Hydro® Super SportTM Killer KiwiTM

- Monster Hydro® Super SportTM Macho MangoTM

- Mother® Zero Sugar Razzle Berry

- Nalu® Hibiscus Rooibos

- Play® Zero Raspberry

- Predator® Malt Smash

- Predator® Mango Mayhem

- Predator® Spicy Ginger

- Predator® Tropical

- Reign Inferno® Thermogenic Fuel Watermelon Warlord

- True North® Pure Energy Seltzer Black Cherry

- True North® Pure Energy Seltzer Cucumber Lime

- True North® Pure Energy Seltzer Grapefruit Lemonade

- True North® Pure Energy Seltzer Mandarin Yuzu

- True North® Pure Energy Seltzer Watermelon Mist

- True North® Pure Energy Seltzer White Peach Pear

_Espresso Monster® Espresso + Energy Drinks_ – a line of non-carbonated dairy based espresso + energy drinks.

_Monster HydroSport Super Fuel® Hydration + Energy Drinks_ – a line of non-carbonated, advanced hydration + energy drinks with BCAA’s.

We offer the following advanced hydration + energy drinks under the Monster HydroSport Super Fuel® product line: Blue Streak, Charge, Hang Time and Striker.

_Muscle Monster_® _Energy Shakes_ – a line of non-carbonated energy shakes containing 27-grams of protein.

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

We offer the following energy drinks under the Ultra Energy® product line: Apple Kiwi, Fury, Mango, Original, Passion Punch, Peach Mango and Zero Raspberry.

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.

As a result of the COVID-19 pandemic, global inflation, unanticipated increases in demand, labor shortages and supply chain disruptions, we experienced shortages of certain raw materials, such as aluminum cans and ingredients, and increased import and operating costs in 2021 and will likely continue to experience such costs in fiscal year 2022.

See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Distribution and Supply Chain” for more information on such shortages and how we have, and will continue to, remediate such challenges in our supply chain.

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

PepsiCo also markets and/or distributes additional products in that market segment such as Pepsi Max, Mountain Dew, MTN Dew Energy, MTN Dew Kickstart and MTN Dew Game Fuel.

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 and Gatorade G Series 03 Recover.

This increase was primarily due to increased expenditures for sponsorship and endorsements as well as social and digital marketing.

During the comparative twelve-months ended December 31, 2020, we decreased expenditures for sponsorship and endorsements and decreased expenditures for travel and entertainment, each largely as a consequence of the COVID-19 pandemic.

The impact of the COVID-19 pandemic was less pronounced on our sales and marketing programs in the twelve-months ended December 31, 2021.

We increased expenditures for our sales and marketing programs by approximately 9.2% in the twelve-months ended December 31, 2021 compared to the twelve-months ended December 31, 2019 (pre COVID-19).

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

As of December 31, [added: 2022 and] 2021, no loss contingencies were included in the Company’s consolidated balance [removed: sheet.][added: sheets.]

On September 29, 2022, a jury in the U.S. District Court for the Central District of California (the “District Court”) awarded Monster Energy Company (“MEC”) approximately $293 million in damages in its false advertising and trade secrets case against Vital Pharmaceuticals, Inc. (“VPX”), the maker of Bang Energy.

The jury found VPX and its chief executive officer to have falsely advertised the “Super Creatine” ingredient of Bang Energy and to have acted willfully and deliberately in violating the federal Lanham Act.

The jury also found that VPX stole trade secrets and interfered with MEC’s contracts over shelf space with certain key vendors.

The parties are currently briefing post-verdict issues, including MEC’s motion for a permanent injunction relating to “Super Creatine” and request for enhanced and punitive damages.

In April 2022, MEC and Orange Bang, Inc. (“Orange Bang”) filed a joint motion in the District Court to confirm a final arbitration award against VPX that awarded MEC and Orange Bang $175.0 million and a 5% royalty on all future sales of VPX’s Bang Energy drink and other Bang-branded products as well as certain fees and costs.

Pursuant to the terms of the agreement between MEC and Orange Bang, the award and future royalties will, after accounting for MEC’s expended fees and costs, be shared equally between MEC and Orange Bang.

The arbitration arose from a settlement agreement that VPX entered into in 2010 with Orange Bang, a family-owned beverage business.

Pursuant to the terms of that agreement, VPX is only permitted to use the Bang mark on “creatine-based” products or on Bang products that are marketed and sold

only in the vitamin and dietary supplement sections of stores.

On September 29, 2022, the District Court entered final judgment confirming the award.

On October 28, 2022, VPX filed a notice of appeal of the District Court’s final judgment confirming the award.

On October 10, 2022, VPX, along with certain of its domestic subsidiaries and affiliates, filed for protection under Chapter 11 of the Bankruptcy Code in the Southern District of Florida.

Due to such ongoing proceedings, VPX’s appeal of the District Court’s final judgment confirming the final arbitration award is stayed.

While reserving all rights to appeal, VPX made its first royalty payment of $3.6 million on February 14, 2023, which is for sales of Bang Energy drinks and other Bang-branded products from October 10, 2022 through December 31, 2022.

This payment is subject to potential claw back if, among other things, the judgment and final arbitration award are overturned on appeal or VPX becomes administratively insolvent.

In addition, per ASC 450 “Contingencies”, the Company will not recognize the September 2022 jury award or April 2022 arbitration award until the awards are realized or realizable.

As of March 1, 2023, the proceedings have yet to progress to a stage where there is sufficient information for an accurate timeline of when the awards, including any royalty payments received, will be realized or realizable, if at all.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $43,749,615,959] [added: $44,291,170,358] computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, [removed: 2021,] [added: 2022,] 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 16, [removed: 2022] [added: 2023] was [removed: 529,358,860] [added: 522,409,358] 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: 2022] [added: 2023] 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: 2021.][added: 2022.]

| [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | ​ | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | [removed: 40] [added: 39] |

| [2.](#ITEM2PROPERTIES_652488) | ​ | [Properties](#ITEM2PROPERTIES_652488) | [removed: 40] [added: 39] |

| [3.](#ITEM3LEGALPROCEEDINGS_355230) | ​ | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_355230) | [removed: 41] [added: 40] |

| [6.](#ITEM6SELECTEDFINANCIALDATA_497581) | ​ | [\[Reserved\]](#ITEM6SELECTEDFINANCIALDATA_497581) | [removed: 43] [added: 44] |

| [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | ​ | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 66] [added: 67] |

| [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | ​ | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 66] [added: 67] |

| [9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 66] [added: 68] |

| [9A.](#ITEM9ACONTROLSANDPROCEDURES_106507) | ​ | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_106507) | [removed: 67] [added: 68] |

| [9B.](#ITEM9BOTHERINFORMATION_368767) | ​ | [Other Information](#ITEM9BOTHERINFORMATION_368767) | [removed: 69] [added: 70] |

| [9C](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC). | ​ | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | [removed: 69] [added: 70] |

| [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | ​ | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 69] [added: 71] |

| [11.](#ITEM11EXECUTIVECOMPENSATION_330828) | ​ | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_330828) | [removed: 69] [added: 71] |

| [12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 69] [added: 71] |

| [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 70] [added: 72] |

| [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | ​ | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 70] [added: 72] |

| [15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | ​ | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 71] [added: 73] |

| [16.](#ITEM16FORM10KSUMMARY_855159) | ​ | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_855159) | [removed: 71] [added: 73] |

| ​ | ​ | [Signatures](#SIGNATURES_717339) | [removed: 74] [added: 76] |

| ​ | ​ | ​ |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

As of February 16, [removed: 2022,] [added: 2023,] our principal properties include our corporate headquarters as well as our Southern California warehouse and distribution center.

In addition, we lease many smaller office and/or [removed: warehouse] [added: warehouse/manufacturing] spaces, both domestically and in certain international locations.

During 2022, we acquired certain real property and equipment in Norwalk, California.

We intend to utilize the property as a manufacturing facility for certain of our products.

As of February 16, [removed: 2022,] [added: 2023,] there were [removed: 529,358,860] [added: 522,409,358] shares of the Company’s common stock outstanding held by approximately [removed: 189] [added: 183] holders of record.

[removed: Stock] [added: Stock] Price and Dividend [removed: Information][added: Information]

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

During the year ended December 31, [removed: 2021,] [added: 2022,] no shares were [removed: purchased] [added: repurchased] under the [removed: March 2020] [added: November 2022] Repurchase Plan.

As of [removed: February 28, 2022, $441.5] [added: March 1, 2023, $182.8] million remained available for repurchase under the [removed: March 2020] [added: June 2022] Repurchase Plan.

During the year ended December 31, [removed: 2021,] [added: 2022,] 0.2 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: $13.8] [added: $12.5] million.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2016.][added: 2017.]

The Company’s [added: current] self-selected peer group is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018), [added: Constellation Brands, Inc., Molson Coors Beverage Company and PepsiCo, Inc. The Company’s former self-selected peer group is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018),] National Beverage Corporation, Jones Soda Company and PepsiCo, Inc. [added: The Company removed National Beverage Corporation and Jones Soda Company from its peer group and added Constellation Brands, Inc. and Molson Coors Beverage Company to its peer group, as such latter companies have higher market capitalizations and because the Company has recently entered the alcohol beverage industry.]

During the year ended December 31, 2022, the Company purchased approximately 5.1 million shares of common stock at an average purchase price of $86.89 per share, for a total amount of approximately $441.5 million (excluding broker commissions), which exhausted the availability under the March 2020 Repurchase Plan.

On June 14, 2022, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “June 2022 Repurchase Plan”).

During the year ended December 31, 2022, the Company purchased approximately 3.6 million shares of common stock at an average purchase price of $88.73 per share, for a total amount of approximately $317.2 million (excluding broker commissions), under the June 2022 Repurchase Plan.

On November 2, 2022, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “November 2022 Repurchase Plan”).

As of March 1, 2023, $500.0 million remained available for repurchase under the November 2022 Repurchase Plan.

The aggregate amount of the Company’s outstanding common stock that remains available for repurchase under all previously authorized repurchase plans is $682.8 million as of March 1, 2023.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, 2022.

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 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, 2022 | ​ | 2,263,063 | ​ | $ | 89.10 | ​ | 2,263,063 | ​ | $ | 182,837 |

| November 2, 2022 Authorization | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 500,000 |

| Nov 1 – Nov 30, 2022 | | — | ​ | $ | — | | — | ​ | $ | 682,837 |

| Dec 1 – Dec 31, 2022 | | — | ​ | $ | — | | — | ​ | $ | 682,837 |

_¹Excluding broker commissions paid._

_²Net of broker commissions paid._

No shares were repurchased during the quarter ended December 31, 2021.

*​*

The information required to be furnished in response to this Item 8 follows the signature page and Index to Exhibits hereto at pages [removed: 76] [added: 77] through [removed: 122.][added: 125.]

Under the supervision and with the participation of our management, including our Co-Chief Executive 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: 2020,] [added: 2022,] based on the framework in _Internal Control – Integrated Framework_ _(2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our management’s evaluation under the framework in _Internal Control - Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their [removed: attestation report, which is included herein.][added: attestation.]

_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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] of the Company and our report dated [removed: February 28, 2022,] [added: March 1, 2023,] expressed an unqualified opinion on those financial statements.

March 1, 2023

February 28, 2022

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: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2021] [added: 2022] (the [removed: “2022] [added: “2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

Information concerning the compensation of our directors and executive officers and Compensation Committee Interlocks and Insider Participation is reported under the captions “Compensation Discussion and Analysis,” and “Compensation Committee,” respectively, in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

Information concerning the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock; (b) each of the Company’s directors and nominees for director; and (c) the Company’s executive officers and all of the Company’s current directors and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| ​ | [removed: ​] | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID No. 34) | | [removed: 77] [added: 78] |

| ​ | ​ | [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BALANCESHEETS_625207)] [added: 2021](#BALANCESHEETS_625207)] | ​ | [removed: 80] [added: 81] |

| ​ | ​ | [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] [added: 2020](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] | ​ | [removed: 81] [added: 82] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#COMPREHENSIVEINCOME_444106)] [added: 2020](#COMPREHENSIVEINCOME_444106)] | ​ | [removed: 82] [added: 83] |

| ​ | ​ | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#EQUITY_813398)] [added: 2020](#EQUITY_813398)] | ​ | [removed: 83] [added: 84] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CASHFLOWS_256883)] [added: 2020](#CASHFLOWS_256883)] | ​ | [removed: 84] [added: 85] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | ​ | [removed: 86] [added: 87] |

| ​ | ​ | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#SCH)] [added: 2020](#SCH)] | ​ | [removed: 122] [added: 125] |

| 10.16+ | [Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors [added: as Amended and Restated on February 23, 2022] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to our Form [removed: S-8] [added: 10-Q] dated [removed: June 21, 2017).](https://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d1.htm)] [added: May 6, 2022).](https://www.sec.gov/Archives/edgar/data/865752/000110465922057028/mnst-20220331xex10d1.htm)] |

| 21* | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex21.htm)] |

| 23* | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex23.htm)] |

| 31.1* | [Certification by 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/865752/000110465922028182/mnst-20211231xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex31d1.htm)] |

| 31.2* | [Certification by 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/865752/000110465922028182/mnst-20211231xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex31d2.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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex31d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex31d3.htm)] |

| 32.1* | [Certification by 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/865752/000110465922028182/mnst-20211231xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex32d1.htm)] |

| 32.2* | [Certification by 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/865752/000110465922028182/mnst-20211231xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex32d2.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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex32d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465923027245/mnst-20221231xex32d3.htm)] |

| 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022] are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] 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: 2021,] [added: 2022,] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |

| /s/ RODNEY C. SACKS | | Rodney C. Sacks | | Date: [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ HILTON H. SCHLOSBERG | ​ | Hilton H. Schlosberg | ​ | Date: [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ RODNEY C. SACKS | ​ | Chairman of the Board of | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ HILTON H. SCHLOSBERG | ​ | Vice Chairman of the Board of Directors | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ THOMAS J. KELLY | ​ | Chief Financial Officer (principal financial | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ ANA DEMEL | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ JAMES L. DINKINS | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ GARY P. FAYARD | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ MARK J. HALL | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ TIFFANY M. HALL | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ JEANNE P. JACKSON | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ STEVEN G. PIZULA | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| /s/ MARK S. VIDERGAUZ | ​ | Director | ​ | [removed: February 28, 2022] [added: March 1, 2023] |

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) | [removed: 77] [added: 78] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BALANCESHEETS_625207)] [added: 2021](#BALANCESHEETS_625207)] | [removed: 80] [added: 81] |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#STATEMENTSOFINCOME_553557)] [added: 2020](#STATEMENTSOFINCOME_553557)] | [removed: 81] [added: 82] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#COMPREHENSIVEINCOME_444106)] [added: 2020](#COMPREHENSIVEINCOME_444106)] | [removed: 82] [added: 83] |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#EQUITY_813398)] [added: 2020](#EQUITY_813398)] | [removed: 83] [added: 84] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CASHFLOWS_256883)] [added: 2020](#CASHFLOWS_256883)] | [removed: 84] [added: 85] |

| [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | [removed: 86] [added: 87] |

| [Financial Statement Schedule – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#SCH)] [added: 2020](#SCH)] | [removed: 122] [added: 125] |

We have audited the accompanying consolidated balance sheets of Monster Beverage Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in _Internal Control–Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated [removed: February 28, 2022,] [added: March 1, 2023,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Accrued Promotional Allowances — Refer to Note [removed: 2] [added: 3] to the financial statements

Promotional and other allowances [added: for the Company’s energy drink products] primarily include consideration given to [added: its non-alcohol] bottlers/distributors or retail customers, including, but not limited to, the following: (i) discounts granted off list prices to support price promotions to end consumers by retailers; (ii) reimbursements given to bottlers/distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances, and other fees for both new and existing products; (iii) agreed share of fees given to bottlers/distributors and/or directly to retailers for advertising, in-store marketing, and promotional activities; (iv) agreed share of slotting, shelf space allowances, and other fees given directly to retailers, club stores and/or wholesalers; (v) incentives given to bottlers/distributors and/or retailers for achieving or exceeding certain predetermined sales goals; (vi) discounted or free products; (vii) contractual fees given to bottlers/distributors related to sales made by the Company directly to certain customers that fall within the bottlers’/distributors’ sales territories; and (viii) certain commissions paid based on sales to bottlers/distributors.

The promotional programs [added: for the Company’s energy drink products] are of varying durations, typically ranging from one week to one year based on the agreed-upon terms.

Total promotional expenditures included as a reduction to net sales were [removed: $924.7] [added: $990.6] million for the year ended December 31, [removed: 2021,] [added: 2022,] and accrued promotional allowances were [removed: $211.5] [added: $255.6] million as of December 31, [removed: 2021.][added: 2022.]

We identified accrued promotional allowances as a critical audit matter because of the extent and subjective nature of management judgment required with respect to estimating consumer participation and/or distributor and retail customer performance levels and future promotional [removed: claims.][added: claims, which required a high degree of auditor judgement and an increased extent of effort.]

| 16.1 | [Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated January 13, 2023 (incorporated by reference to Exhibit 16.1 to our Form 8-K dated January 13, 2023).](https://www.sec.gov/Archives/edgar/data/865752/000110465923003829/tm233359d1_ex16-1.htm) |

March 1, 2023

| ​ | | 2022 | | | 2021 | |

| Cash and cash equivalents | ​ | $ | 1,307,141 | ​ | $ | 1,326,462 |

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

FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (In Thousands)

| Exercise of stock options | ​ | 1,801 | ​ | ​ | 9 | ​ | ​ | 64,006 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 64,015 |

| Repurchase of common stock | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (8,824) | ​ | ​ | (771,028) | ​ | ​ | (771,028) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,191,624 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,191,624 |

| Balance, December 31, 2022 | | 641,844 | ​ | $ | 3,209 | ​ | $ | 4,780,013 | ​ | $ | 9,001,173 | ​ | $ | (159,073) | ​ | (119,544) | ​ | $ | (6,600,281) | ​ | $ | 7,025,041 |

FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (In Thousands)

| Net income | ​ | $ | 1,191,624 | ​ | $ | 1,377,475 | ​ | $ | 1,409,594 |

| Acquisition of CANarchy, net of cash | ​ | | (329,472) | ​ | | — | ​ | | — |

Accounts payable included equipment purchases of $2.9 million, $0.6 million and $0.6 million as of December 31, 2022, 2021 and 2020, respectively.

The Company also develops, markets, sells and distributes craft beers, flavored malt beverages (“FMBs”) and hard seltzers under a number of brands, including Jai Alai® IPA, Florida ManTM IPA, Dale’s Pale Ale®, Wild BasinTM Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing CompanyTM Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The Beast UnleashedTM and a host of other brands.

Amounts previously classified in certain property and equipment balances totaling $20.1 million as of December 31, 2021 have been reclassified to assets under construction to conform to presentation as of December 31, 2022.

Goodwill is not amortized; instead, goodwill is

We presently have more than 17,500 registered trademarks and pending applications in various countries worldwide, and we apply for new trademarks on an ongoing basis.

We regard our trademarks, service marks, copyrights, domain names, trade dress and other intellectual property as very important to our business.

We consider Monster®, Monster Energy®, ®, Monster Energy Ultra®, Monster Dragon Iced Tea®, Unleash the Beast!®, Rehab® Monster®, Java Monster®, Muscle Monster®, Punch Monster®, Juice Monster®, Hydro® (stylized), Monster HydroSport Super Fuel®, Hydro Super Sport®, Monster Super Fuel®, Espresso Monster®, Monster Energy® Nitro, Reign Total Body Fuel®, Reign Inferno®, True North®, BU®, Nalu®, NOS®, Full Throttle®, Burn®, Mother®, Ultra Energy®, Play® and Power Play® (stylized), Relentless®, Predator®, Fury®, Live+®, BPM®, Gladiator®, Samurai®, Oskar Blues Brewery®, Cigar City®, Deep Ellum Brewing Co®, Perrin Brewing Company®, Squatters®, Wasatch®, Jai Alai®, Dale’s Pale Ale®, Dallas Blonde®, Wild Basin®, Dale’s®, Mama’s Little Yella Pils®, Hop Rising® and The Beast UnleashedTM to be our core trademarks.

We also own the intellectual property of our most important flavors for certain of our Monster Energy® Brand energy drinks in perpetuity.

The fair value is estimated

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

The following table summarizes the final fair value allocations of the CANarchy Transaction:

| ​ | ​ | Identifiable | | ​ | ​ | ​ |

| ​ | ​ | Assets Acquired | | ​ | ​ | ​ |

| ​ | ​ | and Liabilities | | ​ | ​ | Consideration |

| ​ | | Assumed | | | Transferred | |

| Intangibles - trademarks (non-amortizing) | ​ | $ | 89,500 | ​ | $ | — |

| Intangibles - customer relationships (amortizing) | | ​ | 54,500 | | ​ | — |

| Intangibles - permits (non-amortizing) | | ​ | 6,000 | | ​ | — |

| Property and equipment | | ​ | 81,285 | | ​ | — |

| Inventory | | ​ | 18,300 | | ​ | — |

| Right-of-use assets | | ​ | 12,836 | | ​ | — |

| Operating lease liabilities | | ​ | (12,836) | | ​ | — |

| Working capital (excluding inventory) | | ​ | (5,640) | | ​ | — |

| Other | | ​ | (770) | | ​ | — |

| Goodwill | | ​ | 86,298 | | ​ | — |

| Cash | | ​ | 3,248 | | ​ | 332,721 |

| Total | ​ | $ | 332,721 | ​ | $ | 332,721 |

| ​ | ​ | ​ | ​ | ​ |

| /s/ BENJAMIN M. POLK | ​ | Director | ​ | February 28, 2022 |

| Benjamin M. Polk | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Balance, January 1, 2019 | | 630,970 | | $ | 3,155 | | $ | 4,238,170 | | $ | 3,914,645 | | $ | (32,864) | | (87,294) | | $ | (4,512,205) | | $ | 3,610,901 |

| Exercise of stock options | | 5,490 | ​ | ​ | 27 | ​ | ​ | 92,336 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 92,363 |

| Adjustment to excess tax benefits from prior periods | ​ | — | ​ | ​ | — | ​ | ​ | 3,649 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 3,649 |

| Repurchase of common stock | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (12,468) | ​ | ​ | (707,300) | ​ | ​ | (707,300) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,107,835 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,107,835 |

| CASH AND CASH EQUIVALENTS, beginning of year | ​ | | 1,180,413 | ​ | | 797,957 | ​ | | 637,513 |

| Monster Energy® Drinks | ​ | $ | 2,799,701 | ​ | $ | 599,706 | ​ | $ | 326,684 | ​ | $ | 177,938 | ​ | $ | 3,904,029 |

| Strategic Brands | ​ | ​ | 173,968 | ​ | ​ | 74,803 | ​ | ​ | 25,060 | ​ | ​ | 1,094 | ​ | ​ | 274,925 |

| Other | ​ | ​ | 21,865 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 21,865 |

| Total Net Sales | ​ | $ | 2,995,534 | ​ | $ | 674,509 | ​ | $ | 351,744 | ​ | $ | 179,032 | ​ | $ | 4,200,819 |

| ​ | ​ | December 31, 2020 | | | | | | | | | |

| Total | ​ | $ | 21,379 | ​ | $ | 1,001 |

| ​ | ​ | December 31, 2020 | | | | |

| Total | ​ | $ | 20,513 | ​ | $ | 823 |

| ​ | ​ | December 31, 2020 | | | ​ |

| 2022 | ​ | $ | 4,605 | ​ | $ | 964 |

| 2023 | ​ | | 3,821 | ​ | | 21 |

| 2024 | ​ | | 2,978 | ​ | | 13 |

| 2025 | ​ | | 1,669 | ​ | | 8 |

| 2026 | ​ | ​ | 1,692 | ​ | ​ | — |

| Commercial paper | ​ | $ | 119,886 | ​ | $ | — | ​ | $ | — | ​ | $ | 119,886 | ​ | $ | — | ​ | $ | — |

| U.S. treasuries | ​ | ​ | 650,386 | ​ | ​ | 150 | ​ | ​ | 69 | ​ | ​ | 650,467 | ​ | ​ | 69 | ​ | ​ | — |

| U.S. treasuries | ​ | ​ | 33,946 | ​ | ​ | 1 | ​ | ​ | 7 | ​ | ​ | 33,940 | ​ | ​ | 7 | ​ | ​ | — |

| Total | ​ | $ | 925,559 | ​ | $ | 165 | ​ | $ | 79 | ​ | $ | 925,645 | ​ | $ | 79 | ​ | $ | — |

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

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

| Cash | ​ | $ | 796,421 | ​ | $ | — | ​ | $ | — | ​ | $ | 796,421 |

| Commercial paper | ​ | | — | ​ | | 130,883 | ​ | | — | ​ | | 130,883 |

| Municipal securities | ​ | | — | ​ | | 9,083 | ​ | | — | ​ | | 9,083 |

| U.S. treasuries | ​ | ​ | — | ​ | ​ | 701,922 | ​ | ​ | — | ​ | ​ | 701,922 |

| Total | ​ | $ | 1,149,151 | ​ | $ | 954,329 | ​ | $ | — | ​ | $ | 2,103,480 |

| Cash and cash equivalents | ​ | $ | 1,149,151 | ​ | $ | 31,262 | ​ | $ | — | ​ | $ | 1,180,413 |

| Investments | ​ | | — | ​ | | 44,291 | ​ | | — | ​ | | 44,291 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |