10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013 Commission File Number 0-18761

MONSTER BEVERAGE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	39-1679918
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

550 Monica Circle, Suite 201

Corona, California 92880

(Address of principal executive offices) (Zip code)

(951) 739 – 6200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X    No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X     No __

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

Large Accelerated Filer x	Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes ___    No  X

The Registrant had 167,403,681 shares of common stock, par value $0.005 per share, outstanding as of July 26, 2013.

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

JUNE 30, 2013

INDEX

Part I.	FINANCIAL INFORMATION	Page No.
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Income for the Three- and Six-Months Ended June 30, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the Three- and Six-Months Ended June 30, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 30, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	54
Item 6.	Exhibits	54
	Signatures	55

2

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(In Thousands, Except Par Value) (Unaudited)

	June 30, 2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	283,839		$	222,514
Short-term investments	148,197			97,042
Accounts receivable, net	342,221			236,044
Distributor receivables	5,976			666
Inventories	233,549			203,106
Prepaid expenses and other current assets	25,353			24,983
Prepaid income taxes	37,709			33,709
Deferred income taxes	16,978			17,004
Total current assets	1,093,822			835,068
INVESTMENTS	11,953			21,393
PROPERTY AND EQUIPMENT, net	83,529			69,137
DEFERRED INCOME TAXES	61,406			59,503
INTANGIBLES, net	59,725			54,648
OTHER ASSETS	7,407			3,576
Total Assets	$	1,317,842		$	1,043,325
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	144,365		$	127,330
Accrued liabilities	57,781			38,916
Accrued promotional allowances	111,584			91,208
Deferred revenue	14,211			12,695
Accrued compensation	8,675			12,926
Income taxes payable	9,558			5,470
Total current liabilities	346,174			288,545
DEFERRED REVENUE	115,647			110,383
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ EQUITY:
Common stock - $0.005 par value; 240,000 shares authorized; 205,605 shares issued and 167,365 outstanding as of June 30, 2013; 203,759 shares issued and 165,776 outstanding as of December 31, 2012	1,028			1,019
Additional paid-in capital	347,653			287,953
Retained earnings	1,679,033			1,508,664
Accumulated other comprehensive (loss) income	(2,984		)	2,074
Common stock in treasury, at cost; 38,240 and 37,983 shares as of June 30, 2013 and December 31, 2012, respectively	(1,168,709		)	(1,155,313		)
Total stockholders’ equity	856,021			644,397
Total Liabilities and Stockholders’ Equity	$	1,317,842		$	1,043,325

See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE- AND SIX-MONTHS ENDED JUNE 30, 2013 AND 2012

(In Thousands, Except Per Share Amounts) (Unaudited)

	Three-Months Ended						Six-Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
NET SALES	$	630,934		$	592,640		$	1,115,158		$	1,047,245
COST OF SALES	294,672			285,632			526,857			499,068
GROSS PROFIT	336,262			307,008			588,301			548,177
OPERATING EXPENSES	156,835			137,235			301,569			252,118
OPERATING INCOME	179,427			169,773			286,732			296,059
OTHER (EXPENSE) INCOME:
Interest and other (expense) income, net	(3,468		)	(27		)	(7,940		)	(77		)
Gain (loss) on investments and put options, net (Note 3)	66			(33		)	2,637			363
Total other (expense) income	(3,402		)	(60		)	(5,303		)	286
INCOME BEFORE PROVISION FOR INCOME TAXES	176,025			169,713			281,429			296,345
PROVISION FOR INCOME TAXES	69,152			59,918			111,060			110,450
NET INCOME	$	106,873		$	109,795		$	170,369		$	185,895
NET INCOME PER COMMON SHARE:
Basic	$	0.64		$	0.62		$	1.03		$	1.06
Diluted	$	0.62		$	0.59		$	0.98		$	1.00
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:
Basic	166,447			176,186			165,988			175,509
Diluted	173,350			186,284			172,992			185,833

See accompanying notes to condensed consolidated financial statements.

4

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE- AND SIX-MONTHS ENDED JUNE 30, 2013 AND 2012

(In Thousands) (Unaudited)

	Three-Months Ended June 30,						Six-Months Ended June 30,
	2013			2012			2013			2012
Net income, as reported	$	106,873		$	109,795		$	170,369		$	185,895
Other comprehensive loss:
Change in foreign currency translation	(2,441		)	(2,728		)	(3,533		)	(273		)
Available-for-sale investments:
Change in net unrealized gains	-			-			-			-
Reclassification adjustment for net gains included in net income	-			-			(1,525		)	-
Net change in available-for-sale investments	-			-			(1,525		)	-
Other comprehensive loss	(2,441		)	(2,728		)	(5,058		)	(273		)
Comprehensive income	$	104,432		$	107,067		$	165,311		$	185,622

See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTHS ENDED JUNE 30, 2013 AND 2012

(In Thousands) (Unaudited)

	Six-Months Ended
	June 30, 2013			June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	170,369		$	185,895
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of trademark	24			24
Depreciation and other amortization	10,313			10,069
Gain on disposal of property and equipment	(216		)	(50		)
Stock-based compensation	14,392			13,631
Loss on put option	243			1,225
Gain on investments, net	(2,881		)	(1,586		)
Deferred income taxes	(926		)	2,574
Tax benefit from exercise of stock options	(28,883		)	(2,922		)
Effect on cash of changes in operating assets and liabilities:
Accounts receivable	(104,993		)	(87,833		)
Distributor receivables	(5,310		)	(17		)
Inventories	(33,972		)	(44,289		)
Prepaid expenses and other current assets	(8,523		)	640
Prepaid income taxes	(4,118		)	(2,444		)
Accounts payable	16,877			45,058
Accrued liabilities	15,987			25,260
Accrued promotional allowances	22,188			(24,609		)
Accrued distributor terminations	3,464			(77		)
Accrued compensation	(4,122		)	(2,509		)
Income taxes payable	33,019			(5,029		)
Deferred revenue	6,788			(2,942		)
Net cash provided by operating activities	99,720			110,069
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of held-to-maturity investments	107,416			316,474
Sales of available-for-sale investments	-			33,391
Sales of trading investments	-			16,540
Purchases of held-to-maturity investments	(154,525		)	(397,278		)
Purchases of available-for-sale investments	-			(5,002		)
Purchases of property and equipment	(22,497		)	(19,880		)
Proceeds from sale of property and equipment	8,665			226
Additions to intangibles	(5,101		)	(2,503		)
(Increase) decrease in other assets	(4,538		)	485
Net cash used in investing activities	(70,580		)	(57,547		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(794		)	(1,091		)
Tax benefit from exercise of stock options	28,883			2,922
Issuance of common stock	16,288			6,437
Purchases of common stock held in treasury	(13,396		)	-
Net cash provided by financing activities	30,981			8,268
Effect of exchange rate changes on cash and cash equivalents	1,204			(954		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	61,325			59,836
CASH AND CASH EQUIVALENTS, beginning of period	222,514			359,331
CASH AND CASH EQUIVALENTS, end of period	$	283,839		$	419,167
SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Interest	$	19		$	28
Income taxes	$	82,720		$	115,311

See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTHS ENDED JUNE 30, 2013 AND 2012

(In Thousands) (Unaudited) (Continued)

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

The Company entered into capital leases for the acquisition of promotional vehicles of $1.8 million and $1.1 million for the six-months ended June 30, 2013 and 2012, respectively.

Included in accounts payable was equipment purchased of $1.4 million and $0.4 million as of June 30, 2013 and December 31, 2012, respectively.

See accompanying notes to condensed consolidated financial statements.

7

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

1.BASIS OF PRESENTATION

Reference is made to the Notes to Consolidated Financial Statements, in Monster Beverage Corporation and Subsidiaries (the “Company” or, in reference to the Company’s former name, “Hansen Natural Corporation”) Annual Report on Form 10-K for the year ended December 31, 2012 (“Form 10-K”) for a summary of significant accounting policies utilized by the Company and its consolidated subsidiaries and other disclosures, which should be read in conjunction with this Quarterly Report on Form 10-Q (“Form 10-Q”).

The Company’s condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) rules and regulations applicable to interim financial reporting.  They do not include all the information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP.  The information set forth in these interim condensed consolidated financial statements for the three- and six-months ended June 30, 2013 and 2012 is unaudited and reflects all adjustments, which include only normal recurring adjustments and which in the opinion of management are necessary to make the interim condensed consolidated financial statements not misleading.  Results of operations for periods covered by this report may not necessarily be indicative of results of operations for the full year.

The preparation of financial statements in conformity with GAAP necessarily requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates.

2.RECENT ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in ASU No. 2013-11 are not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

8

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The guidance became effective for the Company on January 1, 2013. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial position, results of operations or liquidity.

3.INVESTMENTS

The following table summarizes the Company’s investments at:

June 30, 2013	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	11,019	$	2	$	-	$	11,021	$	-	$	-
Certificates of deposit	11,515		-		-		11,515		-		-
Municipal securities	119,854		43		-		119,897		-		-
Total	$	142,388	$	45	$	-	142,433		$	-	$	-
Trading
Short-term:
Auction rate securities							5,809
Long-term:
Auction rate securities							11,953
Total							$	160,195
December 31, 2012	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	16,040	$	-	$	-	$	16,040	$	-	$	-
Certificates of deposit	2,201		-		-		2,201		-		-
Municipal securities	77,038		-		11		77,027		11		-
Available-for-sale
Long-term:
Auction rate securities	3,310		2,483		-		5,793		-		-
Total	$	98,589	$	2,483	$	11	101,061		$	11	$	-
Trading
Short-term:
Auction rate securities							1,763
Long-term:
Auction rate securities							15,600
Total							$	118,424

During the three-months ended March 31, 2013, the Company recognized $2.5 million of realized gains on the sale of available-for-sale investments. During the three-months ended June 30, 2013, realized gains or losses recognized on the sale of investments were not significant. During the year ended December 31, 2012, realized gains or losses recognized on the sale of investments were not significant.

9

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The Company recognized a net gain through earnings on its trading securities as follows:

	Three-Months Ended June 30,					Six-Months Ended June 30,
	2013		2012			2013		2012
Gain on transfer from available-for-sale to trading	$	-	$	-		$	-	$	-
Gain on trading securities sold	-		54			-		1,073
Gain (loss) on trading securities held	392		(255		)	399		499
Gain (loss) on trading securites	$	392	$	(201	)	$	399	$	1,572

The Company’s investments at June 30, 2013 and December 31, 2012 in U.S. Treasuries, certificates of deposit and/or municipal securities carried investment grade credit ratings.  All of the Company’s investments at June 30, 2013 in municipal, educational or other public body securities with an auction reset feature (“auction rate securities”) also carried investment grade credit ratings.  A portion of the Company’s investments at December 31, 2012 in auction rate securities carried investment grade credit ratings.

The following table summarizes the underlying contractual maturities of the Company’s investments at:

	June 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year:
U.S. Treasuries	$	11,019	$	11,021	$	16,040	$	16,040
Certificates of deposit	11,515		11,515		2,201		2,201
Municipal securities	119,854		119,897		77,038		77,027
Due 11 - 20 years:
Auction rate securities	11,042		11,042		10,748		10,748
Due 21 - 30 years:
Auction rate securities	6,720		6,720		9,925		12,408
Total	$	160,150	$	160,195	$	115,952	$	118,424

4.FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

Accounting Standards Codification (“ASC”) 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

·Level 1: Quoted prices in active markets for identical assets or liabilities.

·Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

·Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

ASC 820 requires the use of observable market inputs (quoted market prices) when measuring fair value and requires a Level 1 quoted price to be used to measure fair value whenever possible.

The following tables present the Company’s held-to-maturity investments at amortized cost as well as the fair value of the Company’s financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy at:

11

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

June 30, 2013	Level 1		Level 2		Level 3		Total
Cash	$	89,680	$	-	$	-	$	89,680
Money market funds	173,186		-		-		173,186
U.S. Treasuries	-		11,019		-		11,019
Certificates of deposit	-		11,515		-		11,515
Municipal securities	-		140,827		-		140,827
Auction rate securities	-		-		17,762		17,762
Put option related to auction rate securities	-		-		1,686		1,686
Total	$	262,866	$	163,361	$	19,448	$	445,675
Amounts included in:
Cash and cash equivalents	$	262,866	$	20,973	$	-	$	283,839
Short-term investments	-		142,388		5,809		148,197
Investments	-		-		11,953		11,953
Prepaid expenses and other current assets	-		-		660		660
Other assets	-		-		1,026		1,026
Total	$	262,866	$	163,361	$	19,448	$	445,675
December 31, 2012	Level 1		Level 2		Level 3		Total
Cash	$	147,113	$	-	$	-	$	147,113
Money market funds	63,974		-		-		63,974
U.S. Treasuries	-		24,065		-		24,065
Certificates of deposit	-		5,603		-		5,603
Municipal securities	-		77,038		-		77,038
Auction rate securities	-		-		23,156		23,156
Put option related to auction rate securities	-		-		1,929		1,929
Total	$	211,087	$	106,706	$	25,085	$	342,878
Amounts included in:
Cash and cash equivalents	$	211,087	$	11,427	$	-	$	222,514
Short-term investments	-		95,279		1,763		97,042
Investments	-		-		21,393		21,393
Prepaid expenses and other current assets	-		-		225		225
Other assets	-		-		1,704		1,704
Total	$	211,087	$	106,706	$	25,085	$	342,878

The majority of the Company’s short-term investments are classified within Level 1 or Level 2 of the fair value hierarchy.  The Company’s valuation of its Level 1 investments, which include money market funds, is based on quoted market prices in active markets for identical securities. The Company’s valuation of its Level 2 investments, which include U.S. Treasuries, certificates of deposit and municipal securities, is based on other observable inputs, specifically a market approach which utilizes valuation models, pricing systems, mathematical tools and other relevant information for the same or similar securities. There were no transfers between Level 1 and Level 2 measurements during the six-months ended June 30, 2013 or the year ended December 31, 2012, and there were no changes in the Company’s valuation techniques.

12

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The Company’s Level 3 assets are comprised of auction rate securities and put options. The Company’s Level 3 valuation utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, as well as expected holding periods for the auction rate securities. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve. A significant change in any single input could have a significant valuation impact; however, no single input has a more significant impact on valuation than another. There were no changes in the Company’s valuation techniques of its Level 3 assets during the six-months ended June 30, 2013.

The following table presents quantitative information related to the significant unobservable inputs utilized in the Company’s Level 3 recurring fair value measurements as of June 30, 2013.

	Valuation Technique	Unobservable Input	Range (Weighted-Average)
Auction Rate Securities	Discounted cash flow	Maximum rate probability	0.32%-2.00% (1.07%)
		Principal returned probability	76.95%-95.33% (86.49%)
		Default probability	3.97%-22.72% (12.44%)
		Liquidity risk	3.50%-3.50% (3.50%)
		Recovery rate	60-60 (60)
Put Options	Discounted cash flow	Counterparty risk	0.00%-1.26% (1.02%)

At June 30, 2013, the Company held auction rate securities with a face value of $19.5 million (amortized cost basis of $17.8 million). A Level 3 valuation was performed on the Company’s auction rate securities as of June 30, 2013 resulting in a fair value of $17.8 million for the Company’s trading auction rate securities (after a $1.7 million impairment), which are included in short-term and long-term investments.

In June 2011, the Company entered into an agreement (the “2011 ARS Agreement”), related to $24.5 million of par value auction rate securities (the “2011 ARS Securities”).  Under the 2011 ARS Agreement, the Company has the right to sell the 2011 ARS Securities including all accrued but unpaid interest thereon (the “2011 Put Option”) as follows: (i) on or after July 1, 2013, up to $1.0 million aggregate par value; (ii) on or after October 1, 2013, up to an additional $1.0 million aggregate par value; and (iii) in quarterly installments thereafter based on a formula of the then outstanding 2011 ARS Securities, as adjusted for normal market redemptions, with full sale rights available on or after April 1, 2016. The 2011 ARS Securities will continue to accrue interest until redeemed through the 2011 Put Option, or as determined by the auction process, or should the auction process fail, the terms outlined in the prospectus of the respective 2011 ARS Securities. Under the 2011 ARS Agreement, the Company has the obligation, should it receive written notification from the put issuer, to sell the 2011 ARS Securities at par plus all accrued but unpaid interest. During the six-months ended June 30, 2013, no 2011 ARS Securities were redeemed through normal market channels ($1.3 million and $3.7 million of par value 2011 ARS Securities were redeemed at par through normal market channels during the years ended December 31, 2012 and 2011, respectively). Subsequent to June 30, 2013, $1.0 million of par value 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option. The 2011 Put Option does not meet the definition of derivative instruments under ASC 815.  Therefore, the Company elected the fair value option under ASC 825-10 in accounting for the 2011 Put Option. As of June 30, 2013, the Company recorded $1.7 million as the fair market value of the 2011 Put Option, included in prepaid expenses and other current assets, as well as in other assets, in the condensed consolidated balance sheet.

13

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

In March 2010, the Company entered into an agreement (the “2010 ARS Agreement”), related to $54.2 million of par value auction rate securities (the “2010 ARS Securities”).  Under the 2010 ARS Agreement, the Company had the right, but not the obligation, to sell the 2010 ARS Securities including all accrued but unpaid interest thereon (the “2010 Put Option”), under various terms. During the three-months ended March 31, 2012, the remaining $15.7 million of par value 2010 ARS Securities were redeemed at par through the exercise of the 2010 Put Option, which exhausted the Company’s rights under the 2010 ARS Agreement.

The net effect of (i) the revaluation of the 2011 Put Option as of June 30, 2013; (ii) the revaluation of the Company’s trading auction rate securities as of June 30, 2013; and (iii) a recognized gain resulting from the redemption of previously other-than-temporary impaired securities; resulted in a gain of $0.1 million and $2.6 million, which is included in other (expense) income for the three- and six-months ended June 30, 2013, respectively. The net effect of (i) the revaluation of the 2011 Put Option and the 2010 Put Option as of June 30, 2012; (ii) the revaluation of the Company’s trading auction rate securities as of June 30, 2012; (iii) the redemption at par of certain 2011 ARS Securities; (iv) the redemption at par of certain 2010 ARS Securities, including those redeemed at par through the exercise of the 2010 Put Option; and (v) a recognized gain resulting from the redemption at par of a previously other-than-temporary impaired security; resulted in a (loss) gain of ($0.03) million and $0.4 million, which is included in other (expense) income for the three- and six-months ended June 30, 2012, respectively.

The following table provides a summary reconciliation of the Company’s financial assets that are recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three-Months Ended June 30, 2013					Three-Months Ended June 30, 2012
	Auction Rate Securities		Put Options			Auction Rate Securities			Put Options
Opening Balance	$	17,370	$	2,011		$	21,864		$	1,649
Transfers into Level 3	-		-			-			-
Transfers out of Level 3	-		-			-			-
Total gains (losses) for the period:
Included in earnings	392		(325		)	(201		)	167
Included in other comprehensive income	-		-			-			-
Settlements	-		-			(790		)	-
Closing Balance	$	17,762	$	1,686		$	20,873		$	1,816

14

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

	Six-Months Ended June 30, 2013						Six-Months Ended June 30, 2012
	Auction Rate Securities			Put Options			Auction Rate Securities			Put Options
Opening Balance	$	23,156		$	1,929		$	35,852		$	3,041
Transfers into Level 3	-			-			-			-
Transfers out of Level 3	-			-			-			-
Total gains (losses) for the period:
Included in earnings	2,881			(243		)	1,586			(1,225		)
Included in other comprehensive income	(2,483		)	-			-			-
Settlements	(5,792		)	-			(16,565		)	-
Closing Balance	$	17,762		$	1,686		$	20,873		$	1,816

5.INVENTORIES

Inventories consist of the following at:

	June 30, 2013		December 31, 2012
Raw materials	$	77,152	$	65,010
Finished goods	156,397		138,096
	$	233,549	$	203,106

6.PROPERTY AND EQUIPMENT, Net

Property and equipment consist of the following at:

	June 30, 2013			December 31, 2012
Land	$	5,382		$	5,382
Leasehold improvements	2,300			2,300
Furniture and fixtures	3,738			2,087
Office and computer equipment	12,000			8,981
Computer software	1,105			1,135
Equipment	57,308			48,427
Buildings	28,490			21,998
Vehicles	28,545			26,037
	138,868			116,347
Less: accumulated depreciation and amortization	(55,339		)	(47,210		)
	$	83,529		$	69,137

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

7.INTANGIBLES, Net

Intangibles consist of the following at:

	June 30, 2013			December 31, 2012
Amortizing intangibles	$	1,061		$	1,061
Accumulated amortization	(577		)	(553		)
	484			508
Non-amortizing intangibles	59,241			54,140
	$	59,725		$	54,648

All amortizing intangibles have been assigned an estimated useful life and such intangibles are amortized on a straight-line basis over the number of years that approximate their respective useful lives ranging from one to 25 years (weighted-average life of 20 years).  Amortization expense was $0.01 million for both the three-months ended June 30, 2013 and June 30, 2012. Amortization expense was $0.02 million for both the six-months ended June 30, 2013 and June 30, 2012.

8.DISTRIBUTION AGREEMENTS

Pursuant to new and/or amended distribution agreements entered into with certain distributors, amounts of $9.7 million from such distributors, relating to the costs associated with terminating agreements with the Company’s prior distributors, were recorded for the six-months ended June 30, 2013. Such amounts have been accounted for as deferred revenue in the accompanying condensed consolidated balance sheets and are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years. Revenue recognized was $2.0 million and $1.9 million for the three-months ended June 30, 2013 and 2012, respectively. Revenue recognized was $4.4 million for both the six-months ended June 30, 2013 and 2012, respectively.

The Company incurred termination costs to certain of its prior distributors amounting to $2.0 million and $0.6 million in aggregate for the three-months ended June 30, 2013 and 2012, respectively. The Company incurred termination costs to certain of its prior distributors amounting to $10.3 million and $0.6 million in aggregate for the six-months ended June 30, 2013 and 2012, respectively. Such termination costs have been expensed in full and are included in operating expenses for the three- and six-months ended June 30, 2013 and 2012. Accrued distributor terminations included in accrued liabilities in the accompanying consolidated balance sheets as of June 30, 2013 and December 31, 2012 were $4.3 million and $0.9 million, respectively.

9.COMMITMENTS AND CONTINGENCIES

The Company had purchase commitments aggregating approximately $49.4 million at June 30, 2013, which represented commitments made by the Company and its subsidiaries to various suppliers of raw materials for the production of its products. These obligations vary in terms, but are generally satisfied within one year.

16

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The Company had contractual obligations aggregating approximately $84.4 million at June 30, 2013, which related primarily to sponsorships and other marketing activities.

The Company had operating lease commitments aggregating approximately $17.5 million at June 30, 2013, which related primarily to warehouse and office space.

In March 2012, the Company acquired an approximately 75,425 square foot, free-standing, three-story office building located in Corona, CA, including the real property thereunder and improvements thereon (the “March 2012 Property”)  as well as additional parking spaces, for a total purchase price of $9.7 million. The Company did not occupy or make improvements to the March 2012 Property.  In June 2013, the Company completed the sale of the March 2012 Property, resulting in a net loss of $0.03 million, inclusive of broker commissions and closing costs.

In October 2012, the Company acquired an approximately 141,000 square foot, free-standing, six-story office building, including the real property thereunder and improvements thereon, located in Corona, CA (the “October 2012 Property”) adjacent to the March 2012 Property, for a purchase price of $18.8 million. The Company has substantially completed the necessary improvements to the October 2012 Property and is scheduled to occupy the building as the Company’s new corporate headquarters commencing in August 2013.

Litigation – In May 2009, Avraham Wellman, purporting to act on behalf of himself and a class of consumers in Canada, filed a putative class action in the Ontario Superior Court of Justice, in the City of Toronto, Ontario, Canada, against the Company and its former Canadian distributor, Pepsi-Cola Canada Ltd., as defendants (the “Wellman Action”).  The plaintiff alleges that the defendants misleadingly packaged and labeled Monster Energy® products in Canada by not including sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of the energy drink products.  The plaintiff’s claims against the defendants are for negligence, unjust enrichment, and making misleading/false representations in violation of the Competition Act (Canada), the Food and Drugs Act (Canada) and the Consumer Protection Act, 2002 (Ontario).  The plaintiff claims general damages on behalf of the putative class in the amount of CDN$20 million, together with punitive damages of CDN$5 million, plus legal costs and interest. The plaintiff’s certification motion materials have not yet been filed. The Company believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations. In accordance with class action practices in Ontario, the Company will not file an answer to the complaint until after the determination of the certification motion.  The Company believes that the plaintiff’s complaint is without merit and plans a vigorous defense.

On October 17, 2012, Wendy Crossland and Richard Fournier filed a lawsuit in the Superior Court of the State of California, County of Riverside, styled Wendy Crossland and Richard Fournier v. Monster Beverage Corporation, against the Company claiming that the death of their 14 year old daughter (Anais Fournier) was caused by her consumption of two 24-ounce Monster Energy® drinks over the course of two days in December 2011.  The plaintiffs allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death.  The plaintiffs claim general damages in excess of $25,000 and punitive damages.  The Company filed a demurrer

17

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

and a motion to strike the plaintiffs’ complaint on November 19, 2012, and the plaintiffs filed a first amended complaint on December 19, 2012.  The Company filed its answer to the first amended complaint on June 7, 2013.  The court has set a mediation completion date of November 26, 2013.  Discovery has commenced but no trial date has been set. The Company believes that the plaintiffs’ complaint is without merit and plans a vigorous defense.  The Company also believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations.

The Company has also been named as a defendant in other complaints containing similar allegations to those presented in the Fournier lawsuit, each of which the Company believes is also without merit and would not have a material adverse effect on the Company’s financial position or results of operations in the event any damages were awarded.

Securities Litigation – On September 11, 2008, a federal securities class action complaint styled Cunha v. Hansen Natural Corp., et al. was filed in the United States District Court for the Central District of California (the “District Court”). On September 17, 2008, a second federal securities class action complaint styled Brown v. Hansen Natural Corp., et al. was also filed in the District Court. After the District Court consolidated the two actions and appointed the Structural Ironworkers Local Union #1 Pension Fund as lead plaintiff, a Consolidated Complaint for Violations of Federal Securities Laws was filed on August 28, 2009 (the “Consolidated Class Action Complaint”).

The Consolidated Class Action Complaint purported to be brought on behalf of a class of purchasers of the Company’s stock during the period November 9, 2006 through November 8, 2007 (the “Class Period”).  It named as defendants the Company, Rodney C. Sacks, Hilton H. Schlosberg, and Thomas J. Kelly. Plaintiff principally alleged that, during the Class Period, the defendants made false and misleading statements relating to the Company’s distribution coordination agreements with Anheuser-Busch, Inc. (“AB”) and its sales of “Allied” energy drink lines, and engaged in sales of shares in the Company on the basis of material non-public information.  Plaintiff also alleged that the Company’s financial statements for the second quarter of 2007 did not include certain promotional expenses.  The Consolidated Class Action Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and sought an unspecified amount of damages.

The District Court dismissed the Consolidated Class Action Complaint, with leave to amend, on July 12, 2010. Plaintiff thereafter filed a Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws on August 27, 2010 (the “Amended Class Action Complaint”).  While similar in many respects to the Consolidated Class Action Complaint, the Amended Class Action Complaint drops certain of the allegations set forth in the Consolidated Class Action Complaint and makes certain new allegations, including that the Company engaged in “channel stuffing” during the Class Period that rendered false or misleading the Company’s reported sales results and certain other statements made by the defendants.  In addition, it no longer names Thomas J. Kelly as a defendant.

18

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

On September 4, 2012, the District Court dismissed certain of the claims in the Amended Class Action Complaint, including plaintiff’s allegations relating to promotional expenses, but denied the defendants’ motion to dismiss with regard to the majority of plaintiff’s claims, including plaintiff’s channel stuffing allegations. Plaintiff filed a motion seeking class certification on December 6, 2012.  At a hearing on plaintiff’s class certification motion held on June 20, 2013, the District Court issued a tentative ruling indicating that it was inclined to deny the motion, without prejudice.  The District Court has not yet, however, issued a final ruling and the motion for class certification remains sub judice. Fact discovery in the action has been stayed pending resolution of the class certification motion.

The Amended Class Action Complaint seeks an unspecified amount of damages.  As a result, the amount or range of reasonably possible litigation losses to which the Company is exposed cannot be estimated. Although the ultimate outcome of this action cannot be determined with certainty, the Company believes that the allegations in the Amended Class Action Complaint are without merit.  The Company intends to vigorously defend against this lawsuit.

State Attorney General Inquiry – In July 2012, the Company received a subpoena from a state attorney general in connection with an investigation concerning the Company’s advertising, marketing, promotion, ingredients, usage and sale of its Monster Energy® brand of energy drinks. As the investigation is in an early stage, it is unknown what, if any, action the state attorney general may take against the Company, the relief which may be sought in the event of any such proceeding or whether such proceeding could have a material adverse effect on the Company’s business, financial condition or results of operations.

Derivative Litigation – On May 3, 2013, a derivative complaint was filed in United States District Court for the Central District of California, purportedly on behalf of the Company, by a shareholder of the Company who made no prior demand on the Company’s Board of Directors.  The action was styled Eric Spitzer v. Sacks, et al, United States District Court for the Central District of California.  Through his counsel, Spitzer had previously served a request that the Company produce certain books and records pursuant to section 220 of the Delaware General Corporation Law.  Counsel for the Company and Spitzer exchanged correspondence relating to the demand.  After Spitzer refused to narrow his demand, the Company ultimately denied the demand in a letter dated February 14, 2013.

The Spitzer complaint named as defendants certain officers, directors, and employees of the Company, including Rodney Sacks, Hilton Schlosberg, Harold C. Taber, Jr., Benjamin M. Polk, Norman C. Epstein, Mark S. Vidergauz, Sydney Selati, and Thomas J. Kelly.  The Company was named as a nominal defendant.

Spitzer alleged, among other things, that the Individual Defendants breached their fiduciary duties to the Company by causing the Company to (a) engage in illicit activity regarding the promotion, marketing, advertising, ingredients, usage and sale of its Monster Energy brand of energy drinks; (b) lack adequate internal and financial controls; and (c) issue financial statements that were materially false and misleading, all in a way that has exposed, and will continue to expose, the Company to costly investigations.  The complaint further alleged that, beginning in February 2012,

19

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

the Individual Defendants further breached their fiduciary duties by making statements in press releases and public filings about the Company’s earnings and financial condition and by failing to disclose that the Company was improperly advertising, marketing, and promoting its Monster Energy brand of energy drinks.  The complaint further alleged that while the Company’s shares were purportedly artificially inflated because of those improper statements, certain defendants sold Company stock while in possession of material non-public information.  The complaint asserted causes of action for breach of fiduciary duty abuse of control, gross mismanagement, and unjust enrichment.  Spitzer sought an unspecified amount of damages to be paid to the Company, adoption of corporate governance reforms, and equitable and injunctive relief.

On May 28, 2013, on the parties’ stipulation, the complaint was dismissed with prejudice as to plaintiff and without prejudice as to any other Company shareholder.  No consideration was offered or exchanged to induce or reward plaintiff’s voluntary dismissal.

San Francisco City Attorney Litigation.  On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand of energy drinks and specifically concerning the safety of its products for consumption by adolescents.  In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately:  (i) “Reformulate its product to lower the caffeine content to safe levels”; (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.”

On April 29, 2013, the Company and its wholly owned subsidiary, Monster Energy Company, filed a complaint for declaratory and injunctive relief against the San Francisco City Attorney in United States District Court for the Central District of California, styled Monster Beverage Corp., et al. v. Dennis Herrera.  The Company seeks a declaration from the Court that the San Francisco City Attorney’s investigation and demands are impermissible and preempted, subject to the doctrine of primary jurisdiction, are unconstitutional in that they violate the First and Fourteenth Amendments’ prohibitions against compelled speech, content-based speech and commercial speech, are impermissibly void-for-vagueness, and/or violate the Commerce Clause.  On June 3, 2013, the City Attorney filed a motion to dismiss the Company’s complaint.  The Company filed its opposition on July 15, 2013, and the City Attorney filed its reply brief on August 5, 2013.  A hearing on the City Attorney’s motion to dismiss the Company’s complaint is scheduled for August 19, 2013.

On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, et seq., styled People Of The State Of California ex rel. Dennis Herrera, San Francisco City Attorney v. Monster Beverage Corporation, San Francisco Superior Court.  The City Attorney alleges that the Company (1) mislabeled its products as a dietary supplement, in violation of California’s Sherman Food, Drug and Cosmetic Law, California Health & Safety Code sections 109875 et. seq.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe (“GRAS”) due to the

20

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens; (b) fails to warn against and promotes unsafe consumption; (c) implicitly promotes mixing of energy drinks with alcohol or drugs; and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney seeks a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the Unfair Competition Law; an injunction from performing or proposing to perform any acts in violation of the Unfair Competition Law; restitution; and civil penalties. On July 3, 2013, the Company filed a motion to dismiss, stay, or transfer the action to the United States District Court for the Central District of California.  On that same day, the City Attorney filed a motion to remand the case back to state court.  Oppositions to both motions are due on August 14, 2013, and briefing is expected to be completed on September 4, 2013.  A hearing on both motions is scheduled for September 18, 2013.

The Company denies that it has violated the Unfair Competition Law or any other law and believes that the City Attorney’s claims and demands are preempted and unconstitutional, as alleged in the action the Company filed in the United States District Court for the Central District of California. The Company intends to vigorously defend against this lawsuit.  At this time, no evaluation of the likelihood of an unfavorable outcome or range of potential loss can be expressed.

In addition to the above matters, the Company has been named as a defendant in various false advertising putative class actions and in a private attorney general action, each of which contains certain allegations similar to those presented in the Wellman Action.  In these actions, plaintiffs allege that defendants misleadingly labeled and advertised Monster Energy® brand products that allegedly were ineffective for the advertised benefits (including, but not limited to, an allegation that the products do not hydrate as advertised because they contain caffeine).  The plaintiffs further allege that the Monster Energy® brand products at issue are unsafe because they contain one or more ingredients that allegedly could result in illness, injury or death. In connection with these product safety allegations, the plaintiffs claim that the product labels did not provide adequate warnings and/or that the Company did not include sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of its energy drink products (including, but not limited to, claims that certain ingredients, when consumed individually or in combination with other ingredients, could result in high blood pressure, palpitations, liver damage or other negative health effects and/or that the products themselves are unsafe).  Based on these allegations, the plaintiffs assert claims for violation of state consumer protection statutes, including unfair competition and false advertising statutes, and for breach of warranty and unjust enrichment.  In their prayers for relief, the plaintiffs seek, inter alia, compensatory and punitive damages, restitution, attorneys’ fees, and, in some cases, injunctive relief.  Furthermore, the Company is subject to litigation from time to time in the normal course of business, including intellectual property litigation and claims from terminated distributors.  Although it is not possible to predict the outcome of such litigation, based on the facts known to the Company, management believes that such litigation in the aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

21

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

10.ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Changes in accumulated other comprehensive (loss) income by component, after tax, for the six-months ended June 30, 2013 are as follows:

	Currency Translation Gains (Losses)		Unrealized Gains (Losses) on Available-for- Sale Securities			Total
Balance at December 31, 2012	$	549	$	1,525		$	2,074
Other comprehensive loss before reclassifications	(3,533)		-			(3,533)
Amounts reclassified from accumulated other comprehensive (loss) income	-		(1,525)		1	(1,525)
Net current-period other comprehensive loss	(3,533)		(1,525)			(5,058)
Balance at June 30, 2013	$	(2,984)	$	-		$	(2,984)

1 Included in other (expense) income.

11.TREASURY STOCK PURCHASE

On November 13, 2012, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $250.0 million of the Company’s outstanding common stock (the “November 2012 Repurchase Plan”). During the six-months ended June 30, 2013, the Company purchased 0.257 million shares of common stock at an average purchase price of $51.99 per share for a total amount of $13.4 million (excluding broker commissions), which exhausted the availability under the November 2012 Repurchase Plan.

On April 7, 2013, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “April 2013 Repurchase Plan”).  As of August 9, 2013, no shares have been purchased under the April 2013 Repurchase Plan.

During the three-months ended June 30, 2013, 612 shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $0.03 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs, including the April 2013 Repurchase Plan.

12.STOCK-BASED COMPENSATION

The Company has two stock-based compensation plans under which shares were available for grant at June 30, 2013: the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive Plan”) and the 2009 Monster Beverage Corporation Stock Incentive Plan for Non-Employee Directors (the “2009 Directors Plan”).

22

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The Company recorded $7.4 million and $7.1 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the three-months ended June 30, 2013 and 2012, respectively. The Company recorded $14.4 million and $13.6 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the six-months ended June 30, 2013 and 2012, respectively.

The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the three-months ended June 30, 2013 and 2012 was $28.7 million and $2.4 million, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the six-months ended June 30, 2013 and 2012 was $28.9 million and $2.9 million, respectively.

Stock Options

Under the Company’s stock-based compensation plans, all stock options granted as of June 30, 2013 were granted at prices based on the fair value of the Company’s common stock on the date of grant. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company records compensation expense for non-employee stock options based on the estimated fair value of the options as of the earlier of (1) the date at which a commitment for performance by the non-employee to earn the stock option is reached or (2) the date at which the non-employee’s performance is complete, using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company uses historical data to determine the exercise behavior, volatility and forfeiture rate of the options.

The following weighted-average assumptions were used to estimate the fair value of options granted during:

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2013	2012	2013	2012
Dividend yield	0.0 %	0.0 %	0.0 %	0.0 %
Expected volatility	48.1 %	47.6 %	47.9 %	48.1 %
Risk-free interest rate	1.0 %	0.9 %	0.9 %	0.9 %
Expected term	6.1 Years	5.4 Years	5.7 Years	5.5 Years

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option.

23

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

The following table summarizes the Company’s activities with respect to its stock option plans as follows:

Options	Number of Shares (In Thousands)	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2013	14,000	$	12.12	4.1	$	572,530
Granted 01/01/13 - 03/31/13	636	$	47.36
Granted 04/01/13 - 06/30/13	450	$	54.00
Exercised	(1,818)	$	8.96
Cancelled or forfeited	(155)	$	27.10
Outstanding at June 30, 2013	13,113	$	15.53	4.2	$	594,437
Vested and expected to vest in the future at June 30, 2013	12,698	$	14.63	4.1	$	586,995
Exercisable at June 30, 2013	10,039	$	9.04	3.0	$	519,980

The weighted-average grant-date fair value of options granted during the three-months ended June 30, 2013 and 2012 was $25.16 per share and $28.88 per share, respectively. The weighted-average grant-date fair value of options granted during the six-months ended June 30, 2013 and 2012 was $22.44 per share and $26.68 per share, respectively. The total intrinsic value of options exercised during the three-months ended June 30, 2013 and 2012 was $81.0 million and $12.3 million, respectively. The total intrinsic value of options exercised during the six-months ended June 30, 2013 and 2012 was $84.2 million and $119.7 million, respectively.

Cash received from option exercises under all plans for the three-months ended June 30, 2013 and 2012 was approximately $13.9 million and $3.7 million, respectively. Cash received from option exercises under all plans for the six-months ended June 30, 2013 and 2012 was approximately $16.3 million and $6.4 million, respectively.

At June 30, 2013, there was $46.9 million of total unrecognized compensation expense related to non-vested options granted to employees under the Company’s share-based payment plans. That cost is expected to be recognized over a weighted-average period of 2.9 years.

Restricted Stock Awards and Restricted Stock Units

Stock-based compensation cost for restricted stock awards and restricted stock units is measured based on the closing fair market value of the Company’s common stock at the date of grant. In the event that the Company has the option and intent to settle a restricted stock unit in cash, the award is classified as a liability and revalued at each balance sheet date.

24

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The following table summarizes the Company’s activities with respect to non-vested restricted stock awards and non-vested restricted stock units as follows:

	Number of Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2013	637	$	46.97
Granted 01/01/13 - 03/31/13	8	$	50.89
Granted 04/01/13 - 06/30/13	15	$	54.64
Vested	(46)	$	51.96
Forfeited/cancelled	(6)	$	60.11
Non-vested at June 30, 2013	608	$	46.69

The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the three-months ended June 30, 2013 and 2012 was $54.64 and $69.98 per share, respectively. The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the six-months ended June 30, 2013 and 2012 was $53.25 and $62.47 per share, respectively. As of June 30, 2013, 0.6 million of restricted stock units and restricted stock awards are expected to vest.

At June 30, 2013, total unrecognized compensation expense relating to non-vested restricted stock awards and non-vested restricted stock units was $19.2 million, which is expected to be recognized over a weighted-average period of 2.1 years.

13.INCOME TAXES

The following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the six-months ended June 30, 2013:

	Gross Unrealized Tax Benefits
Balance at December 31, 2012	$	926
Additions for tax positions related to the current year	-
Additions for tax positions related to the prior year	397
Decreases related to settlement with taxing authority	-
Balance at June 30, 2013	$	1,323

25

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s condensed consolidated financial statements. As of June 30, 2013, the Company had accrued approximately $0.4 million in interest and penalties related to unrecognized tax benefits. If the Company were to prevail on all uncertain tax positions, the resultant impact on the Company’s effective tax rate would not be significant. It is expected that the amount of unrecognized tax benefits will not change within the next 12 months.

On March 8, 2013, the Internal Revenue Service (“IRS”) began its examination of the Company’s U.S. federal income tax returns for the years ended December 31, 2010 and 2011. The Company is also in various stages of examination with certain states.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state and foreign jurisdictions. Federal income tax returns are subject to IRS examination for the 2010, 2011 and 2012 tax years. State income tax returns are subject to examination for the 2008 through 2012 tax years.

14.EARNINGS PER SHARE

A reconciliation of the weighted-average shares used in the basic and diluted earnings per common share computations is presented below:

	Three-Months Ended		Six-Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Weighted-average shares outstanding:
Basic	166,447	176,186	165,988	175,509
Dilutive securities	6,903	10,098	7,004	10,324
Diluted	173,350	186,284	172,992	185,833

For the three-months ended June 30, 2013 and 2012, options outstanding totaling 1.3 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.  For the six-months ended June 30, 2013 and 2012, options outstanding totaling 1.1 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.

15.SEGMENT INFORMATION

The Company has two reportable segments, namely Direct Store Delivery (“DSD”), whose principal products comprise energy drinks, and Warehouse (“Warehouse”), whose principal products comprise juice-based and soda beverages.  The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily direct to retailers. Corporate and unallocated amounts that do not relate to DSD or Warehouse segments have been allocated to “Corporate & Unallocated.”

26

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

The net revenues derived from the DSD and Warehouse segments and other financial information related thereto are as follows:

	Three-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	600,992	$	29,942	$	-	$	630,934
Contribution margin	215,018		1,130		-		216,148
Corporate and unallocated expenses	-		-		(36,721)		(36,721)
Operating income							179,427
Other income (expense)	99		-		(3,501)		(3,402)
Income before provision for income taxes							176,025
Depreciation and amortization	(4,598)		(53)		(614)		(5,265)
Trademark amortization	-		(11)		(1)		(12)

	Three-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	568,026	$	24,614	$	-	$	592,640
Contribution margin	195,770		1,621		-		197,391
Corporate and unallocated expenses	-		-		(27,618)		(27,618)
Operating income							169,773
Other income (expense)	167		-		(227)		(60)
Income before provision for income taxes							169,713
Depreciation and amortization	(3,910)		(27)		(1,176)		(5,113)
Trademark amortization	-		(11)		(1)		(12)

Revenue is derived from sales to external customers.  Operating expenses that pertain to each segment are allocated to the appropriate segment.

Corporate and unallocated expenses were $36.7 million for the three-months ended June 30, 2013 and included $21.4 million of payroll costs, of which $7.4 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $9.3 million attributable to professional service expenses, including accounting and legal costs and $6.0 million of other operating expenses.  Corporate and unallocated expenses were $27.6 million for the three-months ended June 30, 2012 and included $17.9 million of payroll costs, of which $7.1 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $4.4 million attributable to professional service expenses, including accounting and legal costs, and $5.3 million of other operating expenses.

Coca-Cola Refreshments USA Inc. (“CCR”), a customer of the DSD segment, accounted for approximately 29% and 28% of the Company’s net sales for the three-months ended June 30, 2013 and 2012, respectively.

27

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

Net sales to customers outside the United States amounted to $127.6 million and $124.4 million for the three-months ended June 30, 2013 and 2012, respectively.

The net revenues derived from the DSD and Warehouse segments and other financial information related thereto are as follows:

	Six-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	1,061,168	$	53,990	$	-	$	1,115,158
Contribution margin	353,991		1,511		-		355,502
Corporate and unallocated expenses	-		-		(68,770)		(68,770)
Operating income							286,732
Other income (expense)	288		-		(5,591)		(5,303)
Income before provision for income taxes							281,429
Depreciation and amortization	(9,019)		(101)		(1,193)		(10,313)
Trademark amortization	-		(22)		(2)		(24)

	Six-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	999,208	$	48,037	$	-	$	1,047,245
Contribution margin	344,862		3,779		-		348,641
Corporate and unallocated expenses	-		-		(52,582)		(52,582)
Operating income							296,059
Other income (expense)	267		-		19		286
Income before provision for income taxes							296,345
Depreciation and amortization	(7,693)		(55)		(2,321)		(10,069)
Trademark amortization	-		(22)		(2)		(24)

Revenue is derived from sales to external customers.  Operating expenses that pertain to each segment are allocated to the appropriate segment.

Corporate and unallocated expenses were $68.8 million for the six-months ended June 30, 2013 and included $40.8 million of payroll costs, of which $14.4 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $16.9 million attributable to professional service expenses, including accounting and legal costs and $11.1 million of other operating expenses.  Corporate and unallocated expenses were $52.6 million for the six-months ended June 30, 2012 and included $35.5 million of payroll costs, of which $13.6 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $7.1 million attributable to professional service expenses, including accounting and legal costs, and $10.0 million of other operating expenses.

28

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

Coca-Cola Refreshments USA Inc. (“CCR”), a customer of the DSD segment, accounted for approximately 30% and 29% of the Company’s net sales for the six-months ended June 30, 2013 and 2012, respectively.

Net sales to customers outside the United States amounted to $233.9 million and $203.5 million for the six-months ended June 30, 2013 and 2012, respectively.

The Company’s net sales by product line were as follows:

	Three-Months Ended				Six-Months Ended
	June 30,				June 30,
Product Line	2013		2012		2013		2012
Energy drinks	$	582,899	$	550,561	$	1,028,925	$	969,473
Non-carbonated (primarily juice based beverages and Peace Tea® iced teas)	36,166		30,031		64,138		54,284
Carbonated (primarily soda beverages)	8,264		8,765		14,665		16,426
Other	3,605		3,283		7,430		7,062
	$	630,934	$	592,640	$	1,115,158	$	1,047,245

16.RELATED PARTY TRANSACTIONS

Two directors and officers of the Company and their families are principal owners of a company that provides promotional materials to the Company. Expenses incurred with such company in connection with promotional materials purchased during the three-months ended June 30, 2013 and 2012 were $0.2 million and $0.1 million, respectively. Expenses incurred with such company in connection with promotional materials purchased during the six-months ended June 30, 2013 and 2012 were $0.4 million and $0.2 million, respectively.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Business

Overview

Monster Beverage Corporation was incorporated in Delaware on April 25, 1990. Our principal place of business is located at 550 Monica Circle, Suite 201, Corona, California 92880 and our telephone number is (951) 739-6200. When this report uses the words “the Company”, “Hansen Natural Corporation” (the Company’s former name), “we”, “us”, and “our”, these words refer to Monster Beverage Corporation and its subsidiaries, unless the context otherwise requires. We are a holding company and conduct no operating business except through our consolidated subsidiaries.

We develop, market, sell and distribute “alternative” beverage category beverages primarily under the following brand names:

·Monster Energy®	·Hansen’s®
·Monster Rehab®	·Hansen’s Natural Cane Soda®
·Monster Energy Extra Strength Nitrous Technology®	·Junior Juice®
·Java Monster®	·Blue Sky®
·X-Presso Monster®	·Hubert’s®
·Muscle Monster®	·Vidration®
·Peace Tea®	·Worx Energy®

Our Monster Energy® drinks, which represented 92.2% and 92.5% of our net sales for the three-months ended June 30, 2013 and 2012, respectively, include the following:

·Monster Energy® ·Lo-Carb Monster Energy® ·Monster Energy® Assault® ·Monster Khaos® ·Monster M-80® (named Ripper® in certain countries) ·Monster MIXXD® ·Monster Energy® Absolutely Zero ·Monster Energy® Import ·Monster Energy® Import Light ·Monster Energy® Dub Edition Baller’s Blend ·Monster Energy® Dub Edition Mad Dog ·Monster Rehab® Tea + Lemonade + Energy ·Monster Rehab® Rojo Tea + Energy ·Monster Rehab® Green Tea + Energy ·Monster Rehab® Protean + Energy ·Monster Rehab® Tea + Orangeade + Energy ·Monster Rehab® Tea + Pink Lemonade + Energy ·Muscle Monster® Vanilla ·Muscle Monster® Chocolate ·Muscle Monster® Coffee ·Java Monster® Kona Blend ·Java Monster® Loca Moca® ·Java Monster® Mean Bean® ·Java Monster® Vanilla Light ·Java Monster® Irish Blend® ·Java Monster® Toffee ·Java Monster® Kona Cappuccino ·Monster Energy Extra Strength Nitrous Technology® Super Dry™ ·Monster Energy Extra Strength Nitrous Technology® Anti-Gravity® ·Monster Energy Extra Strength Nitrous Technology® Black Ice™ ·X-Presso Monster® Hammer ·X-Presso Monster® Midnite ·Monster Cuba-Lima® ·Monster Energy® Zero Ultra ·Monster Energy® Ultra Blue ·Übermonster® Energy Brew ·M3® Monster Energy® Super Concentrate

30

We have two reportable segments, namely Direct Store Delivery (“DSD”), whose principal products comprise energy drinks, and Warehouse (“Warehouse”), whose principal products comprise juice-based and soda beverages. The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily direct to retailers.

During the six-months ended June 30, 2013, we continued to expand our existing product lines and flavors and further developed our markets. In particular, we continued to focus on developing and marketing beverages that fall within the category generally described as the “alternative” beverage category. During the six-months ended June 30, 2013, we introduced the following products:

· Monster Mini’s, 12-packs in 8-ounce size cans (January 2013).

· Peace Tea® iced teas, 12-packs in 8.4-ounce size cans (February 2013).

· Muscle Monster® Energy Shakes, non-carbonated energy shakes with 25-grams of protein (March 2013).

· Monster Rehab® Tea + Pink Lemonade + Energy (March 2013).

· Monster Energy® Ultra Blue, a carbonated energy drink which contains zero calories and zero sugar (March 2013).

· Java Monster® Kona Cappuccino (March 2013).

· Hansen’s® Sparkling beverages, a line of 10-calorie beverages with all natural sweeteners (March 2013).

· Peace Tea® Peach and Sno-Berry, ready-to-drink iced teas (June 2013).

In the normal course of business we discontinue certain products and/or product lines. Those products or product lines discontinued during the three- and six-months ended June 30, 2013, either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

During the three-months ended June 30, 2013 and 2012, we incurred foreign currency transaction losses of $3.6 million and $0.5 million, respectively. During the six-months ended June 30, 2013 and 2012, we incurred foreign currency transaction losses of $8.3 million and $1.0 million, respectively. Such amounts are included in other (expense) income. The increase in foreign currency losses during the three- and six-months ended June 30, 2013 was primarily related to our operations in Australia, Japan, South Africa and Europe.

During the three- and six-months ended June 30, 2013, we incurred an increase in professional service costs, net of insurance reimbursements, of $5.0 million and $10.0 million, respectively. The increase included $4.2 million and $7.2 million for the three- and six-months ended June 30, 2013, respectively, related to regulatory matters and litigation concerning the advertising, marketing, promotion, ingredients, usage, safety and sale of our Monster Energy® brand energy drinks.

During the three-months ended June 30, 2013 and 2012, we incurred termination costs to certain of our prior distributors amounting to $2.0 million and $0.6 million, respectively. During the six-months ended June 30, 2013 and 2012, we incurred termination costs to certain of our prior distributors amounting to $10.3 million and $0.6 million, respectively. Such termination costs have been expensed in full and are included in operating expenses for the three- and six-months ended June 30, 2013 and 2012.

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In addition, pursuant to new and/or amended distribution agreements entered into with certain distributors, net amounts of $9.7 million from such distributors were recorded during the six-months ended June 30, 2013, relating to the costs associated with terminating agreements with certain of our prior distributors. Such amounts have been accounted for as deferred revenue in the accompanying condensed consolidated balance sheets and are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years.

Our gross sales (as defined below) of $723.9 million for the three-months ended June 30, 2013 represented record sales for our second fiscal quarter. The vast majority of our gross sales are derived from our Monster Energy® brand energy drinks. Gross sales of our Monster Energy® brand energy drinks were $671.8 million for the three-months ended June 30, 2013, an increase of $40.0 million, or 88.7% of our overall increase in gross sales for the three-months ended June 30, 2013.

The percentage increase in gross sales was 6.6% and 28.7% for the three-months ended June 30, 2013 and 2012, respectively. We believe the decrease in the percentage growth rate for the three-months ended June 30, 2013 was primarily attributable to less robust growth of our Monster Energy® drink line in our North American and European energy drink markets.  In addition, the growth rate for the three-months ended June 30, 2012 was positively impacted by sales in Japan, which began in the second quarter of 2012 and therefore did not have a 2011 second quarter comparable.

Our DSD segment represented 95.3% and 95.8% of our consolidated net sales for the three-months ended June 30, 2013 and 2012, respectively. Our Warehouse segment represented 4.7% and 4.2% of our consolidated net sales for the three-months ended June 30, 2013 and 2012, respectively. Our DSD segment represented 95.2% and 95.4% of our consolidated net sales for the six-months ended June 30, 2013 and 2012, respectively. Our Warehouse segment represented 4.8% and 4.6% of our consolidated net sales for the six-months ended June 30, 2013 and 2012, respectively.

Our sales and marketing strategy for all our beverages is to focus our efforts on developing brand awareness through image enhancing programs and product sampling. We use our branded vehicles and other promotional vehicles at events where we offer samples of our products to consumers. We utilize “push-pull” methods to enhance shelf and display space exposure in sales outlets (including advertising, in-store promotions and in-store placement of point-of-sale materials, racks, coolers and barrel coolers) to enhance demand from consumers for our products. We also support our brands with prize promotions, price promotions, competitions, endorsements from selected public and sports figures, personality endorsements (including from television and other well known sports personalities), coupons, sampling and sponsorship of selected causes, events, athletes and teams. In-store posters, outdoor posters, print, radio and television advertising (directly and through our sponsorships and endorsements) and coupons may also be used to promote our brands.

We have historically marketed our Monster Energy®, Hansen’s® and Blue Energy® energy drink products as dietary supplements in accordance with the statutory definition of “dietary supplement” set forth in the Federal Food, Drug, and Cosmetic Act (the “Act”).  However, as permitted under that Act and FDA regulations, we recently decided to transition the labeling and marketing of these energy drink products from dietary supplements to conventional foods.  In the first quarter of 2013, we began transitioning the labeling of such products. Products marketed under the Worx Energy® brand, which are sold in 2-ounce bottles, will continue to be labeled as dietary supplements. We do not expect the cost of the labeling changes to be significant.

32

We believe that one of the keys to success in the beverage industry is differentiation, making our brands and products visually distinctive from other beverages on the shelves of retailers. We review our products and packaging on an ongoing basis and, where practical, endeavor to make them different, better and unique. The labels and graphics for many of our products are redesigned from time to time to maximize their visibility and identification, wherever they may be placed in stores, which we will continue to reevaluate from time to time.

All of our beverage products are manufactured by various third party bottlers and co-packers situated throughout the United States and abroad, under separate arrangements with each party.

Our growth strategy includes expanding our international business. Gross sales to customers outside the United States amounted to $160.4 million and $153.4 million for the three-months ended June 30, 2013 and 2012, respectively. Such sales were approximately 22% and 23% of gross sales for the three-months ended June 30, 2013 and 2012, respectively. Gross sales to customers outside the United States amounted to $291.1 million and $254.0 million for the six-months ended June 30, 2013 and 2012, respectively. Such sales were approximately 23% and 21% of gross sales for the six-months ended June 30, 2013 and 2012, respectively.

Our customers are primarily full service beverage distributors, retail grocery and specialty chains, wholesalers, club stores, drug chains, mass merchandisers, convenience chains, health food distributors, food service customers and the military. Gross sales to our various customer types for the three- and six-months ended June 30, 2013 and 2012 are reflected below. Such information includes sales made by us directly to the customer types concerned, which include our full service beverage distributors in the United States. Such full service beverage distributors in turn sell certain of our products to the same customer types listed below as well as to other customer types. We limit our description of our customer types to include only our sales to such full service distributors without reference to such distributors’ sales to their own customers.

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2013	2012	2013	2012
Full service distributors	62%	62%	62%	63%
Club stores, drug chains & mass merchandisers	11%	9%	10%	9%
Outside the U.S.	22%	23%	23%	21%
Retail grocery, specialty chains and wholesalers	3%	4%	3%	4%
Other	2%	2%	2%	3%

Our customers include Coca-Cola Refreshments USA Inc. (“CCR”), Coca-Cola Enterprises, Coca-Cola Refreshments Canada, Ltd. (formerly known as Coca-Cola Bottling Company), CCBCC Operations, LLC, United Bottling Contracts Company, LLC and other Coca-Cola Company independent bottlers, Wal-Mart, Inc. (including Sam’s Club), select Anheuser-Busch, Inc. distributors, certain bottlers of the Coca-Cola Hellenic group, Kalil Bottling Group, Trader Joe’s, Swire Coca-Cola, Costco, The Kroger Co. and Safeway, Inc. A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material negative effect on our financial condition and consolidated results of operations.  CCR accounted for approximately 29% and 28% of our net sales for the three-months ended June 30, 2013 and 2012, respectively. CCR accounted for approximately 30% and 29% of our net sales for the six-months ended June 30, 2013 and 2012, respectively.

33

Results of Operations

The following table sets forth key statistics for the three- and six-months ended June 30, 2013 and 2012, respectively.

(In thousands, except per share amounts)	Three-Months Ended June 30,				Percentage Change	Six-Months Ended June 30,				Percentage Change
	2013		2012		13 vs. 12	2013		2012		13 vs. 12
Gross sales, net of discounts & returns *	$	723,887	$	678,852	6.6%	$	1,278,838	$	1,196,165	6.9%
Less: Promotional and other allowances**	92,953		86,212		7.8%	163,680		148,920		9.9%
Net sales	630,934		592,640		6.5%	1,115,158		1,047,245		6.5%
Cost of sales	294,672		285,632		3.2%	526,857		499,068		5.6%
Gross profit***	336,262		307,008		9.5%	588,301		548,177		7.3%
Gross profit margin as a percentage of net sales	53.3%		51.8%			52.8%		52.3%
Operating expenses1	156,835		137,235		14.3%	301,569		252,118		19.6%
Operating expenses as a percentage of net sales	24.9%		23.2%			27.0%		24.1%
Operating income	179,427		169,773		5.7%	286,732		296,059		(3.2%)
Operating income as a percentage of net sales	28.4%		28.6%			25.7%		28.3%
Other (expense) income:
Interest and other (expense) income, net	(3,468)		(27)		(12,744.4%)	(7,940)		(77)		(10,211.7%)
Gain (loss) on investments and put options, net	66		(33)		300.0%	2,637		363		(626.4%)
Total other (expense) income	(3,402)		(60)		(5,570.0%)	(5,303)		286		1,954.2%
Income before provision for income taxes	176,025		169,713		3.7%	281,429		296,345		(5.0%)
Provision for income taxes	69,152		59,918		15.4%	111,060		110,450		0.6%
Net income	$	106,873	$	109,795	(2.7%)	$	170,369	$	185,895	(8.4%)
Net income as a percentage of net sales	16.9%		18.5%			15.3%		17.8%
Net income per common share:
Basic	$	0.64	$	0.62	3.0%	$	1.03	$	1.06	(3.1%)
Diluted	$	0.62	$	0.59	4.6%	$	0.98	$	1.00	(1.5%)
Case sales (in thousands)
(in 192-ounce case equivalents)	61,615		57,525		7.1%	109,364		101,921		7.3%

1Includes $2.0 million and $0.6 million for the three-months ended June 30, 2013 and 2012, respectively, and $10.3 million and $0.6 million for the six-months ended June 30, 2013 and 2012, respectively, related to expenditures attributable to the costs associated with terminating existing distributors.

*Gross sales is used internally by management as an indicator of and to monitor operating performance, including sales performance of particular products, salesperson performance, product growth or declines and overall Company performance. The use of gross sales allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues. We therefore believe that the presentation of gross sales provides a useful measure of our operating performance. Gross sales is not a measure that is recognized under GAAP and should not be considered as an alternative to net sales, which is determined in accordance with GAAP, and should not be used alone as an indicator of operating performance in place of net sales. Additionally, gross sales may not be comparable to similarly titled measures used by other companies, as gross sales has been defined by our internal reporting practices. In addition, gross sales may not be realized in the form of cash receipts as promotional payments and allowances may be deducted from payments received from certain customers.

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** Although the expenditures described in this line item are determined in accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform with GAAP presentation requirements. Additionally, our definition of promotional and other allowances may not be comparable to similar items presented by other companies. Promotional and other allowances primarily include consideration given to the Company’s 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 the Company’s 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) the Company’s agreed share of fees given to distributors and/or directly to retailers for advertising, in-store marketing and promotional activities; (iv) the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers; (v) incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined sales goals; (vi) discounted or free products; (vii) contractual fees given to the Company’s distributors related to sales made by the Company direct to certain customers that fall within the distributors’ sales territories; and (viii) commissions paid to our customers. The presentation of promotional and other allowances facilitates an evaluation of their impact on the determination of net sales and the spending levels incurred or correlated with such sales. Promotional and other allowances constitute a material portion of our marketing activities. The Company’s promotional allowance programs with its numerous distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one week to one year.

***Gross profit may not be comparable to that of other entities since some entities include all costs associated with their distribution process in cost of sales, whereas others exclude certain costs and instead include such costs within another line item such as operating expenses. We include out-bound freight and warehouse costs in operating expenses rather than in cost of sales.

Results of Operations for the Three-Months Ended June 30, 2013 Compared to the Three-Months Ended June 30, 2012.

Gross Sales. Gross sales were $723.9 million for the three-months ended June 30, 2013, an increase of approximately $45.0 million, or 6.6% higher than gross sales of $678.9 million for the three-months ended June 30, 2012. The increase in the gross sales of our Monster Energy® brand energy drinks represented approximately $40.0 million, or 88.7%, of the overall increase in gross sales. Gross sales of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. The increase in gross sales of our Hubert’s® lemonades represented approximately $7.0 million, or 15.5%, of the overall increase in gross sales. Gross sales of our Hubert’s® lemonades increased primarily due to increased sales by volume as a result of increased distribution and increased domestic consumer demand.  Pricing changes did not have a material impact on the increase in gross sales. No other individual product line contributed either a material increase or decrease to gross sales for the three-months ended June 30, 2013. Promotional and other allowances, as described in the footnote above, were $93.0 million for the three-months ended June 30, 2013, an increase of $6.7 million, or 7.8% higher than promotional and other allowances of $86.2 million for the three-months ended June 30, 2012. Promotional and other allowances as a percentage of gross sales increased to 12.8% from 12.7% for the three-months ended June 30, 2013 and 2012, respectively.  As a result, the percentage increase in gross sales for the three-months ended June 30, 2013 was higher than the percentage increase in net sales.

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Net Sales. Net sales were $630.9 million for the three-months ended June 30, 2013, an increase of approximately $38.3 million, or 6.5% higher than net sales of $592.6 million for the three-months ended June 30, 2012. The increase in net sales of our Monster Energy® brand energy drinks represented approximately $33.4 million, or 87.1%, of the overall increase in net sales. Net sales of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. The increase in net sales of our Hubert’s® lemonades represented approximately $6.6 million, or 17.2%, of the overall increase in net sales. Net sales of our Hubert’s® lemonades increased primarily due to increased sales by volume as a result of increased distribution and increased domestic consumer demand. Pricing changes did not have a material impact on the increase in net sales. No other individual product line contributed either a material increase or decrease to net sales for the three-months ended June 30, 2013.

Case sales, in 192-ounce case equivalents, were 61.6 million cases for the three-months ended June 30, 2013, an increase of approximately 4.1 million cases or 7.1% higher than case sales of 57.5 million cases for the three-months ended June 30, 2012. The overall average net sales per case decreased to $10.24 for the three months ended June 30, 2013, which was 0.6% lower than the average net sales per case of $10.30 for the three-months ended June 30, 2012.

Net sales for the DSD segment were $601.0 million for the three-months ended June 30, 2013, an increase of approximately $33.0 million, or 5.8% higher than net sales of $568.0 million for the three-months ended June 30, 2012. The increase in net sales of our Monster Energy® brand energy drinks represented approximately $33.4 million, or 101.2%, of the overall increase in net sales for the DSD segment. Net sales for the DSD segment of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. Pricing changes did not have a material impact on the increase in net sales for the DSD segment. No other individual product line contributed either a material increase or decrease to net sales for the DSD segment for the three-months ended June 30, 2013.

Net sales for the Warehouse segment were $29.9 million for the three-months ended June 30, 2013, an increase of approximately $5.3 million, or 21.7% higher than net sales of $24.6 million for the three-months ended June 30, 2012.  The increase in net sales for the Warehouse segment was primarily attributable to increased sales by volume of Hubert’s® lemonades. The increase in net sales for the Warehouse segment was partially offset by decreased sales by volume of Hansen’s® soda.

Gross Profit.  Gross profit was $336.3 million for the three-months ended June 30, 2013, an increase of approximately $29.3 million, or 9.5% higher than the gross profit of $307.0 million for the three-months ended June 30, 2012. Gross profit as a percentage of net sales increased to 53.3% for the three-months ended June 30, 2013 from 51.8% for the three-months ended June 30, 2012.  The increase in gross profit dollars was primarily the result of the $40.0 million increase in gross sales of our Monster Energy® brand energy drinks. The increase in gross profit as a percentage of net sales was largely attributable to changes in product sales mix as well as a reduction in the cost of certain containers.

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Operating Expenses.  Total operating expenses were $156.8 million for the three-months ended June 30, 2013, an increase of approximately $19.6 million, or 14.3% higher than total operating expenses of $137.2 million for the three-months ended June 30, 2012. The increase in operating expenses was partially attributable to increased expenditures of $5.0 million for professional service costs, including legal and accounting fees (of which $4.2 million related to regulatory matters and litigation concerning our Monster Energy® brand energy drinks), increased payroll expenses of $4.9 million (of which $0.4 million was related to an increase in stock-based compensation), increased out-bound freight and warehouse costs of $4.2 million, increased expenditures of $2.3 million for point-of-sale materials, increased expenditures of $1.5 million for allocated trade development, increased expenditures of $1.4 for merchandise displays and increased expenditures of $1.2 million for premiums.  The increase in operating expenses was partially offset by decreased expenditures of $1.9 million for advertising. Total operating expenses as a percentage of net sales was 24.9% for the three-months ended June 30, 2013, compared to 23.2% for the three-months ended June 30, 2012.

Contribution Margin.  Contribution margin for the DSD segment was $215.0 million for the three-months ended June 30, 2013, an increase of approximately $19.2 million, or 9.8% higher than the contribution margin of $195.8 million for the three-months ended June 30, 2012. The increase in the contribution margin for the DSD segment was primarily the result of the $40.0 million increase in gross sales of our Monster Energy® brand energy drinks.  Contribution margin for the Warehouse segment was $1.1 million for the three-months ended June 30, 2013, approximately $0.5 million lower than the contribution margin of $1.6 million for the three-months ended June 30, 2012. The decrease in the contribution margin for the Warehouse segment was partly attributable to increased costs of apple juice concentrate as well as production variances.

Operating Income.  Operating income was $179.4 million for the three-months ended June 30, 2013, an increase of approximately $9.7 million, or 5.7% higher than operating income of $169.8 million for the three-months ended June 30, 2012. Operating income as a percentage of net sales decreased slightly to 28.4% for the three-months ended June 30, 2013 from 28.6% for the three-months ended June 30, 2012, primarily due to the increase in operating expenses as a percentage of net sales. The increase in operating income dollars was primarily due to a $29.3 million increase in gross profit, partially offset by an increase in operating expenses of $19.6 million. Operating income was negatively affected by combined operating losses of $1.8 million and $2.6 million for the three-months ended June 30, 2013 and 2012, respectively, in relation to our operations in Africa, Asia, Australia, Europe, the Middle East and South America.

Other (Expense) Income.  Other (expense) was ($3.4) million for the three-months ended June 30, 2013, as compared to other (expense) of ($0.1) million for the three-months ended June 30, 2012. Foreign currency transaction losses were $3.6 million and $0.5 million for the three-months ended June 30, 2013 and 2012, respectively. The increase in foreign currency losses during the three-months ended June 30, 2013 was primarily related to our operations in Australia, Japan and South Africa. Interest income was $0.1 million and $0.4 million for the three-months ended June 30, 2013 and 2012, respectively.

Provision for Income Taxes.  Provision for income taxes was $69.2 million for the three-months ended June 30, 2013, an increase of $9.2 million or 15.4% higher than the provision for income taxes of $59.9 million for the three-months ended June 30, 2012.  The effective combined federal, state and foreign tax rate increased to 39.3% from 35.3% for the three-months ended June 30, 2013 and 2012, respectively. The increase in the effective tax rate for the three-months ended June 30, 2013 was primarily the result of the release of $1.8 million of unrecognized tax benefits in the three-months ended June 30, 2012 and a decrease in the domestic production deduction.

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Net Income.  Net income was $106.9 million for the three-months ended June 30, 2013, a decrease of $2.9 million or 2.7% lower than net income of $109.8 million for the three-months ended June 30, 2012. The decrease in net income was primarily attributable to an increase in the effective combined federal, state and foreign tax rate.

Results of Operations for the Six-Months Ended June 30, 2013 Compared to the Six-Months Ended June 30, 2012.

Gross Sales. Gross sales were $1,278.8 million for the six-months ended June 30, 2013, an increase of approximately $82.7 million, or 6.9% higher than gross sales of $1,196.2 million for the six-months ended June 30, 2012. The increase in the gross sales of our Monster Energy® brand energy drinks represented approximately $79.7 million, or 96.3%, of the overall increase in gross sales. Gross sales of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. The increase in gross sales of our Hubert’s® lemonades represented approximately $10.1 million, or 12.3%, of the overall increase in gross sales. Gross sales of our Hubert’s® lemonades increased primarily due to increased sales by volume as a result of increased distribution and increased domestic consumer demand. Pricing changes did not have a material impact on the increase in gross sales. No other individual product line contributed either a material increase or decrease to gross sales for the six-months ended June 30, 2013. Promotional and other allowances, as described in the footnote above, were $163.7 million for the six-months ended June 30, 2013, an increase of $14.8 million, or 9.9% higher than promotional and other allowances of $148.9 million for the six-months ended June 30, 2012. Promotional and other allowances as a percentage of gross sales increased to 12.8% from 12.5% for the six-months ended June 30, 2013 and 2012, respectively. As a result, the percentage increase in gross sales for the six-months ended June 30, 2013 was higher than the percentage increase in net sales.

Net Sales. Net sales were $1,115.2 million for the six-months ended June 30, 2013, an increase of approximately $67.9 million, or 6.5% higher than net sales of $1,047.2 million for the six-months ended June 30, 2012. The increase in net sales of our Monster Energy® brand energy drinks represented approximately $62.0 million, or 91.3%, of the overall increase in net sales. Net sales of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. The increase in net sales of our Hubert’s® lemonades represented approximately $9.4 million, or 13.8%, of the overall increase in net sales. Net sales of our Hubert’s® lemonades increased primarily due to increased sales by volume as a result of increased distribution and increased domestic consumer demand. Pricing changes did not have a material impact on the increase in net sales. No other individual product line contributed either a material increase or decrease to net sales for the six-months ended June 30, 2013.

Case sales, in 192-ounce case equivalents, were 109.4 million cases for the six-months ended June 30, 2013, an increase of approximately 7.4 million cases or 7.3% higher than case sales of 101.9 million cases for the six-months ended June 30, 2012. The overall average net sales per case decreased to $10.20 for the six-months ended June 30, 2013, which was 0.8% lower than the average net sales per case of $10.28 for the six-months ended June 30, 2012.

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Net sales for the DSD segment were $1,061.1 million for the six-months ended June 30, 2013, an increase of approximately $62.0 million, or 6.2% higher than net sales of $999.2 million for the six-months ended June 30, 2012. The increase in net sales of our Monster Energy® brand energy drinks represented approximately $62.0 million, or 100.0%, of the overall increase in net sales for the DSD segment. Net sales for the DSD segment of our Monster Energy® brand energy drinks increased primarily due to increased sales by volume as a result of increased domestic and international consumer demand as well as our expansion into new international markets. Pricing changes did not have a material impact on the increase in net sales for the DSD segment. No other individual product line contributed either a material increase or decrease to net sales for the DSD segment for the six-months ended June 30, 2013.

Net sales for the Warehouse segment were $54.0 million for the six-months ended June 30, 2013, an increase of approximately $6.0 million, or 12.4% higher than net sales of $48.0 million for the six-months ended June 30, 2012.  The increase in net sales for the Warehouse segment was primarily attributable to increased sales by volume of Hubert’s® lemonades. The increase in net sales for the Warehouse segment was partially offset by decreased sales by volume of Hansen’s® soda.

Gross Profit.  Gross profit was $588.3 million for the six-months ended June 30, 2013, an increase of approximately $40.1 million, or 7.3% higher than the gross profit of $548.2 million for the six-months ended June 30, 2012. Gross profit as a percentage of net sales increased to 52.8% for the six-months ended June 30, 2013 from 52.3% for the six-months ended June 30, 2012.  The increase in gross profit dollars was primarily the result of the $79.7 million increase in gross sales of our Monster Energy® brand energy drinks. The increase in gross profit as a percentage of net sales was largely attributable to changes in product sales mix as well as a reduction in the cost of certain containers.

Operating Expenses.  Total operating expenses were $301.6 million for the six-months ended June 30, 2013, an increase of approximately $49.5 million, or 19.6% higher than total operating expenses of $252.1 million for the six-months ended June 30, 2012. The increase in operating expenses was partially attributable to increased expenditures of $10.0 million for professional service costs, including legal and accounting fees (of which $7.2 million related to regulatory matters and litigation concerning our Monster Energy® brand energy drinks), increased expenditures of $9.7 million relating to the costs associated with terminating existing distributors, increased payroll expenses of $7.8 million (of which $0.8 million was related to an increase in stock-based compensation), increased out-bound freight and warehouse costs of $6.7 million, increased expenditures of $3.5 million for other marketing expenses, increased expenditures of $3.5 million for point-of-sale materials, increased expenditures of $3.2 million for premiums, increased expenditures of $3.2 million for allocated trade development and increased expenditures of $2.0 million for merchandise displays.  Total operating expenses as a percentage of net sales was 27.0% for the six-months ended June 30, 2013, compared to 24.1% for the six-months ended June 30, 2012.

Contribution Margin.  Contribution margin for the DSD segment was $354.0 million for the six-months ended June 30, 2013, an increase of approximately $9.1 million, or 2.6% higher than the contribution margin of $344.9 million for the six-months ended June 30, 2012. The increase in the contribution margin for the DSD segment was primarily the result of the $79.7 million increase in

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gross sales of our Monster Energy® brand energy drinks.  Contribution margin for the Warehouse segment was $1.5 million for the six-months ended June 30, 2013, approximately $2.3 million lower than the contribution margin of $3.8 million for the six-months ended June 30, 2012. The decrease in the contribution margin for the Warehouse segment was partly attributable to increased costs of apple juice concentrate as well as production variances.

Operating Income.  Operating income was $286.7 million for the six-months ended June 30, 2013, a decrease of approximately $9.3 million, or 3.2% lower than operating income of $296.1 million for the six-months ended June 30, 2012. Operating income as a percentage of net sales decreased to 25.7% for the six-months ended June 30, 2013 from 28.3% for the six-months ended June 30, 2012, primarily due to the increase in operating expenses as a percentage of net sales. The decrease in operating income dollars was primarily due to an increase in operating expenses of $49.5 million, partially offset by a $40.1 million increase in gross profit. Operating income was negatively affected by combined operating losses of $3.8 million and $6.8 million for the six-months ended June 30, 2013 and 2012, respectively, in relation to our operations in Africa, Asia, Australia, Europe, the Middle East and South America.

Other (Expense) Income.  Other (expense) was ($5.3) million for the six-months ended June 30, 2013, as compared to other income of $0.3 million for the six-months ended June 30, 2012. Foreign currency transaction losses were $8.3 million and $1.0 million for the six-months ended June 30, 2013 and 2012, respectively. The increase in foreign currency losses during the six-months ended June 30, 2013 was primarily related to our operations in Australia, Japan, South Africa and Europe. Interest income was $0.3 million and $0.8 million for the six-months ended June 30, 2013 and 2012, respectively.

Provision for Income Taxes.  Provision for income taxes was $111.1 million for the six-months ended June 30, 2013, an increase of $0.6 million or 0.6% higher than the provision for income taxes of $110.5 million for the six-months ended June 30, 2012.  The effective combined federal, state and foreign tax rate increased to 39.5% from 37.3% for the six-months ended June 30, 2013 and 2012, respectively. The increase in the effective tax rate during the six-months ended June 30, 2013 was primarily the result of the establishment of a full valuation allowance against a tax capital loss recognized on the sale of certain available-for-sale auction rate securities, the release of $1.8 million of unrecognized tax benefits during the six-months ended June 30, 2012 and a decrease in the domestic production deduction.

Net Income.  Net income was $170.4 million for the six-months ended June 30, 2013, a decrease of $15.5 million or 8.4% lower than net income of $185.9 million for the six-months ended June 30, 2012. The decrease in net income was primarily attributable to an increase in operating expenses of $49.5 million, an increase in other expenses of $5.6 million and an increase in the effective combined federal, state and foreign tax rate. The decrease in net income was partially offset by an increase in gross profit of $40.1 million.

Liquidity and Capital Resources

Cash flows provided by operating activities.  Net cash provided by operating activities was $99.7 million for the six-months ended June 30, 2013, as compared with net cash provided by operating activities of $110.1 million for the six-months ended June 30, 2012.  For the six-months ended June 30, 2013, cash provided by operating activities was primarily attributable to net income

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earned of $170.4 million and adjustments for certain non-cash expenses consisting of $14.4 million of stock-based compensation and $10.3 million of depreciation and other amortization. For the six-months ended June 30, 2013, cash provided by operating activities also increased due to a $33.0 million increase in income taxes payable, a $22.2 million increase in accrued promotional allowances, a $16.9 million increase in accounts payable, a $16.0 million increase in accrued liabilities, a $6.8 million increase in deferred revenue and a $3.5 million increase in accrued distributor terminations. For the six-months ended June 30, 2013, cash provided by operating activities was reduced due to a $105.0 million increase in accounts receivable, a $34.0 million increase in inventory, a $28.9 million increase in tax benefit from the exercise of stock options, a $8.5 million increase in prepaid expenses and other current assets, a $5.3 million increase in distributor receivables, a $4.1 million decrease in accrued compensation, a $4.1 million increase in prepaid income taxes and a $2.9 million gain on investments.

For the six-months ended June 30, 2012, cash provided by operating activities was primarily attributable to net income earned of $185.9 million and adjustments for certain non-cash expenses consisting of $13.6 million of stock-based compensation, $10.1 million of depreciation and other amortization, a $2.6 million decrease in deferred income taxes and a $1.2 million loss on put options. For the six-months ended June 30, 2012, cash provided by operating activities also increased due to a $45.1 million increase in accounts payable and a $25.3 million increase in accrued liabilities. For the six-months ended June 30, 2012, cash provided by operating activities was reduced due to a $87.8 million increase in accounts receivable, a $44.3 million increase in inventory, a $24.6 million decrease in accrued promotional allowances, a $5.0 million decrease in income taxes payable, a $2.9 million decrease in deferred revenue, a $2.9 million increase in tax benefit from the exercise of stock options, a $2.5 million decrease in accrued compensation, a $2.4 million increase in prepaid income taxes and a $1.6 million gain on investments.

Cash flows used in investing activities. Net cash used in investing activities was $70.6 million for the six-months ended June 30, 2013, as compared to net cash used in investing activities of $57.5 million for the six-months ended June 30, 2012.  For the six-months ended June 30, 2013, cash used in investing activities was primarily attributable to purchases of held-to-maturity investments, purchases of property and equipment, and additions to intangibles. For the six-months ended June 30, 2012, cash used in investing activities was primarily attributable to purchases of held-to-maturity investments, purchases of available-for-sale investments, purchases of property and equipment, including the purchase of real property, additions to intangibles and an increase in other assets. For the six-months ended June 30, 2013, cash provided by investing activities was primarily attributable to maturities of held-to-maturity investments and proceeds from the sale of property and equipment. For the six-months ended June 30, 2012, cash provided by investing activities was primarily attributable to maturities of held-to-maturity investments, sales of available-for-sale investments and sales of trading investments.

For both the six-months ended June 30, 2013 and 2012, cash used in investing activities also included the acquisitions of fixed assets consisting of vans and promotional vehicles, coolers and other equipment to support our marketing and promotional activities, production equipment, furniture and fixtures, office and computer equipment, computer software, and equipment used for sales and administrative activities, as well as certain leasehold improvements.  We expect to continue to use a portion of our cash in excess of our requirements for operations for purchasing short-term and long-term investments, and for other corporate purposes, including leasehold improvements, the acquisition of capital equipment, specifically, vans, trucks and promotional vehicles, coolers, other

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promotional equipment, merchandise displays, warehousing racks as well as items of production equipment required to produce certain of our existing and/or new products and to develop our brand in international markets. From time to time, we may also purchase additional real property related to our beverage business and/or acquire compatible businesses as a use of cash in excess of our requirements for operations.

Cash flows provided by financing activities.  Net cash provided by financing activities was $31.0 million for the six-months ended June 30, 2013, as compared to net cash provided by financing activities of $8.3 million for the six-months ended June 30, 2012.  For the six-months ended June 30, 2013, cash provided by financing activities was primarily attributable to a $28.9 million tax benefit from the exercise of stock options and $16.3 million received from the issuance of common stock in connection with the exercise of certain stock options. For the six-months ended June 30, 2013, cash used in financing activities was primarily attributable to $13.4 million of purchases of common stock.  For the six-months ended June 30, 2012, cash provided by financing activities was primarily attributable to $6.4 million received from the issuance of common stock in connection with the exercise of certain stock options.

Purchases of inventories, increases in accounts receivable and other assets, acquisition of property and equipment, leasehold improvements, acquisition and maintenance of trademarks, payments of accounts payable, income taxes payable and purchases of our common stock are expected to remain our principal recurring uses of cash.

Cash and cash equivalents, short-term and long-term investments.  At June 30, 2013, we had $283.8 million in cash and cash equivalents and $160.2 million in short-term and long-term investments. We have historically invested these amounts in U.S. Treasury bills, U.S. government agency securities and municipal securities (which may have an auction reset feature), corporate notes and bonds, commercial paper and money market funds meeting certain criteria. We maintain our investments for cash management purposes and not for purposes of speculation. Our risk management policies emphasize credit quality (primarily based on short-term ratings by nationally recognized statistical organizations) in selecting and maintaining our investments. We regularly assess market risk of our investments and believe our current policies and investment practices adequately limit those risks. However, certain of these investments are subject to general credit, liquidity, market and interest rate risks. These market risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

We believe that cash available from operations, including our cash resources and the revolving line of credit, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable, payments of tax liabilities, expansion and development needs, purchases of shares of our common stock, as well as any purchases of capital assets, equipment and properties, through at least the next 12 months. Based on our current plans, at this time we estimate that capital expenditures are likely to be less than $100.0 million through June 30, 2014.  However, future business opportunities may cause a change in this estimate.

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The following represents a summary of the Company’s contractual commitments and related scheduled maturities as of June 30, 2013:

	Payments due by period (in thousands)
Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations¹	$	84,398	$	47,607	$	35,459	$	1,332	$	-
Capital Leases	1,582		1,582		-		-		-
Operating Leases	17,513		4,683		9,139		3,691		-
Purchase Commitments²	49,357		49,357		-		-		-
	$	152,850	$	103,229	$	44,598	$	5,023	$	-

¹Contractual obligations include our obligations related to sponsorships and other commitments.

²Purchase commitments include obligations made by us and our subsidiaries to various suppliers for raw materials used in the production of our products. These obligations vary in terms, but are generally satisfied within one year.

In addition, approximately $1.3 million of unrecognized tax benefits have been recorded as liabilities as of June 30, 2013. It is expected that the amount of unrecognized tax benefits will not significantly change within the next 12 months. We have also recorded a liability for potential penalties and interest of $0.4 million as of June 30, 2013.

In March 2012, the Company acquired an approximately 75,425 square foot, free-standing, three-story office building located in Corona, CA, including the real property thereunder and improvements thereon (the “March 2012 Property”)  as well as additional parking spaces, for a total purchase price of $9.7 million. The Company did not occupy or make improvements to the March 2012 Property.  In June 2013, the Company completed the sale of the March 2012 Property, resulting in a net loss of $0.03 million, inclusive of broker commissions and closing costs.

In October 2012, the Company acquired an approximately 141,000 square foot, free-standing, six-story office building, including the real property thereunder and improvements thereon, located in Corona, CA (the “October 2012 Property”) adjacent to the March 2012 Property, for a purchase price of $18.8 million. The Company has substantially completed the necessary improvements to the October 2012 Property and is scheduled to occupy the building as the Company’s new corporate headquarters commencing in August 2013.

Sales

The table below discloses selected quarterly data regarding sales for the three- and six-months ended June 30, 2013 and 2012, respectively.  Data from any one or more quarters or periods is not necessarily indicative of annual results or continuing trends.

Sales of beverages are expressed in unit case volume.  A “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce servings).  Unit case volume means the number of unit cases (or unit case equivalents) of beverages sold by us.

Our quarterly results of operations reflect seasonal trends that are primarily the result of increased demand in the warmer months of the year. It has been our experience that beverage sales tend to be lower during the first and fourth quarters of each calendar year. Because the primary historical market for our products is California, which has a year-long temperate climate, the effect

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of seasonal fluctuations on quarterly results may have been somewhat mitigated; however, such fluctuations may become more pronounced with the expansion of the distribution of our products outside of California. In addition, our experience with our energy drink products suggests they may be less seasonal than the seasonality ordinarily expected from traditional beverages. Quarterly fluctuations may also be affected by other factors including the introduction of new products, the opening of new markets where temperature fluctuations are more pronounced, the addition of new bottlers, customers and distributors, changes in the sales mix of our products and changes in advertising and promotional expenses.

(In thousands, except average	Three-Months Ended				Six-Months Ended
net sales per case)	June 30,				June 30,
	2013		2012		2013		2012
Net sales	$	630,934	$	592,640	$	1,115,158	$	1,047,245
Case sales (192-ounce case equivalents)	61,615		57,525		109,364		101,921
Average net sales per case	$	10.24	$	10.30	$	10.20	$	10.28

See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Our Business” for additional information related to the increase in sales.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Form 10-K for the fiscal year ended December 31, 2012.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in ASU No. 2013-11 are not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified

44

out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The guidance became effective for the Company on January 1, 2013. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial position, results of operations or liquidity.

Inflation

We do not believe that inflation had a significant impact on our results of operations for the periods presented.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company.  Certain statements made in this report may constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) regarding the expectations of management with respect to revenues, profitability, adequacy of funds from operations and our existing credit facility, among other things.  All statements containing a projection of revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure or other financial items, a statement of management’s plans and objectives for future operations, or a statement of future economic performance contained in management’s discussion and analysis of financial condition and results of operations, including statements related to new products, volume growth and statements encompassing general optimism about future operating results and non-historical information, are forward-looking statements within the meaning of the Act. Without limiting the foregoing, the words “believes,” “thinks,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements.

Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside our control, involve a number of risks, uncertainties and other factors, that could cause actual results and events to differ materially from the statements made including, but not limited to, the following:

· Disruption in distribution or sales and/or decline in sales due to the termination and/or appointment of existing and/or new domestic and/or international distributors;

· Lack of anticipated demand for our products in international markets;

· Unfavorable regulations, including taxation requirements, product registration requirements, tariffs and/or trade restrictions;

· The effect of inquiries from and/or actions by state attorneys general or city attorneys and/or other government agencies and/or quasi-government agencies and/or government officials, including members of Congress, into the advertising, marketing, promotion, ingredients, sale and/or consumption of our energy drink products, including voluntary changes to our business practices;

· Our ability to achieve profitability from our operations outside the United States;

· Our ability to manage legal and regulatory requirements in foreign jurisdictions, potential difficulties in staffing and managing foreign operations, potentially higher incidence of fraud or corruption and credit risk of foreign customers and distributors;

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· Our ability to effectively manage our inventories and/or our accounts receivables;

· Our foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in currencies other than the U.S. dollar, which will continue to increase as foreign sales increase, since we do not use derivative financial instruments to reduce our net exposure to currency fluctuations;

· Changes in accounting standards may affect our reported profitability;

· Any proceedings which may be brought against us by the Securities and Exchange Commission (the “SEC”), the FDA, the Federal Trade Commission (the “FTC”) or other governmental agencies or bodies;

· The outcome of shareholder securities litigation and/or shareholder derivative actions filed against us and/or against certain of our officers and directors, and the possibility of other private shareholder litigation;

· The possibility of future shareholder derivative actions or shareholder securities litigation filed against us;

· The outcome of product liability litigation and/or class action litigation regarding the safety of our products and/or the ingredients in and/or claims made in connection with our products and/or alleging false advertising, and the possibility of future product liability and/or class action lawsuits;

· The current uncertainty and volatility in the national and global economy;

· The impact of lower disposable incomes of our consumers, as a result of the current state of the economy, the continuing high levels of unemployment and high gasoline prices;

· The outcome of future auctions of auction rate securities and/or our ability to recover payments thereunder and/or the creditworthiness of issuers of our auction rate securities and/or our 2011 Put Option (as defined in Note 4 of Notes to the Condensed Consolidated Financial Statements) and/or their ability to make payment thereunder;

· Our ability to address any significant deficiencies or material weakness in our internal control over financial reporting;

· Our ability to generate sufficient cash flows to support capital expansion plans and general operating activities;

· Decreased demand for our products resulting from changes in consumer preferences or from decreased consumer discretionary spending power;

· Changes in demand that are weather related, particularly in areas outside of California;

· Competitive products and pricing pressures and our ability to gain or maintain our share of sales in the marketplace as a result of actions by competitors;

· Our ability to introduce new products;

· An inability to achieve volume growth through product and packaging initiatives;

· Our ability to sustain the current level of sales and/or increase the sales of our Monster Energy® brand energy drinks and/or our Peace Tea® iced teas and/or our other products;

· The impact of criticism of our energy drink products and/or the energy drink market generally and/or legislation enacted, whether as a result of such criticism or otherwise, that restrict the sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit caffeine content in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product sizes or impose age restrictions for the sale of energy drinks;

· Our ability to comply with and/or resulting lower consumer demand for energy drinks due to proposed and/or future U.S. federal, state and local laws and regulations and/or proposed or existing laws and regulations in certain foreign jurisdictions and/or any changes therein,

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	including changes in taxation requirements (including tax rate changes, new tax laws, new and/or increased excise and/or sales and/or other taxes on our products and revised tax law interpretations) and environmental laws, as well as the Federal Food, Drug and Cosmetic Act, including as amended by the Dietary Supplement Health and Education Act, and regulations made thereunder or in connection therewith, as well as changes in any other food, drug or similar laws in the United States and internationally, especially those that may restrict the sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit caffeine content in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product sizes, or impose age restrictions for the sale of energy drinks, as well as laws and regulations or rules made or enforced by the FDA, and/or the Bureau of Alcohol, Tobacco and Firearms and Explosives, and/or the Federal Trade Commission;
·	The effect of unfavorable press and/or articles, comments and/or media attention;
·	Changes in the cost, quality and availability of containers, packaging materials, raw materials, other ingredients and juice concentrates, and our ability to obtain and/or maintain favorable supply arrangements and relationships and procure timely and/or sufficient production of all or any of our products to meet customer demand;
·	Our ability to pass on to our customers all or a portion of the increasing costs of fuel and/or raw materials and/or ingredients and/or commodities affecting our business;
·	Our ability to achieve both domestic and international forecasts, which may be based on projected volumes and sales of many product types and/or new products, certain of which are more profitable than others; there can be no assurance that we will achieve projected levels of sales as well as forecasted product and/or geographic mixes;
·	Our ability to penetrate new domestic and/or international markets;
·	Our ability to gain approval or mitigate the delay in securing approval for the sale of our products in various countries;
·	Economic or political instability in one or more of our international markets;
·	Our ability to secure and/or retain competent and/or effective distributors internationally;
·	The sales and/or marketing efforts of distributors of our products, most of which distribute products that are competitive with our products;
·	Unilateral decisions by distributors, convenience chains, grocery chains, specialty chain stores, club stores and other customers to discontinue carrying all or any of our products that they are carrying at any time and/or restrict the range of our products they carry and/or devote less resources to the sale of our products;
·	The costs and/or effectiveness, now or in the future, of our advertising, marketing and promotional strategies;
·	Changes in product category consumption;
·	Unforeseen economic and political changes;
·	Possible recalls of our products and/or defective production;
·	Our ability to make suitable arrangements for the co-packing of any of our products and/or the timely replacement of discontinued co-packing arrangements;
·	Our ability to make suitable arrangements for the procurement of non-defective raw materials;
·	Our inability to protect and/or the loss of our intellectual property rights and/or our inability to use our trademarks and/or trade names or designs in certain countries;
·	Volatility of stock prices which may restrict stock sales, stock purchases or other opportunities;
·	Provisions in our organizational documents and/or control by insiders which may prevent changes in control even if such changes would be beneficial to other stockholders;

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· The failure of our bottlers and contract packers to manufacture our products on a timely basis or at all;

· Exposure to significant liabilities due to litigation, legal or regulatory proceedings;

· Any disruption in and/or lack of effectiveness of our information technology systems that disrupts our business or negatively impacts customer relationships; and

· Recruitment and retention of senior management, other key employees and our employee base in general.

The foregoing list of important factors and other risks detailed from time to time in our reports filed with the SEC is not exhaustive.  See the section entitled “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2012, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements.  Other unknown or unpredictable factors also could harm our results. Consequently, our actual results could be materially different from the results described or anticipated by our forward-looking statements, due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than anticipated. Given these uncertainties, you should not rely on forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this report, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the three- and six-months ended June 30, 2013 compared with the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures – Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and (2)  accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting – There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

In May 2009, Avraham Wellman, purporting to act on behalf of himself and a class of consumers in Canada, filed a putative class action in the Ontario Superior Court of Justice, in the City of Toronto, Ontario, Canada, against the Company and its former Canadian distributor, Pepsi-Cola Canada Ltd., as defendants (the “Wellman Action”).  The plaintiff alleges that the defendants misleadingly packaged and labeled Monster Energy® products in Canada by not including sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of the energy drink products.  The plaintiff’s claims against the defendants are for negligence, unjust enrichment, and making misleading/false representations in violation of the Competition Act (Canada), the Food and Drugs Act (Canada) and the Consumer Protection Act, 2002 (Ontario).  The plaintiff claims general damages on behalf of the putative class in the amount of CDN$20 million, together with punitive damages of CDN$5 million, plus legal costs and interest. The plaintiff’s certification motion materials have not yet been filed. The Company believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations. In accordance with class action practices in Ontario, the Company will not file an answer to the complaint until after the determination of the certification motion.  The Company believes that the plaintiff’s complaint is without merit and plans a vigorous defense.

On October 17, 2012, Wendy Crossland and Richard Fournier filed a lawsuit in the Superior Court of the State of California, County of Riverside, styled Wendy Crossland and Richard Fournier v. Monster Beverage Corporation, against the Company claiming that the death of their 14 year old daughter (Anais Fournier) was caused by her consumption of two 24-ounce Monster Energy® drinks over the course of two days in December 2011.  The plaintiffs allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death.  The plaintiffs claim general damages in excess of $25,000 and punitive damages.  The Company filed a demurrer and a motion to strike the plaintiffs’ complaint on November 19, 2012, and the plaintiffs filed a first amended complaint on December 19, 2012.  The Company filed its answer to the first amended complaint on June 7, 2013.  The court has set a mediation completion date of November 26, 2013.  Discovery has commenced but no trial date has been set. The Company believes that the plaintiffs’ complaint is without merit and plans a vigorous defense.  The Company also believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations.

The Company has also been named as a defendant in other complaints containing similar allegations to those presented in the Fournier lawsuit, each of which the Company believes is also without merit and would not have a material adverse effect on the Company’s financial position or results of operations in the event any damages were awarded.

Securities Litigation – On September 11, 2008, a federal securities class action complaint styled Cunha v. Hansen Natural Corp., et al. was filed in the United States District Court for the Central District of California (the “District Court”). On September 17, 2008, a second federal securities class action complaint styled Brown v. Hansen Natural Corp., et al. was also filed in the District Court. After the District Court consolidated the two actions and appointed the Structural Ironworkers Local Union #1 Pension Fund as lead plaintiff, a Consolidated Complaint for Violations of Federal Securities Laws was filed on August 28, 2009 (the “Consolidated Class Action Complaint”).

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The Consolidated Class Action Complaint purported to be brought on behalf of a class of purchasers of the Company’s stock during the period November 9, 2006 through November 8, 2007 (the “Class Period”).  It named as defendants the Company, Rodney C. Sacks, Hilton H. Schlosberg, and Thomas J. Kelly. Plaintiff principally alleged that, during the Class Period, the defendants made false and misleading statements relating to the Company’s distribution coordination agreements with Anheuser-Busch, Inc. (“AB”) and its sales of “Allied” energy drink lines, and engaged in sales of shares in the Company on the basis of material non-public information.  Plaintiff also alleged that the Company’s financial statements for the second quarter of 2007 did not include certain promotional expenses.  The Consolidated Class Action Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and sought an unspecified amount of damages.

The District Court dismissed the Consolidated Class Action Complaint, with leave to amend, on July 12, 2010. Plaintiff thereafter filed a Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws on August 27, 2010 (the “Amended Class Action Complaint”).  While similar in many respects to the Consolidated Class Action Complaint, the Amended Class Action Complaint drops certain of the allegations set forth in the Consolidated Class Action Complaint and makes certain new allegations, including that the Company engaged in “channel stuffing” during the Class Period that rendered false or misleading the Company’s reported sales results and certain other statements made by the defendants.  In addition, it no longer names Thomas J. Kelly as a defendant.

On September 4, 2012, the District Court dismissed certain of the claims in the Amended Class Action Complaint, including plaintiff’s allegations relating to promotional expenses, but denied defendants’ motion to dismiss with regard to the majority of plaintiff’s claims, including plaintiff’s channel stuffing allegations. Plaintiff filed a motion seeking class certification on December 6, 2012.  At a hearing on plaintiff’s class certification motion held on June 20, 2013, the District Court issued a tentative ruling indicating that it was inclined to deny the motion, without prejudice.  The District Court has not yet, however, issued a final ruling and the motion for class certification remains sub judice. Fact discovery in the action has been stayed pending resolution of the class certification motion.

The Amended Class Action Complaint seeks an unspecified amount of damages.  As a result, the amount or range of reasonably possible litigation losses to which the Company is exposed cannot be estimated. Although the ultimate outcome of this action cannot be determined with certainty, the Company believes that the allegations in the Amended Class Action Complaint are without merit.  The Company intends to vigorously defend against this lawsuit.

State Attorney General Inquiry – In July 2012, the Company received a subpoena from a state attorney general in connection with an investigation concerning the Company’s advertising, marketing, promotion, ingredients, usage and sale of its Monster Energy® brand of energy drinks. As the investigation is in an early stage, it is unknown what, if any, action the state attorney general may take against the Company, the relief which may be sought in the event of any such proceeding or whether such proceeding could have a material adverse effect on the Company’s business, financial condition or results of operations.

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Derivative Litigation – On May 3, 2013, a derivative complaint was filed in United States District Court for the Central District of California, purportedly on behalf of the Company, by a shareholder of the Company who made no prior demand on the Company’s Board of Directors.  The action was styled Eric Spitzer v. Sacks, et al, United States District Court for the Central District of California.  Through his counsel, Spitzer had previously served a request that the Company produce certain books and records pursuant to section 220 of the Delaware General Corporation Law.  Counsel for the Company and Spitzer exchanged correspondence relating to the demand.  After Spitzer refused to narrow his demand, the Company ultimately denied the demand in a letter dated February 14, 2013.

The Spitzer complaint named as defendants certain officers, directors, and employees of the Company, including Rodney Sacks, Hilton Schlosberg, Harold C. Taber, Jr., Benjamin M. Polk, Norman C. Epstein, Mark S. Vidergauz, Sydney Selati, and Thomas J. Kelly.  The Company was named as a nominal defendant.

Spitzer alleged, among other things, that the Individual Defendants breached their fiduciary duties to the Company by causing the Company to (a) engage in illicit activity regarding the promotion, marketing, advertising, ingredients, usage and sale of its Monster Energy brand of energy drinks; (b) lack adequate internal and financial controls; and (c) issue financial statements that were materially false and misleading, all in a way that has exposed, and will continue to expose, the Company to costly investigations.  The complaint further alleged that, beginning in February 2012, the Individual Defendants further breached their fiduciary duties by making statements in press releases and public filings about the Company’s earnings and financial condition and by failing to disclose that the Company was improperly advertising, marketing, and promoting its Monster Energy brand of energy drinks.  The complaint further alleged that while the Company’s shares were purportedly artificially inflated because of those improper statements, certain defendants sold Company stock while in possession of material non-public information.  The complaint asserted causes of action for breach of fiduciary duty abuse of control, gross mismanagement, and unjust enrichment.  Spitzer sought an unspecified amount of damages to be paid to the Company, adoption of corporate governance reforms, and equitable and injunctive relief.

On May 28, 2013, on the parties’ stipulation, the complaint was dismissed with prejudice as to plaintiff and without prejudice as to any other Company shareholder.  No consideration was offered or exchanged to induce or reward plaintiff’s voluntary dismissal.

San Francisco City Attorney Litigation.  On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand of energy drinks and specifically concerning the safety of its products for consumption by adolescents.  In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately:  (i) “Reformulate its product to lower the caffeine content to safe levels”; (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.”

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On April 29, 2013, the Company and its wholly owned subsidiary, Monster Energy Company, filed a complaint for declaratory and injunctive relief against the San Francisco City Attorney in United States District Court for the Central District of California, styled Monster Beverage Corp., et al. v. Dennis Herrera.  The Company seeks a declaration from the Court that the San Francisco City Attorney’s investigation and demands are impermissible and preempted, subject to the doctrine of primary jurisdiction, are unconstitutional in that they violate the First and Fourteenth Amendments’ prohibitions against compelled speech, content-based speech and commercial speech, are impermissibly void-for-vagueness, and/or violate the Commerce Clause.  On June 3, 2013, the City Attorney filed a motion to dismiss the Company’s complaint.  The Company filed its opposition on July 15, 2013, and the City Attorney filed its reply brief on August 5, 2013.  A hearing on the City Attorney’s motion to dismiss the Company’s complaint is scheduled for August 19, 2013.

On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, et seq., styled People Of The State Of California ex rel. Dennis Herrera, San Francisco City Attorney v. Monster Beverage Corporation, San Francisco Superior Court.  The City Attorney alleges that the Company (1) mislabeled its products as a dietary supplement, in violation of California’s Sherman Food, Drug and Cosmetic Law, California Health & Safety Code sections 109875 et. seq.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe (“GRAS”) due to the alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens; (b) fails to warn against and promotes unsafe consumption; (c) implicitly promotes mixing of energy drinks with alcohol or drugs; and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney seeks a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the Unfair Competition Law; an injunction from performing or proposing to perform any acts in violation of the Unfair Competition Law; restitution; and civil penalties. On July 3, 2013, the Company filed a motion to dismiss, stay, or transfer the action to the United States District Court for the Central District of California.  On that same day, the City Attorney filed a motion to remand the case back to state court.  Oppositions to both motions are due on August 14, 2013, and briefing is expected to be completed on September 4, 2013.  A hearing on both motions is scheduled for September 18, 2013.

The Company denies that it has violated the Unfair Competition Law or any other law and believes that the City Attorney’s claims and demands are preempted and unconstitutional, as alleged in the action the Company filed in the United States District Court for the Central District of California.  The Company intends to vigorously defend against this lawsuit.  At this time, no evaluation of the likelihood of an unfavorable outcome or range of potential loss can be expressed.

In addition to the above matters, the Company has been named as a defendant in various false advertising putative class actions and in a private attorney general action, each of which contains certain allegations similar to those presented in the Wellman Action.  In these actions, plaintiffs allege that defendants misleadingly labeled and advertised Monster Energy® brand products that allegedly were ineffective for the advertised benefits (including, but not limited to, an allegation that the products do not hydrate as advertised because they contain caffeine).  The plaintiffs further allege that the Monster Energy® brand products at issue are unsafe because they contain one or more ingredients that allegedly could result in illness, injury or death. In connection with these product safety allegations, the plaintiffs claim that the product labels did

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not provide adequate warnings and/or that the Company did not include sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of its energy drink products (including, but not limited to, claims that certain ingredients, when consumed individually or in combination with other ingredients, could result in high blood pressure, palpitations, liver damage or other negative health effects and/or that the products themselves are unsafe).  Based on these allegations, the plaintiffs assert claims for violation of state consumer protection statutes, including unfair competition and false advertising statutes, and for breach of warranty and unjust enrichment.  In their prayers for relief, the plaintiffs seek, inter alia, compensatory and punitive damages, restitution, attorneys’ fees, and, in some cases, injunctive relief.  Furthermore, the Company is subject to litigation from time to time in the normal course of business, including intellectual property litigation and claims from terminated distributors.  Although it is not possible to predict the outcome of such litigation, based on the facts known to the Company, management believes that such litigation in the aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

ITEM 1A.RISK FACTORS

Our Risk Factors are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.  There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the period ended December 31, 2012.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 7, 2013, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “April 2013 Repurchase Plan”). As of August 9, 2013, no shares have been purchased under the April 2013 Repurchase Plan.

During the three-months ended June 30, 2013, 612 shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $0.03 million. While such purchases are considered common stock repurchases, they are not counted as purchases against our authorized share repurchase programs, including the April 2013 Repurchase Plan.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

3.1	Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to our Form 8-K dated August 2, 2013).
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial information from Monster Beverage Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the three- and six-months ended June 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the three- and six-months ended June 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the six-months ended June 30, 2013 and 2012, and (v) the Notes to Condensed Consolidated Financial Statements.

*   Filed herewith

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SIGNATURES

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

	MONSTER BEVERAGE CORPORATION
	Registrant
Date:  August 9, 2013	/s/ RODNEY C. SACKS
	Rodney C. Sacks
	Chairman of the Board of Directors
	and Chief Executive Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Rodney Sacks, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Monster Beverage Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2013	/s/Rodney C. Sacks
		Rodney C. Sacks
		Chairman of the Board of Directors and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Hilton Schlosberg, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Monster Beverage Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 9, 2013	/s/ Hilton H. Schlosberg
		Hilton H. Schlosberg
		Vice Chairman of the Board of Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Monster Beverage Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Rodney C. Sacks, Chairman of the Board of Directors and Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 9, 2013	/s/ Rodney C. Sacks
		Rodney C. Sacks
		Chairman of the Board of Directors and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Monster Beverage Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Hilton H. Schlosberg, Vice Chairman of the Board of Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 9, 2013	/s/ Hilton H. Schlosberg
		Hilton H. Schlosberg
		Vice Chairman of the Board of Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary

XML

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

6 Months Ended

Jun. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

10. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Changes in accumulated other comprehensive (loss) income by component, after tax, for the six-months ended June 30, 2013 are as follows:

	Currency Translation Gains (Losses)		Unrealized Gains (Losses) on Available-for- Sale Securities			Total
Balance at December 31, 2012	$	549	$	1,525		$	2,074
Other comprehensive loss before reclassifications	(3,533)		-			(3,533)
Amounts reclassified from accumulated other comprehensive (loss) income	-		(1,525)		1	(1,525)
Net current-period other comprehensive loss	(3,533)		(1,525)			(5,058)
Balance at June 30, 2013	$	(2,984)	$	-		$	(2,984)

1 Included in other (expense) income.

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EARNINGS PER SHARE (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Weighted-average shares outstanding:
Basic	166,447,000	176,186,000	165,988,000	175,509,000
Dilutive securities	6,903,000	10,098,000	7,004,000	10,324,000
Diluted	173,350,000	186,284,000	172,992,000	185,833,000
Options outstanding excluded from the calculations as their effect would have been antidilutive (in shares)	1,300,000	200,000	1,100,000	200,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NET SALES	$ 630,934	$ 592,640	$ 1,115,158	$ 1,047,245
COST OF SALES	294,672	285,632	526,857	499,068
GROSS PROFIT	336,262	307,008	588,301	548,177
OPERATING EXPENSES	156,835	137,235	301,569	252,118
OPERATING INCOME	179,427	169,773	286,732	296,059
OTHER (EXPENSE) INCOME:
Interest and other (expense) income, net	(3,468)	(27)	(7,940)	(77)
Gain (loss) on investments and put options, net (Note 3)	66	(33)	2,637	363
Total other (expense) income	(3,402)	(60)	(5,303)	286
INCOME BEFORE PROVISION FOR INCOME TAXES	176,025	169,713	281,429	296,345
PROVISION FOR INCOME TAXES	69,152	59,918	111,060	110,450
NET INCOME	$ 106,873	$ 109,795	$ 170,369	$ 185,895
NET INCOME PER COMMON SHARE:
Basic (in dollars per share)	$ 0.64	$ 0.62	$ 1.03	$ 1.06
Diluted (in dollars per share)	$ 0.62	$ 0.59	$ 0.98	$ 1.00
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:
Basic (in shares)	166,447	176,186	165,988	175,509
Diluted (in shares)	173,350	186,284	172,992	185,833

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INVESTMENTS

6 Months Ended

Jun. 30, 2013

INVESTMENTS

INVESTMENTS

3. INVESTMENTS

The following table summarizes the Company’s investments at:

June 30, 2013	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	11,019	$	2	$	-	$	11,021	$	-	$	-
Certificates of deposit	11,515		-		-		11,515		-		-
Municipal securities	119,854		43		-		119,897		-		-
Total	$	142,388	$	45	$	-	142,433		$	-	$	-
Trading
Short-term:
Auction rate securities							5,809
Long-term:
Auction rate securities							11,953
Total							$	160,195
December 31, 2012	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	16,040	$	-	$	-	$	16,040	$	-	$	-
Certificates of deposit	2,201		-		-		2,201		-		-
Municipal securities	77,038		-		11		77,027		11		-
Available-for-sale
Long-term:
Auction rate securities	3,310		2,483		-		5,793		-		-
Total	$	98,589	$	2,483	$	11	101,061		$	11	$	-
Trading
Short-term:
Auction rate securities							1,763
Long-term:
Auction rate securities							15,600
Total							$	118,424

During the three-months ended March 31, 2013, the Company recognized $2.5 million of realized gains on the sale of available-for-sale investments. During the three-months ended June 30, 2013, realized gains or losses recognized on the sale of investments were not significant. During the year ended December 31, 2012, realized gains or losses recognized on the sale of investments were not significant.

The Company recognized a net gain through earnings on its trading securities as follows:

	Three-Months Ended June 30,					Six-Months Ended June 30,
	2013		2012			2013		2012
Gain on transfer from available-for-sale to trading	$	-	$	-		$	-	$	-
Gain on trading securities sold	-		54			-		1,073
Gain (loss) on trading securities held	392		(255		)	399		499
Gain (loss) on trading securites	$	392	$	(201	)	$	399	$	1,572

The Company’s investments at June 30, 2013 and December 31, 2012 in U.S. Treasuries, certificates of deposit and/or municipal securities carried investment grade credit ratings.  All of the Company’s investments at June 30, 2013 in municipal, educational or other public body securities with an auction reset feature (“auction rate securities”) also carried investment grade credit ratings.  A portion of the Company’s investments at December 31, 2012 in auction rate securities carried investment grade credit ratings.

The following table summarizes the underlying contractual maturities of the Company’s investments at:

	June 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year:
U.S. Treasuries	$	11,019	$	11,021	$	16,040	$	16,040
Certificates of deposit	11,515		11,515		2,201		2,201
Municipal securities	119,854		119,897		77,038		77,027
Due 11 - 20 years:
Auction rate securities	11,042		11,042		10,748		10,748
Due 21 - 30 years:
Auction rate securities	6,720		6,720		9,925		12,408
Total	$	160,150	$	160,195	$	115,952	$	118,424

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INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2013

INVESTMENTS

Summary of investments in held-to-maturity, available-for-sale and trading securities

June 30, 2013	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	11,019	$	2	$	-	$	11,021	$	-	$	-
Certificates of deposit	11,515		-		-		11,515		-		-
Municipal securities	119,854		43		-		119,897		-		-
Total	$	142,388	$	45	$	-	142,433		$	-	$	-
Trading
Short-term:
Auction rate securities							5,809
Long-term:
Auction rate securities							11,953
Total							$	160,195
December 31, 2012	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value		Continuous Unrealized Loss Position less than 12 Months		Continuous Unrealized Loss Position greater than 12 Months
Held-to-Maturity
Short-term:
U.S. Treasuries	$	16,040	$	-	$	-	$	16,040	$	-	$	-
Certificates of deposit	2,201		-		-		2,201		-		-
Municipal securities	77,038		-		11		77,027		11		-
Available-for-sale
Long-term:
Auction rate securities	3,310		2,483		-		5,793		-		-
Total	$	98,589	$	2,483	$	11	101,061		$	11	$	-
Trading
Short-term:
Auction rate securities							1,763
Long-term:
Auction rate securities							15,600
Total							$	118,424

Schedule of net gain recognized through earnings on trading securities

	Three-Months Ended June 30,					Six-Months Ended June 30,
	2013		2012			2013		2012
Gain on transfer from available-for-sale to trading	$	-	$	-		$	-	$	-
Gain on trading securities sold	-		54			-		1,073
Gain (loss) on trading securities held	392		(255		)	399		499
Gain (loss) on trading securites	$	392	$	(201	)	$	399	$	1,572

Summarizes the underlying contractual maturities of the Company's investments

	June 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year:
U.S. Treasuries	$	11,019	$	11,021	$	16,040	$	16,040
Certificates of deposit	11,515		11,515		2,201		2,201
Municipal securities	119,854		119,897		77,038		77,027
Due 11 - 20 years:
Auction rate securities	11,042		11,042		10,748		10,748
Due 21 - 30 years:
Auction rate securities	6,720		6,720		9,925		12,408
Total	$	160,150	$	160,195	$	115,952	$	118,424

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RELATED PARTY TRANSACTIONS (Details) (Directors and Officers that provide promotional materials, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 item	Jun. 30, 2012
Directors and Officers that provide promotional materials
Related party transactions
Number of directors and officers who are principal owners of a company that provides promotional materials			2
Expenses incurred in connection with materials or services provided by a related party	$ 0.2	$ 0.1	$ 0.4	$ 0.2

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TREASURY STOCK PURCHASE

6 Months Ended

Jun. 30, 2013

TREASURY STOCK PURCHASE

TREASURY STOCK PURCHASE

11. TREASURY STOCK PURCHASE

On November 13, 2012, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $250.0 million of the Company’s outstanding common stock (the “November 2012 Repurchase Plan”). During the six-months ended June 30, 2013, the Company purchased 0.257 million shares of common stock at an average purchase price of $51.99 per share for a total amount of $13.4 million (excluding broker commissions), which exhausted the availability under the November 2012 Repurchase Plan.

On April 7, 2013, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “April 2013 Repurchase Plan”).  As of August 9, 2013, no shares have been purchased under the April 2013 Repurchase Plan.

During the three-months ended June 30, 2013, 612 shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $0.03 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs, including the April 2013 Repurchase Plan.

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ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Changes in accumulated other comprehensive (loss) income by component, after tax
Balance at the beginning of the period	$ 2,074
Other comprehensive loss before reclassifications	(3,533)
Amounts reclassified from accumulated other comprehensive (loss) income	(1,525)
Net current-period other comprehensive loss	(5,058)
Balance at the end of the period	(2,984)
Currency Translation Gains (Losses)
Changes in accumulated other comprehensive (loss) income by component, after tax
Balance at the beginning of the period	549
Other comprehensive loss before reclassifications	(3,533)
Net current-period other comprehensive loss	(3,533)
Balance at the end of the period	(2,984)
Unrealized Gains (Losses) on Available-for-Sale Securities
Changes in accumulated other comprehensive (loss) income by component, after tax
Balance at the beginning of the period	1,525
Amounts reclassified from accumulated other comprehensive (loss) income	(1,525)
Net current-period other comprehensive loss	$ (1,525)

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FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Fair value amounts included in the carrying value of
Cash and cash equivalents	$ 283,839	$ 222,514	$ 419,167	$ 359,331
Short-term investments	148,197	97,042
Investments	11,953	21,393
Asset transfers between Level 1 and Level 2 measurements	0	0
Level 1
Fair value amounts included in the carrying value of
Cash and cash equivalents	262,866	211,087
Total	262,866	211,087
Level 2
Fair value amounts included in the carrying value of
Cash and cash equivalents	20,973	11,427
Short-term investments	142,388	95,279
Total	163,361	106,706
Level 3
Fair value amounts included in the carrying value of
Short-term investments	5,809	1,763
Investments	11,953	21,393
Prepaid expenses and other current assets	660	225
Other assets	1,026	1,704
Total	19,448	25,085
Total fair value
Fair value amounts included in the carrying value of
Cash and cash equivalents	283,839	222,514
Short-term investments	148,197	97,042
Investments	11,953	21,393
Prepaid expenses and other current assets	660	225
Other assets	1,026	1,704
Total	$ 445,675	$ 342,878

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PROPERTY AND EQUIPMENT, Net (Tables)

6 Months Ended

Jun. 30, 2013

PROPERTY AND EQUIPMENT, Net

Schedule of property and equipment

	June 30, 2013			December 31, 2012
Land	$	5,382		$	5,382
Leasehold improvements	2,300			2,300
Furniture and fixtures	3,738			2,087
Office and computer equipment	12,000			8,981
Computer software	1,105			1,135
Equipment	57,308			48,427
Buildings	28,490			21,998
Vehicles	28,545			26,037
	138,868			116,347
Less: accumulated depreciation and amortization	(55,339		)	(47,210		)
	$	83,529		$	69,137

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2013

INVENTORIES

Schedule of inventories

`

	June 30, 2013		December 31, 2012
Raw materials	$	77,152	$	65,010
Finished goods	156,397		138,096
	$	233,549	$	203,106

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended		6 Months Ended
	Oct. 31, 2012 sqft item	Mar. 31, 2012 sqft item	Jun. 30, 2013
Commitments and Contingencies
Aggregate operating lease commitments			$ 17.5
Purchase price of property acquired	18.8	9.7
Contractual obligations
Commitments and Contingencies
Aggregate contractual obligations			84.4
Office building, including the real property
Commitments and Contingencies
Area of property acquired	141,000	75,425
Number of stories of office building	6	3
Loss on sale of property			0.03
Raw material items
Commitments and Contingencies
Purchase Commitments			$ 49.4
Period over which obligations will be paid			1 year

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INVESTMENTS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Held to Maturity and Available-for-sale
Held to maturity and available-for-sale securities, Amortized Cost	$ 142,388	$ 98,589
Held to maturity and available-for-sale securities, Gross Unrealized Holding Gains	45	2,483
Held to maturity and available-for-sale securities, Gross Unrealized Holding Losses		11
Held to maturity and available-for-sale securities, Fair Value	142,433	101,061
Held to maturity and available-for-sale securities, Continuous Unrealized Loss Position less than 12 Months		11
Held to Maturity, Available-for-sale, and Trading
Total Fair Value	160,195	118,424
Short-term | U.S. Treasuries
Held-to-Maturity
Amortized Cost	11,019	16,040
Gross Unrealized Holding Gains	2
Fair Value	11,021	16,040
Short-term | Certificates of deposit
Held-to-Maturity
Amortized Cost	11,515	2,201
Fair Value	11,515	2,201
Short-term | Municipal securities
Held-to-Maturity
Amortized Cost	119,854	77,038
Gross Unrealized Holding Gains	43
Gross Unrealized Holding Losses		11
Fair Value	119,897	77,027
Continuous Unrealized Loss Position less than 12 Months		11
Short-term | Auction rate securities
Trading
Fair Value	5,809	1,763
Long-term | Auction rate securities
Available-for-sale
Amortized Cost		3,310
Gross Unrealized Holding Gains		2,483
Fair Value		5,793
Trading
Fair Value	$ 11,953	$ 15,600

XML

FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 4) (USD $)	3 Months Ended		6 Months Ended				6 Months Ended	12 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 Auction rate securities	Jun. 30, 2013 2011 ARS Agreement	Dec. 31, 2012 2011 ARS Agreement	Dec. 31, 2011 2011 ARS Agreement	Jun. 30, 2011 2011 ARS Agreement	Jun. 30, 2013 2011 ARS Agreement Subsequent event	Mar. 31, 2010 2010 ARS Agreement	Jun. 30, 2013 2011 Put Option	Oct. 02, 2013 2011 Put Option Maximum	Jul. 02, 2013 2011 Put Option Maximum	Mar. 31, 2012 2010 Put Option
ARS Agreement
Face value of investments						$ 19,500,000
Amortized Cost	160,150,000		160,150,000		115,952,000	17,800,000
Trading auction rate securities, in short-term and long-term investments						17,800,000
Impairment of investments, trading securities						1,700,000
Amount of securities of par value										24,500,000		54,200,000		1,000,000	1,000,000
Redemption of investment securities at par through normal market channels							0	1,300,000	3,700,000		1,000,000
Fair market value of investments													1,700,000
Redemption of investment securities through the exercise of the put option																15,700,000
Resulted (loss) gain on revaluation of investment securities included in other (expense) income	$ 100,000	$ (30,000)	$ 2,600,000	$ 400,000

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TREASURY STOCK PURCHASE (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	0 Months Ended	6 Months Ended	0 Months Ended
	Jun. 30, 2013	Nov. 13, 2012 November 2012 Repurchase Plan	Jun. 30, 2013 November 2012 Repurchase Plan	Aug. 09, 2013 April 2013 Repurchase Plan	Apr. 07, 2013 April 2013 Repurchase Plan
TREASURY STOCK PURCHASE
Maximum amount of common stock the board of directors authorized to repurchase		$ 250.0			$ 200.0
Common stock repurchased (in shares)	612		257,000	0
Average purchase price (in dollars per share)			$ 51.99
Common stock repurchased	$ 0.03		$ 13.40

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2013

INCOME TAXES

Schedule of roll-forward of the total gross unrecognized tax benefits, not including interest and penalties

	Gross Unrealized Tax Benefits
Balance at December 31, 2012	$	926
Additions for tax positions related to the current year	-
Additions for tax positions related to the prior year	397
Decreases related to settlement with taxing authority	-
Balance at June 30, 2013	$	1,323

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PROPERTY AND EQUIPMENT, Net (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Property and equipment, net
Property and equipment, gross	$ 138,868	$ 116,347
Less: accumulated depreciation and amortization	(55,339)	(47,210)
Property and equipment, net	83,529	69,137
Land
Property and equipment, net
Property and equipment, gross	5,382	5,382
Leasehold improvements
Property and equipment, net
Property and equipment, gross	2,300	2,300
Furniture and fixtures
Property and equipment, net
Property and equipment, gross	3,738	2,087
Office and computer equipment
Property and equipment, net
Property and equipment, gross	12,000	8,981
Computer software
Property and equipment, net
Property and equipment, gross	1,105	1,135
Equipment
Property and equipment, net
Property and equipment, gross	57,308	48,427
Buildings
Property and equipment, net
Property and equipment, gross	28,490	21,998
Vehicles
Property and equipment, net
Property and equipment, gross	$ 28,545	$ 26,037

XML

FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2013

FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

Schedule of financial assets recorded at fair value on a recurring basis

June 30, 2013	Level 1		Level 2		Level 3		Total
Cash	$	89,680	$	-	$	-	$	89,680
Money market funds	173,186		-		-		173,186
U.S. Treasuries	-		11,019		-		11,019
Certificates of deposit	-		11,515		-		11,515
Municipal securities	-		140,827		-		140,827
Auction rate securities	-		-		17,762		17,762
Put option related to auction rate securities	-		-		1,686		1,686
Total	$	262,866	$	163,361	$	19,448	$	445,675
Amounts included in:
Cash and cash equivalents	$	262,866	$	20,973	$	-	$	283,839
Short-term investments	-		142,388		5,809		148,197
Investments	-		-		11,953		11,953
Prepaid expenses and other current assets	-		-		660		660
Other assets	-		-		1,026		1,026
Total	$	262,866	$	163,361	$	19,448	$	445,675
December 31, 2012	Level 1		Level 2		Level 3		Total
Cash	$	147,113	$	-	$	-	$	147,113
Money market funds	63,974		-		-		63,974
U.S. Treasuries	-		24,065		-		24,065
Certificates of deposit	-		5,603		-		5,603
Municipal securities	-		77,038		-		77,038
Auction rate securities	-		-		23,156		23,156
Put option related to auction rate securities	-		-		1,929		1,929
Total	$	211,087	$	106,706	$	25,085	$	342,878
Amounts included in:
Cash and cash equivalents	$	211,087	$	11,427	$	-	$	222,514
Short-term investments	-		95,279		1,763		97,042
Investments	-		-		21,393		21,393
Prepaid expenses and other current assets	-		-		225		225
Other assets	-		-		1,704		1,704
Total	$	211,087	$	106,706	$	25,085	$	342,878

Schedule of quantitative information related to the significant unobservable inputs utilized in Level 3 recurring fair value measurements

The following table presents quantitative information related to the significant unobservable inputs utilized in the Company’s Level 3 recurring fair value measurements as of June 30, 2013.

	Valuation Technique	Unobservable Input	Range (Weighted-Average)
Auction Rate Securities	Discounted cash flow	Maximum rate probability	0.32%-2.00% (1.07%)
		Principal returned probability	76.95%-95.33% (86.49%)
		Default probability	3.97%-22.72% (12.44%)
		Liquidity risk	3.50%-3.50% (3.50%)
		Recovery rate	60-60 (60)
Put Options	Discounted cash flow	Counterparty risk	0.00%-1.26% (1.02%)

Summary of changes in fair value of the Company's Level 3 financial assets

	Three-Months Ended June 30, 2013					Three-Months Ended June 30, 2012
	Auction Rate Securities		Put Options			Auction Rate Securities			Put Options
Opening Balance	$	17,370	$	2,011		$	21,864		$	1,649
Transfers into Level 3	-		-			-			-
Transfers out of Level 3	-		-			-			-
Total gains (losses) for the period:
Included in earnings	392		(325		)	(201		)	167
Included in other comprehensive income	-		-			-			-
Settlements	-		-			(790		)	-
Closing Balance	$	17,762	$	1,686		$	20,873		$	1,816

	Six-Months Ended June 30, 2013						Six-Months Ended June 30, 2012
	Auction Rate Securities			Put Options			Auction Rate Securities			Put Options
Opening Balance	$	23,156		$	1,929		$	35,852		$	3,041
Transfers into Level 3	-			-			-			-
Transfers out of Level 3	-			-			-			-
Total gains (losses) for the period:
Included in earnings	2,881			(243		)	1,586			(1,225		)
Included in other comprehensive income	(2,483		)	-			-			-
Settlements	(5,792		)	-			(16,565		)	-
Closing Balance	$	17,762		$	1,686		$	20,873		$	1,816

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 170,369	$ 185,895
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of trademark	24	24
Depreciation and other amortization	10,313	10,069
Gain on disposal of property and equipment	(216)	(50)
Stock-based compensation	14,392	13,631
Loss on put option	243	1,225
Gain on investments, net	(2,881)	(1,586)
Deferred income taxes	(926)	2,574
Tax benefit from exercise of stock options	(28,883)	(2,922)
Effect on cash of changes in operating assets and liabilities:
Accounts receivable	(104,993)	(87,833)
Distributor receivables	(5,310)	(17)
Inventories	(33,972)	(44,289)
Prepaid expenses and other current assets	(8,523)	640
Prepaid income taxes	(4,118)	(2,444)
Accounts payable	16,877	45,058
Accrued liabilities	15,987	25,260
Accrued promotional allowances	22,188	(24,609)
Accrued distributor terminations	3,464	(77)
Accrued compensation	(4,122)	(2,509)
Income taxes payable	33,019	(5,029)
Deferred revenue	6,788	(2,942)
Net cash provided by operating activities	99,720	110,069
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of held-to-maturity investments	107,416	316,474
Sales of available-for-sale investments		33,391
Sales of trading investments		16,540
Purchases of held-to-maturity investments	(154,525)	(397,278)
Purchases of available-for-sale investments		(5,002)
Purchases of property and equipment	(22,497)	(19,880)
Proceeds from sale of property and equipment	8,665	226
Additions to intangibles	(5,101)	(2,503)
(Increase) decrease in other assets	(4,538)	485
Net cash used in investing activities	(70,580)	(57,547)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(794)	(1,091)
Tax benefit from exercise of stock options	28,883	2,922
Issuance of common stock	16,288	6,437
Purchases of common stock held in treasury	(13,396)
Net cash provided by financing activities	30,981	8,268
Effect of exchange rate changes on cash and cash equivalents	1,204	(954)
NET INCREASE IN CASH AND CASH EQUIVALENTS	61,325	59,836
CASH AND CASH EQUIVALENTS, beginning of period	222,514	359,331
CASH AND CASH EQUIVALENTS, end of period	283,839	419,167
Cash paid during the period for:
Interest	19	28
Income taxes	$ 82,720	$ 115,311

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2013

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

Reference is made to the Notes to Consolidated Financial Statements, in Monster Beverage Corporation and Subsidiaries (the “Company” or, in reference to the Company’s former name, “Hansen Natural Corporation”) Annual Report on Form 10-K for the year ended December 31, 2012 (“Form 10-K”) for a summary of significant accounting policies utilized by the Company and its consolidated subsidiaries and other disclosures, which should be read in conjunction with this Quarterly Report on Form 10-Q (“Form 10-Q”).

The Company’s condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) rules and regulations applicable to interim financial reporting.  They do not include all the information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP.  The information set forth in these interim condensed consolidated financial statements for the three- and six-months ended June 30, 2013 and 2012 is unaudited and reflects all adjustments, which include only normal recurring adjustments and which in the opinion of management are necessary to make the interim condensed consolidated financial statements not misleading.  Results of operations for periods covered by this report may not necessarily be indicative of results of operations for the full year.

The preparation of financial statements in conformity with GAAP necessarily requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates.

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FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

6 Months Ended

Jun. 30, 2013

FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

4. FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

Accounting Standards Codification (“ASC”) 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below.

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

ASC 820 requires the use of observable market inputs (quoted market prices) when measuring fair value and requires a Level 1 quoted price to be used to measure fair value whenever possible.

The following tables present the Company’s held-to-maturity investments at amortized cost as well as the fair value of the Company’s financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy at:

June 30, 2013	Level 1		Level 2		Level 3		Total
Cash	$	89,680	$	-	$	-	$	89,680
Money market funds	173,186		-		-		173,186
U.S. Treasuries	-		11,019		-		11,019
Certificates of deposit	-		11,515		-		11,515
Municipal securities	-		140,827		-		140,827
Auction rate securities	-		-		17,762		17,762
Put option related to auction rate securities	-		-		1,686		1,686
Total	$	262,866	$	163,361	$	19,448	$	445,675
Amounts included in:
Cash and cash equivalents	$	262,866	$	20,973	$	-	$	283,839
Short-term investments	-		142,388		5,809		148,197
Investments	-		-		11,953		11,953
Prepaid expenses and other current assets	-		-		660		660
Other assets	-		-		1,026		1,026
Total	$	262,866	$	163,361	$	19,448	$	445,675
December 31, 2012	Level 1		Level 2		Level 3		Total
Cash	$	147,113	$	-	$	-	$	147,113
Money market funds	63,974		-		-		63,974
U.S. Treasuries	-		24,065		-		24,065
Certificates of deposit	-		5,603		-		5,603
Municipal securities	-		77,038		-		77,038
Auction rate securities	-		-		23,156		23,156
Put option related to auction rate securities	-		-		1,929		1,929
Total	$	211,087	$	106,706	$	25,085	$	342,878
Amounts included in:
Cash and cash equivalents	$	211,087	$	11,427	$	-	$	222,514
Short-term investments	-		95,279		1,763		97,042
Investments	-		-		21,393		21,393
Prepaid expenses and other current assets	-		-		225		225
Other assets	-		-		1,704		1,704
Total	$	211,087	$	106,706	$	25,085	$	342,878

The majority of the Company’s short-term investments are classified within Level 1 or Level 2 of the fair value hierarchy.  The Company’s valuation of its Level 1 investments, which include money market funds, is based on quoted market prices in active markets for identical securities. The Company’s valuation of its Level 2 investments, which include U.S. Treasuries, certificates of deposit and municipal securities, is based on other observable inputs, specifically a market approach which utilizes valuation models, pricing systems, mathematical tools and other relevant information for the same or similar securities. There were no transfers between Level 1 and Level 2 measurements during the six-months ended June 30, 2013 or the year ended December 31, 2012, and there were no changes in the Company’s valuation techniques.

The Company’s Level 3 assets are comprised of auction rate securities and put options. The Company’s Level 3 valuation utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, as well as expected holding periods for the auction rate securities. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve. A significant change in any single input could have a significant valuation impact; however, no single input has a more significant impact on valuation than another. There were no changes in the Company’s valuation techniques of its Level 3 assets during the six-months ended June 30, 2013.

The following table presents quantitative information related to the significant unobservable inputs utilized in the Company’s Level 3 recurring fair value measurements as of June 30, 2013.

	Valuation Technique	Unobservable Input	Range (Weighted-Average)
Auction Rate Securities	Discounted cash flow	Maximum rate probability	0.32%-2.00% (1.07%)
		Principal returned probability	76.95%-95.33% (86.49%)
		Default probability	3.97%-22.72% (12.44%)
		Liquidity risk	3.50%-3.50% (3.50%)
		Recovery rate	60-60 (60)
Put Options	Discounted cash flow	Counterparty risk	0.00%-1.26% (1.02%)

At June 30, 2013, the Company held auction rate securities with a face value of $19.5 million (amortized cost basis of $17.8 million). A Level 3 valuation was performed on the Company’s auction rate securities as of June 30, 2013 resulting in a fair value of $17.8 million for the Company’s trading auction rate securities (after a $1.7 million impairment), which are included in short-term and long-term investments.

In June 2011, the Company entered into an agreement (the “2011 ARS Agreement”), related to $24.5 million of par value auction rate securities (the “2011 ARS Securities”).  Under the 2011 ARS Agreement, the Company has the right to sell the 2011 ARS Securities including all accrued but unpaid interest thereon (the “2011 Put Option”) as follows: (i) on or after July 1, 2013, up to $1.0 million aggregate par value; (ii) on or after October 1, 2013, up to an additional $1.0 million aggregate par value; and (iii) in quarterly installments thereafter based on a formula of the then outstanding 2011 ARS Securities, as adjusted for normal market redemptions, with full sale rights available on or after April 1, 2016. The 2011 ARS Securities will continue to accrue interest until redeemed through the 2011 Put Option, or as determined by the auction process, or should the auction process fail, the terms outlined in the prospectus of the respective 2011 ARS Securities. Under the 2011 ARS Agreement, the Company has the obligation, should it receive written notification from the put issuer, to sell the 2011 ARS Securities at par plus all accrued but unpaid interest. During the six-months ended June 30, 2013, no 2011 ARS Securities were redeemed through normal market channels ($1.3 million and $3.7 million of par value 2011 ARS Securities were redeemed at par through normal market channels during the years ended December 31, 2012 and 2011, respectively). Subsequent to June 30, 2013, $1.0 million of par value 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option. The 2011 Put Option does not meet the definition of derivative instruments under ASC 815.  Therefore, the Company elected the fair value option under ASC 825-10 in accounting for the 2011 Put Option. As of June 30, 2013, the Company recorded $1.7 million as the fair market value of the 2011 Put Option, included in prepaid expenses and other current assets, as well as in other assets, in the condensed consolidated balance sheet.

In March 2010, the Company entered into an agreement (the “2010 ARS Agreement”), related to $54.2 million of par value auction rate securities (the “2010 ARS Securities”).  Under the 2010 ARS Agreement, the Company had the right, but not the obligation, to sell the 2010 ARS Securities including all accrued but unpaid interest thereon (the “2010 Put Option”), under various terms. During the three-months ended March 31, 2012, the remaining $15.7 million of par value 2010 ARS Securities were redeemed at par through the exercise of the 2010 Put Option, which exhausted the Company’s rights under the 2010 ARS Agreement.

The net effect of (i) the revaluation of the 2011 Put Option as of June 30, 2013; (ii) the revaluation of the Company’s trading auction rate securities as of June 30, 2013; and (iii) a recognized gain resulting from the redemption of previously other-than-temporary impaired securities; resulted in a gain of $0.1 million and $2.6 million, which is included in other (expense) income for the three- and six-months ended June 30, 2013, respectively. The net effect of (i) the revaluation of the 2011 Put Option and the 2010 Put Option as of June 30, 2012; (ii) the revaluation of the Company’s trading auction rate securities as of June 30, 2012; (iii) the redemption at par of certain 2011 ARS Securities; (iv) the redemption at par of certain 2010 ARS Securities, including those redeemed at par through the exercise of the 2010 Put Option; and (v) a recognized gain resulting from the redemption at par of a previously other-than-temporary impaired security; resulted in a (loss) gain of ($0.03) million and $0.4 million, which is included in other (expense) income for the three- and six-months ended June 30, 2012, respectively.

The following table provides a summary reconciliation of the Company’s financial assets that are recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three-Months Ended June 30, 2013					Three-Months Ended June 30, 2012
	Auction Rate Securities		Put Options			Auction Rate Securities			Put Options
Opening Balance	$	17,370	$	2,011		$	21,864		$	1,649
Transfers into Level 3	-		-			-			-
Transfers out of Level 3	-		-			-			-
Total gains (losses) for the period:
Included in earnings	392		(325		)	(201		)	167
Included in other comprehensive income	-		-			-			-
Settlements	-		-			(790		)	-
Closing Balance	$	17,762	$	1,686		$	20,873		$	1,816

	Six-Months Ended June 30, 2013						Six-Months Ended June 30, 2012
	Auction Rate Securities			Put Options			Auction Rate Securities			Put Options
Opening Balance	$	23,156		$	1,929		$	35,852		$	3,041
Transfers into Level 3	-			-			-			-
Transfers out of Level 3	-			-			-			-
Total gains (losses) for the period:
Included in earnings	2,881			(243		)	1,586			(1,225		)
Included in other comprehensive income	(2,483		)	-			-			-
Settlements	(5,792		)	-			(16,565		)	-
Closing Balance	$	17,762		$	1,686		$	20,873		$	1,816

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2013

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in ASU No. 2013-11 are not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.  ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The guidance became effective for the Company on January 1, 2013. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial position, results of operations or liquidity.

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FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Auction rate securities
Fair value of level 3 financial assets, roll forward
Balance at the beginning of the period	$ 17,370	$ 21,864	$ 23,156	$ 35,852
Total gains (losses) for the period: Included in earnings	392	(201)	2,881	1,586
Total gains (losses) for the period: Included in other comprehensive income			(2,483)
Settlements		(790)	(5,792)	(16,565)
Balance at the end of the period	17,762	20,873	17,762	20,873
Put Options
Fair value of level 3 financial assets, roll forward
Balance at the beginning of the period	2,011	1,649	1,929	3,041
Total gains (losses) for the period: Included in earnings	(325)	167	(243)	(1,225)
Balance at the end of the period	$ 1,686	$ 1,816	$ 1,686	$ 1,816

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INTANGIBLES, Net (Tables)

6 Months Ended

Jun. 30, 2013

INTANGIBLES, Net

Schedule of intangibles

	June 30, 2013			December 31, 2012
Amortizing intangibles	$	1,061		$	1,061
Accumulated amortization	(577		)	(553		)
	484			508
Non-amortizing intangibles	59,241			54,140
	$	59,725		$	54,648

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2013

EARNINGS PER SHARE

Schedule of reconciliation of the weighted average shares used in the basic and diluted earnings per common share computations

	Three-Months Ended		Six-Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Weighted-average shares outstanding:
Basic	166,447	176,186	165,988	175,509
Dilutive securities	6,903	10,098	7,004	10,324
Diluted	173,350	186,284	172,992	185,833

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FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Level 1
Fair value of certain assets
Cash	$ 89,680	$ 147,113
Assets measured at fair value	262,866	211,087
Level 1 | Money market funds
Fair value of certain assets
Assets measured at fair value	173,186	63,974
Level 2
Fair value of certain assets
Assets measured at fair value	163,361	106,706
Level 2 | U.S. Treasuries
Fair value of certain assets
Assets measured at fair value	11,019	24,065
Level 2 | Certificates of deposit
Fair value of certain assets
Assets measured at fair value	11,515	5,603
Level 2 | Municipal securities
Fair value of certain assets
Assets measured at fair value	140,827	77,038
Level 3
Fair value of certain assets
Assets measured at fair value	19,448	25,085
Level 3 | Auction rate securities
Fair value of certain assets
Assets measured at fair value	17,762	23,156
Level 3 | Put option related to auction rate securities
Fair value of certain assets
Assets measured at fair value	1,686	1,929
Total fair value
Fair value of certain assets
Cash	89,680	147,113
Assets measured at fair value	445,675	342,878
Total fair value | Money market funds
Fair value of certain assets
Assets measured at fair value	173,186	63,974
Total fair value | U.S. Treasuries
Fair value of certain assets
Assets measured at fair value	11,019	24,065
Total fair value | Certificates of deposit
Fair value of certain assets
Assets measured at fair value	11,515	5,603
Total fair value | Municipal securities
Fair value of certain assets
Assets measured at fair value	140,827	77,038
Total fair value | Auction rate securities
Fair value of certain assets
Assets measured at fair value	17,762	23,156
Total fair value | Put option related to auction rate securities
Fair value of certain assets
Assets measured at fair value	$ 1,686	$ 1,929

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SEGMENT INFORMATION (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment information
Net sales	$ 630,934,000	$ 592,640,000	$ 1,115,158,000	$ 1,047,245,000
Energy drinks
Segment information
Net sales	582,899,000	550,561,000	1,028,925,000	969,473,000
Non-carbonated (primarily juice based beverages and Peace Tea iced teas)
Segment information
Net sales	36,166,000	30,031,000	64,138,000	54,284,000
Carbonated (primarily soda beverages)
Segment information
Net sales	8,264,000	8,765,000	14,665,000	16,426,000
Other
Segment information
Net sales	3,605,000	3,283,000	7,430,000	7,062,000
Coca-Cola Refreshments ("CCR")
Segment information
Customer accounted net sales (as percent)	29.00%	28.00%	30.00%	29.00%
Coca-Cola Enterprises, Inc. ("CCE")
Segment information
Net sales to customers outside the United States	$ 127,600,000	$ 124,400,000	$ 233,900,000	$ 203,500,000

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STOCK-BASED COMPENSATION (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Stock-based compensation
Stock-based compensation plans				2
Compensation expense on share-based plans	$ 7,400,000		$ 7,100,000	$ 14,400,000	$ 13,600,000
Stock options
Stock-based compensation
Excess tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options	28,700,000		2,400,000	28,900,000	2,900,000
Weighted-average assumptions used to estimate the fair value of options granted
Dividend yield (as a percent)	0.00%		0.00%	0.00%	0.00%
Expected volatility (as a percent)	48.10%		47.60%	47.90%	48.10%
Risk-free interest rate (as a percent)	1.00%		0.90%	0.90%	0.90%
Expected term	6 years 1 month 6 days		5 years 4 months 24 days	5 years 8 months 12 days	5 years 6 months
Stock Options, Number of Shares
Balance at the beginning of the period (in shares)		14,000		14,000
Granted (in shares)	450	636
Exercised (in shares)				(1,818)
Cancelled or forfeited (in shares)				(155)
Balance at the end of the period (in shares)	13,113			13,113		14,000
Vested and expected to vest in the future at the end of the period (in shares)	12,698			12,698
Exercisable at the end of the period (in shares)	10,039			10,039
Stock options, Weighted-Average Exercise Price Per Share
Balance at the beginning of the period (in dollars per share)		$ 12.12		$ 12.12
Granted (in dollars per share)	$ 54.00	$ 47.36
Exercised (in dollars per share)				$ 8.96
Cancelled or forfeited (in dollars per share)				$ 27.10
Balance at the end of the period (in dollars per share)	$ 15.53			$ 15.53		$ 12.12
Vested and expected to vest in the future at the end of the period (in dollars per share)	$ 14.63			$ 14.63
Exercisable at the end of the period (in dollars per share)	$ 9.04			$ 9.04
Weighted-Average Remaining Contractual Term
Balance at the beginning of the period				4 years 2 months 12 days		4 years 1 month 6 days
Balance at the end of the period				4 years 2 months 12 days		4 years 1 month 6 days
Vested and expected to vest in the future at the end of the period				4 years 1 month 6 days
Exercisable at the end of the period				3 years
Aggregate Intrinsic Value
Balance at the beginning of the period		572,530,000		572,530,000
Balance at the end of the period	594,437,000			594,437,000		572,530,000
Vested and expected to vest in the future at the end of the period	586,995,000			586,995,000
Exercisable at the end of the period	$ 519,980,000			$ 519,980,000

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DISTRIBUTION AGREEMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
DISTRIBUTION AGREEMENTS
Amount recorded from distribution agreement	$ 9.7		$ 9.7
Distribution agreement, revenue recognition period			20 years
Revenue recognized	2.0	1.9	4.4	4.4
Termination costs of prior distributors	2.0	0.6	10.3	0.6
Accrued distributor terminations	$ 4.3		$ 4.3		$ 0.9

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.005	$ 0.005
Common stock, shares authorized	240,000	240,000
Common stock, shares issued	205,605	203,759
Common stock, shares outstanding	167,365	165,776
Common stock in treasury, shares	38,240	37,983

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INTANGIBLES, Net

6 Months Ended

Jun. 30, 2013

INTANGIBLES, Net

INTANGIBLES, Net

7. INTANGIBLES, Net

Intangibles consist of the following at:

	June 30, 2013			December 31, 2012
Amortizing intangibles	$	1,061		$	1,061
Accumulated amortization	(577		)	(553		)
	484			508
Non-amortizing intangibles	59,241			54,140
	$	59,725		$	54,648

All amortizing intangibles have been assigned an estimated useful life and such intangibles are amortized on a straight-line basis over the number of years that approximate their respective useful lives ranging from one to 25 years (weighted-average life of 20 years).  Amortization expense was $0.01 million for both the three-months ended June 30, 2013 and June 30, 2012. Amortization expense was $0.02 million for both the six-months ended June 30, 2013 and June 30, 2012.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income, as reported	$ 106,873	$ 109,795	$ 170,369	$ 185,895
Other comprehensive loss:
Change in foreign currency translation	(2,441)	(2,728)	(3,533)	(273)
Available-for-sale investments:
Reclassification adjustment for net gains included in net income			(1,525)
Net change in available-for-sale investments			(1,525)
Other comprehensive loss	(2,441)	(2,728)	(5,058)	(273)
Comprehensive income	$ 104,432	$ 107,067	$ 165,311	$ 185,622

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 283,839	$ 222,514
Short-term investments	148,197	97,042
Accounts receivable, net	342,221	236,044
Distributor receivables	5,976	666
Inventories	233,549	203,106
Prepaid expenses and other current assets	25,353	24,983
Prepaid income taxes	37,709	33,709
Deferred income taxes	16,978	17,004
Total current assets	1,093,822	835,068
INVESTMENTS	11,953	21,393
PROPERTY AND EQUIPMENT, net	83,529	69,137
DEFERRED INCOME TAXES	61,406	59,503
INTANGIBLES, net	59,725	54,648
OTHER ASSETS	7,407	3,576
Total Assets	1,317,842	1,043,325
CURRENT LIABILITIES:
Accounts payable	144,365	127,330
Accrued liabilities	57,781	38,916
Accrued promotional allowances	111,584	91,208
Deferred revenue	14,211	12,695
Accrued compensation	8,675	12,926
Income taxes payable	9,558	5,470
Total current liabilities	346,174	288,545
DEFERRED REVENUE	115,647	110,383
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' EQUITY:
Common stock - $0.005 par value; 240,000 shares authorized; 205,605 shares issued and 167,365 outstanding as of June 30, 2013; 203,759 shares issued and 165,776 outstanding as of December 31, 2012	1,028	1,019
Additional paid-in capital	347,653	287,953
Retained earnings	1,679,033	1,508,664
Accumulated other comprehensive (loss) income	(2,984)	2,074
Common stock in treasury, at cost; 38,240 and 37,983 shares as of June 30, 2013 and December 31, 2012, respectively	(1,168,709)	(1,155,313)
Total stockholders' equity	856,021	644,397
Total Liabilities and Stockholders' Equity	$ 1,317,842	$ 1,043,325

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STOCK-BASED COMPENSATION (Details 2) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Stock options
Stock-based compensation
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 25.16		$ 28.88	$ 22.44	$ 26.68
Total intrinsic value of options exercised	$ 81.0		$ 12.3	$ 84.2	$ 119.7
Cash received from option exercises	13.9		3.7	16.3	6.4
Total unrecognized compensation expense related to non-vested shares granted to employees	46.9			46.9
Cost expected to be recognized over a weighted-average period				2 years 10 months 24 days
Stock units and stock awards expected to vest (in shares)	12,698			12,698
Restricted stock units
Stock-based compensation
Total unrecognized compensation expense related to non-vested shares granted to employees	$ 19.2			$ 19.2
Cost expected to be recognized over a weighted-average period				2 years 1 month 6 days
Stock units and stock awards expected to vest (in shares)	600			600
Number of Shares
Non-vested at the beginning of the period (in shares)		637		637
Granted (in shares)	15	8
Vested (in shares)				(46)
Forfeited/cancelled (in shares)				(6)
Non-vested at the end of the period (in shares)	608			608
Weighted Average Grant-Date Fair Value
Non-vested at the beginning of the period (in dollars per share)		$ 46.97		$ 46.97
Granted (in dollars per share)	$ 54.64	$ 50.89	$ 69.98	$ 53.25	$ 62.47
Vested (in dollars per share)				$ 51.96
Forfeited/cancelled (in dollars per share)				$ 60.11
Non-vested at the end of the period (in dollars per share)	$ 46.69			$ 46.69

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ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

6 Months Ended

Jun. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Changes in accumulated other comprehensive (loss) income by component, after tax

	Currency Translation Gains (Losses)		Unrealized Gains (Losses) on Available-for- Sale Securities			Total
Balance at December 31, 2012	$	549	$	1,525		$	2,074
Other comprehensive loss before reclassifications	(3,533)		-			(3,533)
Amounts reclassified from accumulated other comprehensive (loss) income	-		(1,525)		1	(1,525)
Net current-period other comprehensive loss	(3,533)		(1,525)			(5,058)
Balance at June 30, 2013	$	(2,984)	$	-		$	(2,984)

1 Included in other (expense) income.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2013

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

16. RELATED PARTY TRANSACTIONS

Two directors and officers of the Company and their families are principal owners of a company that provides promotional materials to the Company. Expenses incurred with such company in connection with promotional materials purchased during the three-months ended June 30, 2013 and 2012 were $0.2 million and $0.1 million, respectively. Expenses incurred with such company in connection with promotional materials purchased during the six-months ended June 30, 2013 and 2012 were $0.4 million and $0.2 million, respectively.

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INTANGIBLES, Net (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Intangibles, Net
Amortizing intangibles, gross	$ 1,061,000		$ 1,061,000		$ 1,061,000
Accumulated amortization	(577,000)		(577,000)		(553,000)
Amortizing intangibles, net	484,000		484,000		508,000
Non-amortizing intangibles	59,241,000		59,241,000		54,140,000
Intangible, net	59,725,000		59,725,000		54,648,000
Weighted-average useful life			20 years
Amortization expense	$ 10,000	$ 10,000	$ 20,000	$ 20,000
Minimum
Intangibles, Net
Weighted-average useful life			1 year
Maximum
Intangibles, Net
Weighted-average useful life			25 years

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SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 item	Jun. 30, 2012
SEGMENT INFORMATION
Number of reportable segments			2
Segment information
Net sales	$ 630,934,000	$ 592,640,000	$ 1,115,158,000	$ 1,047,245,000
Contribution margin	216,148,000	197,391,000	355,502,000	348,641,000
Corporate and unallocated expenses	(36,721,000)	(27,618,000)	(68,770,000)	(52,582,000)
Operating income	179,427,000	169,773,000	286,732,000	296,059,000
Other income (expense)	(3,402,000)	(60,000)	(5,303,000)	286,000
Income before provision for income taxes	176,025,000	169,713,000	281,429,000	296,345,000
Depreciation and amortization	(5,265,000)	(5,113,000)	(10,313,000)	(10,069,000)
Trademark amortization	(12,000)	(12,000)	(24,000)	(24,000)
Stock-based compensation expense	7,400,000	7,100,000	14,400,000	13,600,000
Direct Store Delivery ("DSD")
Segment information
Net sales	600,992,000	568,026,000	1,061,168,000	999,208,000
Contribution margin	215,018,000	195,770,000	353,991,000	344,862,000
Other income (expense)	99,000	167,000	288,000	267,000
Depreciation and amortization	(4,598,000)	(3,910,000)	(9,019,000)	(7,693,000)
Warehouse ("Warehouse")
Segment information
Net sales	29,942,000	24,614,000	53,990,000	48,037,000
Contribution margin	1,130,000	1,621,000	1,511,000	3,779,000
Depreciation and amortization	(53,000)	(27,000)	(101,000)	(55,000)
Trademark amortization	(11,000)	(11,000)	(22,000)	(22,000)
Corporate and Unallocated
Segment information
Corporate and unallocated expenses	(36,721,000)	(27,618,000)	(68,770,000)	(52,582,000)
Other income (expense)	(3,501,000)	(227,000)	(5,591,000)	19,000
Depreciation and amortization	(614,000)	(1,176,000)	(1,193,000)	(2,321,000)
Trademark amortization	(1,000)	(1,000)	(2,000)	(2,000)
Payroll cost	21,400,000	17,900,000	40,800,000	35,500,000
Stock-based compensation expense	7,400,000	7,100,000	14,400,000	13,600,000
Professional service expenses	9,300,000	4,400,000	16,900,000	7,100,000
Other operating expenses	$ 6,000,000	$ 5,300,000	$ 11,100,000	$ 10,000,000

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FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 3) (Discounted cash flow, Level 3, Assets at fair value on recurring basis)	6 Months Ended
	Jun. 30, 2013
Auction Rate Securities | Minimum
Quantitative information related to the significant unobservable inputs
Maximum rate probability (as a percent)	0.32%
Principal returned probability (as a percent)	76.95%
Default probability (as a percent)	3.97%
Liquidity risk (as a percent)	3.50%
Recovery rate (as a percent)	60.00%
Auction Rate Securities | Maximum
Quantitative information related to the significant unobservable inputs
Maximum rate probability (as a percent)	2.00%
Principal returned probability (as a percent)	95.33%
Default probability (as a percent)	22.72%
Liquidity risk (as a percent)	3.50%
Recovery rate (as a percent)	60.00%
Auction Rate Securities | Weighted Average
Quantitative information related to the significant unobservable inputs
Maximum rate probability (as a percent)	1.07%
Principal returned probability (as a percent)	86.49%
Default probability (as a percent)	12.44%
Liquidity risk (as a percent)	3.50%
Recovery rate (as a percent)	60.00%
Put Options | Minimum
Quantitative information related to the significant unobservable inputs
Counterparty risk (as a percent)	0.00%
Put Options | Maximum
Quantitative information related to the significant unobservable inputs
Counterparty risk (as a percent)	1.26%
Put Options | Weighted Average
Quantitative information related to the significant unobservable inputs
Counterparty risk (as a percent)	1.02%

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INVESTMENTS (Details 2) (Auction rate securities, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Auction rate securities
Net gain (loss) recognized through earnings on trading securities
Gain on trading securities sold		$ 54		$ 1,073
Gain (loss) on trading securities held	392	(255)	399	499
Gain (loss) on trading securities	$ 392	$ (201)	$ 399	$ 1,572

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INVESTMENTS (Details 3) (USD $)	3 Months Ended
	Mar. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
INVESTMENTS
Realized gains on the sale of available-for-sale investments	$ 2,500,000
Disclosure of underlying contractual maturities of investments
Amortized Cost		160,150,000	115,952,000
Fair Value		160,195,000	118,424,000
U.S. Treasuries | Less than 1 year
Disclosure of underlying contractual maturities of investments
Amortized Cost		11,019,000	16,040,000
Fair Value		11,021,000	16,040,000
Certificates of deposit | Less than 1 year
Disclosure of underlying contractual maturities of investments
Amortized Cost		11,515,000	2,201,000
Fair Value		11,515,000	2,201,000
Municipal securities | Less than 1 year
Disclosure of underlying contractual maturities of investments
Amortized Cost		119,854,000	77,038,000
Fair Value		119,897,000	77,027,000
Auction rate securities | Due 11 - 20 years
Disclosure of underlying contractual maturities of investments
Amortized Cost		11,042,000	10,748,000
Fair Value		11,042,000	10,748,000
Auction rate securities | Due 21 - 30 years
Disclosure of underlying contractual maturities of investments
Amortized Cost		6,720,000	9,925,000
Fair Value		$ 6,720,000	$ 12,408,000

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PROPERTY AND EQUIPMENT, Net

6 Months Ended

Jun. 30, 2013

PROPERTY AND EQUIPMENT, Net

PROPERTY AND EQUIPMENT, Net

6. PROPERTY AND EQUIPMENT, Net

Property and equipment consist of the following at:

	June 30, 2013			December 31, 2012
Land	$	5,382		$	5,382
Leasehold improvements	2,300			2,300
Furniture and fixtures	3,738			2,087
Office and computer equipment	12,000			8,981
Computer software	1,105			1,135
Equipment	57,308			48,427
Buildings	28,490			21,998
Vehicles	28,545			26,037
	138,868			116,347
Less: accumulated depreciation and amortization	(55,339		)	(47,210		)
	$	83,529		$	69,137

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2013

STOCK-BASED COMPENSATION

Schedule of weighted-average assumptions used to estimate the fair value of options granted

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2013	2012	2013	2012
Dividend yield	0.0 %	0.0 %	0.0 %	0.0 %
Expected volatility	48.1 %	47.6 %	47.9 %	48.1 %
Risk-free interest rate	1.0 %	0.9 %	0.9 %	0.9 %
Expected term	6.1 Years	5.4 Years	5.7 Years	5.5 Years

Summary of activities with respect to its stock option plans

Options	Number of Shares (In Thousands)	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2013	14,000	$	12.12	4.1	$	572,530
Granted 01/01/13 - 03/31/13	636	$	47.36
Granted 04/01/13 - 06/30/13	450	$	54.00
Exercised	(1,818)	$	8.96
Cancelled or forfeited	(155)	$	27.10
Outstanding at June 30, 2013	13,113	$	15.53	4.2	$	594,437
Vested and expected to vest in the future at June 30, 2013	12,698	$	14.63	4.1	$	586,995
Exercisable at June 30, 2013	10,039	$	9.04	3.0	$	519,980

Summary of activities with respect to non-vested restricted stock awards and non-vested restricted stock units

	Number of Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2013	637	$	46.97
Granted 01/01/13 - 03/31/13	8	$	50.89
Granted 04/01/13 - 06/30/13	15	$	54.64
Vested	(46)	$	51.96
Forfeited/cancelled	(6)	$	60.11
Non-vested at June 30, 2013	608	$	46.69

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
INVENTORIES
Raw materials	$ 77,152	$ 65,010
Finished goods	156,397	138,096
Inventories, net	$ 233,549	$ 203,106

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

The Company had purchase commitments aggregating approximately $49.4 million at June 30, 2013, which represented commitments made by the Company and its subsidiaries to various suppliers of raw materials for the production of its products. These obligations vary in terms, but are generally satisfied within one year.

The Company had contractual obligations aggregating approximately $84.4 million at June 30, 2013, which related primarily to sponsorships and other marketing activities.

The Company had operating lease commitments aggregating approximately $17.5 million at June 30, 2013, which related primarily to warehouse and office space.

In March 2012, the Company acquired an approximately 75,425 square foot, free-standing, three-story office building located in Corona, CA, including the real property thereunder and improvements thereon (the “March 2012 Property”)  as well as additional parking spaces, for a total purchase price of $9.7 million. The Company did not occupy or make improvements to the March 2012 Property.  In June 2013, the Company completed the sale of the March 2012 Property, resulting in a net loss of $0.03 million, inclusive of broker commissions and closing costs.

In October 2012, the Company acquired an approximately 141,000 square foot, free-standing, six-story office building, including the real property thereunder and improvements thereon, located in Corona, CA (the “October 2012 Property”) adjacent to the March 2012 Property, for a purchase price of $18.8 million. The Company has substantially completed the necessary improvements to the October 2012 Property and is scheduled to occupy the building as the Company’s new corporate headquarters commencing in August 2013.

Litigation – In May 2009, Avraham Wellman, purporting to act on behalf of himself and a class of consumers in Canada, filed a putative class action in the Ontario Superior Court of Justice, in the City of Toronto, Ontario, Canada, against the Company and its former Canadian distributor, Pepsi-Cola Canada Ltd., as defendants (the “Wellman Action”).  The plaintiff alleges that the defendants misleadingly packaged and labeled Monster Energy® products in Canada by not including sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of the energy drink products.  The plaintiff’s claims against the defendants are for negligence, unjust enrichment, and making misleading/false representations in violation of the Competition Act (Canada), the Food and Drugs Act (Canada) and the Consumer Protection Act, 2002 (Ontario).  The plaintiff claims general damages on behalf of the putative class in the amount of CDN$20 million, together with punitive damages of CDN$5 million, plus legal costs and interest. The plaintiff’s certification motion materials have not yet been filed. The Company believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations. In accordance with class action practices in Ontario, the Company will not file an answer to the complaint until after the determination of the certification motion.  The Company believes that the plaintiff’s complaint is without merit and plans a vigorous defense.

On October 17, 2012, Wendy Crossland and Richard Fournier filed a lawsuit in the Superior Court of the State of California, County of Riverside, styled Wendy Crossland and Richard Fournier v. Monster Beverage Corporation, against the Company claiming that the death of their 14 year old daughter (Anais Fournier) was caused by her consumption of two 24-ounce Monster Energy® drinks over the course of two days in December 2011.  The plaintiffs allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death.  The plaintiffs claim general damages in excess of $25,000 and punitive damages.  The Company filed a demurrer and a motion to strike the plaintiffs’ complaint on November 19, 2012, and the plaintiffs filed a first amended complaint on December 19, 2012.  The Company filed its answer to the first amended complaint on June 7, 2013.  The court has set a mediation completion date of November 26, 2013.  Discovery has commenced but no trial date has been set. The Company believes that the plaintiffs’ complaint is without merit and plans a vigorous defense.  The Company also believes that any such damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations.

The Company has also been named as a defendant in other complaints containing similar allegations to those presented in the Fournier lawsuit, each of which the Company believes is also without merit and would not have a material adverse effect on the Company’s financial position or results of operations in the event any damages were awarded.

Securities Litigation – On September 11, 2008, a federal securities class action complaint styled Cunha v. Hansen Natural Corp., et al. was filed in the United States District Court for the Central District of California (the “District Court”). On September 17, 2008, a second federal securities class action complaint styled Brown v. Hansen Natural Corp., et al. was also filed in the District Court. After the District Court consolidated the two actions and appointed the Structural Ironworkers Local Union #1 Pension Fund as lead plaintiff, a Consolidated Complaint for Violations of Federal Securities Laws was filed on August 28, 2009 (the “Consolidated Class Action Complaint”).

The Consolidated Class Action Complaint purported to be brought on behalf of a class of purchasers of the Company’s stock during the period November 9, 2006 through November 8, 2007 (the “Class Period”).  It named as defendants the Company, Rodney C. Sacks, Hilton H. Schlosberg, and Thomas J. Kelly. Plaintiff principally alleged that, during the Class Period, the defendants made false and misleading statements relating to the Company’s distribution coordination agreements with Anheuser-Busch, Inc. (“AB”) and its sales of “Allied” energy drink lines, and engaged in sales of shares in the Company on the basis of material non-public information.  Plaintiff also alleged that the Company’s financial statements for the second quarter of 2007 did not include certain promotional expenses.  The Consolidated Class Action Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and sought an unspecified amount of damages.

The District Court dismissed the Consolidated Class Action Complaint, with leave to amend, on July 12, 2010. Plaintiff thereafter filed a Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws on August 27, 2010 (the “Amended Class Action Complaint”).  While similar in many respects to the Consolidated Class Action Complaint, the Amended Class Action Complaint drops certain of the allegations set forth in the Consolidated Class Action Complaint and makes certain new allegations, including that the Company engaged in “channel stuffing” during the Class Period that rendered false or misleading the Company’s reported sales results and certain other statements made by the defendants.  In addition, it no longer names Thomas J. Kelly as a defendant.

On September 4, 2012, the District Court dismissed certain of the claims in the Amended Class Action Complaint, including plaintiff’s allegations relating to promotional expenses, but denied the defendants’ motion to dismiss with regard to the majority of plaintiff’s claims, including plaintiff’s channel stuffing allegations. Plaintiff filed a motion seeking class certification on December 6, 2012.  At a hearing on plaintiff’s class certification motion held on June 20, 2013, the District Court issued a tentative ruling indicating that it was inclined to deny the motion, without prejudice.  The District Court has not yet, however, issued a final ruling and the motion for class certification remains sub judice. Fact discovery in the action has been stayed pending resolution of the class certification motion.

The Amended Class Action Complaint seeks an unspecified amount of damages.  As a result, the amount or range of reasonably possible litigation losses to which the Company is exposed cannot be estimated. Although the ultimate outcome of this action cannot be determined with certainty, the Company believes that the allegations in the Amended Class Action Complaint are without merit.  The Company intends to vigorously defend against this lawsuit.

State Attorney General Inquiry – In July 2012, the Company received a subpoena from a state attorney general in connection with an investigation concerning the Company’s advertising, marketing, promotion, ingredients, usage and sale of its Monster Energy® brand of energy drinks. As the investigation is in an early stage, it is unknown what, if any, action the state attorney general may take against the Company, the relief which may be sought in the event of any such proceeding or whether such proceeding could have a material adverse effect on the Company’s business, financial condition or results of operations.

Derivative Litigation – On May 3, 2013, a derivative complaint was filed in United States District Court for the Central District of California, purportedly on behalf of the Company, by a shareholder of the Company who made no prior demand on the Company’s Board of Directors.  The action was styled Eric Spitzer v. Sacks, et al, United States District Court for the Central District of California.  Through his counsel, Spitzer had previously served a request that the Company produce certain books and records pursuant to section 220 of the Delaware General Corporation Law.  Counsel for the Company and Spitzer exchanged correspondence relating to the demand.  After Spitzer refused to narrow his demand, the Company ultimately denied the demand in a letter dated February 14, 2013.

The Spitzer complaint named as defendants certain officers, directors, and employees of the Company, including Rodney Sacks, Hilton Schlosberg, Harold C. Taber, Jr., Benjamin M. Polk, Norman C. Epstein, Mark S. Vidergauz, Sydney Selati, and Thomas J. Kelly.  The Company was named as a nominal defendant.

Spitzer alleged, among other things, that the Individual Defendants breached their fiduciary duties to the Company by causing the Company to (a) engage in illicit activity regarding the promotion, marketing, advertising, ingredients, usage and sale of its Monster Energy brand of energy drinks; (b) lack adequate internal and financial controls; and (c) issue financial statements that were materially false and misleading, all in a way that has exposed, and will continue to expose, the Company to costly investigations.  The complaint further alleged that, beginning in February 2012, the Individual Defendants further breached their fiduciary duties by making statements in press releases and public filings about the Company’s earnings and financial condition and by failing to disclose that the Company was improperly advertising, marketing, and promoting its Monster Energy brand of energy drinks.  The complaint further alleged that while the Company’s shares were purportedly artificially inflated because of those improper statements, certain defendants sold Company stock while in possession of material non-public information.  The complaint asserted causes of action for breach of fiduciary duty abuse of control, gross mismanagement, and unjust enrichment.  Spitzer sought an unspecified amount of damages to be paid to the Company, adoption of corporate governance reforms, and equitable and injunctive relief.

On May 28, 2013, on the parties’ stipulation, the complaint was dismissed with prejudice as to plaintiff and without prejudice as to any other Company shareholder.  No consideration was offered or exchanged to induce or reward plaintiff’s voluntary dismissal.

San Francisco City Attorney Litigation.  On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand of energy drinks and specifically concerning the safety of its products for consumption by adolescents.  In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately:  (i) “Reformulate its product to lower the caffeine content to safe levels”; (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.”

On April 29, 2013, the Company and its wholly owned subsidiary, Monster Energy Company, filed a complaint for declaratory and injunctive relief against the San Francisco City Attorney in United States District Court for the Central District of California, styled Monster Beverage Corp., et al. v. Dennis Herrera.  The Company seeks a declaration from the Court that the San Francisco City Attorney’s investigation and demands are impermissible and preempted, subject to the doctrine of primary jurisdiction, are unconstitutional in that they violate the First and Fourteenth Amendments’ prohibitions against compelled speech, content-based speech and commercial speech, are impermissibly void-for-vagueness, and/or violate the Commerce Clause.  On June 3, 2013, the City Attorney filed a motion to dismiss the Company’s complaint.  The Company filed its opposition on July 15, 2013, and the City Attorney filed its reply brief on August 5, 2013.  A hearing on the City Attorney’s motion to dismiss the Company’s complaint is scheduled for August 19, 2013.

On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, et seq., styled People Of The State Of California ex rel. Dennis Herrera, San Francisco City Attorney v. Monster Beverage Corporation, San Francisco Superior Court.  The City Attorney alleges that the Company (1) mislabeled its products as a dietary supplement, in violation of California’s Sherman Food, Drug and Cosmetic Law, California Health & Safety Code sections 109875 et. seq.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe (“GRAS”) due to the alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens; (b) fails to warn against and promotes unsafe consumption; (c) implicitly promotes mixing of energy drinks with alcohol or drugs; and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney seeks a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the Unfair Competition Law; an injunction from performing or proposing to perform any acts in violation of the Unfair Competition Law; restitution; and civil penalties. On July 3, 2013, the Company filed a motion to dismiss, stay, or transfer the action to the United States District Court for the Central District of California.  On that same day, the City Attorney filed a motion to remand the case back to state court.  Oppositions to both motions are due on August 14, 2013, and briefing is expected to be completed on September 4, 2013.  A hearing on both motions is scheduled for September 18, 2013.

The Company denies that it has violated the Unfair Competition Law or any other law and believes that the City Attorney’s claims and demands are preempted and unconstitutional, as alleged in the action the Company filed in the United States District Court for the Central District of California. The Company intends to vigorously defend against this lawsuit.  At this time, no evaluation of the likelihood of an unfavorable outcome or range of potential loss can be expressed.

In addition to the above matters, the Company has been named as a defendant in various false advertising putative class actions and in a private attorney general action, each of which contains certain allegations similar to those presented in the Wellman Action.  In these actions, plaintiffs allege that defendants misleadingly labeled and advertised Monster Energy® brand products that allegedly were ineffective for the advertised benefits (including, but not limited to, an allegation that the products do not hydrate as advertised because they contain caffeine).  The plaintiffs further allege that the Monster Energy® brand products at issue are unsafe because they contain one or more ingredients that allegedly could result in illness, injury or death. In connection with these product safety allegations, the plaintiffs claim that the product labels did not provide adequate warnings and/or that the Company did not include sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of its energy drink products (including, but not limited to, claims that certain ingredients, when consumed individually or in combination with other ingredients, could result in high blood pressure, palpitations, liver damage or other negative health effects and/or that the products themselves are unsafe).  Based on these allegations, the plaintiffs assert claims for violation of state consumer protection statutes, including unfair competition and false advertising statutes, and for breach of warranty and unjust enrichment.  In their prayers for relief, the plaintiffs seek, inter alia, compensatory and punitive damages, restitution, attorneys’ fees, and, in some cases, injunctive relief.  Furthermore, the Company is subject to litigation from time to time in the normal course of business, including intellectual property litigation and claims from terminated distributors.  Although it is not possible to predict the outcome of such litigation, based on the facts known to the Company, management believes that such litigation in the aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

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INVENTORIES

6 Months Ended

Jun. 30, 2013

INVENTORIES

INVENTORIES

5. INVENTORIES

Inventories consist of the following at:

	June 30, 2013		December 31, 2012
Raw materials	$	77,152	$	65,010
Finished goods	156,397		138,096
	$	233,549	$	203,106

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NON-CASH SUPPLEMENTAL DATA (USD $) In Millions, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NON-CASH SUPPLEMENTAL DATA
Capital leases for the acquisition of promotional vehicles	$ 1.8	$ 1.1
Accounts payable for equipment purchases	$ 1.4		$ 0.4

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INCOME TAXES (Details) (USD $)	6 Months Ended
	Jun. 30, 2013
Gross unrecognized tax benefits, roll forward
Balance at the beginning of the period	$ 926,000
Additions for tax positions related to the prior year	397,000
Balance at the end of the period	1,323,000
Accrued interest and penalties related to unrecognized tax benefits	$ 400,000

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COMMITMENTS AND CONTINGENCIES (Details 2)	1 Months Ended	6 Months Ended	0 Months Ended
	May 31, 2009 Putative class action, Avraham Wellman CAD	Jun. 30, 2013 Derivative Litigation USD ($)	Oct. 17, 2012 Lawsuit in Superior Court by Wendy Crossland and Richard Fournier USD ($) oz item	Sep. 17, 2008 Securities Litigation item	Mar. 29, 2013 San Francisco City Attorney Litigation sqft
Litigation
Minimum amount of plaintiff claims for general damages	20,000,000		$ 25,000
Amount of plaintiff claims for punitive damages	5,000,000
Number of 24 ounce energy drinks			2
Consideration offered or exchanged to induce or reward voluntary dismissal		$ 0
Age of the plaintiff's deceased daughter			14 years
Number of ounce energy drink			24
Number of days over which the energy drink was consumed			2 days
Number of actions consolidated				2
Number of steps which if not taken will cause to bring suit against the Company					5

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2013

SEGMENT INFORMATION

Schedule of net revenues and other financial information by segment

	Three-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	600,992	$	29,942	$	-	$	630,934
Contribution margin	215,018		1,130		-		216,148
Corporate and unallocated expenses	-		-		(36,721)		(36,721)
Operating income							179,427
Other income (expense)	99		-		(3,501)		(3,402)
Income before provision for income taxes							176,025
Depreciation and amortization	(4,598)		(53)		(614)		(5,265)
Trademark amortization	-		(11)		(1)		(12)

	Three-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	568,026	$	24,614	$	-	$	592,640
Contribution margin	195,770		1,621		-		197,391
Corporate and unallocated expenses	-		-		(27,618)		(27,618)
Operating income							169,773
Other income (expense)	167		-		(227)		(60)
Income before provision for income taxes							169,713
Depreciation and amortization	(3,910)		(27)		(1,176)		(5,113)
Trademark amortization	-		(11)		(1)		(12)

	Six-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	1,061,168	$	53,990	$	-	$	1,115,158
Contribution margin	353,991		1,511		-		355,502
Corporate and unallocated expenses	-		-		(68,770)		(68,770)
Operating income							286,732
Other income (expense)	288		-		(5,591)		(5,303)
Income before provision for income taxes							281,429
Depreciation and amortization	(9,019)		(101)		(1,193)		(10,313)
Trademark amortization	-		(22)		(2)		(24)

	Six-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	999,208	$	48,037	$	-	$	1,047,245
Contribution margin	344,862		3,779		-		348,641
Corporate and unallocated expenses	-		-		(52,582)		(52,582)
Operating income							296,059
Other income (expense)	267		-		19		286
Income before provision for income taxes							296,345
Depreciation and amortization	(7,693)		(55)		(2,321)		(10,069)
Trademark amortization	-		(22)		(2)		(24)

Schedule of net sales by product line

	Three-Months Ended				Six-Months Ended
	June 30,				June 30,
Product Line	2013		2012		2013		2012
Energy drinks	$	582,899	$	550,561	$	1,028,925	$	969,473
Non-carbonated (primarily juice based beverages and Peace Tea® iced teas)	36,166		30,031		64,138		54,284
Carbonated (primarily soda beverages)	8,264		8,765		14,665		16,426
Other	3,605		3,283		7,430		7,062
	$	630,934	$	592,640	$	1,115,158	$	1,047,245

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2013

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

The Company has two stock-based compensation plans under which shares were available for grant at June 30, 2013: the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive Plan”) and the 2009 Monster Beverage Corporation Stock Incentive Plan for Non-Employee Directors (the “2009 Directors Plan”).

The Company recorded $7.4 million and $7.1 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the three-months ended June 30, 2013 and 2012, respectively. The Company recorded $14.4 million and $13.6 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the six-months ended June 30, 2013 and 2012, respectively.

The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the three-months ended June 30, 2013 and 2012 was $28.7 million and $2.4 million, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the six-months ended June 30, 2013 and 2012 was $28.9 million and $2.9 million, respectively.

Stock Options

Under the Company’s stock-based compensation plans, all stock options granted as of June 30, 2013 were granted at prices based on the fair value of the Company’s common stock on the date of grant. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company records compensation expense for non-employee stock options based on the estimated fair value of the options as of the earlier of (1) the date at which a commitment for performance by the non-employee to earn the stock option is reached or (2) the date at which the non-employee’s performance is complete, using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company uses historical data to determine the exercise behavior, volatility and forfeiture rate of the options.

The following weighted-average assumptions were used to estimate the fair value of options granted during:

	Three-Months Ended June 30,		Six-Months Ended June 30,
	2013	2012	2013	2012
Dividend yield	0.0 %	0.0 %	0.0 %	0.0 %
Expected volatility	48.1 %	47.6 %	47.9 %	48.1 %
Risk-free interest rate	1.0 %	0.9 %	0.9 %	0.9 %
Expected term	6.1 Years	5.4 Years	5.7 Years	5.5 Years

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option.

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

The following table summarizes the Company’s activities with respect to its stock option plans as follows:

Options	Number of Shares (In Thousands)	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2013	14,000	$	12.12	4.1	$	572,530
Granted 01/01/13 - 03/31/13	636	$	47.36
Granted 04/01/13 - 06/30/13	450	$	54.00
Exercised	(1,818)	$	8.96
Cancelled or forfeited	(155)	$	27.10
Outstanding at June 30, 2013	13,113	$	15.53	4.2	$	594,437
Vested and expected to vest in the future at June 30, 2013	12,698	$	14.63	4.1	$	586,995
Exercisable at June 30, 2013	10,039	$	9.04	3.0	$	519,980

The weighted-average grant-date fair value of options granted during the three-months ended June 30, 2013 and 2012 was $25.16 per share and $28.88 per share, respectively. The weighted-average grant-date fair value of options granted during the six-months ended June 30, 2013 and 2012 was $22.44 per share and $26.68 per share, respectively. The total intrinsic value of options exercised during the three-months ended June 30, 2013 and 2012 was $81.0 million and $12.3 million, respectively. The total intrinsic value of options exercised during the six-months ended June 30, 2013 and 2012 was $84.2 million and $119.7 million, respectively.

Cash received from option exercises under all plans for the three-months ended June 30, 2013 and 2012 was approximately $13.9 million and $3.7 million, respectively. Cash received from option exercises under all plans for the six-months ended June 30, 2013 and 2012 was approximately $16.3 million and $6.4 million, respectively.

At June 30, 2013, there was $46.9 million of total unrecognized compensation expense related to non-vested options granted to employees under the Company’s share-based payment plans. That cost is expected to be recognized over a weighted-average period of 2.9 years.

Restricted Stock Awards and Restricted Stock Units

Stock-based compensation cost for restricted stock awards and restricted stock units is measured based on the closing fair market value of the Company’s common stock at the date of grant. In the event that the Company has the option and intent to settle a restricted stock unit in cash, the award is classified as a liability and revalued at each balance sheet date.

The following table summarizes the Company’s activities with respect to non-vested restricted stock awards and non-vested restricted stock units as follows:

	Number of Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2013	637	$	46.97
Granted 01/01/13 - 03/31/13	8	$	50.89
Granted 04/01/13 - 06/30/13	15	$	54.64
Vested	(46)	$	51.96
Forfeited/cancelled	(6)	$	60.11
Non-vested at June 30, 2013	608	$	46.69

The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the three-months ended June 30, 2013 and 2012 was $54.64 and $69.98 per share, respectively. The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the six-months ended June 30, 2013 and 2012 was $53.25 and $62.47 per share, respectively. As of June 30, 2013, 0.6 million of restricted stock units and restricted stock awards are expected to vest.

At June 30, 2013, total unrecognized compensation expense relating to non-vested restricted stock awards and non-vested restricted stock units was $19.2 million, which is expected to be recognized over a weighted-average period of 2.1 years.

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DISTRIBUTION AGREEMENTS

6 Months Ended

Jun. 30, 2013

DISTRIBUTION AGREEMENTS

DISTRIBUTION AGREEMENTS

8. DISTRIBUTION AGREEMENTS

Pursuant to new and/or amended distribution agreements entered into with certain distributors, amounts of $9.7 million from such distributors, relating to the costs associated with terminating agreements with the Company’s prior distributors, were recorded for the six-months ended June 30, 2013. Such amounts have been accounted for as deferred revenue in the accompanying condensed consolidated balance sheets and are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years. Revenue recognized was $2.0 million and $1.9 million for the three-months ended June 30, 2013 and 2012, respectively. Revenue recognized was $4.4 million for both the six-months ended June 30, 2013 and 2012, respectively.

The Company incurred termination costs to certain of its prior distributors amounting to $2.0 million and $0.6 million in aggregate for the three-months ended June 30, 2013 and 2012, respectively. The Company incurred termination costs to certain of its prior distributors amounting to $10.3 million and $0.6 million in aggregate for the six-months ended June 30, 2013 and 2012, respectively. Such termination costs have been expensed in full and are included in operating expenses for the three- and six-months ended June 30, 2013 and 2012. Accrued distributor terminations included in accrued liabilities in the accompanying consolidated balance sheets as of June 30, 2013 and December 31, 2012 were $4.3 million and $0.9 million, respectively.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2013

SEGMENT INFORMATION

SEGMENT INFORMATION

15. SEGMENT INFORMATION

The Company has two reportable segments, namely Direct Store Delivery (“DSD”), whose principal products comprise energy drinks, and Warehouse (“Warehouse”), whose principal products comprise juice-based and soda beverages.  The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily direct to retailers. Corporate and unallocated amounts that do not relate to DSD or Warehouse segments have been allocated to “Corporate & Unallocated.”

The net revenues derived from the DSD and Warehouse segments and other financial information related thereto are as follows:

	Three-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	600,992	$	29,942	$	-	$	630,934
Contribution margin	215,018		1,130		-		216,148
Corporate and unallocated expenses	-		-		(36,721)		(36,721)
Operating income							179,427
Other income (expense)	99		-		(3,501)		(3,402)
Income before provision for income taxes							176,025
Depreciation and amortization	(4,598)		(53)		(614)		(5,265)
Trademark amortization	-		(11)		(1)		(12)

	Three-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	568,026	$	24,614	$	-	$	592,640
Contribution margin	195,770		1,621		-		197,391
Corporate and unallocated expenses	-		-		(27,618)		(27,618)
Operating income							169,773
Other income (expense)	167		-		(227)		(60)
Income before provision for income taxes							169,713
Depreciation and amortization	(3,910)		(27)		(1,176)		(5,113)
Trademark amortization	-		(11)		(1)		(12)

Revenue is derived from sales to external customers.  Operating expenses that pertain to each segment are allocated to the appropriate segment.

Corporate and unallocated expenses were $36.7 million for the three-months ended June 30, 2013 and included $21.4 million of payroll costs, of which $7.4 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $9.3 million attributable to professional service expenses, including accounting and legal costs and $6.0 million of other operating expenses.  Corporate and unallocated expenses were $27.6 million for the three-months ended June 30, 2012 and included $17.9 million of payroll costs, of which $7.1 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $4.4 million attributable to professional service expenses, including accounting and legal costs, and $5.3 million of other operating expenses.

Coca-Cola Refreshments USA Inc. (“CCR”), a customer of the DSD segment, accounted for approximately 29% and 28% of the Company’s net sales for the three-months ended June 30, 2013 and 2012, respectively.

Net sales to customers outside the United States amounted to $127.6 million and $124.4 million for the three-months ended June 30, 2013 and 2012, respectively.

The net revenues derived from the DSD and Warehouse segments and other financial information related thereto are as follows:

	Six-Months Ended June 30, 2013
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	1,061,168	$	53,990	$	-	$	1,115,158
Contribution margin	353,991		1,511		-		355,502
Corporate and unallocated expenses	-		-		(68,770)		(68,770)
Operating income							286,732
Other income (expense)	288		-		(5,591)		(5,303)
Income before provision for income taxes							281,429
Depreciation and amortization	(9,019)		(101)		(1,193)		(10,313)
Trademark amortization	-		(22)		(2)		(24)

	Six-Months Ended June 30, 2012
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	999,208	$	48,037	$	-	$	1,047,245
Contribution margin	344,862		3,779		-		348,641
Corporate and unallocated expenses	-		-		(52,582)		(52,582)
Operating income							296,059
Other income (expense)	267		-		19		286
Income before provision for income taxes							296,345
Depreciation and amortization	(7,693)		(55)		(2,321)		(10,069)
Trademark amortization	-		(22)		(2)		(24)

Revenue is derived from sales to external customers.  Operating expenses that pertain to each segment are allocated to the appropriate segment.

Corporate and unallocated expenses were $68.8 million for the six-months ended June 30, 2013 and included $40.8 million of payroll costs, of which $14.4 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $16.9 million attributable to professional service expenses, including accounting and legal costs and $11.1 million of other operating expenses.  Corporate and unallocated expenses were $52.6 million for the six-months ended June 30, 2012 and included $35.5 million of payroll costs, of which $13.6 million was attributable to stock-based compensation expense (see Note 12, “Stock-Based Compensation”), $7.1 million attributable to professional service expenses, including accounting and legal costs, and $10.0 million of other operating expenses.

Coca-Cola Refreshments USA Inc. (“CCR”), a customer of the DSD segment, accounted for approximately 30% and 29% of the Company’s net sales for the six-months ended June 30, 2013 and 2012, respectively.

Net sales to customers outside the United States amounted to $233.9 million and $203.5 million for the six-months ended June 30, 2013 and 2012, respectively.

The Company’s net sales by product line were as follows:

	Three-Months Ended				Six-Months Ended
	June 30,				June 30,
Product Line	2013		2012		2013		2012
Energy drinks	$	582,899	$	550,561	$	1,028,925	$	969,473
Non-carbonated (primarily juice based beverages and Peace Tea® iced teas)	36,166		30,031		64,138		54,284
Carbonated (primarily soda beverages)	8,264		8,765		14,665		16,426
Other	3,605		3,283		7,430		7,062
	$	630,934	$	592,640	$	1,115,158	$	1,047,245

XML

INCOME TAXES

6 Months Ended

Jun. 30, 2013

INCOME TAXES

INCOME TAXES

13. INCOME TAXES

The following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the six-months ended June 30, 2013:

	Gross Unrealized Tax Benefits
Balance at December 31, 2012	$	926
Additions for tax positions related to the current year	-
Additions for tax positions related to the prior year	397
Decreases related to settlement with taxing authority	-
Balance at June 30, 2013	$	1,323

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s condensed consolidated financial statements. As of June 30, 2013, the Company had accrued approximately $0.4 million in interest and penalties related to unrecognized tax benefits. If the Company were to prevail on all uncertain tax positions, the resultant impact on the Company’s effective tax rate would not be significant. It is expected that the amount of unrecognized tax benefits will not change within the next 12 months.

On March 8, 2013, the Internal Revenue Service (“IRS”) began its examination of the Company’s U.S. federal income tax returns for the years ended December 31, 2010 and 2011. The Company is also in various stages of examination with certain states.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state and foreign jurisdictions. Federal income tax returns are subject to IRS examination for the 2010, 2011 and 2012 tax years. State income tax returns are subject to examination for the 2008 through 2012 tax years.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Document and Entity Information
Entity Registrant Name	Monster Beverage Corp
Entity Central Index Key	0000865752
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		167,403,681
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

XML

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

14. EARNINGS PER SHARE

A reconciliation of the weighted-average shares used in the basic and diluted earnings per common share computations is presented below:

	Three-Months Ended		Six-Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Weighted-average shares outstanding:
Basic	166,447	176,186	165,988	175,509
Dilutive securities	6,903	10,098	7,004	10,324
Diluted	173,350	186,284	172,992	185,833

For the three-months ended June 30, 2013 and 2012, options outstanding totaling 1.3 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.  For the six-months ended June 30, 2013 and 2012, options outstanding totaling 1.1 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.