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, 2014

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.)

1 Monster Way

Corona, California 92879

(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 167,176,357 shares of common stock, par value $0.005 per share, outstanding as of July 23, 2014.

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PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

(In Thousands, Except Par Value) (Unaudited)

	June 30, 2014			December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	373,051		$	211,349
Short-term investments	453,969			402,247
Accounts receivable, net	395,460			291,638
Distributor receivables	3,332			4,542
Inventories	207,908			221,449
Prepaid expenses and other current assets	25,594			21,376
Prepaid income taxes	7,115			9,518
Deferred income taxes	20,924			20,924
Total current assets	1,487,353			1,183,043

INVESTMENTS	51,682			9,792
PROPERTY AND EQUIPMENT, net	91,218			88,143
DEFERRED INCOME TAXES	63,443			63,611
INTANGIBLES, net	66,351			65,774
OTHER ASSETS	8,972			10,146
Total Assets	$	1,769,019		$	1,420,509

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	155,776		$	119,376
Accrued liabilities	80,792			59,113
Accrued promotional allowances	130,807			99,470
Deferred revenue	14,317			13,832
Accrued compensation	10,310			14,864
Income taxes payable	12,839			9,359
Total current liabilities	404,841			316,014

DEFERRED REVENUE	108,547			112,216

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS’ EQUITY:
Common stock - $0.005 par value; 240,000 shares authorized; 206,364 shares issued and 167,171 outstanding as of June 30, 2014; 206,014 shares issued and 166,822 outstanding as of December 31, 2013	1,032			1,030
Additional paid-in capital	394,612			368,069
Retained earnings	2,083,579			1,847,325
Accumulated other comprehensive loss	(621		)	(1,233		)
Common stock in treasury, at cost; 39,193 and 39,192 shares as of June 30, 2014 and December 31, 2013, respectively	(1,222,971		)	(1,222,912		)
Total stockholders’ equity	1,255,631			992,279
Total Liabilities and Stockholders’ Equity	$	1,769,019		$	1,420,509

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, 2014 AND 2013

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

	Three-Months Ended						Six-Months Ended
	June 30,						June 30,
	2014			2013			2014			2013

NET SALES	$	687,199		$	630,934		$	1,223,329		$	1,115,158

COST OF SALES	307,911			294,672			557,222			526,857

GROSS PROFIT	379,288			336,262			666,107			588,301

OPERATING EXPENSES	163,475			156,835			301,430			301,569

OPERATING INCOME	215,813			179,427			364,677			286,732

OTHER INCOME (EXPENSE):
Interest and other income (expense), net	190			(3,468		)	345			(7,940		)
(Loss) gain on investments and put options, net (Note 3)	(12		)	66			(13		)	2,637
Total other income (expense)	178			(3,402		)	332			(5,303		)

INCOME BEFORE PROVISION FOR INCOME TAXES	215,991			176,025			365,009			281,429

PROVISION FOR INCOME TAXES	74,988			69,152			128,755			111,060

NET INCOME	$	141,003		$	106,873		$	236,254		$	170,369

NET INCOME PER COMMON SHARE:
Basic	$	0.84		$	0.64		$	1.41		$	1.03
Diluted	$	0.81		$	0.62		$	1.36		$	0.98

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:
Basic	167,098			166,447			167,006			165,988
Diluted	173,964			173,350			173,869			172,992

See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE-AND SIX-MONTHS ENDED JUNE 30, 2014 AND 2013

(In Thousands) (Unaudited)

	Three-Months Ended June 30,					Six-Months Ended June 30,
	2014		2013			2014		2013
Net income, as reported	$	141,003	$	106,873		$	236,254	$	170,369
Other comprehensive income (loss):
Change in foreign currency translation adjustment	510		(2,441		)	612		(3,533		)
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 income (loss)	510		(2,441		)	612		(5,058		)
Comprehensive income	$	141,513	$	104,432		$	236,866	$	165,311

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, 2014 AND 2013

(In Thousands) (Unaudited)

	Six-Months Ended
	June 30, 2014			June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	236,254		$	170,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,995			10,337
Gain on disposal of property and equipment	(185		)	(216		)
Stock-based compensation	15,089			14,392
Loss on put option	97			243
Gain on investments, net	(84		)	(2,881		)
Deferred income taxes	168			(926		)
Tax benefit from exercise of stock options	(3,303		)	(28,883		)
Effect on cash of changes in operating assets and liabilities:
Accounts receivable	(99,711		)	(104,993		)
Distributor receivables	1,242			(5,310		)
Inventories	13,536			(33,972		)
Prepaid expenses and other current assets	(4,189		)	(8,523		)
Prepaid income taxes	2,503			(4,118		)
Accounts payable	36,113			16,877
Accrued liabilities	17,529			15,987
Accrued promotional allowances	31,776			22,188
Accrued distributor terminations	165			3,464
Accrued compensation	(4,618		)	(4,122		)
Income taxes payable	6,780			33,019
Deferred revenue	(3,180		)	6,788
Net cash provided by operating activities	258,977			99,720

CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of held-to-maturity investments	324,819			107,416
Sales of trading investments	3,450			-
Purchases of held-to-maturity investments	(421,797		)	(154,525		)
Purchases of property and equipment	(15,074		)	(22,497		)
Proceeds from sale of property and equipment	310			8,665
Increase in intangibles	(828		)	(5,101		)
Decrease (increase) in other assets	1,102			(4,538		)
Net cash used in investing activities	(108,018		)	(70,580		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(973		)	(794		)
Tax benefit from exercise of stock options	3,303			28,883
Issuance of common stock	7,716			16,288
Purchases of common stock held in treasury	(59		)	(13,396		)
Net cash provided by financing activities	9,987			30,981

Effect of exchange rate changes on cash and cash equivalents	756			1,204

NET INCREASE IN CASH AND
CASH EQUIVALENTS	161,702			61,325
CASH AND CASH EQUIVALENTS, beginning of period	211,349			222,514
CASH AND CASH EQUIVALENTS, end of period	$	373,051		$	283,839

SUPPLEMENTAL INFORMATION:
Cash paid during the period for:
Interest	$	18		$	19
Income taxes	$	119,654		$	82,720

See accompanying notes to condensed consolidated financial statements.

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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, 2013 (“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, 2014 and 2013 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 June 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)”. ASU 2014-12 clarifies that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 may be applied either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes previous revenue recognition guidance. ASU 2014-09 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. In applying the new guidance, a company will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016 and can be adopted using either a full retrospective or modified approach. The Company is currently evaluating the impact of ASU 2014-09 on its financial position, results of operations and liquidity.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for fiscal years beginning on or after December 15, 2014 and interim periods within those years. The adoption of ASU 2014-08 is not expected to 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, 2014	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:
Certificates of deposit	$	6,007	$	-	$	-	$	6,007	$	-	$	-
Commercial paper	9,996		-		-		9,996		-		-
Municipal securities	431,597		76		-		431,673		-		-
Long-term:
Municipal securities	45,232		24		-		45,256		-		-
Total	$	492,832	$	100	$	-	492,932		$	-	$	-
Trading
Short-term:
Auction rate securities							6,369
Long-term:
Auction rate securities							6,450
Total							$	505,751

December 31, 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:
Certificates of deposit	$	22,045	$	-	$	-	$	22,045	$	-	$	-
Commercial paper	5,991		-		-		5,991		-		-
Municipal securities	367,819		48		-		367,867		-		-
Total	$	395,855	$	48	$	-	395,903		$	-	$	-
Trading
Short-term:
Auction rate securities							6,392
Long-term:
Auction rate securities							9,792
Total							$	412,087

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the three- and six-months ended June 30, 2014, realized gains or losses recognized on the sale of investments were not significant. During the year ended December 31, 2013, the Company recognized $2.5 million of realized gains on the sale of available-for-sale investments. Realized gains or losses on the sale of all other investments during the year ended December 31, 2013 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,
	2014		2013		2014		2013
Gain on trading securities sold	$	138	$	-	$	269	$	-
(Loss) gain on trading securities held	(121)		392		(185)		399
Gain on trading securites	$	17	$	392	$	84	$	399

The Company’s investments at June 30, 2014 and December 31, 2013 in certificates of deposit, commercial paper and/or municipal securities carried investment grade credit ratings. All of the Company’s investments at June 30, 2014 and December 31, 2013 in municipal, educational or other public body securities with an auction reset feature (“auction rate securities”) also carried investment grade credit ratings.

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

	June 30, 2014				December 31, 2013

	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year:
Certificates of deposit	$	6,007	$	6,007	$	22,045	$	22,045
Commercial paper	9,996		9,996		5,991		5,991
Municipal securities	431,597		431,673		367,819		367,867
Due 1 - 10 years:
Municipal securities	45,232		45,256		-		-
Due 11 - 20 years:
Auction rate securities	12,773		12,773		11,102		11,102
Due 21 - 30 years:
Auction rate securities	46		46		5,082		5,082
Total	$	505,651	$	505,751	$	412,039	$	412,087

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)

June 30, 2014	Level 1		Level 2			Level 3		Total
Cash	$	218,121	$	-		$	-	$	218,121
Money market funds	134,278		-			-		134,278
Certificates of deposit	-		6,007			-		6,007
Commercial paper	-		9,996			-		9,996
Municipal securities	-		497,481			-		497,481
Auction rate securities	-		-			12,819		12,819
Put option related to auction rate securities	-		-			994		994
Foreign currency derivatives	-		38			-		38
Total	$	352,399	$	513,522		$	13,813	$	879,734

Amounts included in:
Cash and cash equivalents	$	352,399	$	20,652		$	-	$	373,051
Short-term investments	-		447,600			6,369		453,969
Accounts receivable, net	-		185			-		185
Investments	-		45,232			6,450		51,682
Prepaid expenses and other current assets	-		-			515		515
Other assets	-		-			479		479
Accrued liabilities	-		(147		)	-		(147		)
Total	$	352,399	$	513,522		$	13,813	$	879,734

December 31, 2013	Level 1		Level 2			Level 3		Total
Cash	$	139,300	$	-		$	-	$	139,300
Money market funds	60,102		-			-		60,102
Certificates of deposit	-		22,045			-		22,045
Commercial paper	-		5,991			-		5,991
Municipal securities	-		379,766			-		379,766
Auction rate securities	-		-			16,184		16,184
Put option related to auction rate securities	-		-			1,092		1,092
Total	$	199,402	$	407,802		$	17,276	$	624,480

Amounts included in:
Cash and cash equivalents	$	199,402	$	11,947		$	-	$	211,349
Short-term investments	-		395,855			6,392		402,247
Investments	-		-			9,792		9,792
Prepaid expenses and other current assets	-		-			486		486
Other assets	-		-			606		606
Total	$	199,402	$	407,802		$	17,276	$	624,480

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 certificates of deposit, commercial paper 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. The Company’s valuation of its Level 2 foreign exchange contracts is based on quoted market prices of the same or similar instruments, adjusted for counterparty risk. There were no transfers between Level 1 and Level 2 measurements during the six-months ended June 30, 2014 or the year ended December 31, 2013, and there were no changes in the Company’s valuation techniques.

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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, 2014.

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, 2014.

	Valuation Technique	Unobservable Input	Range (Weighted-Average)
Auction Rate Securities:
Trading	Discounted cash flow	Maximum rate probability	0.66%-2.60% (1.77%)
		Principal returned probability	85.40%-94.51% (86.66%)
		Default probability	4.37%-12.28% (11.57%)
		Liquidity risk	3.00%-3.00% (3.00%)
		Recovery rate	60-60 (60)

Put Options	Discounted cash flow	Counterparty risk	0.33%-0.70% (0.59%)

At June 30, 2014, the Company held auction rate securities with a face value of $13.8 million (amortized cost basis of $12.8 million). A Level 3 valuation was performed on the Company’s auction rate securities as of June 30, 2014 resulting in a fair value of $12.8 million for the Company’s trading auction rate securities (after a $1.0 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, 2014, $3.4 million of 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option ($2.3 million, $1.3 million and $3.7 million of par value 2011 ARS Securities were redeemed at par during the years ended December 31, 2013, 2012 and 2011, respectively). Subsequent to June 30, 2014, $8.6 million of 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, 2014, the Company recorded $1.0 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.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The net effect of (i) the revaluation of the 2011 Put Option as of June 30, 2014; (ii) the redemption at par of certain 2011 ARS Securities; and (iii) the revaluation of the Company’s trading auction rate securities as of June 30, 2014 resulted in a loss of $0.012 million and $0.013 million, which is included in other income (expense) for the three- and six-months ended June 30, 2014, respectively. 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 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, 2014				Three-Months Ended June 30, 2013
	Auction Rate Securities		Put Options		Auction Rate Securities		Put Options
Opening Balance	$	14,526	$	1,024	$	17,370	$	2,011
Transfers into Level 3	-		-		-		-
Transfers out of Level 3	-		-		-		-
Total gains (losses) for the period:
Included in earnings	17		(30)		392		(325)
Included in other comprehensive income	-		-		-		-
Settlements	(1,724)		-		-		-
Closing Balance	$	12,819	$	994	$	17,762	$	1,686

	Six-Months Ended June 30, 2014				Six-Months Ended June 30, 2013
	Auction Rate Securities		Put Options		Auction Rate Securities		Put Options
Opening Balance	$	16,184	$	1,092	$	23,156	$	1,929
Transfers into Level 3	-		-		-		-
Transfers out of Level 3	-		-		-		-
Total gains (losses) for the period:
Included in earnings	84		(98)		2,881		(243)
Included in other comprehensive income	-		-		(2,483)		-
Settlements	(3,449)		-		(5,792)		-
Closing Balance	$	12,819	$	994	$	17,762	$	1,686

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to foreign currency exchange rate risks related primarily to its foreign business operations. During the three- and six-months ended June 30, 2014, the Company entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities. All foreign currency exchange contracts entered into by the Company as of June 30, 2014 have terms of one month or less. The Company does not enter into forward currency exchange contracts for speculation or trading purposes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company has not designated its foreign currency exchange contracts as hedge transactions under ASC 815. Therefore, gains and losses on the Company’s foreign currency exchange contracts are recognized in interest and other income (expense), net, in the condensed consolidated statements of income, and are largely offset by the changes in the fair value of the underlying economically hedged item.

The notional amount and fair value of all outstanding foreign currency derivative instruments in the condensed consolidated balance sheets consist of the following at:

	June 30,2014
Derivatives not designated as hedging instruments under FASB ASC 815-20	Notional Amount		Fair Value		Balance Sheet Location

Assets:
Foreign currency exchange contracts:
Receive EUR/pay USD	$	18,109	$	108	Accounts receivable, net
Receive CAD/pay USD	24,219		45		Accounts receivable, net
Receive USD/pay ZAR	19,102		31		Accounts receivable, net
Receive USD/pay CLP	5,533		1		Accounts receivable, net

Liabilities:
Foreign currency exchange contracts:
Receive USD/pay AUD	$	8,919	$	(18)	Accrued liabilities
Receive USD/pay JPY	18,635		(90)		Accrued liabilities
Receive USD/pay MXN	7,878		(30)		Accrued liabilities
Receive USD/pay COP	1,932		(9)		Accrued liabilities

The Company had no foreign currency exchange contracts outstanding at December 31, 2013.

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

The net losses on derivative instruments in the condensed consolidated statements of income were as follows:

		Amount of loss recognized in income on derivatives
		Three-months ended
Derivatives not designated as hedging instruments under FASB ASC 815-20	Location of loss recognized in income on derivatives	June 30, 2014		June 30, 2013
Foreign currency exchange contracts	Interest and other income (expense), net	$	406	$	-

		Amount of loss recognized in income on derivatives
		Six-months ended
Derivatives not designated as hedging instruments under FASB ASC 815-20	Location of loss recognized in income on derivatives	June 30, 2014		June 30, 2013
Foreign currency exchange contracts	Interest and other income (expense), net	$	765	$	-

6. INVENTORIES

Inventories consist of the following at:

	June 30, 2014		December 31, 2013
Raw materials	$	74,810	$	68,088
Finished goods	133,098		153,361
	$	207,908	$	221,449

7. PROPERTY AND EQUIPMENT, Net

Property and equipment consist of the following at:

	June 30, 2014		December 31, 2013
Land	$	5,382	$	5,382
Leasehold improvements	2,860		2,222
Furniture and fixtures	3,446		3,474
Office and computer equipment	14,845		14,135
Computer software	638		791
Equipment	70,960		62,552
Buildings	37,959		33,468
Vehicles	30,717		30,442
	166,807		152,466
Less: accumulated depreciation and amortization	(75,589)		(64,323)
	$	91,218	$	88,143

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

8. INTANGIBLES, Net

Intangibles consist of the following at:

	June 30, 2014		December 31, 2013
Amortizing intangibles	$	1,150	$	1,076
Accumulated amortization	(772)		(590)
	378		486
Non-amortizing intangibles	65,973		65,288
	$	66,351	$	65,774

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 12 years). Amortization expense was $0.1 million and $0.01 million for the three-months ended June 30, 2014 and 2013, respectively. Amortization expense was $0.25 million and $0.02 million for the six-months ended June 30, 2014 and 2013, respectively.

9. DISTRIBUTION AGREEMENTS

Amounts received pursuant to new and/or amended distribution agreements entered into with certain distributors, relating to the costs associated with terminating agreements with the Company’s prior distributors, 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 $1.9 million and $2.0 million for the three-months ended June 30, 2014 and 2013, respectively. Revenue recognized was $3.9 million and $4.4 million for the six-months ended June 30, 2014 and 2013, respectively.

The Company incurred termination costs to certain of its prior distributors amounting to $0.5 million and $2.0 million in aggregate for the three-months ended June 30, 2014 and 2013, respectively. The Company incurred termination costs to certain of its prior distributors amounting to $0.5 million and $10.3 million in aggregate for the six-months ended June 30, 2014 and 2013, respectively. Such termination costs have been expensed in full and are included in operating expenses for the three- and six-months ended June 30, 2014 and 2013.

10. COMMITMENTS AND CONTINGENCIES

The Company had purchase commitments aggregating approximately $32.8 million at June 30, 2014, 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 $70.6 million at June 30, 2014, which related primarily to sponsorships and other marketing activities.

The Company had operating lease commitments aggregating approximately $13.1 million at June 30, 2014, which related primarily to warehouse and office space.

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

Value Added Tax (“VAT”) – The Company sought guidance from Her Majesty’s Revenue & Customs (“HMRC”), the VAT taxing authority in the United Kingdom, to determine if the Company should have charged VAT in the United Kingdom on a portion of the Company’s sales beginning May 26, 2010. The Company received guidance from HMRC that confirmed the Company’s position of charging VAT beginning October 3, 2013, pursuant to a new agreement effective on this date. As a result, no VAT pass-through tax for the period beginning on May 26, 2010 through October 3, 2013 is due to HMRC. Furthermore, no tax penalties will be assessed by HMRC relating to this matter.

Legal Proceedings

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 parties attended a court ordered mediation on January 23, 2014. 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 dropped certain of the allegations set forth in the Consolidated Class Action Complaint and made 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 named Thomas J. Kelly as a defendant.

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(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 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, which the court denied, without prejudice, on January 17, 2014.

Following a mediation conducted by an independent mediator, the Company entered into a Stipulation of Settlement on April 16, 2014 that, if approved by the District Court, will resolve the litigation and result in the action being dismissed with prejudice. Preliminary approval hearings with respect to the proposed settlement were held on June 19, 2014 and July 21, 2014, and the District Court entered an Order granting preliminary approval of the settlement on July 29, 2014.

Under the terms of the proposed settlement, the Company has agreed that certain of its insurance carriers will pay $16.25 million into an escrow account for distribution to a proposed settlement class, certified by the District Court for settlement purposes only and consisting of all persons who purchased or otherwise acquired the Company’s stock during the Class Period. Excluded from the proposed settlement class are the Company’s officers and directors, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest, as well as any putative member of the settlement class who submits a valid and timely request for exclusion in the manner ultimately approved by the District Court. Under the proposed settlement, defendants and various of their related persons and entities will receive a full release of all claims that were or could have been brought in the action as well as all claims that arise out of, are based upon or relate to the allegations, transactions, facts, representations, omissions or other matters involved in the complaints filed in the action or any statement communicated to the public during the Class Period, and the purchase, acquisition or sale of the Company’s stock during the Class Period.

The proposed settlement contains no admission of any liability or wrongdoing on the part of the defendants, each of whom continues to deny all of the allegations against them and believes that the claims are without merit. Because the full amount of the proposed settlement will be paid by the Company’s insurance carriers, the settlement will not have an effect on the Company’s results of operations.

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. 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.

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 products to lower the caffeine content to safe levels”; (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.”

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

(i) The Company Action - 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 (the “Company Action”) in United States District Court for the Central District of California (the “Central District Court”), styled Monster Beverage Corp., et al. v. Dennis Herrera. The Company seeks a declaration from the Central District 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 Action, arguing in part that the complaint should be dismissed in light of the San Francisco Action (described below) filed on May 6, 2013. On August 22, 2013, the Central District Court granted in part and denied in part the City Attorney’s motion. On October 17, 2013 (after the San Francisco Action, described below, was remanded to San Francisco Superior Court), the City Attorney filed a renewed motion to dismiss the Company Action and on December 16, 2013, the Central District Court granted the City Attorney’s renewed motion, dismissing the Company Action. The Company filed a Notice of Appeal to the Ninth Circuit on December 18, 2013.

(ii) The San Francisco Action - 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, in San Francisco Superior Court (the “San Francisco Action”). 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 June 3, 2013, the Company removed the San Francisco Action to the United States District Court for the Northern District of California (the “Northern District Court”). On July 3, 2013, the City Attorney filed a motion to remand the San Francisco Action back to state court. On September 18, 2013, the Northern District Court granted the City Attorney’s motion to remand the San Francisco Action back to state court.

On January 15, 2014, the Company filed a demurrer to and motion to strike allegations in the complaint in the San Francisco Action. On March 5, 2014, the Court overruled the demurrer, granted the motion to strike as to one theory for relief pleaded by the City Attorney, and lifted the stay on discovery.

On March 20, 2014, the City Attorney filed an amended complaint, adding allegations supporting the theory for relief as to which the Court had granted the motion to strike. On April 18, 2014, the Company filed a renewed motion to strike, challenging the theory for relief previously rejected by the Court, as well as a motion asking the Court to bifurcate and/or stay claims relating to the safety of Monster Energy® drinks, pending resolution of the ongoing FDA investigation of the safety and labeling of food products to which caffeine is added. On May 22, 2014, the Court denied the Company’s motion to strike and motion to bifurcate and/or stay claims relating to safety. A case management conference is scheduled for August 27, 2014. Discovery is ongoing.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

11. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss by component, after tax, for the six-months ended June 30, 2014 are as follows:

	Currency Translation (Losses) Gains
Balance at December 31, 2013	$	(1,233)
Other comprehensive income before reclassifications	612
Amounts reclassified from accumulated other comprehensive loss	-
Net current-period other comprehensive income	612
Balance at June 30, 2014	$	(621)

12. TREASURY STOCK PURCHASE

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”). During the six-months ended June 30, 2014, no shares of common stock were purchased under the April 2013 Repurchase Plan. During the year ended December 31, 2013, the Company purchased 0.951 million shares of common stock at an average purchase price of $56.98 per share for a total amount of $54.2 million (excluding broker commissions) under the April 2013 Repurchase Plan.

During the three- and six-months ended June 30, 2014, 586 shares and 867 shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $0.04 million and $0.06 million, respectively. 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.

13. STOCK-BASED COMPENSATION

The Company has two stock-based compensation plans under which shares were available for grant at June 30, 2014: 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 $8.1 million and $7.4 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, 2014 and 2013, respectively. The Company recorded $15.1 million and $14.4 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, 2014 and 2013, 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, 2014 and 2013 was $0.7 million and $28.7 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, 2014 and 2013 was $3.3 million and $28.9 million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stock Options

Under the Company’s stock-based compensation plans, all stock options granted as of June 30, 2014 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,
	2014	2013	2014	2013
Dividend yield	0.0 %	0.0 %	0.0 %	0.0 %
Expected volatility	37.4 %	48.1 %	42.4 %	47.9 %
Risk-free interest rate	1.6 %	1.0 %	1.6 %	0.9 %
Expected term	5.6 years	6.1 years	5.9 years	5.7 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.

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

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, 2014	12,973	$	15.70	3.7	$	675,595
Granted 01/01/14 - 03/31/14	689	$	70.06
Granted 04/01/14 - 06/30/14	99	$	69.16
Exercised	(317)	$	24.30
Cancelled or forfeited	(62)	$	45.18
Outstanding at June 30, 2014	13,382	$	18.55	3.6	$	702,248
Vested and expected to vest in the future at June 30, 2014	12,918	$	17.22	3.4	$	695,088
Exercisable at June 30, 2014	10,531	$	10.15	2.3	$	641,150

The weighted-average grant-date fair value of options granted during the three-months ended June 30, 2014 and 2013 was $25.71 per share and $25.16 per share, respectively. The weighted-average grant-date fair value of options granted during the six-months ended June 30, 2014 and 2013 was $29.35 per share and $22.44 per share, respectively. The total intrinsic value of options exercised during the three-months ended June 30, 2014 and 2013 was $3.7 million and $81.0 million, respectively. The total intrinsic value of options exercised during the six-months ended June 30, 2014 and 2013 was $15.1 million and $84.2 million, respectively.

Cash received from option exercises under all plans for the three-months ended June 30, 2014 and 2013 was approximately $2.0 million and $13.9 million, respectively. Cash received from option exercises under all plans for the six-months ended June 30, 2014 and 2013 was approximately $7.7 million and $16.3 million, respectively.

At June 30, 2014, there was $52.4 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 2.7 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.

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(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, 2014	391	$	49.27
Granted 01/01/14 - 03/31/14	-	$	-
Granted 04/01/14 - 06/30/14	10	$	69.00
Vested	(39)	$	53.98
Forfeited/cancelled	(8)	$	53.34
Non-vested at June 30, 2014	354	$	49.23

The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the three-months ended June 30, 2014 and 2013 was $69.00 and $54.64 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, 2014 and 2013 was $69.00 and $53.25 per share, respectively. As of June 30, 2014, 0.3 million of restricted stock units and restricted stock awards are expected to vest over their respective terms.

At June 30, 2014, total unrecognized compensation expense relating to non-vested restricted stock awards and non-vested restricted stock units was $8.8 million, which is expected to be recognized over a weighted-average period of 1.4 years.

14. 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, 2014:

	Gross Unrecognized Tax Benefits
Balance at December 31, 2013	$	935
Additions for tax positions related to the current year	-
Additions for tax positions related to the prior year	-
Decreases related to settlement with taxing authority	-
Balance at June 30, 2014	$	935

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, 2014, 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.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state and foreign jurisdictions.

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

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 2012 U.S. federal income tax return is subject to IRS examination. State income tax returns are subject to examination for the 2009 through 2012 tax years.

15. 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,
	2014	2013	2014	2013
Weighted-average shares outstanding:
Basic	167,098	166,447	167,006	165,988
Dilutive securities	6,866	6,903	6,863	7,004
Diluted	173,964	173,350	173,869	172,992

For the three-months ended June 30, 2014 and 2013, options and awards outstanding totaling 1.2 million shares and 1.3 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive. For the six-months ended June 30, 2014 and 2013, options and awards outstanding totaling 0.9 million shares and 1.1 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.

16. SEGMENT INFORMATION

The Company has two operating and 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.”

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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, 2014
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	660,105	$	27,095	$	-	$	687,200
Contribution margin*	256,147		1,320		-		257,467
Corporate and unallocated expenses	-		-		(41,654)		(41,654)
Operating income							215,813
Other income (expense)	272		-		(94)		178
Income before provision for income taxes							215,991
Depreciation and amortization	(5,018)		(82)		(1,444)		(6,544)

	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)		(64)		(615)		(5,277)

*Contribution margin is defined as gross profit less certain operating expenses deemed by management to be directly attributable to the respective reportable segment. Contribution margin is used by management as a key indicator of reportable segment profitability.

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 $41.7 million for the three-months ended June 30, 2014 and included $21.6 million of payroll costs, of which $8.1 million was attributable to stock-based compensation expense (see Note 13, “Stock-Based Compensation”), $15.3 million of professional service expenses, including accounting and legal costs and $4.8 million of other operating expenses. 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 13, “Stock-Based Compensation”), $9.3 million of professional service expenses, including accounting and legal costs and $6.0 million of other operating expenses.

Coca-Cola Refreshments USA Inc. (“CCR”), a customer of the DSD segment, accounted for approximately 28% and 29% of the Company’s net sales for the three-months ended June 30, 2014 and 2013, respectively.

Net sales to customers outside the United States amounted to $148.4 million and $127.6 million for the three-months ended June 30, 2014 and 2013, respectively.

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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:

	Six-Months Ended June 30, 2014
	DSD		Warehouse		Corporate and Unallocated		Total
Net sales	$	1,174,460	$	48,869	$	-	$	1,223,329
Contribution margin*	442,615		1,616		-		444,231
Corporate and unallocated expenses	-		-		(79,554)		(79,554)
Operating income							364,677
Other income (expense)	298		-		34		332
Income before provision for income taxes							365,009
Depreciation and amortization	(9,962)		(163)		(2,870)		(12,995)

	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)		(123)		(1,195)

Part I.	FINANCIAL INFORMATION	Page No.

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	3

	Condensed Consolidated Statements of Income for the Three- and Six-Months Ended June 30, 2014 and 2013	4

	Condensed Consolidated Statements of Comprehensive Income for the Three- and Six-Months Ended June 30, 2014 and 2013	5

	Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 30, 2014 and 2013	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	45

Item 4.	Controls and Procedures	45

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	46

	Signatures	47