MNSTMonster Beverage

Where a filing person elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders.

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See Instruction 6 to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov. Please revise your disclosure to include the information required by Item 1010(c) of Regulation M-A and disseminate the amended disclosure as required by Exchange Act Rule 13e-4(e)(3). In addition, we note that the Schedule TO indicates that Item 10(b) is "not applicable." If such reference is intended to indicate that the disclosure described in Item 1010(b) of Regulation M-A is not applicable, please include in your response letter an explanation as to why the Company believes that pro forma information is not material to a shareholder's investment decision whether to tender shares in the Offer.

As disclosed in the Schedule

TO Amendment, on May 29, 2024, the Company announced the waiver of the financing condition to which the offer was previously subject and, therefore, the Company amended the offer to remove such financing condition. The Company notes that Instruction 2 to Item 10 of Schedule

TO indicates that financial statements are not considered material to a holder’s decision whether to sell, tender or hold the securities sought in a tender offer if (i) the consideration offered consists solely of cash, (ii) there is no financing condition to the offer and

(iii) the offeror

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is a public reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR. All three of the conditions in Instruction 2 to Item 10 are now satisfied with respect to the tender offer and, therefore, the Company does not believe the pro forma financial information is material to a holder’s decision whether to sell, tender or hold the securities the tender offer.

* * *

The Company believes that the information contained in this letter is responsive to the Comment Letter.

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Refer to the following condition on page 34 of the Offer to Purchase: “[A]ny change, condition, event or development . . . [that] is discovered or is threatened relating to (1) general political, market, economic, financial or industry conditions in the United States or (2) our business, general affairs, management, financial position . .

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., which in our reasonable judgment is or may be materially adverse to us or otherwise makes it inadvisable for us to proceed with the Offer.” A tender offer may be conditioned on a variety of events and circumstances provided that they are not within the direct or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023). Please revise this condition so that it is objectively determinable and outside of the Company’s control.

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Please disclose the existence of any alternative financing plans or arrangements in the event that the Company does not have the necessary funds to pay the offer consideration and related fees and expenses. If there are none, so state. See General Instruction E to Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.

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We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Perry Hindin at 202- 551-3444.

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We note your response to prior comment 1 in our letter dated May 13, 2024. Given that the Company will incur up to an additional $1 billion in debt and related interest expense and reduce shares outstanding by repurchasing up to approximately 5.4% of the Company's outstanding shares in the Offer, it appears that pro forma financial information is material to a shareholder's investment decision whether to tender

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shares in the Offer. Please revise to include the pro forma financial information required by Item 10 of Schedule TO and Item 1010(b) of Regulation M-A, or otherwise advise.

No reply letter found.

You disclose here, and in your quarterly filing, that inflation has negatively impacted your results of operations, leading to increased cost of sales and operating expenses. In future filings, please quantify and disclose the impact of the inflationary pressures you are experiencing on cost of sales, gross margins and operating expenses.

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For example, based on the material decline in gross profit as a percentage of net sales from 56.1% for the year ended December 31, 2021 to 50.3% for the year ended December 31, 2022, specifically quantify the impacts of increased freight rates and fuel costs, including costs relating to the importation of aluminum cans, increased ingredient and other input costs, including secondary packaging materials, increased aluminum can costs attributable to higher aluminum commodity pricing, increased co-packing fees, production inefficiencies, and geographical sales mix.

In response to the

Staff’s comment, the Company advises the Staff that, in future filings, if applicable, the Company will quantify and disclose, to the extent possible, the impact of inflationary pressures on the Company’s cost of sales, gross margins and operating expenses. Read in the reply ↗

We note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.

In response to the

Staff’s comment, the Company advises the Staff that the Company considered the Commission’s disclosure rules related to climate change and the Commission’s interpretive guidance from February 8, 2010 in preparing the Company’s 2020 Form 10-K, as reflected therein. The Company’s 2020 Form 10-K was filed with the Commission on March 1, 2021, whereas the Company’s first ever Sustainability Report (the “Sustainability Report”), was not completed and not published on the Company’s website until August 6, 2021.

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Most of the climate-related information included in the Sustainability Report, such as global energy consumption and greenhouse gas emissions, was not available at the time of the filing of the 2020 Form 10-K. The Company’s subsequent obtaining of information for, and publication of, the Sustainability Report, did not affect the Company’s view that the

2020 Form 10-K complied with the requirements of such Form and did not omit any climate-related disclosure material to investors in the context of such requirements.

As indicated in the Sustainability Report, certain information included in the Sustainability Report is based upon the sustainability and reporting framework of the Sustainability Accounting Standards Board (SASB) for the Non-Alcoholic Beverages industry of the Food and Beverage sector. Accordingly, the information included in the Sustainability Report was not based on disclosure requirements for an Annual Report on Form 10-K, and inclusion of information in the Sustainability Report is not an indication that, nor as indicated above does the Company believe that, such information is material to investors in the context of, or required to be disclosed in the 2020 Form 10-K.

The Company acknowledges the Staff’s comment and in future filings, as applicable, will continue to consider disclosure in its periodic reports of additional climate-related information included in its sustainability reports.

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Your CSR report and filing refer to certain climate-related projects. If material, please quantify past and/or future capital expenditures for climate-related projects.

In response to the

Staff’s comment, the Company advises the Staff that the Company has had no material capital expenditures for climate-related projects for the periods covered in the 2020 Form 10-K and through the date of this letter. Future capital expenditures for climate-related projects referred to in the Sustainability Report are also not expected to be material.

the Staff’s comment and in future filings, if applicable and material, will quantify capital expenditures for climate-related projects. Read in the reply ↗

To the extent applicable and if material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

In response to the

Staff’s comment, the Company advises the Staff that the Company has, through the date of this letter, not purchased or sold any carbon credits or offsets.

the Staff’s comment and in future filings, to the extent applicable and if material, will disclose the purchase and sale of carbon credits or offsets and any material effects on the Company’s business, financial condition and results of operations. Read in the reply ↗

We note from your response to prior comment 2 that you have had no material capital expenditures for climate-related projects for the periods covered in the 2020 Form 10-K and that future capital expenditures for climate-related projects are not expected to be material.

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Please tell us about your capital expenditures for climate-related projects and provide us with additional detail supporting your statements regarding materiality, including quantitative information.

In response to the Staff’s comment, the Company advises the Staff that the 2020 Form 10-K disclosed that the Company does not operate its own manufacturing facilities for finished goods, but instead outsources the manufacturing process to third-party bottlers and contract packers situated throughout the United States and abroad.

Capital expenditures for climate-related projects for all of the periods covered in the 2020 Form 10-K in aggregate were approximately $5.5 million, representing approximately 0.12% of 2020 net sales, 0.39 % of 2020 net income and 0.09% of total assets at December

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31, 2020. Such climate-related projects included improvements related to LEED Gold certification for our corporate headquarters in Corona, California; incremental costs of purchasing ENERGY STAR certified coolers; and installing electric vehicle charging stations at our office in Uxbridge, United Kingdom.

for currently planned climate-related projects are estimated to be similar to our prior climate-related capital expenditures on a percentage basis. We currently estimate climate-related capital expenditures in aggregate through 2023 of approximately $9.3 million, which would represent approximately 0.20% of 2020 net sales, 0.66% of 2020 net income and 0.15% of total assets at December 31, 2020. Such climate-related projects include solar panels on the roof of our corporate headquarters in Corona, California and our warehouse in Rialto, California;

additional electric vehicle charging stations at various locations; refillable water stations throughout the corporate headquarters; and

LEED certification related features at our new facility in San Fernando, California.

Based on the above information, the Company advised the Staff that the Company has had no material capital expenditures for climate-related projects for the periods covered in the 2020 Form 10-K and that future capital expenditures for climate-related projects are not expected to be material.

However, future business opportunities or circumstances may cause a change in the Company’s estimate of capital expenditures for climate-related projects.

As stated in the

Company’s previous response letter dated October 5, 2021, the Company acknowledges the Staff’s comment and in future filings, if applicable and material, will quantify capital expenditures for climate-related projects.

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We refer to your presentation of Gross Sales and note it is not a measure recognized under GAAP. Please help us understand: • What Gross Sales represents. For example, tell us if this amount represents: the amount invoiced to your customers, the full retail price of your products, or some other value; • How you considered Item 10(e) of Regulation S-K and Regulation G; • How you analyze trends in the level of

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Promotional and Other Allowances, aside from the amount as percentage of gross sales as disclosed in your filing; and • How Gross Sales is useful to investors given that gross sales may not be realized in the form of cash receipts due to the allowances given to your bottlers/distributors or retail customers.

Gross Sales represents the recognition of deferred revenue and amounts invoiced to customers net of cash discounts and returns. In future filings, beginning with the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2020, anticipated to be filed with the Commission in November 2020, the Company will, where applicable, revise the disclosure as follows:

**Gross Sales represents the recognition of deferred revenue and amounts invoiced to customers net of cash discounts and returns.

The Company has considered both Item 10(e) of Regulation S-K and Regulation G in the

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Company’s presentation of Gross Sales. With respect to Item 10(e) of Regulation S-K, the Company includes: (i) a presentation, with equal or greater prominence, of Net Sales (the most directly comparable GAAP financial measure) beginning on page 44 of the Form 10-K; (ii) a reconciliation of Gross Sales with Net Sales in a table on page 50 of the Form 10-K; and (iii) a footnote on pages 49-50 of the 10-K disclosing why the Company’s management believes the presentation of Gross Sales provides useful information to investors regarding the Company’s financial condition and results of operations. With respect to Regulation G, the Company includes (i) a presentation of Net Sales, the most directly comparable financial measure calculated and presented in accordance with GAAP, beginning on page 44 of the Form 10-K; and (ii) a reconciliation of Gross Sales with Net Sales in a table on page 50 of the Form 10-K. The Company will continue to ensure that the Company’s presentation of Gross Sales complies with all applicable provisions of Item 10(e) of Regulation S-K and Regulation G.

The Company primarily analyzes trends in Promotional and Other Allowances as a percentage of Gross Sales as disclosed on page 49 of the Form 10-K. In addition, the Company analyzes trends on a per unit case volume basis. (Unit case volume is defined on page 50 of the Form 10-K.) For each of the foregoing, the Company compares historical trends from year to year, quarter to quarter, and month to month.

Although Gross Sales may not be realized in the form of cash receipts, we believe that Gross Sales is useful to investors because, as described in the footnote on pages 49-50 of the Form 10-K, Gross Sales allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues, such as the timing of certain promotional programs. In addition, the presentation of Gross Sales with a reconciliation to Net Sales discloses the level of promotional spend incurred by the Company. The reconciliation of Gross Sales with Net Sales in a table on page 50 of the Form 10-K provides investors with the information necessary to understand the amount of Gross Sales that will be realized in the form of cash receipts, namely Net Sales.

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We have carefully considered your response to prior comment 1 and your revised disclosures that “gross sales” represent the recognition of deferred revenue and amounts invoiced to customers, net of cash discounts and returns. Based on this clarification, it appears that “gross sales” is more akin to a billings-type metric.

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Accordingly, please revise the title of this metric so as not to imply that it represents GAAP sales or revenue and comply with the metrics guidance set forth in SEC Release No. 33-10751. Please also clarify for us how the amount of deferred revenue included in Gross Sales is determined. In your response, please include your proposed revisions, including your discussion of this metric in MD&A.

, please include your proposed revisions, including your discussion of this metric in MD&A.

Response:

In future filings, where applicable, the Company will revise the title of Gross Sales to “Adjusted Billings” so as not to imply that it represents GAAP sales or revenue and to comply with the metrics guidance set forth in SEC Release No.

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33-10751.

The amount of deferred revenue included in Gross Sales (to be titled Adjusted Billings in future filings) represents payments received from certain bottlers/distributors at inception of their distribution contracts or at the inception of certain sales/marketing programs and are accounted for as deferred revenue. Amounts received are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years, or through completion of the sales/marketing program.

In future filings, the disclosure of Adjusted Billings in MD&A will be as follows (using the description of the metric for year-ended numbers as a model):

Overview

Key Business Metrics

We use certain key metrics and financial measures not prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) to evaluate and manage our business. For a further discussion of how we use key metrics and certain non-GAAP financial measures, see “Non-GAAP Financial Measures and Other Key Metrics”.

Non-GAAP

Financial Measures and Other Key Metrics

Year Ended December

31, _____ Compared to the Year Ended December 31, ____.

Adjusted Billings**. Adjusted billings were $___ billion for the year ended December 31, ____, an increase of approximately $___ million, or ___% higher than

Adjusted billings of $___ billion for the year ended December 31, ____. We do not believe that the COVID-19 pandemic had a material adverse impact on our Adjusted billings for the year ended December 31, ____, other than in EMEA, where an adverse impact was experienced. Net changes in foreign currency exchange rates had an [unfavorable] impact on Adjusted billings of approximately

$___ million for the year ended December 31, ____.

Adjusted billings for our Monster

Energy® Drinks segment were $___ billion for the year ended December 31, ____, an increase of approximately $___ million, or

___% higher than Adjusted billings of $___ billion for the year ended December 31, ____. [Adjusted billings for the Monster Energy®

Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks and increased sales by volume for our Reign Total Body Fuel® high performance energy drinks, both as a result of increased consumer demand.] Net changes in foreign currency exchange rates had an [unfavorable] impact on Adjusted billings for the Monster Energy®

Drinks segment of approximately $___ million for the year ended December 31, ____.

Adjusted billings for our Strategic

Brands segment were $___ million for the year ended December 31, ____, an increase of $___ million, or ___% higher than Adjusted billings of $___ million for the year ended December 31, ____. Net changes in foreign currency exchange rates had an [unfavorable] impact on Adjusted billings in the Strategic Brands segment of approximately $___ million for the year ended December 31, ____.

Adjusted billings for our Other segment were $___ million for the year ended December 31, ____, an [increase] of $___ million, or ___% [higher] than Adjusted billings of $___ million for the year ended December 31, ____.

Promotional allowances, commissions and other expenses, as described in the footnote below, were $___ million for the year ended December 31, ____, an increase of

$___ million, or ___% [higher] than promotional allowances, commissions and other expenses of $___ million for the year ended December

31, ____. Promotional allowances, commissions and other expenses as a percentage of Adjusted billings [increased] to ___% from

___% for the year ended December 31, ____ and 2019, respectively.

Amounts received from certain bottlers/distributors at inception of their distribution contracts or at the inception of certain sales/marketing programs are accounted for as deferred revenue and are recognized as revenue ratably over the anticipated life of the respective distribution contract, generally 20 years, or through completion of the sales/marketing program. Revenue recognized was $___ million and $___ million for the years ended December 31, and , respectively.

**Adjusted

Billings (titled Gross Sales in prior filings) represent amounts invoiced to customers net of cash discounts and returns as well as the recognition of deferred revenue. Adjusted billings are 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 is useful to investors in evaluating overall Company performance. The use of adjusted billings allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues, such as the timing of certain promotional programs. We therefore believe that the presentation of adjusted billings provides a useful measure of our operating performance.

The use of adjusted billings 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, adjusted billings may not be comparable to similarly titled measures used by other companies, as adjusted billings has been defined by our internal reporting practices. In addition, adjusted billings may not be realized in the form of cash receipts as promotional payments and allowances may be deducted from payments received from certain customers.

The key metric “Adjusted

Billings” is presented in the following table:

(In thousands)

Year Ended

December 31,

Percentage

Change

[ ]

[ ] vs. [ ]

Adjusted Billings

$

-

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We note the amount of segment contribution margin disclosed in your results of operations equals the amounts reported as segment operating income at Note 18, Segment Information. Please revise to define segment contribution margin and clarify if true, that segment contribution margin and segment operating income are the same measures of segment performance.

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Alternatively, revise your disclosure in MD&A to discuss the segment performance measures disclosed in Note 18. Notes to Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies

In response to the Staff’s comment, the Company advises the Staff that segment contribution margin and segment operating income are the same measures of segment performance. In the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Commission on May 10, 2018 (“Form 10-Q”), operating income was consistently used as a measure of segment performance in both the footnotes to the condensed consolidated financial statements as well as in MD&A.

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In future filings, where applicable, the Company will consistently refer to segment operating income as a measure of segment performance.

Notes to Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies

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Please disclose whether you allocate a portion of your payroll costs and depreciation and amortization to cost of sales. Refer to ASC 330-10-30-1 through 30-8. In this regard, please refer to your letter dated April 13, 2017 in response to comment 1 of our letter dated March 31, 2017.

In response to the Staff’s comment, the Company advises the Staff that a portion of its payroll costs, depreciation and amortization related to the direct manufacture of certain flavors by American Fruits & Flavors LLC, a subsidiary of the Company, is allocated to cost of sales.

The Company advises the Staff that the Company inadvertently did not update its Form 10-K as indicated in the Company’s letter dated April 13, 2017 (response to comment 1).

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In future filings, where applicable, the Company will revise the disclosure of significant accounting policies set forth in the notes to the Company’s financial statements. Below is an example of our proposed revised disclosure:

Cost of Sales — Cost of sales consists of the costs of concentrates and/or beverage bases, the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products and certain quality control costs. In addition, the Company includes certain costs such as depreciation, amortization and payroll costs that relate to the direct manufacture by the Company of certain flavors. Raw materials account for the largest portion of the cost of sales. Raw materials include cans, bottles, other containers, flavors, ingredients and packaging materials.

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We note you present gross sales as a non-GAAP measure for the fourth quarter and year ended December 31, 2017. Please provide the quantitative reconciliations of your non- GAAP measures to the most directly comparable GAAP measures as required by Item 10(e)(i) of Regulation S-K or tell us why this guidance does not apply to you. Please revise or advise.

In response to the Staff’s comment, the Company advises the Staff that both its Form 10-K and Form 10-Q included a quantitative reconciliation of gross sales (a non-GAAP measure) to net sales (the most directly comparable GAAP measure) under the heading “Non-GAAP Financial Measures.”

The Company acknowledges the Staff’s comment with respect to press releases and will include quantitative reconciliations in future press releases which contain non GAAP financial measures.

As requested by the Staff, the following table reconciles the non-GAAP financial measure of gross sales with the most

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directly comparable GAAP financial measure of net sales for the threeand twelve-months ended:

Three-Months Ended

December 31,

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Organization and Summary of Significant Accounting Policies Cost of Sales, page 84 1. Please disclose, if true, that you allocate a portion of your payroll costs and depreciation and amortization to cost of sales. If such an allocation is not made, please tell us why not. Refer to ASC 330-10-30-1 through 30-8.

In response to the Staff’s comment, the Company advises the Staff that a portion of its payroll costs, depreciation and amortization related to the direct manufacture of certain flavors by American Fruits & Flavors LLC, a subsidiary of the Company, is allocated to cost of sales.

In future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, anticipated to be filed with the Commission in May 2017, where applicable, the Company will revise the disclosure of significant accounting policies set forth in the notes to the Company’s financial

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statements. Below is an example of our proposed revised disclosure:

Cost of Sales — Cost of sales consists of the costs of concentrates and/or beverage bases, the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products and certain quality control costs. In addition, the Company includes certain costs such as depreciation, amortization and payroll costs that relate to the direct manufacture by the Company of certain flavors. Raw materials account for the largest portion of the cost of sales. Raw materials include cans, bottles, other containers, flavors, ingredients and packaging materials.

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You state that you are in the process of evaluating the impact that the amended revenue recognition guidance in Topic 606 will have on your consolidated financial statements. Please revise to provide qualitative financial statement disclosures of the potential impact that this standard will have on your financial statements when adopted.

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In this regard, include a description of the effects of the accounting policies that you expect to apply, if determined, and a comparison to your current revenue recognition policies. Describe the status of your process to implement the new standard and the significant implementation matters yet to be addressed. In addition, to the extent that you determine the quantitative impact that adoption of Topic 606 is expected to have on your financial statements, please also disclose such amounts. Please refer to ASC 250-10-S99-6 and SAB Topic 11.M.

In response to the Staff’s comment, the Company advises the Staff that it is in the very early stages of evaluating the amended revenue recognition guidance in Topic 606. The evaluation has yet to progress to a stage where there is sufficient information for a preliminary position of the impact on the Company’s consolidated financial statements.

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Therefore, the Company is unable at this time to provide (i) qualitative financial statement disclosures of the potential impact that this standard will have on its financial statements when adopted, (ii) a description of the effects of the accounting policies it expects to apply, (iii) a comparison to its current revenue recognition policies and (iv) a method for adoption.

In future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, anticipated to be filed with the Commission in May 2017, the Company will continue to update both its progress in evaluating the amended revenue recognition guidance in Topic 606 and, when attained, its preliminary estimate of the impact on the Company’s consolidated financial statements.

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Please make arrangements with your auditors to obtain a new consent referencing their March 1, 2017 reports appearing in this Form 10-K, as opposed to the February 29, 2016 reports currently mentioned. Please file the new consent in a manner that results in its inclusion or incorporation by reference into the filings to which the consent relates.

In response to the Staff’s comment, the Company has obtained a revised auditor’s consent that references the current year audit report dated March 1, 2017 and has filed a Form 10-K/A with the revised Exhibit 23.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any further questions or need any additional information, please feel free to contact the undersigned at (951) 739-6200 at your convenience. Read in the reply ↗

We note that you present gross sales less promotional and other allowance figures at the top of your full GAAP income statements on page 48. In addition, you present and discuss gross sales, a non-GAAP measure, prior to the presentation and discussion of net sales, the most comparable GAAP measure, in your selected financial data on page 40 and in your discussion on page 49.

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Furthermore, it appears that you reconcile gross sales, the non-GAAP measure, to net sales, the most directly comparable GAAP measure, by presenting this reconciliation in a full non-GAAP income statement which is generally not considered appropriate as it may attach undue prominence to the non-GAAP measure, gross sales. Please revise future filings to present and discuss the GAAP measure net sales, more prominently than the non-GAAP measure, gross sales. In addition, any reconciliation of the two measures should not be included on your full income statement as this may result in presentation of a full non-GAAP income statement. Refer to the guidance outlined in Item 10(e) of Regulation S-K and Question 102.10 of Staff’s

In response to the Staff’s comment, the Company advises the Staff that in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, anticipated to be filed with the Commission in May 2015, where applicable, it will revise disclosure to present and discuss the GAAP measure “net sales” more prominently than the non-GAAP measure “gross sales”, and will not include a reconciliation of the two measures on its full income statement. Read in the reply ↗

We note from your discussion on page 49 that promotional and other allowances have increased $22.1 million from the prior year to $362.2 million for the year ended December 31, 2014. Please provide us a draft disclosure to be included in future filings to describe your promotional and other allowance activities and to discuss what factors or circumstances drive these promotional spending levels that ultimately

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impact your net sales.

In response to the Staff’s comment, the Company notes that it describes promotional and other allowance activities in the footnote to the results of Operations table on page 49 of the Form 10-K. The Company further notes that although promotional and other allowances increased in absolute dollars, promotional and other allowances as a percentage of gross sales decreased to 12.8% from 13.1% for the year ended December 31, 2014 and 2013, respectively, as disclosed in the Gross Sales paragraph on page 49 of the Form 10-K.

In future filings, beginning with the Company’s Quarterly Report on Form

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10-Q for the quarter ended March 31, 2015, anticipated to be filed with the Commission in May 2015, the Company will supplement its disclosure regarding factors driving its promotional spending levels. An example of such supplementary disclosure for the year ended December 31, 2014 is as follows:

“The primary drivers of our promotional and other allowance activities for the years ended December 31, 2014 and 2013, were (i) to increase sales volume and trial, (ii) to address market conditions, and (iii) to secure shelf and display space at retail.”

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Your discussion and analysis of cash flows provided by operating, investing and financing activities merely recites the numerical information presented in the consolidated statements of cash flows. Please provide us with, and confirm to us that you will provide in future filings, a robust discussion and analysis of your operating, investing and financing cash flows to address material changes in these cash flows and

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the underlying drivers of these cash flows. Refer to FRC 501.13b for additional guidance.

In response to the Staff’s comment, the Company notes that in future periodic reports beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, anticipated to be filed with the Commission in May 2015, the Company will supplement its disclosure regarding cash flows with disclosure similar to the following:

“Cash flows provided by operating activities — We generated $585.6 million, $342.0 million and $287.7 million of cash flows from operations for the years ended December 31, 2014, 2013 and 2012, respectively.

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The increase of $243.6 million in cash flows from operations in 2014 as compared to 2013 was primarily the result of the increase in net income, a decrease in inventories, as well as the timing of receipts and payments of working capital. The increase of $54.3 million in cash flows from operations in 2013 as compared to 2012 was primarily due to the timing of receipts and payments of working capital.

Cash flows (used in) provided by investing activities — We used $440.4 million and $339.8 million of cash flows for the years ended December 31, 2014 and 2013, respectively. The increase in cash flows used in investing activities of $100.6 million from 2014 as compared to 2013 was primarily the result of the increase in our short-term investments due to the overall increase in cash provided by operations. In 2012, cash flow provided by investments was $271.8 million, as a portion of our investments were sold in order to repurchase our common stock.

Cash flows provided by (used in) financing activities — We generated $19.3 million of cash flows for the year ended December 31, 2014 and used $17.9 million and $699.1 million of cash flows for the years ended December 31, 2013 and 2012, respectively. The cash used in both 2013 and 2012 was primarily related to repurchases of our common stock.”

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We note from your disclosures on pages 46 and 47 of Amendment No. 1 to Form S-4 filed on March 12, 2015 by New Laser Corporation that you will incur $280 million of termination expense to certain distributors terminated as part of the expanded US distribution rights transferred to TCCC’s distribution network.

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You further disclose in that filing that the amount of distributor termination expenses have been estimated, taking into account your contractual obligations under the termination provisions of the applicable distribution agreements. Please clarify why your contractual obligation for the aggregate amount of $280 million is not presented in your contractual obligations table on page 57 or discussed in a footnote to the table.

In response to the Staff’s comment, the Company notes that the contractual obligations table and footnotes represent a summary of the Company’s known contractual commitments as of the end of its fiscal year ended December 31, 2014, as required by 303(a)(5) of Regulation S-K. Per ASC No. 420, the Company expenses distributor termination costs in the period in which the written notification of termination occurs. The Company began sending notices of termination to certain of its third-party distributors on February 9, 2015.

Rest of the answer

Accordingly, no contractual obligations were incurred as of the 2014 fiscal year end and were not included in the contractual obligations table presented in the Form 10-K. However, the Company disclosed the pending distribution transitions on pages 22, 44 and 96 of the Form 10-K.

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Please revise the notes to your financial statements in future filings to disclose the nature and significant terms of the milestones that must be achieved for the $625 million of cash payments from TCCC that will be placed in escrow as part to the TCCC transactions, to be released from escrow following completion of the transactions.

Rest of the question

Your revised disclosure should also explain why you believe collection of the full $625 million is probable. 10. Commitments and Contingencies, page 97

In response to the Staff’s comment, the Company advises the Staff that in future filings beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, anticipated to be filed with the Commission in May 2015, where applicable, it will revise the disclosure set forth in the notes to the Company’s financial statements to address the nature and significant terms of the milestones that must be achieved for the $625 million escrow (or the remaining amount then in escrow as of the applicable filing) to be released, following completion of the TCCC transactions.

Rest of the answer

In addition, the Company will explain why it believes collection of the then-applicable escrow amount is probable.

10. Commitments and Contingencies, page 97

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We note from your disclosure on page 101 that you evaluate on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued, if any, or in the amount of any related insurance reimbursements recorded.

Rest of the question

Please clarify why you do not disclose an estimated range of reasonably possible loss in excess of amounts accrued for the pending litigation you describe on pages 98 through 101. To the extent that you cannot estimate a range of additional loss, please disclose in future filings that such amount cannot be estimated and supplementally (1) describe for us the procedures you undertake on a quarterly basis to attempt to develop a range of reasonable possible loss for disclosure and (2) tell us, for each material matter, what specific factors are causing your inability to provide an estimate and when you expect those factors to be alleviated. Refer to ASC 450-20-50-3 and 50-4.

In response to the Staff’s comment, the Company advises the Staff that as part of the quarterly closing process, the Company’s legal department prepares a summary status report of all outstanding, pending and threatened litigation. This report is prepared taking into consideration the advice received from outside legal counsel representing or advising the Company in connection with the matters.

Rest of the answer

The summary is reviewed by the Company’s financial reporting team and is used as the primary basis (1) to determine whether any accruals are necessary under the provisions of ASC 450-20-25, 20-30, and 20-50-3 and 4, and (2) to determine the appropriate disclosures in the notes to the consolidated financial statements and in the Company’s Form 10-K in response to the requirements of Item 103 of Regulation S-K. Specifically, the summary is used to determine whether any of the pending or threatened matters would result in a loss that is (1) “probable” and “estimable,” or (2) “reasonably possible” in excess of the amounts already accrued and included in the consolidated financial statements.

With respect to matters for which a loss is deemed probable or reasonably possible, the Company’s legal department, in consultation with the Company’s finance department, makes a determination as to whether the possible loss or range of loss is reasonably estimable. Such determinations are made on a case-by-case basis considering factors such as: the nature of the claim and proceeding; the progress and procedural status of the claim (including any rulings on the merits or determinations of liability); whether the claim is an individual claim or an alleged class action, the extent of discovery; whether the damages sought have been specified, relevant precedent; the Company’s prior experience with respect to similar claims and theories of liability asserted; information obtained during settlement discussions and the Company’s defenses and counterclaims.

Significant management judgment is required to determine both the probability and estimated amount of a possible loss or range of loss. If a loss is determined to be probable and estimable, an accrual for such estimate is recorded. For matters for which the possible loss or range of loss is reasonably estimable, the Company discloses the estimated possible losses or range of estimated possible losses on an aggregate basis. For each disclosed matter for which the Company cannot reasonably estimate the possible loss or range of loss in excess of accrued amounts, the Company will disclose the fact that the possible loss cannot be estimated.

The Company advises that no possible range of loss is disclosed in connection with the Fournier action, as the Company believes an award for damages is not estimable, is remote and, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations.

The Company advises that no possible range of loss is disclosed in connection with the Consolidated Class Action Complaint, as the Company disclosed in the Form 10-K that such action has settled and additionally disclosed the amount paid to settle the action and that such payment was made entirely by certain of the Company’s insurance carriers.

The Company advises that, based on information available at the time it filed the Form 10-K, no evaluation of the likelihood of an unfavorable outcome or range of potential loss can be expressed regarding the State Attorney General Inquiry or the San Francisco City Attorney Litigation. As described in the disclosure, the State Attorney General Inquiry and the San Francisco City Attorney Litigation remain in their early stages and have not progressed to a point where an adverse outcome is deemed probable or the Company is capable of estimating an associated reasonably possible range of loss. In future filings, if applicable, assuming such matters have not progressed, the Company will revise the disclosures to include the following:

“The actions or investigations described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.”

The Company will continue to monitor the status of these cases in light of ASC 450-20-50-4 and update our disclosures as appropriate.

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The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any further questions or need any additional information, please feel free to contact the undersigned at (951) 739-6200 at your convenience.

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Please disclose the following in future filings:  The amount of cash, cash equivalents and short-term investments held by foreign subsidiaries as compared to your total amount of cash, cash equivalents and short-term investments;  You would be required to accrue and pay taxes to repatriate these funds; and  You do not intend to repatriate them, if true. Please provide us with your proposed disclosure.

In response to the Staff’s comment, the Company advises the Staff that in future filings, if applicable, it will disclose (i) the amount of cash, cash equivalents and short-term investments held by its foreign subsidiaries as compared to its total amounts of cash, cash equivalents and short-term investments, (ii) that the Company would be required to accrue and pay taxes to repatriate such funds, and (iii) that the Company does not intend to repatriate such funds, if true, in each case, consistent with the following disclosure:

Of our $211.3 million of cash and cash equivalents held at

Rest of the answer

December 31, 2013, $69.8 million was held by our foreign subsidiaries. No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2013. We do not intend, nor do we foresee a need, to repatriate undistributed earnings of our foreign subsidiaries other than to repay certain intercompany debt owed to our U.S. operations. Under current tax laws, if funds in excess of intercompany amounts owed were repatriated to our U.S. operations, we would be required to accrue and pay additional income taxes on such excess funds at the tax rates then in effect.

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In future filings, please disclose the domestic and foreign components of income (loss) before income taxes. Refer to Rule 4-08(h)(1)(i) of Regulation S-X. Please provide us your proposed disclosure.

In response to the Staff’s comment, the Company advises the Staff that in future filings, if applicable, it will disclose the domestic and foreign components of income (loss) before income taxes, consistent with the following disclosure:

The domestic and foreign components of the Company’s income (loss) before provision for income taxes are as follows:

Years Ended December 31,

2013

2012

2011

Domestic*

$ 596,899

$ 568,225

$ 468,370

Foreign*

(33,005

)

(19,071

(11,100

Income before provision for income taxes

$ 563,894

$ 549,154

$ 457,270

*After intercompany royalties,

Rest of the answer

management fees and interest charges from the Company’s domestic to foreign entities of $25.9 million, $22.9 million and $20.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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In future filings, please disclose whether your operating segments have been aggregated in arriving at your reportable segments as required by FASB ASC 280-10-50-21. Please provide us your proposed disclosure.

In response to the Staff’s comment, the Company advises the Staff that in future filings, if applicable, it will disclose whether its operating segments have been aggregated in arriving at the Company’s reportable segments, consistent with the following disclosure:

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.

Rest of the answer

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 specifically have been allocated to “Corporate & Unallocated.” No asset information has been provided for the Company’s reportable segments as management does not measure or allocate assets on a segment basis.

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In future filings, please define contribution margin and disclose how it is meaningful in evaluating your segment performance. Please provide us your proposed disclosure.

In response to the Staff’s comment, the Company advises the Staff that in future filings, if applicable, it will define contribution margin and disclose how meaningful it is in evaluating the Company’s segment performance, consistent with the following disclosure:

*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. Read in the reply ↗

We note that total compensation for your named executive officers increased significantly for 2013 primarily as a result of option awards that were provided to each NEO. We also note your disclosure on page 21 that such awards were designed to reward for and align with the company’s continued strong performance…particularly in terms of global growth and financial performance.

Rest of the question

Please confirm that in future filings you will revise your compensation discussion and analysis to address how you determined to award each executive officer the amount of compensation that he or she actually received. For example, if the company used any specific performance target in awarding compensation, you should disclose the target, and describe whether the target was met and how your compensation committee considered this in determining the amount of compensation to award your NEOs. Your disclosure should provide this information for the Long-Term Incentive Program compensation that was awarded based on performance, and it should provide investors with enough information to understand the material period-on-period changes in your compensation reflected in your Summary Compensation Table. See Items 402(b)(2)(v), (vii) and (ix) of Regulation S-K. Please provide draft disclosure in your response.

In response to the Staff’s comment, the Company respectfully notes that, as disclosed in the Company’s proxy statement, the Company consulted with an independent firm of compensation consultants, Exequity, LLP (“Exequity”), to provide competitive market pay data and make recommendations with respect to compensation provided to its named executive officers.

Rest of the answer

The Company does not use specific performance targets in awarding compensation to the named executive officers.

The Company advises the Staff that in future filings, if and to the extent the Company sets specific performance goals (including numerical targets), the Company will revise its compensation discussion and analysis to address (i) the specific items of corporate performance taken into account in setting such compensation policies and making such compensation decisions, (ii) the structure and implementation of specific forms of compensation reflecting each named executive officer’s individual performance and/or contribution to specific items of the Company’s performance and (iii) the factors considered in decisions to increase or decrease compensation materially, as required by Regulation S-K Items 402(b)(2)(v), (vii) and (ix), respectively.

In addition, in future filings, the Company intends to expand its current disclosure to include additional information consistent with the following:

Decisions regarding the 2013 named executive officers’ compensation were based, in part, on Exequity’s competitive market analysis relative to a comparative group of similarly sized, similarly high performing companies in the consumer products and services industry, as identified in the Proxy Statement.

Based on the competitive market pay data and in alignment with the Company’s strong operational and financial performance, the Company’s competitive pay positioning for Mr. Sacks and Mr. Schlosberg, in the aggregate, was in the low end of the top quartile; with salary and annual bonus in the bottom quartile and long-term incentive opportunities in the top quartile. The competitive pay positioning was consistent with the Company’s philosophy to provide a highly leveraged pay opportunity aligned with the Company’s generally top quartile performance relative to the market analysis.

With respect to the material period-on-period changes in compensation for Mr. Sacks and Mr. Schlosberg from 2012 to 2013, the Company historically has not automatically granted equity awards annually, but instead has provided equity awards periodically to align compensation with performance on a discretionary basis. No equity awards were granted to Mr. Sacks or Mr. Schlosberg in 2012. Equity awards were granted to Mr. Sacks and Mr. Schlosberg in 2013 to reward for and align with the Company’s continued strong performance in 2011 and 2012. In advance of approving the 2013 stock option awards to Mr. Sacks and Mr. Schlosberg, the Compensation Committee reviewed Exequity’s competitive compensation benchmarking study and targeted the stock option awards in the top quartile of market practice to provide alignment with the Company’s generally top quartile performance. Recent equity awards granted to Mr. Sacks and Mr. Schlosberg typically vest over a three-year period.

Compensation decisions for Mr. Kelly and Mr. Hall were discretionary and not based on specific performance targets. However, the Company considered Exequity’s competitive market analysis for guidance in determining the total compensation for Mr. Kelly and Mr. Hall.

***

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any further questions or need any additional information, please feel free to contact the undersigned at (951) 739-6200 at your convenience.

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