The following discussion contains management's discussion and analysis of our
financial condition and results of operations and should be read together with
our unaudited condensed consolidated financial statements and the notes thereto
included elsewhere in this report. This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs and involve numerous
risks and uncertainties, including but not limited to those described in
"Part II, Item 1A. Risk Factors" and elsewhere in this Quarterly Report on
Form 10-Q and in our other filings with the Securities and Exchange Commission
("SEC"). Actual results may differ materially from those contained in any
forward-looking statements. You should carefully read "Special Note Regarding
Forward-Looking Statements" following the Table of Contents. Unless otherwise
noted, the figures in the following discussion are unaudited.

Overview



We are the global leader in the design, development, manufacture and
distribution of performance-driven golf products, which are widely recognized
for their quality excellence. Today, we are the steward of two of the most
revered brands in golf - Titleist, one of golf's leading performance equipment
brands, and FootJoy, one of golf's leading performance wearable brands.

Our target market is dedicated golfers, who are the cornerstone of the worldwide
golf industry. These dedicated golfers are avid and skill-biased, prioritize
performance and commit the time, effort and money to improve their game. We
believe our focus on innovation and process excellence yields golf products that
represent superior performance and consistent product quality, which are the key
attributes sought after by dedicated golfers. Many of the game's professional
players, who represent the most dedicated golfers, prefer our products, thereby
validating our performance and quality promise, while also driving brand
awareness. We seek to leverage a pyramid of influence product and promotion
strategy, whereby our products are the most played by the world's best players,
creating aspirational appeal for a broad range of golfers who want to emulate
the performance of the game's best players.

We believe our differentiated focus on performance and quality excellence, enduring connections with dedicated golfers, and favorable and market­differentiating mix of consumable and durable products have been the key drivers of our solid financial performance.



Our net sales are diversified by both product category and mix, as well as
geography. Our product categories include golf balls, golf clubs, wedges and
putters, golf shoes, golf gloves, golf gear and golf outerwear and apparel. Our
product portfolio contains a favorable mix of consumable products, which we
consider to be golf balls and golf gloves, and more durable products, which we
consider to be golf clubs, golf shoes, golf gear and golf outerwear and
apparel. Our net sales are also diversified by geography with a substantial
majority of our net sales generated in five countries: the United States, Japan,
Korea, the United Kingdom and Canada. We have the following reportable segments:
Titleist golf balls; Titleist golf clubs; Titleist golf gear; and FootJoy golf
wear.

Our financial results and operations continue to be impacted by the
macroeconomic environment, including the ongoing COVID-19 pandemic. Global
supply chain issues and the impact of inflation have resulted in constrained raw
material, component and sourced product availability and increased raw material
and other input costs, including higher freight expense. These increased costs
negatively impacted cost of sales for the nine months ended September 30, 2022,
resulting in a lower gross margin as compared to the nine months ended September
30, 2021. Inflation, particularly in the form of higher raw material costs
combined with higher shipping costs, is expected to remain an issue for the
remainder of 2022.

Key Performance Measures

We use various financial metrics to measure and evaluate our business, including, among others: (i) net sales on a constant currency basis, (ii) Adjusted EBITDA on a consolidated basis, (iii) Adjusted EBITDA margin on a consolidated basis and (iv) segment operating income (loss).



Since a significant percentage of our net sales are generated outside of the
United States, we use net sales on a constant currency basis to evaluate the
sales performance of our business in period over period comparisons and for
forecasting our business going forward. Constant currency information allows us
to estimate what our sales performance would have been without changes in
foreign currency exchange rates. This information is calculated by taking the
current period local currency sales and translating them into U.S. dollars based
upon the foreign currency exchange rates for the applicable comparable prior
period. This constant currency information should not be considered in isolation
or as a substitute for any measure derived in

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accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Our presentation of constant currency information may not be consistent with the manner in which similar measures are derived or used by other companies.



We primarily use Adjusted EBITDA on a consolidated basis to evaluate the
effectiveness of our business strategies, assess our consolidated operating
performance and make decisions regarding pricing of our products, go to market
execution and costs to incur across our business. We present Adjusted EBITDA as
a supplemental measure of our operating performance because it excludes the
impact of certain items that we do not consider indicative of our ongoing
operating performance. We define Adjusted EBITDA in a manner consistent with the
term "Consolidated EBITDA" as it is defined in our credit agreement. Adjusted
EBITDA represents net income (loss) attributable to Acushnet Holdings Corp. plus
interest expense, net, income tax expense (benefit), depreciation and
amortization and other items defined in the agreement, including: share-based
compensation expense; restructuring and transformation costs; certain
transaction fees; extraordinary, unusual or non-recurring losses or charges;
indemnification expense (income); certain pension settlement costs; certain
other non-cash (gains) losses, net and the net income relating to noncontrolling
interests. Adjusted EBITDA is not a measurement of financial performance under
U.S. GAAP. It should not be considered an alternative to net income (loss)
attributable to Acushnet Holdings Corp. as a measure of our operating
performance or any other measure of performance derived in accordance with U.S.
GAAP. In addition, Adjusted EBITDA should not be construed as an inference that
our future results will be unaffected by unusual or non-recurring items, or
affected by similar non-recurring items. Adjusted EBITDA has limitations as an
analytical tool, and you should not consider such measure either in isolation or
as a substitute for analyzing our results as reported under U.S. GAAP. Our
definition and calculation of Adjusted EBITDA is not necessarily comparable to
other similarly titled measures used by other companies due to different methods
of calculation. For a reconciliation of Adjusted EBITDA to net income (loss)
attributable to Acushnet Holdings Corp., see "-Results of Operations" below.

We also use Adjusted EBITDA margin on a consolidated basis, which measures our
Adjusted EBITDA as a percentage of net sales, because our management uses it to
evaluate the effectiveness of our business strategies, assess our consolidated
operating performance and make decisions regarding pricing of our products, go
to market execution and costs to incur across our business. We present Adjusted
EBITDA margin as a supplemental measure of our operating performance because it
excludes the impact of certain items that we do not consider indicative of our
ongoing operating performance. Adjusted EBITDA margin is not a measurement of
financial performance under U.S. GAAP. It should not be considered an
alternative to any measure of performance derived in accordance with U.S. GAAP.
In addition, Adjusted EBITDA margin should not be construed as an inference that
our future results will be unaffected by unusual or non-recurring items, or
affected by similar non-recurring items. Adjusted EBITDA margin has limitations
as an analytical tool, and you should not consider such measure either in
isolation or as a substitute for analyzing our results as reported under U.S.
GAAP. Our definition and calculation of Adjusted EBITDA margin is not
necessarily comparable to other similarly titled measures used by other
companies due to different methods of calculation.

Lastly, we use segment operating income (loss) to evaluate and assess the
performance of each of our reportable segments and to make budgeting decisions.
Segment operating income (loss) includes directly attributable expenses and
certain shared costs of corporate administration that are allocated to the
reportable segments, but excludes interest expense, net; restructuring charges;
the non-service cost component of net periodic benefit cost; transaction fees
and other non-operating gains and losses as we do not allocate these to the
reportable segments.

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Results of Operations



The following table sets forth, for the periods indicated, our results of
operations.

                                                             Three months ended                       Nine months ended
                                                                September 30,                           September 30,
(in thousands)                                             2022               2021                2022                 2021
Net sales                                              $ 558,246          $ 521,629          $ 1,822,932          $ 1,727,364
Cost of goods sold                                       263,251            252,792              867,332              813,362
Gross profit                                             294,995            268,837              955,600              914,002
Operating expenses:
Selling, general and administrative                      202,418            199,787              637,276              586,411
Research and development                                  14,619             14,597               42,533               39,947
Intangible amortization                                    1,948              1,967                5,865                5,909

Income from operations                                    76,010             52,486              269,926              281,735
Interest expense, net                                      4,534              1,147                7,902                6,611
Other expense, net                                         2,355                939                5,828                3,170
Income before income taxes                                69,121             50,400              256,196              271,954
Income tax expense                                        15,797             10,475               52,786               62,882
Net income                                                53,324             39,925              203,410              209,072
Less: Net income attributable to noncontrolling
interests                                                 (1,487)              (661)              (4,074)              (3,765)
Net income attributable to Acushnet
Holdings Corp.                                         $  51,837          $  39,264          $   199,336          $   205,307
Adjusted EBITDA:
Net income attributable to Acushnet
Holdings Corp.                                         $  51,837          $  39,264          $   199,336          $   205,307
Interest expense, net                                      4,534              1,147                7,902                6,611
Income tax expense                                        15,797             10,475               52,786               62,882
Depreciation and amortization                             10,229             10,178               30,894               30,816
Share-based compensation                                   5,837              7,012               18,159               20,822

Other extraordinary, unusual or non-recurring
items, net                                                (3,180)             1,517                 (155)               3,099

Net income attributable to noncontrolling
interests                                                  1,487                661                4,074                3,765
Adjusted EBITDA                                        $  86,541          $  70,254          $   312,996          $   333,302
Adjusted EBITDA margin                                      15.5  %            13.5  %              17.2  %              19.3  %





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Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Net sales by reportable segment is summarized as follows:



                                                        Three months ended                                                                                        Constant Currency
                                                           September 30,                                  Increase/(Decrease)                                    Increase/(Decrease)
(in millions)                                          2022                2021                     $ change                      % change                  $ change                 % change
Titleist golf balls                              $    181.2             $ 167.2          $            14.0                              8.4  %       $              22.3                  13.3  %
Titleist golf clubs                                   153.9               135.6                       18.3                             13.5  %                      26.9                  19.8  %
Titleist golf gear                                     59.2                46.6                       12.6                             27.0  %                      16.3                  35.0  %
FootJoy golf wear                                     131.7               137.9                       (6.2)                            (4.5) %                       3.4                   2.5  %



Net sales information by region is summarized as follows:



                                                    Three months ended                                                                                          Constant Currency
                                                       September 30,                                  Increase/(Decrease)                                      Increase/(Decrease)

(in millions)                                      2022                2021                     $ change                       % change                  $ change                  % change
United States                                $    327.6             $ 282.6          $            45.0                              15.9  %       $              45.0                   15.9  %
EMEA (1)                                           70.6                68.9                        1.7                               2.5  %                      12.8                   18.6  %
Japan                                              34.4                47.9                      (13.5)                            (28.2) %                      (4.8)                 (10.0) %
Korea                                              69.9                75.8                       (5.9)                             (7.8) %                       5.0                    6.6  %
Rest of world                                      55.7                46.4                        9.3                              20.0  %                      12.3                   26.5  %
Total net sales                              $    558.2             $ 521.6          $            36.6                               7.0  %       $              70.3                   13.5  %

_______________________________________________________________________________

(1) Europe, the Middle East and Africa ("EMEA")

Segment operating income by reportable segment is summarized as follows:



                                                                    Three months ended
(in millions)                                                         September 30,                                   Increase/(Decrease)
Segment operating income                                           2022                2021                      $ change                      % change
Titleist golf balls                                         $     38.3               $ 32.0          $             6.3                              19.7  %
Titleist golf clubs                                               26.9                 13.5                       13.4                              99.3  %
Titleist golf gear                                                 6.4                  0.6                        5.8                             *
FootJoy golf wear                                                  1.9                  4.4                       (2.5)                            (56.8) %

_______________________________________________________________________________

*Percentage change not meaningful

Net Sales

For the three months ended September 30, 2022, net sales increased 7.0%, or 13.5% on a constant currency basis, as compared to the three months ended September 30, 2021. The increase on a constant currency basis was driven primarily by higher sales volumes across all reportable segments.



The increase in net sales in the United States was primarily driven by an
increase of $20.5 million in Titleist golf clubs, $17.1 million in Titleist golf
balls and $9.7 million in Titleist golf gear. The increase in Titleist golf
clubs was driven by higher sales volumes of our newly introduced TSR drivers and
fairways, Phantom X putters and SM9 wedges. The increase in Titleist golf balls
was primarily driven by increased sales volumes of our premium performance
models. The increase in Titleist golf gear was driven by higher sales volumes of
headwear and golf gloves and higher average selling prices across all
categories. These increases were partially offset by a decrease of $3.7 million
in FootJoy golf wear primarily as a result of lower sales volumes in footwear.

Net sales in regions outside the United States decreased 3.5%, or increased
10.6% on a constant currency basis. In EMEA and Rest of world, net sales
increased across all reportable segments. In Korea, the increase was primarily
due to increases in all reportable segments except FootJoy golf wear. In Japan,
net sales decreased primarily due to lower sales volumes in Titleist golf clubs
due to lower sales volumes of irons and changes in the launch timing of TSR
drivers and fairways in this region.
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Gross Profit



Gross profit increased $26.2 million for the three months ended September 30,
2022 compared to the three months ended September 30, 2021. Gross margin
increased to 52.8% for the three months ended September 30, 2022 compared to
51.5% for the three months ended September 30, 2021. The increase in gross
profit primarily resulted from an increase of $13.8 million in Titleist golf
clubs and an increase of $6.1 million in Titleist golf balls primarily due to
higher sales volumes and an increase of $6.7 million in Titleist golf gear
primarily due to higher sales volumes and average selling prices. These
increases were partially offset by higher inbound freight costs, primarily in
Titleist golf gear and Titleist golf balls.

The increase in gross margin was primarily due to favorable manufacturing costs in Titleist golf clubs and higher average selling prices in Titleist golf gear.

Selling, General and Administrative Expenses



SG&A expenses increased $2.6 million for the three months ended September 30,
2022 compared to the three months ended September 30, 2021. This increase was
primarily as a result of an increase of $3.0 million in administrative expense
due to higher expenses related to information technology-related investments, an
increase of $2.6 million in selling expense as a result of higher sales volumes
and higher third party distribution expenses in FootJoy golf wear and Titleist
golf gear. These increases were partially offset by a decrease of $3.0 million
in advertising and promotional expenses. Additionally, SG&A includes an increase
of $5.5 million in foreign currency transaction losses, offset in part by an
increase in gains on foreign exchange forward contracts of $1.3 million.
Overall, SG&A included a favorable impact of changes in foreign currency
exchange rates of $9.3 million across all expense categories and reportable
segments.

Interest Expense, net



Interest expense, net increased $3.4 million for the three months ended
September 30, 2022 compared to the three months ended September 30, 2021. This
increase was primarily due to an increase in interest rates for the three months
ended September 30, 2022, as well as costs associated with amending our credit
agreement in August 2022.

Other Expense, net

Other expense, net increased $1.5 million for the three months ended September
30, 2022 compared to the three months ended September 30, 2021 primarily due to
an increase in the non-service cost component of net periodic benefit expense.

Income Tax Expense



Income tax expense increased $5.3 million for the three months ended September
30, 2022 compared to the three months ended September 30, 2021. Our effective
tax rate ("ETR") was 22.9% for the three months ended September 30, 2022
compared to 20.8% for the three months ended September 30, 2021. The change in
the ETR was primarily driven by changes in our jurisdictional mix of earnings.

Segment Results

Titleist Golf Balls Segment



Net sales in our Titleist golf balls segment increased 8.4%, or 13.3% on a
constant currency basis, for the three months ended September 30, 2022 compared
to the three months ended September 30, 2021. The increase was primarily due to
increased sales volumes of our premium performance models reflecting improvement
in certain raw material availability.

Operating income in our Titleist golf balls segment increased $6.3 million, or
19.7%, compared to the prior year period. The increase in operating income
primarily resulted from an increase of $6.1 million in gross profit primarily
due to higher sales volumes, partially offset by higher manufacturing costs and
higher inbound freight costs.

Titleist Golf Clubs Segment



Net sales in our Titleist golf clubs segment increased 13.5%, or 19.8% on a
constant currency basis, for the three months ended September 30, 2022 compared
to the three months ended September 30, 2021. The increase was largely due to
higher sales volumes of our newly introduced TSR drivers and fairways launched
in the third quarter of 2022, Phantom X putters launched in the second quarter
of 2022 and SM9 wedges launched in the first quarter of 2022. This increase was
partially offset by lower sales volumes of second model year irons and hybrids.

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Operating income in our Titleist golf clubs segment increased $13.4 million, or 99.3% compared to the prior year period. The increase in operating income primarily resulted from an increase of $13.8 million in gross profit due to higher sales volumes and lower manufacturing costs.

Titleist Golf Gear Segment



Net sales in our Titleist golf gear segment increased 27.0%, or 35.0% on a
constant currency basis, for the three months ended September 30, 2022 compared
to the three months ended September 30, 2021. The increase was driven by higher
sales volumes in headwear, golf bag and golf glove product categories and higher
average selling prices across all product categories.

Operating income in our Titleist golf gear segment increased $5.8 million
compared to the prior year period. The increase in operating income primarily
resulted from an increase of $6.7 million in gross profit due to higher sales
volumes in headwear, golf bags and golf glove product categories and higher
average selling prices across all product categories, partially offset by higher
inbound freight costs.

FootJoy Golf Wear Segment

Net sales in our FootJoy golf wear segment decreased 4.5%, or increased 2.5% on
a constant currency basis, for the three months ended September 30, 2022
compared to the three months ended September 30, 2021. The increase in constant
currency was primarily due to higher sales volumes in the apparel product
category, partially offset by decreases in footwear.

Operating income in our FootJoy golf wear segment decreased $2.5 million, or
56.8% compared to the prior year period. The decrease in operating income
primarily resulted from higher operating expenses as a result of an increase in
third party distribution expenses.


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Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Net sales by reportable segment is summarized as follows:



                                                       Nine months ended                                                                                        Constant Currency
                                                         September 30,                                 Increase/(Decrease)                                     Increase/(Decrease)

(in millions)                                        2022               2021                      $ change                      % change                  $ change                 % change
Titleist golf balls                              $    546.4          $ 543.1          $             3.3                               0.6  %       $              22.8                   4.2  %
Titleist golf clubs                                   478.9            444.3                       34.6                               7.8  %                      55.3                  12.4  %
Titleist golf gear                                    172.5            164.7                        7.8                               4.7  %                      16.8                  10.2  %
FootJoy golf wear                                     507.1            462.0                       45.1                               9.8  %                      70.9                  15.3  %

Net sales information by region is summarized as follows:



                                                      Nine months ended                                                                                         Constant Currency
                                                        September 30,                                 Increase/(Decrease)                                      Increase/(Decrease)

(in millions)                                      2022               2021                      $ change                       % change                  $ change                  % change
United States                                  $   974.2          $   906.6          $            67.6                               7.5  %       $              67.6                    7.5  %
EMEA                                               274.8              246.9                       27.9                              11.3  %                      56.2                   22.8  %
Japan                                              118.6              149.9                      (31.3)                            (20.9) %                     (11.9)                  (7.9) %
Korea                                              254.1              251.8                        2.3                               0.9  %                      31.9                   12.7  %
Rest of world                                      201.2              172.2                       29.0                              16.8  %                      36.8                   21.4  %
Total net sales                                $ 1,822.9          $ 1,727.4          $            95.5                               5.5  %       $             180.6                   10.5  %

Segment operating income by reportable segment is summarized as follows:



                                  Nine months ended
(in millions)                       September 30,                       

Increase/(Decrease)


Segment operating income          2022          2021                  $ change                 % change
Titleist golf balls           $    100.9      $ 106.8      $            (5.9)                    (5.5) %
Titleist golf clubs                 88.2         84.7                    3.5                      4.1  %
Titleist golf gear                  20.3         22.7                   (2.4)                   (10.6) %
FootJoy golf wear                   45.3         53.6                   (8.3)                   (15.5) %


Net Sales

For the nine months ended September 30, 2022, net sales increased 5.5%, or 10.5%
on a constant currency basis, compared to the nine months ended September 30,
2021. The increase was driven by growth across all reportable segments primarily
as a result of higher sales volumes and higher average selling prices.

The increase in net sales in the United States was primarily as a result of an
increase of $33.7 million in Titleist golf clubs, an increase of $11.9 million
in FootJoy golf wear, an increase of $9.2 million in Titleist golf balls and an
increase of $7.8 million in Titleist golf gear. The increase in Titleist golf
clubs was primarily driven by higher sales volumes of SM9 wedges, T-Series irons
and Phantom X putters. The increase in FootJoy golf wear was primarily driven by
higher average selling prices across all product categories except apparel. The
increase in Titleist golf balls was primarily due to higher average selling
prices. The increase in Titleist golf gear was primarily driven by higher
average selling prices across all product categories.

Net sales in regions outside the United States increased 3.4%, or 13.8% on a
constant currency basis. In EMEA, net sales increased across all reportable
segments, primarily due to the adverse impact of government-ordered shutdowns in
this region in the first quarter of 2021. In Korea and Rest of world, net sales
increased across all reportable segments. In Japan, net sales decreased
primarily due to lower sales volumes in Titleist golf clubs due to changes in
the launch timing of TSR drivers and fairways in this region.


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Gross Profit



Gross profit increased $41.6 million for the nine months ended September 30,
2022 compared to the nine months ended September 30, 2021. Gross margin
decreased to 52.4% for the nine months ended September 30, 2022 compared to
52.9% for the nine months ended September 30, 2021. The increase in gross profit
primarily resulted from an increase of $16.4 million in Titleist golf clubs and
an increase of $15.6 million in FootJoy golf wear, both primarily due to sales
volume increases. These increases were partially offset by increased inbound
freight costs across all reportable segments.

The decrease in gross margin was primarily due to increased inbound freight costs across all reportable segments.

Selling, General and Administrative Expenses



SG&A expenses increased $50.9 million for the nine months ended September 30,
2022 compared to the nine months ended September 30, 2021. This increase was
primarily due to an increase of $28.7 million in selling expense due to higher
sales volumes across all reportable segments and higher third party distribution
expenses in FootJoy golf wear and Titleist golf gear, as well as an increase of
$16.3 million in administrative expense primarily due to higher expenses related
to information technology-related investments. Additionally, SG&A includes an
increase of $13.1 million in foreign currency transaction losses, offset in part
by an increase in gains on foreign exchange forward contracts of $4.9 million.
Overall, SG&A included a favorable impact of changes in foreign currency
exchange rates of $21.5 million across all expense categories and reportable
segments.

Research and Development

R&D expenses increased $2.6 million for the nine months ended September 30, 2022
compared to the nine months ended September 30, 2021 and was primarily related
to an increase in employee-related costs.

Interest Expense, net



Interest expense, net increased $1.3 million for the nine months ended September
30, 2022 compared to the nine months ended September 30, 2021. This increase was
primarily due to an increase in interest rates for the nine months ended
September 30, 2022, as well as costs associated with amending our credit
agreement in August 2022 offset, in part, by a decrease in losses from interest
rate swaps.

Other Expense, net

Other expense, net increased $2.6 million for the nine months ended September
30, 2022 compared to the nine months ended September 30, 2021 primarily due to
changes in the fair value of Rabbi trust assets, as well as an increase in the
non-service cost component of net periodic benefit expense.

Income Tax Expense



Income tax expense decreased $10.1 million for the nine months ended September
30, 2022 compared to the nine months ended September 30, 2021. Our ETR was 20.6%
for the nine months ended September 30, 2022 compared to 23.1% for the nine
months ended September 30, 2021. The decrease in the ETR was primarily driven by
changes in our jurisdictional mix of earnings.

Segment Results

Titleist Golf Balls Segment



Net sales in our Titleist golf balls segment increased 0.6%, or 4.2% on a
constant currency basis, for the nine months ended September 30, 2022 compared
to the nine months ended September 30, 2021. The increase was primarily driven
by higher average selling prices.

Operating income in our Titleist golf balls segment decreased $5.9 million, or
5.5% compared to the prior year period. The decrease in operating income
resulted from higher operating expenses of $7.1 million, partially offset by
higher gross profit of $1.3 million. The increase in gross profit was primarily
driven by higher sales volumes, partially offset by higher manufacturing costs
and higher inbound freight costs. Operating expenses increased primarily as a
result of increases of $4.6 million and $2.2 million in administrative and
selling expenses, respectively.

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Titleist Golf Clubs Segment



Net sales in our Titleist golf clubs segment increased 7.8%, or 12.4% on a
constant currency basis, for the nine months ended September 30, 2022 compared
to the nine months ended September 30, 2021. The increase was largely due to
higher sales volumes of our SM9 wedges launched in the first quarter of 2022,
T-Series irons launched in the third quarter of 2021 and Phantom X putters
launched in the second quarter of 2022. This increase was partially offset by
lower sales volumes of second model year drivers, fairways and hybrids.

Operating income in our Titleist golf clubs segment increased $3.5 million, or
4.1% compared to the prior year period. The increase in operating income
resulted from higher gross profit of $16.4 million, partially offset by higher
operating expenses of $12.8 million. The increase in gross profit was primarily
due to higher sales volumes, partially offset by increased inbound freight and
component costs. Higher operating expenses were primarily as a result of an
increase of $6.1 million in selling expense primarily due to higher distribution
expenses and an increase of $4.8 million in administrative expenses.

Titleist Golf Gear Segment



Net sales in our Titleist golf gear segment increased 4.7%, or 10.2% on a
constant currency basis, for the nine months ended September 30, 2022 compared
to the nine months ended September 30, 2021. The increase was primarily due to
higher average selling prices across all product categories, partially offset by
a sales volume decrease in golf bags due to supply chain and fulfillment
constraints.

Operating income in our Titleist golf gear segment decreased $2.4 million, or
10.6% compared to the prior year period. The decrease in operating income
resulted from higher operating expenses of $4.9 million, partially offset by
higher gross profit of $2.5 million. Gross profit increased due to higher
average selling prices, partially offset by increased inbound freight costs.
Operating expenses increased primarily as a result of an increase of $2.9
million in selling expense due to higher third party distribution expenses.

FootJoy Golf Wear Segment



Net sales in our FootJoy golf wear segment increased 9.8%, or 15.3% on a
constant currency basis, for the nine months ended September 30, 2022 compared
to the nine months ended September 30, 2021. The increase was primarily due to
increased sales volumes across all product categories and higher average selling
prices in footwear.

Operating income in our FootJoy golf wear segment decreased $8.3 million, or
15.5% compared to the prior year period. The decrease in operating income
resulted from higher operating expenses of $23.9 million, partially offset by
higher gross profit of $15.6 million. Gross profit increased primarily as a
result of sales volume increases and higher average selling prices, partially
offset by increased inbound freight costs. Operating expenses increased
primarily as a result of an increase of $17.2 million in selling expense due to
higher sales volumes, higher third party distribution expenses and higher retail
commission expense in Korea, as well as an increase of $4.5 million in
administrative expense.

Liquidity and Capital Resources



Our primary cash needs relate to working capital, capital expenditures,
servicing our debt, paying dividends, pension contributions and repurchasing
shares of our common stock. We expect to rely on cash flows from operations and
borrowings under our revolving credit facility and local credit facilities as
our primary sources of liquidity.

Our liquidity is impacted by our level of working capital, which is cyclical as
a result of the general seasonality of our business. Our accounts receivable
balance is generally at its highest starting at the end of the first quarter and
continuing through the second quarter, and declines during the third and fourth
quarters as a result of both an increase in cash collections and lower sales.
Our inventory balance also fluctuates as a result of the seasonality of our
business. Generally, our buildup of inventory starts during the fourth quarter
and continues through the first quarter and into the beginning of the second
quarter in order to meet demand for our initial sell-in during the first quarter
and reorders in the second quarter. Both accounts receivable and inventory
balances are impacted by the timing of new product launches.

As of September 30, 2022, we had $106.8 million of unrestricted cash and cash
equivalents (including $19.9 million attributable to our FootJoy golf shoe
variable interest entity). As of September 30, 2022, 83.3% of our total
unrestricted cash and cash equivalents was held at our non-U.S. subsidiaries,
including our FootJoy golf shoe variable interest entity. We manage our
worldwide cash requirements by monitoring the funds available among our
subsidiaries and determining the extent to which we can access those funds on a
cost effective basis. We are not aware of any restrictions on repatriation of
these funds and, subject to foreign withholding taxes, those funds could be
repatriated, if necessary. We have repatriated, and intend to

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repatriate, funds to the United States from time to time to satisfy domestic
liquidity needs arising in the ordinary course of business, including liquidity
needs related to debt service requirements.

As noted previously, the macroeconomic environment, including the ongoing
COVID-19 pandemic, could impact our results of operations in ways we cannot
currently predict. Nonetheless, we believe that cash expected to be provided by
operating activities, together with our cash on hand and the availability of
borrowings under our revolving credit facility and our local credit facilities
(subject to customary borrowing conditions) will be sufficient to meet our
liquidity requirements for at least the next 12 months. Our ability to generate
sufficient cash flows from operations is, however, subject to many risks and
uncertainties, including current and future economic trends and conditions,
demand for our products, availability and cost of our raw materials and
components, foreign currency exchange rates and other risks and uncertainties
applicable to our business, as described in our Annual Report on Form 10-K for
the year ended December 31, 2021.

Debt and Financing Arrangements



On August 2, 2022, we amended our credit facility to, among other things,
provide a $950.0 million multi-currency revolving credit facility and amend
rates per annum at which borrowings in different denominations bear interest. On
August 2, 2022, proceeds from borrowings under the multi-currency revolving
credit facility were used to, among other things, prepay in full our outstanding
term loans and refinance our outstanding borrowings under the revolving credit
facility. Immediately prior to payment, the aggregate amounts outstanding
related to the term loans and revolving credit facility were approximately
$306.3 million and $72.6 million, respectively.

As of September 30, 2022, we had $537.3 million of availability under our
revolving credit facility after giving effect to $7.1 million of outstanding
letters of credit. Additionally, we had $32.1 million available under our local
credit facilities.

Our credit agreement contains customary affirmative and restrictive covenants,
including, among others, financial covenants based on our leverage and interest
coverage ratios. The credit agreement also includes customary events of default,
the occurrence of which, following any applicable cure period, would permit the
lenders to, among other things, declare the principal, accrued interest and
other obligations to be immediately due and payable. As of September 30, 2022,
we were in compliance with all covenants under our credit agreement.

See "Notes to Unaudited Condensed Consolidated Financial Statements - Note 5 -
Debt and Financing Arrangements," Item 1 of Part I included elsewhere in this
report and "Notes to Consolidated Financial Statements-Note-10-Debt and
Financing Arrangements" in our Annual Report on Form 10-K for the year ended
December 31, 2021 for a description of our credit facilities and related credit
agreements. Additionally, see "Risk Factors - Risks Related to Our Indebtedness"
as described in our Annual Report on Form 10-K for the year ended December 31,
2021 for further discussion surrounding the risks and uncertainties related to
our credit facilities.

Dividends and Share Repurchase Program



During the nine months ended September 30, 2022, we paid dividends on our common
stock of $39.7 million to our shareholders. During the fourth quarter of 2022,
our Board of Directors declared a dividend of $0.18 per share of common stock to
shareholders of record as of December 2, 2022 and payable on December 16, 2022.

As of September 30, 2022, our Board of Directors had authorized us to repurchase
up to an aggregate of $450.0 million of our issued and outstanding common stock.
During the nine months ended September 30, 2022, we repurchased 2,983,392 shares
of common stock at an average price of $46.84 for an aggregate of $139.8
million. Included in this amount were 699,819 shares of common stock repurchased
from Magnus Holdings Co., Ltd. ("Magnus"), a wholly-owned subsidiary of Fila
Holdings Corp., for an aggregate of $37.5 million on January 24, 2022, in
satisfaction of our obligations pursuant to our previously disclosed Magnus
share repurchase agreement.

On June 16, 2022, we entered into a new agreement with Magnus to purchase from
Magnus an equal amount of our common stock as we purchase on the open market, up
to an aggregate of $75.0 million at the same weighted average per share price
(the "2022 Agreement"). On August 30, 2022, we amended and restated the 2022
Agreement to increase the aggregate dollar amount of shares of our common stock
that we will purchase from Magnus from $75.0 million to $100.0 million, (the
"Amended and Restated 2022 Agreement"). As a result of purchases made on the
open market subsequent to entering into the 2022 Agreement, we recorded a
liability of $41.6 million to repurchase an additional 869,368 shares of common
stock from Magnus as of September 30, 2022.

As of September 30, 2022, we had $208.4 million remaining under the current share repurchase authorization, including $100.0 million related to the Amended and Restated 2022 Agreement. See "Notes to Unaudited Condensed



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Consolidated Financial Statements-Note-10-Common Stock," Item 1 of Part I included elsewhere in this report for a description of our share repurchase program and Magnus share repurchase agreements.

Capital Expenditures



We made $33.6 million of capital expenditures during the nine months ended
September 30, 2022. Capital expenditures for the full year are expected to be
approximately $50 million to $55 million, although the actual amount may vary
depending upon a variety of factors, including the timing of certain capital
project implementations and receipt of capital purchases due to supply chain
challenges. Capital expenditures generally relate to investments to support the
manufacturing and distribution of products, our go-to-market activities and
continued investments in information technology to support our global strategic
initiatives.

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