Acushnet Holdings Corp.

Previous wording

FootJoy Footwear Joint Venture Deconsolidation: As previously disclosed, until 2024, the majority of our FootJoy footwear was manufactured in a facility in Fuzhou, China, owned by a joint venture in which we have a 40% interest, with the remaining 60% owned by our long-standing Taiwan-based supply partner. During 2024, FootJoy shifted footwear production volume from Fuzhou, China to a third-party facility located in Long An Province, Vietnam, which is operated by an affiliate of the same Taiwan-based supply partner. The joint venture ceased production at its Fuzhou, China facility in January 2025 and FootJoy currently contracts to manufacture substantially all of its footwear at the third-party owned Vietnam manufacturing facility. As a result of shifting our footwear manufacturing from the joint venture's Fuzhou, China facility, we are no longer the primary beneficiary of the joint venture and have deconsolidated the accounts of the joint venture from our unaudited condensed consolidated financial statements. As of March 31, 2025, we account for our investment in the joint venture under the equity method of accounting. As a result of this deconsolidation, we recognized a non-cash gain of $20.9 million during the three months ended March 31, 2025, and currently expect the investment may generate net losses in future periods. See “Notes to Unaudited Condensed Consolidated Financial Statements – Note 1 – Summary of Significant Accounting Policies,” Item 1 of Part I to this report.

Current wording

FootJoy Footwear Joint Venture Deconsolidation: As previously disclosed, until 2024, the majority of our FootJoy footwear was manufactured in a facility in Fuzhou, China, owned by a joint venture in which we have a 40% interest, with the remaining 60% owned by our long-standing Taiwan-based supply partner. During 2024, FootJoy shifted footwear production volume from Fuzhou, China to a third-party facility located in Long An Province, Vietnam, which is operated by an affiliate of the same Taiwan-based supply partner. The joint venture ceased production at its Fuzhou, China facility in January 2025 and FootJoy currently contracts to manufacture substantially all of its footwear at the third-party owned Vietnam manufacturing facility. As a result of shifting our footwear manufacturing from the joint venture's Fuzhou, China facility, we are no longer the primary beneficiary of the joint venture and have deconsolidated the accounts of the joint venture from our unaudited condensed consolidated financial statements. As of June 30, 2025, we account for our investment in the joint venture under the equity method of accounting. As a result of this deconsolidation, we recognized a non-cash gain of $20.9 million during the six months ended June 30, 2025, and currently expect the investment may generate net losses in future periods. See “Notes to Unaudited Condensed Consolidated Financial Statements – Note 1 – Summary of Significant Accounting Policies,” Item 1 of Part I to this report.

Previous wording

Tariffs and Foreign Exchange: In April 2025, the U.S. government announced a baseline universal tariff of 10% on virtually all products imported into the United States, as well as additional individualized tariffs on products imported from select trading partners, including Canada, China, Mexico, Thailand and Vietnam. As a result, we are incurring new tariff costs in connection with imports from every country from which we import raw materials, component parts and finished goods, and increased U.S. tariffs have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may further affect the costs of our imported raw materials, components parts and finished goods and increase market volatility and currency exchange rate fluctuations. We continue to monitor the economic effects of these developments and evaluate opportunities to mitigate their related impacts. See “Risk Factors,” Item 1A of Part II to this report, for additional information.

Current wording

Tariffs and Foreign Exchange: The U.S. government has recently implemented significant tariff measures, including a baseline universal tariff of 10% on virtually all products imported into the United States, as well as additional individualized tariffs on products imported from select trading partners, including Canada, China, Mexico, Thailand and Vietnam. As a result, we are incurring tariff costs in connection with imports from every country from which we import raw materials, component parts and finished goods, and increased U.S. tariffs have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may further affect the costs of our imported raw materials, components parts and finished goods and increase market volatility and currency exchange rate fluctuations. We continue to monitor the economic effects of these developments and evaluate opportunities to mitigate their related impacts. See “Risk Factors,” Item 1A of Part II to this report, for additional information.

Previous wording

(1) For the three months ended March 31, 2024, includes $7.0 million related to the optimization of our supply chain.

Current wording

(1) For the three and six months ended June 30, 2025, includes $6.4 million related to the VBR program. For the six months ended June 30, 2024, includes $7.0 million related to the optimization of our supply chain.

Previous wording

(3)For the three months ended March 31, 2025, includes a non-cash gain of $20.9 million related to the FootJoy footwear joint venture deconsolidation and $0.8 million related to the amortization of capitalized implementation costs for cloud computing arrangements. In addition, the three months ended March 31, 2025 and 2024 include other gains, losses or costs added back for purposes of calculating Adjusted EBITDA as defined in our credit agreement.

Current wording

(4)For the three and six months ended June 30, 2025, includes $0.6 million and $1.3 million, respectively, related to the amortization of capitalized implementation costs for cloud computing arrangements. For the six months ended June 30, 2025, includes a non-cash gain of $20.9 million related to the FootJoy footwear joint venture deconsolidation. In addition, the three and six months ended June 30, 2025 and 2024 include other gains, losses or costs added back for purposes of calculating Adjusted EBITDA as defined in our credit agreement.

Previous wording

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

Current wording

(1)Europe, the Middle East and Africa (“EMEA”)

Previous wording

Net sales in regions outside the United States decreased 3.5%, or increased 0.8% on a constant currency basis. Net sales increases in EMEA and Rest of World were partially offset by decreases in Korea and Japan, on a constant currency basis. In EMEA, the increase was due to higher net sales across all product segments, primarily in Titleist golf equipment and Golf gear. In Rest of World, the increase was primarily due to higher net sales in Titleist golf equipment. In Korea, the decrease was primarily due to lower net sales in FootJoy golf wear, primarily footwear, and products that are not allocated to one of our three reportable segments, partially offset by higher net sales in Titleist golf equipment. In Japan, the decrease was primarily due to lower net sales in FootJoy golf wear, primarily footwear.

Current wording

Net sales in regions outside the United States increased 3.8%, or 2.3% on a constant currency basis driven by increases in EMEA and Rest of World, partially offset by decreases in Korea and Japan. In EMEA, the increase was primarily driven by higher net sales in Titleist golf equipment, largely due to golf balls, and higher net sales in Golf gear. In Rest of World, the increase was primarily driven by higher net sales in Titleist golf equipment. In Korea, the decrease was primarily due to lower net sales in Golf gear and FootJoy golf wear, partially offset by higher net sales of products that are not allocated to one of our three reportable segments. In Japan, the decrease was primarily due to lower net sales in FootJoy golf wear.

Previous wording

Selling, general and administrative ("SG&A") expenses decreased $0.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as increases in advertising and promotion expenses of $6.1 million and increases in selling expense of $2.0 million were more than offset by decreases in other expenses, primarily a $6.9 million decrease in restructuring costs. These changes in SG&A expenses include the favorable impact of changes in foreign currency exchange rates. The increase in advertising and promotion expenses was primarily in Titleist golf equipment to support new product launches. The increase in selling expense was primarily due to Titleist golf equipment fitting network investments, partially offset by lower retail commission expense in Korea.

Current wording

Selling, general and administrative (“SG&A”) expenses increased $14.2 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily the result of increases of $4.1 million in selling expense, $3.1 million in administrative expense and $1.9 million in advertising and promotion expenses, as well as increases in other expenses, primarily due to $6.4 million in restructuring costs associated with our VBR program. The increase in selling expense was primarily due to Titleist golf equipment fitting network investments. Higher information technology-related expenses contributed to the increase in administrative expense. The increase in advertising and promotion expenses was primarily in Titleist golf equipment to support new product launches.

Previous wording

Research and development expenses increased $2.4 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily as a result of additional employee-related expenses to support next generation product introductions.

Current wording

Research and development expenses increased $2.8 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily as a result of additional expenses to support next generation product introductions.

Previous wording

Interest expense, net increased $0.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to an increase in borrowings, partially offset by a decrease in interest rates.

Current wording

Interest expense, net increased $1.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in borrowings, partially offset by a decrease in interest rates.

Previous wording

Income tax expense decreased $1.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Our effective income tax rate (“ETR”) was 17.9% for the three months ended March 31, 2025 compared to 21.7% for the three months ended March 31, 2024. The change in ETR was primarily driven by changes in our jurisdictional mix of earnings.

Current wording

Income tax expense decreased $2.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Our effective income tax rate (“ETR”) was 19.9% for the three months ended June 30, 2025 compared to 23.2% for the three months ended June 30, 2024. The change in ETR was primarily driven by changes in our jurisdictional mix of earnings.

Previous wording

For the three months ended March 31, 2025, net sales decreased 0.6%, or increased 1.2% on a constant currency basis, compared to the three months ended March 31, 2024. The increase in constant currency was primarily driven by higher net sales in Titleist golf equipment, primarily due to higher sales volumes in golf balls and higher average selling prices in golf clubs, as well as higher average selling prices in Golf gear. These increases were partially offset by lower sales volumes in FootJoy golf wear in the footwear and apparel categories.

Current wording

For the six months ended June 30, 2025, net sales increased 2.3%, or 2.9% on a constant currency basis, compared to the six months ended June 30, 2024. The increase was driven by higher net sales in Titleist golf equipment, primarily due to higher average selling prices in golf clubs and higher sales volumes in golf balls, as well as higher net sales in Golf gear. These increases were partially offset by lower net sales in FootJoy golf wear in footwear and apparel categories. An increase in net sales of products that are not allocated to one of our three reportable segments also contributed to the change in net sales.

Previous wording

The increase in net sales in the United States was primarily due to an increase in Titleist golf equipment of $10.3 million, partially offset by a decrease in FootJoy golf wear of $5.7 million. The increase in Titleist golf equipment was primarily driven by higher sales volumes of our GT drivers, hybrids and fairways and Scotty Cameron Studio Style putters as well as higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls. These increases were partially offset by lower sales volumes of second model year wedges, irons and performance model golf balls. The decrease in FootJoy golf wear was primarily due to lower sales volumes, partially offset by higher average selling prices across all product categories.

Current wording

The increase in net sales in the United States was primarily driven by increases in Titleist golf equipment of $31.0 million and in Golf gear of $5.4 million, partially offset by a decrease in FootJoy golf wear of $7.3 million. The increase in Titleist golf equipment was primarily driven by higher sales volumes of our GT drivers, fairways and hybrids, as well as higher sales volumes of our 2025 Pro V1 golf ball models and higher average selling prices in golf clubs. These increases were partially offset by lower sales volumes of second model year irons, wedges and performance model golf balls. The increase in Golf gear was primarily driven by higher sales volumes in golf gloves and golf bags and higher average selling prices across all product categories. The decrease in FootJoy golf wear was primarily due to lower sales volumes in footwear, partially offset by higher average selling prices across all product categories.

Previous wording

Other income, net increased $20.2 million for the three months ended March 31, 2025 compared to other expense, net of $0.3 million for the three months ended March 31, 2024, primarily due to a non-cash gain of $20.9 million related to the FootJoy footwear joint venture deconsolidation.

Current wording

Other income, net increased $19.8 million for the six months ended June 30, 2025 compared to other expense, net of $0.9 million for the six months ended June 30, 2024, primarily due to a non-cash gain of $20.9 million related to the FootJoy footwear joint venture deconsolidation.

Previous wording

Net sales in our Titleist golf equipment segment increased 2.2%, or 3.8% on a constant currency basis, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by higher sales volumes of our latest generation Pro V1 and Pro V1x golf balls and higher average selling prices in golf clubs. In addition, higher sales volumes of our GT drivers and fairways launched in the third quarter of 2024 and GT hybrids and Scotty Cameron Studio Style putters launched in the first quarter of 2025 were more than offset by lower sales volumes of second model year wedges, irons and performance model golf balls.

Current wording

Net sales in our Titleist golf equipment segment increased 4.5%, or 4.9% on a constant currency basis, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by higher sales volumes of our 2025 Pro V1 golf ball models and higher average selling prices in golf clubs. In addition, higher sales volumes of our GT drivers and fairways launched in the third quarter of 2024 and GT hybrids launched in the first quarter of 2025 were more than offset by lower sales volumes of second model year wedges, irons and performance model golf balls.

Previous wording

Operating income in our Titleist golf equipment segment decreased $16.0 million, or 17.4% compared to the prior year period. The decrease in operating income resulted from higher operating expenses of $10.7 million and lower gross profit of $5.2 million. The decrease in gross profit was primarily due to higher manufacturing costs, partially offset by the net sales increase discussed previously. Higher operating expenses were primarily a result of increases of $5.3 million in advertising and promotion expenses, $2.7 million in selling expense and $2.0 million in research and development expense.

Current wording

Operating income in our Titleist golf equipment segment decreased $16.2 million, or 9.1% compared to the prior year period. The decrease in operating income resulted from higher operating expenses of $21.8 million partially offset by an increase in gross profit of $5.6 million. The increase in gross profit was primarily driven by the higher sales volumes and higher average selling prices, partially offset by higher manufacturing costs, as discussed previously. Higher operating expenses were a result of increases of $8.6 million in advertising and promotion expenses, $5.8 million in selling expense, $4.4 million in research and development expenses and $3.0 million in administrative expense.

Previous wording

Net sales in our FootJoy golf wear segment decreased 6.6%, or 4.9% on a constant currency basis, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to lower sales volumes in footwear and apparel, partially offset by higher average selling prices in golf gloves.

Current wording

Net sales in our FootJoy golf wear segment decreased 4.2%, or 3.6% on a constant currency basis, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower sales volumes in footwear and apparel, partially offset by higher average selling prices across all product categories.

Previous wording

Operating income in our FootJoy golf wear segment decreased $2.4 million, or 8.9% compared to the prior year period. The decrease in operating income resulted from lower gross profit of $3.9 million, partially offset by lower operating expenses of $1.5 million. Gross profit decreased primarily as a result of the sales volume decrease discussed previously, partially offset by higher average selling prices in golf gloves. Lower operating expenses were primarily a result of a decrease of $1.0 million in selling expense, primarily due to lower retail commission expense in Korea.

Current wording

Operating income in our FootJoy golf wear segment increased $1.4 million, or 4.0% compared to the prior year period. The increase in operating income resulted from lower operating expenses of $2.4 million, partially offset by lower gross profit of $1.0 million. Gross profit decreased primarily as a result of the sales volume decline, partially offset by the higher average selling prices discussed previously. Lower operating expenses were primarily a result of a decrease of $1.8 million in advertising and promotion expenses.

Previous wording

Net sales in our Golf gear segment increased 2.2%, or 3.9% on a constant currency basis, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven by higher average selling prices across all product categories, partially offset by lower sales volumes in golf bags.

Current wording

Net sales in our Golf gear segment increased 5.0%, or 5.5% on a constant currency basis, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by higher average selling prices across all product categories and higher sales volumes in golf gloves and golf bags.

Previous wording

Operating income in our Golf gear segment increased $4.2 million, or 43.8% compared to the prior year period. The increase in operating income resulted from higher gross profit of $4.6 million. The increase in gross profit was largely due to higher average selling prices and lower distribution costs discussed previously.

Current wording

Operating income in our Golf gear segment increased $7.3 million, or 30.9% compared to the prior year period. The increase in operating income resulted from higher gross profit of $9.2 million, largely due to higher average selling prices and lower distribution costs discussed previously.

Previous wording

As of March 31, 2025, we had $39.4 million of unrestricted cash and cash equivalents. As of March 31, 2025, 92.0% of our total unrestricted cash and cash equivalents was held by subsidiaries in regions outside of the United States. 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 repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in the ordinary course of business.

Current wording

As of June 30, 2025, we had $58.8 million of unrestricted cash and cash equivalents. As of June 30, 2025, 93.7% of our total unrestricted cash and cash equivalents was held by subsidiaries in regions outside of the United States. 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 repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in the ordinary course of business.

Previous wording

As of March 31, 2025, we had $369.5 million of availability under our multi-currency revolving credit facility after giving effect to $2.9 million of outstanding letters of credit. Additionally, we had $38.6 million available under certain local credit facilities of our subsidiaries.

Current wording

As of June 30, 2025, we had $383.3 million of availability under our multi-currency revolving credit facility after giving effect to $4.2 million of outstanding letters of credit. Additionally, we had $35.4 million available under certain local credit facilities of our subsidiaries.

Previous wording

During the three months ended March 31, 2025, we paid dividends on our common stock of $14.8 million to our shareholders. During the second quarter of 2025, our board of directors declared a dividend of $0.235 per share of common stock to shareholders of record as of June 6, 2025 and payable on June 20, 2025.

Current wording

During the six months ended June 30, 2025, we paid dividends on our common stock of $28.6 million to our shareholders. During the third quarter of 2025, our board of directors declared a dividend of $0.235 per share of common stock to shareholders of record as of September 5, 2025 and payable on September 19, 2025.

Previous wording

During the three months ended March 31, 2025, we repurchased 540,944 shares of common stock on the open market at an average price of $67.73 for an aggregate of $36.6 million. As of March 31, 2025, we recognized a liability of $99.1 million to purchase an additional 1,476,851 shares of common stock related to our previously disclosed share repurchase agreements with Magnus Holdings Co., Ltd. ("Magnus"). As of March 31, 2025, we had $415.5 million remaining under the current share repurchase authorization, of which $62.5 million was utilized by the Company on April 10, 2025, to repurchase 935,907 shares of our common stock from Magnus in satisfaction of our obligations under one of our previously disclosed share repurchase agreements.

Current wording

During the six months ended June 30, 2025, we repurchased 1,889,313 shares of our common stock at an average price of $66.17 for an aggregate of $125.0 million. Included in this amount were 935,907 shares of our common stock repurchased from Magnus Holdings Co., Ltd. ("Magnus"), for an aggregate of $62.5 million. As of June 30, 2025, we recognized a liability of $62.5 million to purchase an additional 953,406 shares of common stock from Magnus. As of June 30, 2025, we had $327.2 million remaining under the current share repurchase authorization, of which $62.5 million was utilized on July 10, 2025, to repurchase 953,406 shares of our common stock from Magnus in satisfaction of our previously disclosed obligations under a share repurchase agreement with Magnus.

Previous wording

During the three months ended March 31, 2025, we invested $11.3 million for capital expenditures. Capital expenditures for the full year are expected to be approximately $85.0 million, although actual amounts may vary depending upon a variety of factors, including the timing of certain capital project implementations and receipt of capital purchases. Capital expenditures generally relate to investments to support the manufacturing and distribution of products, our go-to-market activities, as well as investments in facilities to support our global strategic initiatives.

Current wording

During the six months ended June 30, 2025, we invested $25.1 million in capital expenditures. We expect to invest approximately $70.0 million in capital expenditures for the full year, although actual amounts may vary depending upon a variety of factors, including the timing of certain capital project implementations and receipt of capital purchases. Capital expenditures generally relate to investments to support the manufacturing and distribution of products, our go-to-market activities, as well as investments in facilities to support our global strategic initiatives.

Previous wording

In addition, during the three months ended March 31, 2025, we invested $8.0 million in capitalized implementation costs associated with the implementation of a new global cloud-based enterprise resource planning ("ERP") platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities. We expect to invest approximately $15.0 million to $20.0 million in capitalized implementation costs associated with this global ERP platform for the full year.

Current wording

In addition, during the six months ended June 30, 2025, we invested $21.2 million in capitalized implementation costs associated with the implementation of a new global cloud-based enterprise resource planning ("ERP") platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities. We expect to invest approximately $30.0 to $35.0 million in capitalized implementation costs associated with this global ERP platform for the full year.

Previous wording

The increase in cash used in operating activities was primarily driven by a decrease in income from operations and an increase in cash used to fund working capital. At any specific point in time, working capital is subject to many variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms and fluctuations in foreign exchange rates.

Current wording

The decrease in cash provided by operating activities was primarily driven by an increase in cash used to fund working capital. At any specific point in time, working capital is subject to many variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms and fluctuations in foreign exchange rates.

Previous wording

The increase in cash provided by financing activities was primarily driven by an increase in net proceeds from credit facilities, as well as a decrease in payments of employee restricted stock tax withholdings, offset in part by an increase in purchases of common stock.

Current wording

The decrease in cash used in financing activities was primarily driven by an increase in net proceeds from credit facilities, offset in part by an increase in purchases of common stock.