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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on June 17, 2016

Registration Statement No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Acushnet Holdings Corp.
(Exact name of Registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  3949
(Primary Standard Industrial
Classification Code Number)
  45-5644353
(I.R.S. Employer
Identification No.)



333 Bridge Street
Fairhaven, Massachusetts 02719
(800) 225-8500

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Joseph J. Nauman
Executive Vice President, Chief Legal and Administrative Officer and Secretary
333 Bridge Street
Fairhaven, Massachusetts 02719
(800) 225-8500
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to

Roxane F. Reardon, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

 

Jin Hyuk Park, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
+852 2514-7600

 

Kirk A. Davenport II, Esq.
Nathan Ajiashvili, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

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

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



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 

Common stock $0.001 par value per share

  $100,000,000   $10,070

 

(1)
Includes common shares issuable upon exercise of the underwriters' option to purchase additional common shares.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 17, 2016

PRELIMINARY PROSPECTUS

LOGO

 
   

LOGO
 
LOGO

            Shares

Acushnet Holdings Corp.

Common Stock



        This is an initial public offering of shares of common stock of Acushnet Holdings Corp. The selling shareholders are selling all of the                 shares of common stock to be sold in this offering. We will not sell any shares in this offering and will not receive any proceeds from the sale of shares by the selling shareholders.

        Prior to this offering, there has been no public market for our common stock. We intend to apply to list the common stock on                        , under the symbol "GOLF." The estimated initial public offering price is between $            and $            per share.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 25.



        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

   
  Per Share   Total
 

Initial public offering price

  $               $            
 

Underwriting discount(1)

  $               $            
 

Proceeds, before expenses, to the selling shareholders

  $               $            

  (1)   We refer you to "Underwriting" beginning on page 215 for additional information regarding underwriting compensation.

        The selling shareholders have granted the underwriters an option for a period of 30 days following the date of this prospectus to purchase up to an additional                 shares of common stock solely to cover over-allotments.

        The underwriters expect to deliver the shares to purchasers on                , 2016.

J.P. Morgan   Morgan Stanley
Nomura   UBS Investment Bank

Credit Suisse   Daiwa Capital Markets   Deutsche Bank Securities   Jefferies   Wells Fargo Securities

Prospectus dated                , 2016.


Table of Contents


TABLE OF CONTENTS

 
  Page  

Industry and Market Data

    ii  

Trademarks, Trade Names and Service Marks

   
ii
 

Prospectus Summary

   
1
 

Risk Factors

   
25
 

Special Note Regarding Forward-Looking Statements

   
55
 

Use of Proceeds

   
58
 

Dividend Policy

   
59
 

Capitalization

   
60
 

Dilution

   
63
 

Selected Consolidated Financial Data

   
66
 

Management's Discussion and Analysis of Financial Condition and Results of Operations

   
73
 

Business

   
117
 

Management

   
156
 

Executive Compensation

   
161
 

Principal and Selling Shareholders

   
196
 

Certain Relationships and Related Party Transactions

   
199
 

Description of Indebtedness

   
202
 

Description of Capital Stock

   
205
 

Shares Eligible for Future Sale

   
210
 

Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders

   
212
 

Underwriting

   
215
 

Legal Matters

   
223
 

Experts

   
223
 

Where Can You Find More Information

   
223
 

Index to Consolidated Financial Statements

   
F-1
 

        In this prospectus, the terms "Acushnet," "we," "us," "our" and the "Company" refer to Acushnet Holdings Corp. and its consolidated subsidiaries.

        You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any free writing prospectus, as the case may be, or any sale of shares of our common stock.

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        Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements. Certain other amounts that appear in this prospectus may not sum due to rounding.

        For investors outside the United States:    The selling shareholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we, the selling shareholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.


INDUSTRY AND MARKET DATA

        Within this prospectus, we reference information and statistics regarding the golf industry and the golf equipment, wear and gear markets. We have obtained certain of this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources. Golf Datatech LLC, the National Golf Foundation, Darrell Survey Company, Sports Marketing Surveys Inc. and Yano Research Institute Ltd. are the primary sources for third-party market data and industry statistics and forecasts, respectively, included in this prospectus. Golf Datatech LLC, the National Golf Foundation, Darrell Survey Company, Sports Marketing Surveys Inc. and Yano Research Institute Ltd. do not guarantee the performance of any company about which it collects and provides data. Nothing in the Golf Datatech LLC, the National Golf Foundation, Darrell Survey Company, Sports Marketing Surveys Inc. and Yano Research Institute Ltd. data should be construed as advice. We believe that these external sources and estimates are reliable, but have not independently verified them. Certain of this information and statistics are based on our good faith, reasonable estimates, which are derived from our review of internal surveys and independent sources. In addition, projections, assumptions and estimates of the future performance of the golf industry and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Special Note Regarding Forward-Looking Statements". These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.


TRADEMARKS, TRADE NAMES AND SERVICE MARKS

        This prospectus includes trademarks, trade names and service marks that we either own or license, such as "Titleist," "FootJoy," "Pro V1," "Pro V1x," "FJ," "Pinnacle," "Scotty Cameron," and "Vokey Design" which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. This prospectus may also contain trademarks, trade names and service marks of other parties, and we do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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PROSPECTUS SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision.


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. Driven by our focus on dedicated and discerning golfers and the golf shops that serve them, we believe we are the most authentic and enduring company in the golf industry. Our mission—to be the performance and quality leader in every golf product category in which we compete—has remained consistent since we entered the golf ball business in 1932. 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 wear brands. Titleist has been the #1 ball in professional golf for 68 years and FootJoy has been the #1 shoe on the PGA Tour for over six decades.

        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 driving brand awareness. We leverage a pyramid of influence product and promotion strategy, whereby our products are the most played by the best players, creating aspirational appeal for a broad range of golfers who want to emulate the performance of the game's best players.

        Dedicated golfers view premium golf shops, such as on-course golf shops and golf specialty retailers, as preferred retail channels for golf products of superior performance and product quality. As a result, we have committed to being one of the preferred and trusted partners to premium golf shops worldwide. This commitment provides us a retail environment where our product performance and quality advantage can most effectively be communicated to dedicated golfers. In addition, we also service other qualified retailers that sell golf products to consumers worldwide.

        Our vision is to consistently be regarded by industry participants, from dedicated golfers to the golf shops that serve them, as the best golf company in the world. We have established leadership positions across all major golf equipment and golf wear categories under our globally recognized brands.


LOGO
 

#1 ball in golf

Golf's Symbol of Excellence

A leading global golf equipment brand

     
     

LOGO
 

#1 shoe in golf

#1 glove in golf

A leading global golf wear brand

     

LOGO
 

#1 wedge on the PGA Tour

     

LOGO
 

A leading putter on the PGA Tour

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        For the year ended December 31, 2015 and the three months ended March 31, 2016, we recorded net sales of $1,503.0 million and $442.8 million, net income (loss) attributable to Acushnet Holdings Corp. of $(1.0) million and $24.7 million and Adjusted EBITDA of $214.7 million and $80.8 million, respectively. See "—Summary Consolidated Financial Data" for a reconciliation of Adjusted EBITDA to net income (loss) attributable to Acushnet Holdings Corp., the most directly comparable financial measure under generally accepted accounting principles in the United States, or GAAP.

Our History and Evolution

        Founded in Acushnet, Massachusetts by Phil "Skipper" Young in 1910 and incorporated as the Acushnet Process Company, our golf business was established in 1932. The objective from the very beginning was to produce a golf ball that would set the standard in performance, quality and consistency, and become the preferred choice of dedicated golfers and the preferred trade partners who would serve them. The core values of serving the game's dedicated golfer with a superior product, in terms of both performance and quality, and having that superior product validated by the game's most dedicated golfers and premium golf retailers, have endured for the past eight decades.

Our Core Focus

Dedicated Golfers

        Our target market is dedicated golfers, who are avid and skill-biased, prioritize performance and commit the time, effort and money to improve their game. We believe that dedicated golfers are the most consistent purchasers of golf products and estimate that while they represented only approximately 15% of all United States golfers, they accounted for more than 40% of total rounds played and approximately 70% of all golf equipment and gear spending in the United States during 2014. We also believe dedicated golfers account for an outsize share of golf equipment and gear spending outside the United States and purchase a significant portion of golf wear products worldwide.

Product Platform

        Leveraging the success of our golf ball and golf shoe businesses, while maintaining the core values of the Titleist and FootJoy brands, we have strategically entered into product categories such as golf clubs, wedges, putters, golf gloves, golf gear and golf wear with an objective of being the performance and quality leader.

        Since the dedicated golfer views each performance product category on its own merits, we have approached each category on its own terms by committing the necessary resources to become the performance and quality leader in each product category where we participate. As a result, we have built an industry leading platform across all performance product categories, driving a market-differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented approximately 43% of our net sales in 2015, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented approximately 57% of our net sales in 2015.

        We operate under the following four reportable segments.

    Titleist Golf Balls (36% of 2015 net sales)

        Titleist is the #1 ball in golf. The Titleist golf ball was founded with a purpose of designing and manufacturing a performance oriented, high quality golf ball that was superior to all other products available in the market. We believe the golf ball is the most important piece of equipment in the game, as it is the only piece of equipment used by every player for every shot. The golf ball is also the most important category for us as it generates the largest portion of our sales and profits. Since its

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introduction in 2000, the Titleist Pro V1 has been the best-selling golf ball globally and continues to set the bar in terms of product design, quality and performance. We also design, manufacture and sell other golf balls under the Titleist brand, such as NXT Tour, Velocity and DT TruSoft, as well as under the Pinnacle brand. We have continually improved our golf balls through innovation in materials, construction and manufacturing processes, which has enabled us to build the #1 golf ball franchise in the world.

    Titleist Golf Clubs (26% of 2015 net sales)

        We design, assemble and sell golf clubs (drivers, fairways, hybrids and irons) under the Titleist brand, wedges under the Vokey Design brand and putters under the Scotty Cameron brand. The mission of our golf club business is to design and develop the best performing golf clubs in the world for dedicated golfers. We believe dedicated golfers do not buy brands across categories but seek out best-in-class products in each category. This is the reason we have partnered with dedicated engineers and craftsmen such as Bob Vokey and Scotty Cameron, who understand the nuances, subtleties and impact mechanics of their respective golf club categories. Titleist golf clubs, Vokey Design wedges and Scotty Cameron putters are widely used by professional and competitive amateur players, which validates the products' performance and quality excellence. We are also committed to a leading club fitting and trial platform to maximize dedicated golfers' performance experience.

    Titleist Golf Gear (9% of 2015 net sales)

        We offer a diversified portfolio of Titleist-branded performance golf gear across the golf bags, headwear, gloves, travel gear, head covers and other golf gear categories. Our golf gear is focused on superior performance and quality excellence, which is the mission of any product bearing the Titleist brand name.

    FootJoy Golf Wear (28% of 2015 net sales)

        We design, manufacture and sell golf shoes and gloves, and we design and sell performance outerwear, apparel and socks, under the FootJoy brand. By offering products with premium materials, superior comfort and fit and authentic designs, FootJoy has become the #1 shoe and #1 glove in golf and a leader in the global performance golf outerwear and the U.S. golf apparel markets. We believe FootJoy is seen by golfers around the world as an authentic and definitive golf brand with a consistent, differentiated focus on performance and quality.

Pyramid of Influence

        The game of golf is learned by observation and imitation, and golfers improve their own performance by attempting to emulate highly skilled golfers. Golfers are influenced not only by how other golfers swing but also by what they swing with and what they swing at. This is the essence of golf's pyramid of influence, which is deeply ingrained in the mindset of the dedicated golfer. At the top of the pyramid is the most dedicated golfer, who attempts to make a living playing the game professionally. Adoption by most of the best golfers, whose professional success depends on their performance, validates the quality, features and benefits of using the best performing products. This, in turn, creates aspirational appeal for golfers who want to emulate the performance of the best players. By virtue of the performance and quality excellence of our products, we believe we are best-positioned to leverage the pyramid of influence since most of the best players trust and use Titleist and FootJoy products. Our primary marketing strategy is for our products to be the most played by the best players, including both professional and amateur golfers. This strategy has proven to be enduring and effective in the long-term and is not dependent on the transient success of a few elite players at any given point in time.

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Innovation Leadership

        We believe innovation is critical to dedicated golfers as they depend on the ability of new and innovative products to drive improved performance. We believe we are the design and technology leader in the golf industry, and as such we currently employ a research and development team of over 150 scientists, chemists, engineers and technicians. We also introduce new product innovations at a cadence that best aligns with the typical dedicated golfer's replacement cycle within each product category. We spent $42.2 million, $44.2 million and $46.0 million in 2013, 2014 and 2015, respectively, on research and development, or R&D.

Operational Excellence

        The requirements of the game lead the dedicated golfer to seek out products of maximum performance and consistency. We own or control the design, sourcing, manufacturing, packaging and distribution of our products. In doing so, we are able to exercise control over every step of the manufacturing process and supply chain operations, thereby setting the standard for quality and consistency. Our operational excellence also allows us to continually develop innovative new products, bring those products to market more efficiently and ensure high levels of quality control. We have developed and refined distinct and independently managed supply chains for each of our product categories. Our manufacturing facilities include:

    three golf ball manufacturing facilities that collectively produce over 1 million balls per production day;

    six golf club assembly facilities;

    a joint venture facility to manufacture our golf shoes; and

    a facility to manufacture our golf gloves.

Route to Market Leadership

        As one of the preferred partners to premium golf shops, we ensure that the performance benefits derived from using our products are showcased and our products are properly merchandised. We have over 350 sales representatives directly servicing over 31,000 accounts in 46 countries and we service over 90 countries in total, directly or through distributors. With an average of almost 20 years of experience, we believe the Titleist U.S. sales team is the largest and most experienced in the industry. Similarly, we believe FootJoy has built the most experienced, highly qualified team in the U.S. golf wear category. As we see our retail partners as a critical connection to dedicated golfers, we place great emphasis on building strong relationships and trust with them. We also place a strong focus on consumer engagement, starting with fitting and trial initiatives across our balls, clubs and shoes categories.

Market Overview and Opportunity

Market Overview

        We estimate that the sport of golf gives rise to a global commercial opportunity of more than $85 billion annually, which captures all spending related to golf. There are over 50 million golfers worldwide playing over 800 million rounds annually on over 32,000 golf courses. Our addressable market comprised of golf equipment, golf wear and golf gear represents approximately $12 billion in retail sales and approximately $8 billion in wholesale sales. The United States accounted for over 40% of our addressable market, followed by Japan and Korea collectively accounting for over 30% of our addressable market, each in 2014.

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        Although the number of rounds of golf played in the United States declined overall from 2006 until the end of 2014, we believe that golf industry fundamentals, especially in developed markets such as the United States, Europe and Japan, have shown improvement since the beginning of 2015. We believe that the number of rounds of golf played by our target market of dedicated golfers was relatively stable during this period of overall decline in the golf industry.

        We believe the golf industry is mainly driven by golfer demographics, dedicated golfers and weather and economic conditions.

        Golfer Demographics.    Golf is a recreational activity that requires time and money. The golf industry has been principally driven by the age cohort of 30 and above, currently "gen-x" (age 30 to 49) and "baby boomers" (age 50 to 69), who have the time and money to engage in the sport. In the United States, there are approximately 8.7 million gen-x golfers and approximately 6.6 million baby boomer golfers, representing approximately 63% of total golfers in the United States. Households headed by gen-x and baby boomers also claim an approximately 80% share of the total income dollars in the United States. Since a significant number of baby boomers have yet to retire, we anticipate strong growth in spending from this demographic as it has been demonstrated that rounds of play increase significantly as those in this cohort reach retirement. On average, golfers in the age range of 18 to 34 play 15 rounds per year, whereas those in the age range of 50 to 64 and 65 and above play 29 rounds and 51 rounds per year, respectively. While golf has historically consisted of mostly male players, women accounted for approximately 24% of golfers in the United States in 2015, up from approximately 20% in 2011. Because nearly 40% of beginner golfers in the United States in 2015 were women, we believe that the percentage of women golfers will continue to grow. The future of golf participation beyond the gen-x and baby boomer generation is also very promising. One of the most exciting recent developments in golf has been the generational shift with millennial golfers making their marks at both professional and amateur levels. Golfers under the age of 30 represented 44% of the World Rank Top 50 and 76% of Rolex World Rank Top 50 Women as of May 31, 2016. The largest single age group of beginners in the United States in 2015 was millennials (age 18 to 29). Further, the number of junior golfers (age 6 to 17) in the United States has grown from approximately 2.5 million golfers in 2010 to approximately 3.0 million golfers in 2015.

        Dedicated Golfers.    Dedicated golfers are largely gen-x and baby boomers who have demonstrated the propensity to pay a premium for products that help them perform better. We believe dedicated golfers, who comprise our target market, will continue to be a key driver for the global golf industry. The National Golf Foundation estimates that there were 6.4 million, 6.5 million and 6.2 million "avid" golfers in the United States in 2013, 2014 and 2015, respectively, with "avid" golfers defined as those who play 25 rounds or more per year. We estimate that approximately 60% of these avid golfers in the United States are dedicated golfers.

        Weather Conditions.    Weather conditions determine the number of playable days in a year and thus influence the amount of time people spend on golf. Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year-round, with many of our on-course customers closed during the cold weather months. Therefore, favorable weather conditions generally result in more playable days in a given year and thus more golf rounds played, which generally results in increased demand for all golf products.

        Economic Conditions.    The state of the economy influences the amount of money people spend on golf. Golf equipment, including clubs, balls and accessories, is recreational in nature and is therefore a discretionary purchase for consumers. Consumers are generally more willing to make discretionary purchases of golf products when economic conditions are favorable and when consumers are feeling confident and prosperous.

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    Our Opportunity

        We have demonstrated sustained, resilient and stable revenue and Adjusted EBITDA growth over the past five years, despite challenges related to demographic, macroeconomic and weather related conditions. Our differentiated focus on performance and quality excellence, enduring connections with dedicated golfers and favorable and market-differentiating mix of consumable and durable products have been the key drivers of our strong performance. We believe this focus, along with the overall stabilization of the golf industry, positions us to continue to generate industry-leading performance.

Strong Financial Performance

        Since 2011, we have driven strong financial performance across our product portfolio in the aggregate and in each of our reportable segments of Titleist golf balls, Titleist golf clubs, Titleist golf gear and FootJoy golf wear. From 2011 to 2015:

    our net sales increased from $1,336.1 million (on a combined basis) to $1,503.0 million, representing a compound annual growth rate, or CAGR, of 3%, or 6% on a constant currency basis;

    our net income (loss) attributable to Acushnet Holdings Corp. was $(31.2) million in 2011 (on a combined basis), $13.9 million in 2012, $19.6 million in 2013, $21.6 million in 2014 and $(1.0) million in 2015;

    our Adjusted EBITDA increased from $138.4 million (on a combined basis) to $214.7 million, representing a CAGR of 12%;

    we achieved 400 basis points of Adjusted EBITDA margin expansion;

    our Adjusted Net Income increased from $46.7 million (on a combined basis) to $86.7 million, representing a CAGR of 17%;

    our cash flows provided by operating activities increased from $51.1 million (on a combined basis) to $91.8 million; and

    our Adjusted Free Cash Flow increased from $48.8 million (on a combined basis) to $104.0 million.

        See "Selected Consolidated Financial Data" for a reconciliation of Adjusted EBITDA and Adjusted Net Income to net income (loss) attributable to Acushnet Holdings Corp. and a reconciliation of Adjusted Free Cash Flow to cash flows provided by (used in) operating activities, the most directly comparable GAAP financial measures, and for a presentation of our results of operations for 2011 on a combined basis. See "Management's Discussion and Analysis of Financial Condition and Results of

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Operations—Overview—Key Performance Measures" for a description of how we calculate constant currency information.

GRAPHIC

Our Competitive Strengths

        Steward of Golf's Most Revered Brands.    We have long been the trusted steward of two of golf's most revered and recognized brands, and have enjoyed the longest running record of market leadership in the golf category. Titleist has been the #1 ball in professional golf for 68 years while FootJoy has been the leading brand on the PGA Tour in golf shoes for over six decades and golf gloves for over three decades. The performance and quality of our brands are validated by the widespread adoption of our products by the world's best professional and amateur golfers, which generates exceptional brand loyalty among our core customers and drives repeat purchases.

        Market-Leading Portfolio of Products Designed for Dedicated Golfers.    The Titleist Pro V1 golf ball was launched in 2000 and in four months became the #1 selling ball on the market, a position it still holds, and is the #1 golf ball played at every level of competitive golf today. We estimate that we held nearly one-half of the 2015 global top grade wholesale golf ball market, which we estimate was approximately $1.0 billion, including over two-thirds of the premium performance market segment. It is rare when a brand's highest priced product in a particular category is also the industry volume leader. In 2015, the number of Titleist balls played on professional tours was more than five times the number of balls of our nearest competitor. Titleist records even higher ball counts at most amateur championships than on the worldwide professional tours, a further testament to the performance and quality of Titleist, particularly since amateurs are not allowed to receive compensation for the use or endorsement of any brand's equipment. Faithful to the brand promise of the Titleist ball, we believe our golf clubs are also best-in-class in terms of performance and quality. Our Vokey Design wedges and Scotty Cameron putters are recognized worldwide as leaders in their respective categories. Our Vokey Design wedges are the most widely used on the PGA Tour. Under our FootJoy brand, we are the #1 shoe in golf, with the leading usage on all of the world's major professional golf tours and twice as many stock keeping units, or SKUs, as our nearest competitors. FootJoy gloves also have the leading market share, enjoy the #1 position on all the world's major professional golf tours, and offer the largest selection of golf gloves in the industry. FootJoy is also a global leader in golf outerwear and has a rapidly growing presence in golf apparel.

        Favorable Consumable / Durable Mix.    We have developed a product portfolio with a favorable mix of consumables and durables, which we believe differentiates us from other pure golf equipment manufacturers. Consumable purchases are largely driven by the number of rounds played, while durable purchases are subject to technology replacement cycles. We believe our favorable product mix is less

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economically cyclical and more working capital efficient than that of our peers. Our sales reflect a favorable and market-differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented approximately 43% of our net sales in 2015, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented approximately 57% of our net sales in 2015.

        Best-in-Class Design Innovation.    Driven by our commitment to perpetual innovation, we believe we are the innovation leader in the golf industry. Golf's most regulated and technically-driven categories are golf balls and golf clubs, and therefore require strong intellectual property to create differentiated products with superior performance and quality. We hold the largest patent portfolio in the golf industry, with close to 1,200 active U.S. utility patents in golf balls, over 300 active U.S. utility patents in golf clubs, wedges and putters and 284 active patents (including ex-U.S. and design patents) in golf shoes and gloves. Over 90% of our current products incorporate technologies or designs developed in the last five years. The Titleist Pro V1 franchise is an example of our innovation leadership. We have sold over 110 million dozen Pro V1 and Pro V1x golf balls, generating over $4 billion of revenue, since the introduction of the Pro V1 in 2000.

        Operational Excellence.    Unlike many other golf companies, we own or control the design, sourcing, manufacturing, packaging and distribution of our products. Our vertically integrated approach delivers a consistent product quality and results in very high customer satisfaction. By controlling key aspects of the design and manufacturing processes, we are better able to protect our intellectual property as well as offer customization capabilities and efficient turn times. Furthermore, we are able to provide custom fitted products to individuals in a short timeframe and facilitate regional market customization.

        Unparalleled Route to Market Leadership.    The foundation of our go-to-market strategy is to continue to be the preferred partner for premium golf shops worldwide and to provide customization and fitting that optimize our customers' post-purchase experiences. In doing so, we ensure that the performance benefits derived from using our products are showcased and our products are properly merchandised, while deepening our customers' connections with the Titleist and FootJoy brands. We believe these initiatives, in turn, increase sales and profitability for our retail partners, leading to a mutually beneficial economic relationship. There are currently over 3,400 premium golf shops that exclusively stock or display Titleist balls.

        Deep Stewardship Culture and Experienced Management Team.    Behind our exceptional products and organizational infrastructure lies an authentic and enduring organizational culture validated by the longevity of our management team, sales force and associates. Our management team members, many of whom have dedicated their entire careers to our company, average over 20 years of employment with us. They are supported by a deep and talented team of associates across product categories, functions, markets and geographies, who serve as strong brand and cultural ambassadors. Approximately 50% of our U.S. associates have over ten years of employment with us, highlighting the depth of our talent and future leaders. We are the stewards of our brands, and we are committed to maintaining the culture of excellence that defines us and our products.

Our Growth Strategies

        We plan to continue to pursue organic growth initiatives across all product categories, brands, geographies and marketing channels.

        Introduce New Products and Extend Market Share Leadership in Equipment Categories.    We expect to sustain our strong performance in our core categories of golf balls and golf clubs through several targeted strategies:

    Titleist Golf Balls.  To ensure sustained long-term market leadership, we are continuously investing in design innovation and refining our sell-in and sell-through route to market

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      capabilities and effectiveness in the golf ball product category. We are currently focused on improving our sales team training in product, merchandising, local promotion and selling skills, as well as enhancing trade partnerships in those channels where dedicated golfers shop. We will continue to grow our custom golf ball business by targeting both corporations and individuals, thereby increasing brand loyalty and the likelihood of repeat purchases.

    Titleist Clubs, Wedges and Putters.  We intend to continue to launch innovative, performance golf clubs by further leveraging Titleist clubs' leading R&D platform. We believe concept and specialty products, trial and fitting initiatives and premium quality digital content will further drive customer awareness and market share gains across all premium club categories.

        Increase Penetration in Golf Gear and Wear Categories.    We intend to build on the brand loyalty that the dedicated golfer has developed for our Titleist ball and club categories and FootJoy shoe and glove categories in order to increase our penetration in the adjacent categories of golf gear and golf wear. We expect to continue to drive growth across these categories by employing the following initiatives:

    Titleist Golf Gear.  We are committed to providing dedicated golfers with golf gear of performance and quality excellence that is faithful to the Titleist brand promise. We are making significant investments in design and engineering resources and are leveraging dedicated player research methodologies and insights to drive innovation in this product category. We also plan to expand custom and limited edition product offerings and launch a U.S. eCommerce website for Titleist golf gear in 2017.

    FootJoy Women's Apparel Initiative.  We are currently building out a focused, performance-based FootJoy women's apparel line consistent with the brand's successful positioning in men's apparel. The women's apparel line, which launched in early 2016, pairs sophisticated performance fabrics and design with layering technology pioneered by FootJoy to create maximum comfort and protection. By leveraging our existing FootJoy sales force in an adjacent category, we believe we can offer a compelling and authentic solution to female golfers and capitalize on the trend of casual, athletic styling that is driving success in the broader women's apparel space.

    FootJoy eCommerce Launch.   We recently launched a U.S. eCommerce website offering over 6,000 SKUs across all FootJoy categories. The eCommerce initiative is expected to yield incremental sales and profitability, enriched data on preferences and trends as well as foster a deeper and more real time connection with the dedicated golfer.

        Strategically Pursue Global Growth.    The Titleist and FootJoy brands are both global brands that are well positioned where golf's growth is anticipated. While we believe that a majority of the near-term growth will be driven by the developed economies, emerging economies, such as the markets in Southeast Asia, represent longer-term growth opportunities. To meet future demand, we are ensuring that local capabilities and expertise in sales, customer service, merchandising, online presence, golf education and fitting initiatives are in place to support our operations.

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The Refinancing

        On April 27, 2016, Acushnet Company, our direct wholly-owned operating subsidiary, entered into a credit agreement, or the new credit agreement, which provides for (i) a new $275.0 million multi-currency revolving credit facility, or our new revolving credit facility, including a $20.0 million letter of credit sub-facility, a C$25.0 million sub-facility for Acushnet Canada Inc. and a £20.0 million sub-facility for Acushnet Europe Limited and an alternative currency sublimit of $100.0 million for borrowings in Canadian dollars, euros, pounds sterling and Japanese yen, (ii) a new $375.0 million term loan A facility, or our new term loan A facility, and (iii) a new $100.0 million delayed draw term loan A facility, or our new delayed draw term loan A facility, each of which matures on the fifth anniversary of the initial funding under the new credit agreement.

        The new credit agreement was signed and became effective on April 27, 2016 and we expect the initial funding under the new credit agreement to occur on or around July 29, 2016. On the initial funding date, we expect to use the proceeds of the new term loan A facility and borrowings under the new revolving credit facility to repay all amounts outstanding under our secured floating rate notes, our former senior revolving credit facility, and certain of our former working credit facilities and to pay fees and expenses related to the foregoing. Until the date that is one year after the initial funding date, the commitments under the new delayed draw term loan A facility will be available to make payments in connection with the final payout of the outstanding Equity Appreciation Rights, or EARs, under the Acushnet Company Equity Appreciation Rights Plan, as amended, or the EAR Plan.

        In addition, on or around June 30, 2016, we expect to use cash on hand and/or borrowings under our former senior revolving credit facility to repay all amounts outstanding under our former senior term loan facility. We refer to (i) the entering into of the new credit agreement and the use of borrowings under the new term loan A facility and the new revolving credit facility to repay all amounts outstanding under our secured floating rate notes, our former senior revolving credit facility, and certain of our former working credit facilities and to pay fees and expenses related to the foregoing and (ii) the use of cash on hand and/or borrowings under our former senior revolving credit facility to repay all amounts outstanding under our former senior term loan facility collectively as the Refinancing. We refer to our former senior term loan facility, our former senior revolving credit facility and certain of our former working credit facilities that are being repaid in connection with the Refinancing as our former credit facilities.

        In this prospectus, we refer to our senior revolving credit facility, our senior term loan facility and certain of our working credit facilities that will be repaid and terminated on or around July 29, 2016 as "former" because the new credit agreement became effective on April 27, 2016; however, our senior term loan facility and any borrowings thereunder remain outstanding until such borrowings are repaid and such facility is terminated on or around June 30, 2016 and our senior revolving credit facility and such working credit facilities and any borrowings thereunder remain outstanding until such borrowings are repaid and such facilities are terminated on the initial funding date. For more information on the terms of the new credit agreement, see "Description of Indebtedness."


Risk Factors

        Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in "Risk Factors" before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common stock would likely decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face:

    a reduction in the number of rounds of golf played or in the number of golf participants;

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    unfavorable weather conditions, macroeconomic or demographic factors;

    a disruption in the operations of our manufacturing, assembly or distribution facilities or in the operations of our suppliers or an increase in the cost of raw materials and components;

    many of our raw materials or components of our products are provided by a sole or limited number of third-party suppliers and manufacturers;

    currency transaction and currency translation risks and other risks associated with doing business globally;

    reliance on technical innovation and the ability to manage the frequent introduction of new products;

    ability to enforce and protect our intellectual property rights and lawsuits related to intellectual property matters;

    intense competition and an inability to maintain our competitive advantage;

    dependence on retailers and distributors and ability to maintain and further develop our sales channels;

    seasonal fluctuations and cyclicality due to new product introductions;

    reliance on complex information and technology-based systems and cybersecurity risks;

    reliance on our current senior management team and other key employees; and

    ability to maintain effective internal controls over financial reporting.


Corporate Information

        Acushnet Holdings Corp. was incorporated in Delaware on May 9, 2011 as Alexandria Holdings Corp., an entity owned by Fila Korea Ltd., a leading sport and leisure apparel and footwear company which is a public company listed on the Korea Exchange, and a consortium of investors led by Mirae Assets Global Investments, a global investment management firm. Acushnet Holdings Corp. acquired Acushnet Company, our operating subsidiary, from Beam Suntory, Inc. (at the time known as Fortune Brands, Inc. and which we refer to as Beam) on July 29, 2011, which we refer to as the Acquisition. Immediately prior to the closing of this offering and after giving effect to (i) the conversion of all of our outstanding 7.5% convertible notes due 2021, or our Convertible Notes, (ii) the conversion of all of our outstanding Series A 7.5% redeemable convertible preferred stock, or our Convertible Preferred Stock, and (iii) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants, which is expected to occur in July 2016, Fila Korea Ltd. will own approximately 33.1% of our common stock and the consortium of investors led by Mirae Assets Global Investments will own approximately 66.5% of our common stock.

        Our principal executive offices are located at 333 Bridge Street, Fairhaven, Massachusetts 02719. Our telephone number is (800) 225-8500. Our principal website address is www.acushnetcompany.com. The information on, or accessible through, our website and the other websites referenced herein is deemed not to be incorporated by reference in this prospectus or to be a part of this prospectus.

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The Offering

Issuer

  Acushnet Holdings Corp., a Delaware corporation.

Common stock offered by the selling shareholders

 

                shares.

Option to purchase additional shares of common stock from the selling shareholders

 

The selling shareholders have granted the underwriters an option for a period of 30 days following the date of this prospectus to purchase up to an additional            shares of common stock at the initial public offering price less the underwriting discount solely to cover over-allotments.

Common stock to be outstanding after this offering

 

                shares.

Use of proceeds

 

We will not receive any proceeds from the sale of shares of our common stock in this offering by the selling shareholders. However, we will pay certain expenses, other than the underwriting discount, associated with this offering.

Dividend policy

 

Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, capital requirements, financial condition, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. Future agreements may also limit our ability to pay dividends. Because we are a holding company and have no direct operations, we expect to pay dividends, if any, only from funds we receive from our subsidiaries.

 

See "Dividend Policy."

Risk factors

 

See "Risk Factors" and other information included in this prospectus for a discussion of risks you should carefully consider before deciding to invest in our common stock.

Proposed                  trading symbol

 

"GOLF"

        The number of shares of our common stock to be outstanding immediately after the closing of this offering is based on            shares of common stock outstanding as of March 31, 2016 and, unless otherwise indicated:

    reflects and assumes the following:

    the adoption of our amended and restated certificate of incorporation and our amended and restated by-laws in connection with this offering;

    the automatic conversion of all of our outstanding Convertible Notes into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering;

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      the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of             shares of our common stock, which will occur immediately prior to the closing of this offering; and

      the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of             shares of our common stock at an exercise price of $        per share, which is expected to occur in July 2016; and

    does not reflect:

                shares of our common stock issuable following vesting in settlement of restricted stock units, or RSUs, and up to            shares of our common stock issuable following vesting in settlement of performance stock units, or PSUs, in each case that were issued under our 2015 Omnibus Incentive Plan, or the 2015 Incentive Plan;

                additional shares of our common stock reserved for future issuance under the 2015 Incentive Plan; and

    shares of our common stock issuable in respect of the settlement of up to 50% of the outstanding EARs at our option, which were issued under the EAR Plan.

        The number of shares of our common stock outstanding on a historical, pro forma and pro forma as adjusted basis each reflect the    -for-    stock split that we effectuated on            .

        Unless otherwise indicated, the information in this prospectus does not reflect any exercise by the underwriters of their option to purchase additional shares from the selling shareholders.

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Summary Consolidated Financial Data

        You should read the summary consolidated financial data below together with the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, as well as "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information included elsewhere in this prospectus.

        We have derived the summary historical consolidated statement of operations data and the consolidated statement of cash flows data for the years ended December 31, 2013, 2014 and 2015 and the consolidated balance sheet data as of December 31, 2014 and 2015 presented below from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary historical balance sheet data as of December 31, 2013 presented below from our audited consolidated financial statements which are not included in this prospectus. Our historical audited results are not necessarily indicative of the results that should be expected in any future period.

        We have derived the summary historical consolidated statement of operations data and the consolidated statement of cash flows data for the three months ended March 31, 2015 and March 31, 2016 and the consolidated balance sheet data as of March 31, 2016 presented below from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to present fairly the financial information set forth in those statements. The results for any interim period are not necessarily indicative of the results that may be expected for the full year and our historical unaudited results are not necessarily indicative of the results that should be expected in any future period.

        The pro forma balance sheet data as of March 31, 2016 and the pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp. and the pro forma basic and diluted weighted average number of shares for the year ended December 31, 2015 and the three months ended March 31, 2016 presented below are unaudited and give effect to (i) the automatic conversion of all of our outstanding Convertible Notes into an aggregate of                shares of our common stock, which will occur immediately prior to the closing of this offering, (ii) with respect to the pro forma balance sheet data, the payment in cash of $18.3 million of interest on the Convertible Notes accrued from August 1, 2015 through March 31, 2016 and (iii) the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of                shares of our common stock, which will occur immediately prior to the closing of this offering. The pro forma balance sheet data gives effect to the foregoing transactions assuming they occurred on March 31, 2016 and the pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp. gives effect to the foregoing transactions assuming they occurred on January 1, 2015. The pro forma data is not necessarily indicative of what our financial position or basic or diluted net income per common share attributable to Acushnet Holdings Corp. would have been if the foregoing transactions had been completed as of March 31, 2016 or for the year ended December 31, 2015 or the three months ended March 31, 2016, nor is such data necessarily indicative of our financial position or basic or diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for any future date or period.

        The pro forma as adjusted balance sheet data as of March 31, 2016 and the pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. and the pro forma as adjusted basic and diluted weighted average number of shares for the year ended December 31, 2015 and the three months ended March 31, 2016 presented below are unaudited and give further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of                shares of our common stock at an exercise price of $            per share and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016 and (ii) the Refinancing. The pro forma as adjusted

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balance sheet data gives effect to the foregoing transactions assuming they occurred on March 31, 2016 and the pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. gives effect to the foregoing transactions assuming they occurred on January 1, 2015. The pro forma as adjusted data is not necessarily indicative of what our financial position or basic or diluted net income per common share attributable to Acushnet Holdings Corp. would have been if the foregoing transactions had been completed as of March 31, 2016 or for the year ended December 31, 2015 or the three months ended March 31, 2016, nor is such data necessarily indicative of our financial position or basic or diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for any future date or period.

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  Year ended December 31,   Three months ended March 31,  
 
  2013   2014   2015   2015   2016  
 
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                               

Net sales

  $ 1,477,219   $ 1,537,610   $ 1,502,958   $ 416,298   $ 442,796  

Cost of goods sold

    744,090     779,678     727,120     201,040     217,331  

Gross profit

    733,129     757,932     775,838     215,258     225,465  

Operating expenses:

                               

Selling, general and administrative

    568,421     602,755     604,018     153,727     153,348  

Research and development

    42,152     44,243     45,977     11,014     11,130  

Intangible amortization

    6,704     6,687     6,617     1,661     1,649  

Restructuring charges

    955         1,643         587  

Income from operations

    114,897     104,247     117,583     48,856     58,751  

Interest expense, net

    68,149     63,529     60,294     15,331     13,841  

Other (income) expense, net

    5,285     (1,348 )   25,139     (1,824 )   1,383  

Income before income taxes

    41,463     42,066     32,150     35,349     43,527  

Income tax expense

    17,150     16,700     27,994     18,962     17,317  

Net income

    24,313     25,366     4,156     16,387     26,210  

Less: Net income attributable to noncontrolling interests

   
(4,677

)
 
(3,809

)
 
(5,122

)
 
(1,585

)
 
(1,530

)

Net income (loss) attributable to Acushnet Holdings Corp. 

    19,636     21,557     (966 )   14,802     24,680  

Dividends paid to preferred shareholders

    (8,045 )   (8,045 )   (8,045 )        

Accruing of cumulative dividends

    (5,740 )   (5,740 )   (5,740 )   (3,399 )   (3,437 )

Allocation of undistributed earnings to preferred shareholders

    (3,225 )   (3,866 )       (5,375 )   (9,160 )

Net income (loss) attributable to common shareholders—basic

    2,626     3,906     (14,751 )   6,028     12,083  

Net income (loss) attributable to common shareholders—diluted(1)

  $ 2,626   $ 3,906   $ (14,751 ) $ 11,915   $ 19,672  

Per Share Data:

                               

Net income (loss) per common share attributable to Acushnet Holdings Corp.—basic(2)

  $     $     $     $     $    

Net income (loss) per common share attributable to Acushnet Holdings Corp.—diluted(3)

                               

Weighted average number of common shares—basic(2)

                               

Weighted average number of common shares—diluted(3)

                               

Pro forma net income per common share attributable to
Acushnet Holdings Corp.—basic and diluted(4)

  $           $    

Pro forma weighted average number of common shares—basic(4)

                   

Pro forma weighted average number of common shares—diluted(4)

                   

Pro forma as adjusted net income per common share
attributable to Acushnet Holdings Corp.—basic and diluted(5)

  $           $    

Pro forma as adjusted weighted average number of common
shares—basic(5)

                   

Pro forma as adjusted weighted average number of common
shares—diluted(5)

                   

(1)
Reflects the impact to net income (loss) attributable to common shareholders of dilutive securities. Diluted net income (loss) attributable to common shareholders for each of the years ended December 31, 2013, 2014 and 2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the Convertible Notes to common shares, (iii) the exercise of our outstanding common stock warrants or (iv) the exercise of

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    then outstanding stock options, as the inclusion of these instruments would have been anti-dilutive for each of the years ended December 31, 2013, 2014 and 2015. Diluted net income (loss) attributable to common shareholders for the three months ended March 31, 2015 and 2016 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares or (ii) the exercise of our outstanding common stock warrants, as the inclusion of these instruments would have been anti-dilutive for each of the three months ended March 31, 2015 and 2016.

(2)
Basic net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp., after adjusting for (i) dividends paid and accrued and (ii) allocations of undistributed earnings to preferred shareholders, by (B) basic weighted average common shares outstanding.

(3)
Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp., after adjusting for (i) dividends paid and accrued, (ii) allocations of undistributed earnings to preferred shareholders and (iii) the impacts to net income (loss) of any potentially dilutive securities, by (B) the diluted weighted average common shares outstanding, which has been adjusted to include any potentially dilutive securities. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for each of the years ended December 31, 2013, 2014 and 2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the Convertible Notes to common shares, (iii) the exercise of our outstanding common stock warrants or (iv) the exercise of then outstanding stock options, as the inclusion of these instruments would have been anti-dilutive for each of the years ended December 31, 2013, 2014 and 2015. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the three months ended March 31, 2015 and 2016 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares or (ii) the exercise of our outstanding common stock warrants, as the inclusion of these instruments would have been anti-dilutive for each of the three months ended March 31, 2015 and 2016.

(4)
See Note 20 to our audited consolidated financial statements and Note 12 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on the calculation of pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp.

(5)
Pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. represents pro forma net income per common share attributable to Acushnet Holdings Corp. after giving further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of                 shares of our common stock at an exercise price of $            per share and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016 and (ii) the Refinancing, as if each of these events occurred on January 1, 2015.

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    The following table provides a reconciliation of pro forma net income attributable to Acushnet Holdings Corp. to pro forma as adjusted net income attributable to Acushnet Holdings Corp.:

 
  Year ended
December 31, 2015
  Three months ended March 31, 2016  
 
  (in thousands, except share and
per share data)

 

Pro forma net income attributable to Acushnet Holdings Corp.(a)

  $     $    

Losses on the fair value of our common stock warrants

         
 
 

Interest expense on 7.5% bonds due 2021

         
 
 

Change in interest expense related to the Refinancing

             

Pro forma as adjusted net income attributable to Acushnet Holdings Corp. 

 
$
 
$
 

Pro forma weighted average number of common shares—basic(a)

             

Pro forma weighted average number of common shares—diluted(a)

             

Issuance of common shares relating to the assumed exercise of our common stock warrants

             

Pro forma as adjusted weighted average number of common shares—basic

             

Pro forma as adjusted weighted average number of common shares—diluted

             

Pro forma as adjusted net income per common share attributable to Acushnet Holdings Corp.—basic and diluted

  $     $    

(a)
See Note 20 to our audited consolidated financial statements and Note 12 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on the calculation of pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp.

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  As of March 31,  
 
  As of December 31,  
 
  2016  
 
  2014   2015  
 
   
   
  Pro Forma
As Adjusted
 
 
  Actual   Actual   Actual   Pro Forma  
 
  (in thousands)
 

Balance Sheet Data:

                               

Cash(1)

 
$

47,667
 
$

54,409
 
$

65,719
 
$

47,470
 
$
 

Working capital(2)

    339,301     345,114     373,576     373,576        

Total assets

    1,762,703     1,758,973     1,895,413     1,877,164        

Long-term debt, net of discount, including current portion, and capital lease obligations

    873,542     797,151     798,106     435,616        

EAR Plan liability, including current portion(3)

    122,013     169,566     162,653     162,653        

Total equity attributable to Acushnet Holdings Corp. 

    156,587     160,251     181,698     675,224        

(1)
Does not include restricted cash of $6.1 million, $4.7 million and $4.8 million as of December 31, 2014 and 2015 and March 31, 2016, respectively. Restricted cash is primarily related to a standby letter of credit used for insurance purposes. Includes cash of $7.7 million, $10.0 million and $16.4 million as of December 31, 2014 and 2015 and March 31, 2016, respectively, related to our FootJoy golf shoe joint venture. See Note 2 to our audited consolidated financial statements and Note 1 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on our FootJoy golf shoe joint venture.


Does not reflect the payment of $            in aggregate, consisting of: (i) accrued and unpaid interest in the amount of $             million on our Convertible Notes and $             million on our 7.5% bonds due 2021, in each case accruing from April 1, 2016 through the later of August 1, 2016 and the closing date of this offering and (ii) accrued and unpaid dividends in the amount of $            on our Convertible Preferred Stock from August 1, 2015 through the later of August 1, 2016 and the closing date of this offering, in each case which we expect to make in cash at the closing of this offering.


Does not reflect the payment of estimated fees of approximately $            related to this offering payable by us which we have incurred since April 1, 2016 and which we expect to pay in cash.

(2)
We define working capital as current assets less current liabilities, excluding the current portion of our long-term debt and EAR Plan liability.

(3)
The EARs as structured do not qualify for equity accounting treatment. As such, the liability is re-measured to intrinsic value at each reporting period based on our common stock equivalent value. The EARs will accrete $1.6 million of interest for the remainder of the year ended December 31, 2016. The EAR Plan expires on December 31, 2016 and amounts earned under the EAR Plan must be paid within two and a half months after the expiration date.

 
  Year ended December 31,   Three months ended
March 31,
 
 
  2013   2014   2015   2015   2016  
 
  (in thousands)
 

Consolidated Statements of Cash Flows Data:

                               

Cash flows provided by (used in):

                               

Operating activities

  $ 78,795   $ 54,113   $ 91,830   $ (100,445 ) $ (94,010 )

Investing activities

    (46,360 )   (23,164 )   (21,839 )   (4,584 )   (4,523 )

Financing activities

    (28,179 )   (30,154 )   (60,057 )   103,739     108,688  

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  Year ended December 31,   Three months ended
March 31,
 
 
  2013   2014   2015   2015   2016  
 
  (in thousands)
 

Other Financial Data:

                               

Adjusted EBITDA(1)

  $ 190,407   $ 202,593   $ 214,721   $ 70,382   $ 80,807  

Adjusted Net Income(2)

    68,387     80,499     86,721     31,013     39,881  

Adjusted Free Cash Flow(3)

    72,612     68,546     104,049     (97,482 )   (90,951 )

(1)
Adjusted EBITDA represents net income (loss) attributable to Acushnet Holdings Corp. plus income tax expense, interest expense, depreciation and amortization, the expenses relating to our EAR Plan, share-based compensation expense, a one-time executive bonus, restructuring charges, plant start-up costs, certain transaction fees, indemnification expense (income) from our former owner Beam, gains (losses) on the fair value of our common stock warrants, certain other non-cash gains, net and the net income relating to noncontrolling interests in our FootJoy golf shoe joint venture. We define Adjusted EBITDA in a manner consistent with our new credit agreement where it is used at the Acushnet Company level for purposes of calculating covenant compliance under our new credit agreement. We present Adjusted EBITDA on a consolidated basis because our management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. Adjusted EBITDA is not a measurement of financial performance under 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 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 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.

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    The following table provides a reconciliation of net income (loss) attributable to Acushnet Holdings Corp. to Adjusted EBITDA:

 
  Year ended December 31,   Three months ended
March 31,
 
 
  2013   2014   2015   2015   2016  
 
  (in thousands)
 

Net income (loss) attributable to Acushnet Holdings Corp. 

  $ 19,636   $ 21,557   $ (966 ) $ 14,802   $ 24,680  

Income tax expense

    17,150     16,700     27,994     18,962     17,317  

Interest expense, net

    68,149     63,529     60,294     15,331     13,841  

Depreciation and amortization

    39,423     43,159     41,702     10,609     10,268  

EAR Plan(a)

    28,258     50,713     45,814     10,200      

Share-based compensation(b)

    3,461     1,977     5,789     433      

One-time executive bonus(c)

                    7,500  

Restructuring charges(d)

    955         1,643         587  

Thailand golf ball manufacturing plant start-up costs(e)

    2,927     788              

Transaction fees(f)

    551     1,490     2,141     286     3,701  

Beam indemnification expense (income)(g)

    6,345     1,386     (3,007 )   (5,539 )   (494 )

(Gains) losses on the fair value of our common stock warrants(h)

    (976 )   (1,887 )   28,364     3,770     1,879  

Other non-cash gains, net

    (149 )   (628 )   (169 )   (57 )   (2 )

Net income attributable to noncontrolling interests(i)

    4,677     3,809     5,122     1,585     1,530  

Adjusted EBITDA

  $ 190,407   $ 202,593   $ 214,721   $ 70,382   $ 80,807  

(a)
Reflects expenses related to the anticipated full vesting of EARs granted under our EAR Plan and the remeasurement to their intrinsic value at each reporting period based on the then-current projection of our common stock equivalent value. We may incur additional material expenses in 2016 in connection with the outstanding EARs. All outstanding EARs under the EAR Plan vested as of December 31, 2015. The EAR Plan expires on December 31, 2016 and amounts earned under the EAR Plan must be paid within two and a half months after the expiration date.

(b)
Reflects compensation expense associated with the exercise of substitute stock options by an executive which were granted in connection with the Acquisition. All such stock options have been exercised.

(c)
In the first quarter of 2016, our President and Chief Executive Officer was awarded a cash bonus in the amount of $7.5 million as consideration for past performance.

(d)
Reflects restructuring charges incurred in connection with the reorganization of certain of our operations in 2013, 2015 and the three months ended March 31, 2016.

(e)
Reflects expenses incurred in connection with the construction and production ramp-up of our golf ball manufacturing plant in Thailand.

(f)
Reflects legal fees incurred in 2013, 2014 and 2015 and the three months ended March 31, 2016 relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition as well as certain fees and expenses we incurred in 2015 and the three months ended March 31, 2016 in connection with this offering.

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(g)
Reflects the non-cash charges related to the indemnification obligations owed to us by Beam that are included when calculating net income (loss) attributable to Acushnet Holdings Corp.

(h)
Fila Korea Ltd. is expected to exercise all of our outstanding common stock warrants in July 2016 and we will use the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

(i)
Reflects the net income attributable to the interest that we do not own in our FootJoy golf shoe joint venture.
(2)
Adjusted Net Income represents net income (loss) attributable to Acushnet Holdings Corp. plus interest expense on our Convertible Notes and 7.5% bonds due 2021, the expenses relating to our EAR Plan, share-based compensation expense, a one-time executive bonus, restructuring charges, plant start-up costs, certain transaction fees and (gains) losses on the fair value of our common stock warrants, minus the tax effect of the foregoing adjustments. We believe Adjusted Net Income is useful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. Adjusted Net Income is not a measurement of financial performance under 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 GAAP. In addition, Adjusted Net Income 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 Net Income 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 GAAP. Our definition and calculation of Adjusted Net Income is not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

The following table provides a reconciliation of net income (loss) attributable to Acushnet Holdings Corp. to Adjusted Net Income:

 
  Year ended December 31,   Three months ended
March 31,
 
 
  2013   2014   2015   2015   2016  
 
  (in thousands)
 

Net income (loss) attributable to Acushnet Holdings Corp. 

  $ 19,636   $ 21,557     ($966 ) $ 14,802   $ 24,680  

Interest expense on Convertible Notes and 7.5% bonds due 2021(a)

    40,276     37,960     35,420     8,221     7,567  

EAR Plan(b)

    28,258     50,713     45,814     10,200      

Share-based compensation(c)

    3,461     1,977     5,789     433      

One-time executive bonus(d)

                    7,500  

Restructuring charges(e)

    955         1,643         587  

Thailand golf ball manufacturing plant start-up costs(f)

    2,927     788              

Transaction fees(g)

    551     1,490     2,141     286     3,701  

(Gains) losses on the fair value of our common stock warrants(h)

    (976 )   (1,887 )   28,364     3,770     1,879  

Tax effect of the foregoing adjustments(i)

    (26,701 )   (32,099 )   (31,484 )   (6,699 )   (6,033 )

Adjusted Net Income

  $ 68,387   $ 80,499   $ 86,721   $ 31,013   $ 39,881  

(a)
In connection with the Acquisition, we issued (i) an aggregate principal amount of $362.5 million of our Convertible Notes and (ii) an aggregate principal amount of $172.5 million of 7.5% bonds due 2021 (which aggregate principal amount of 7.5% bonds due

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    2021 was $34.5 million as of March 31, 2016). All of our outstanding Convertible Notes will convert into shares of our common stock immediately prior to the closing of this offering and Fila Korea Ltd. is expected to exercise all of our outstanding common stock warrants in July 2016 and we will use the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

(b)
Reflects expenses related to the anticipated full vesting of EARs granted under our EAR Plan and the remeasurement to their intrinsic value at each reporting period based on the then-current projection of our future common stock equivalent value. We may incur additional material expenses in 2016 in connection with the outstanding EARs. All outstanding EARs under the EAR Plan vested as of December 31, 2015. The EAR Plan expires on December 31, 2016 and amounts earned under the EAR Plan must be paid within two and a half months after the expiration date. We adjust for expenses relating to our EAR Plan when presenting Adjusted Net Income as these expenses are not representative of the equity-based compensation expenses we expect to incur on an ongoing basis. We expect to incur compensation expenses with respect to equity-based grants under the 2015 Incentive Plan beginning in the second quarter of 2016, which expenses we do not anticipate adjusting for when presenting Adjusted Net Income.

(c)
Reflects compensation expense associated with the exercise of substitute stock options by an executive which were granted in connection with the Acquisition. All such stock options have been exercised.

(d)
In the first quarter of 2016, our President and Chief Executive Officer was awarded a cash bonus in the amount of $7.5 million as consideration for past performance.

(e)
Reflects restructuring charges incurred in connection with the reorganization of certain of our operations in 2013, 2015 and the three months ended March 31, 2016.

(f)
Reflects expenses incurred in connection with the construction and production ramp-up of our golf ball manufacturing plant in Thailand.

(g)
Reflects legal fees incurred in 2013, 2014 and 2015 and the three months ended March 31, 2016 relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition as well as certain fees and expenses we incurred in 2015 and the three months ended March 31, 2016 in connection with this offering.

(h)
Fila Korea Ltd. is expected to exercise all of our outstanding common stock warrants in July 2016 and we will use the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

(i)
The adjustments to net income (loss) attributable to Acushnet Holdings Corp. have been tax effected at the applicable statutory rate with the exception of the fair value of the common stock warrants and certain transaction costs which are permanent items for tax purposes, and therefore, have not been tax effected.
(3)
Free Cash Flow represents cash flows provided by (used in) operating activities less capital expenditures. Adjusted Free Cash Flow represents Free Cash Flow plus interest expense on our Convertible Notes and our 7.5% bonds due 2021. We believe Free Cash Flow and Adjusted Free Cash Flow are useful to investors because they represent the cash that our operating business generates before taking into account capital expenditures and, in the case of Adjusted Free Cash Flow, certain interest payments that will not continue after the closing of this offering. Free Cash Flow and Adjusted Free Cash Flow are not measurements of liquidity under GAAP. They should not be considered as alternatives to cash flows provided by (used in) operating activities as measures of our liquidity or any other measure of liquidity derived in accordance with GAAP. Free Cash Flow and Adjusted Free Cash Flow have limitations as analytical tools, and you should not

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    consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP. Our definitions and calculations of Free Cash Flow and Adjusted Free Cash Flow are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

    The following table provides a reconciliation of cash flows provided by (used in) operating activities to Free Cash Flow and Adjusted Free Cash Flow:

 
  Year ended December 31,   Three months ended
March 31,
 
 
  2013   2014   2015   2015   2016  
 
  (in thousands)
 

Cash flows provided by (used in) operating activities

  $ 78,795   $ 54,113   $ 91,830   $ (100,445 ) $ (94,010 )

Capital expenditures

    (46,459 )   (23,527 )   (23,201 )   (5,258 )   (4,508 )

Free Cash Flow

    32,336     30,586     68,629     (105,703 )   (98,518 )

Interest expense on Convertible Notes and 7.5% bonds due 2021(a)

    40,276     37,960     35,420     8,221     7,567  

Adjusted Free Cash Flow

  $ 72,612   $ 68,546   $ 104,049   $ (97,482 ) $ (90,951 )

(a)
In connection with the Acquisition, we issued (i) an aggregate principal amount of $362.5 million of our Convertible Notes and (ii) an aggregate principal amount of $172.5 million of 7.5% bonds due 2021 (which aggregate principal amount of 7.5% bonds due 2021 was $34.5 million as of March 31, 2016). All of our outstanding Convertible Notes will convert into shares of our common stock immediately prior to the closing of this offering and Fila Korea Ltd. is expected to exercise all of our outstanding common stock warrants in July 2016 and we will use the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider each of the following risk factors, as well as the other information in this prospectus, including our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operation," before deciding whether to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. In that event, the market price of our common stock could decline significantly and you could lose all or part of your investment. The risks described below are not the only risks we face. Additional risks we are not presently aware of or that we currently believe are immaterial could also materially adversely affect our business, financial condition and results of operations.

Risks Related to Our Business and Industry

A reduction in the number of rounds of golf played or in the number of golf participants could materially adversely affect our business, financial condition and results of operations.

        We generate substantially all of our sales from the sale of golf-related products, including golf balls, golf clubs, golf shoes, golf gloves, golf gear and golf apparel. The demand for golf-related products in general, and golf balls in particular, is directly related to the number of golf participants and the number of rounds of golf being played by these participants. The number of rounds of golf played in the United States declined from 2006 to 2014. If golf participation or the number of rounds of golf played continues to decline, sales of our products may be adversely impacted which could materially adversely affect our business, financial condition and results of operations.

Unfavorable weather conditions may impact the number of playable days and rounds played in a given year.

        Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year-round, with many of our on-course customers closed during the cold weather months and, to a lesser extent, during the hot weather months. Unfavorable weather conditions in our major markets, such as a particularly long winter, a cold and wet spring, or an extremely hot summer, would impact the number of playable days and rounds played in a given year, which would result in a decrease in the amount spent by golfers and golf retailers on our products, particularly with respect to consumable products such as golf balls and golf gloves, which could materially adversely affect our business, financial condition and results of operations. Our results in 2013 and 2014 were negatively impacted by unfavorable weather conditions in our major markets. Unusual or severe weather conditions throughout the year, such as storms or droughts or other water shortages, can negatively affect golf rounds played both during the events and afterward, as weather damaged golf courses are repaired and golfers focus on repairing the damage to their homes, businesses and communities. Consequently, sustained adverse weather conditions, especially during the warm weather months, could impact our sales which could materially adversely affect our business, financial condition and results of operations. Adverse weather conditions may have a greater impact on us than other golf equipment companies as we have a large percentage of consumable products in our product portfolio, and the purchase of consumable products are generally more dependent on the number of rounds played in a given year.

Macroeconomic factors may affect the number of rounds of golf played and related spending on golf products.

        Our products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are generally more willing to spend their time and money to play golf and make discretionary purchases of golf products when economic conditions are favorable and when consumers are feeling confident and prosperous. Discretionary spending on golf and the golf products we sell is affected by many macroeconomic factors, including general business conditions, stock market prices and

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volatility, corporate spending, housing prices, interest rates, the availability of consumer credit, taxes and consumer confidence in future economic conditions. Consumers may reduce or postpone purchases of our products during periods when economic uncertainty increases, disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. For example, the recession related to the U.S. financial crisis beginning in 2007 led to slower economic activity, decreased stock prices and increased volatility, depressed housing prices, increased unemployment, concerns about inflation and energy costs, decreased business and consumer confidence, and adverse business conditions (including reduced corporate profits and capital spending), which adversely affected our business, financial condition and results of operations. The effects of the recession are still being felt today in the golf industry as we believe consumers have become more cautious with their discretionary purchases and this trend may continue. For example, corporate spending on golf equipment has remained at lower levels since the financial crisis as evidenced by the lower volume of balls in our custom logo business being sold to companies as compared to before the crisis. The continuation of these negative macroeconomic conditions or a future significant or prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affects consumer discretionary spending, whether in the United States or in our international markets, could result in reduced sales of our products, which could materially adversely affect our business, financial condition and results of operations.

Demographic factors may affect the number of golf participants and related spending on our products.

        Golf is a recreational activity that requires time and money and different generations and socioeconomic and ethnic groups use their leisure time and discretionary funds in different ways. Golf participation among younger generations and certain socioeconomic and ethnic groups may not prove to be as popular as it is among the current gen-x and baby boomer generations. The number of rounds of golf being played in the United States declined from 2006 to 2014. If golf participation or the number of rounds of golf played continues to decrease, due to factors such as demographic changes in the United States and our international markets or lack of interest in the sport among young people or certain socioeconomic and ethnic groups, sales of our products could be negatively impacted which could materially adversely affect our business, financial condition and results of operations.

A significant disruption in the operations of our manufacturing, assembly or distribution facilities could materially adversely affect our business, financial condition and results of operations.

        We rely on our manufacturing facilities in the United States, Thailand and China and assembly and distribution facilities in many of our major markets, certain of which constitute our sole manufacturing facility for a particular product category, including our joint venture facility in China where substantially all of our golf shoes are manufactured and our facility in Thailand where we manufacture substantially all of our golf gloves. Because substantially all of our products are manufactured and assembled in and distributed from a few locations, our operations could be interrupted by events beyond our control, including:

    power loss or network connectivity or telecommunications failure or downtime;

    equipment failure;

    human error or accidents;

    sabotage or vandalism;

    physical or electronic security breaches;

    floods, fires, earthquakes, hurricanes, tornadoes or other natural disasters;

    political unrest;

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    labor difficulties, including work stoppages or slowdowns;

    water damage or water shortage;

    government orders and regulations;

    pandemics and other health and safety issues; and

    terrorism.

        Our manufacturing, assembly and distribution capacity is also dependent on the performance of services by third parties, including vendors, landlords and transportation providers. If we encounter problems with our manufacturing, assembly and distribution facilities, our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies could be harmed, which could materially adversely affect our business, financial condition and results of operations. We maintain business interruption insurance, but it may not adequately protect us from the adverse effects that could result from significant disruptions to our manufacturing, assembly and distribution facilities, such as the long-term loss of customers or an erosion of our brand image.

        Our manufacturing, assembly and distribution networks include computer processes, software and automated equipment that may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, electronic or power interruptions or other system failures.

Many of our raw materials or components of our products are provided by a sole or limited number of third-party suppliers and manufacturers.

        We rely on a sole or limited number of third-party suppliers and manufacturers for many of our raw materials and the components in our golf balls, golf clubs, golf gloves and certain of our other products. We also use specialized sources for certain of the raw materials used to make our golf gloves and other products, and these sources are limited to certain geographical locations. Furthermore, many of these materials are customized for us and some of our products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly. If we were to experience any delay or interruption in such supplies, we may not be able to find adequate alternative suppliers at a reasonable cost or without significant disruption to our business which could materially adversely affect our business, financial condition and results of operations.

A disruption in the operations of our suppliers could materially adversely affect our business, financial condition and results of operations.

        Our ability to continue to select reliable suppliers who provide timely deliveries of quality materials and components will impact our success in meeting customer demand for timely delivery of quality products. If we experience significantly increased demand, or if, for any reason, we need to replace an existing manufacturer or supplier, there can be no assurance that additional supplies of raw materials or additional manufacturing capacity will be available when required on terms that are acceptable to us, or at all, or that any new supplier or manufacturer would allocate sufficient capacity to us in order to meet our requirements. In addition, should we decide to transition existing manufacturing between third-party manufacturers or should we decide to transition existing in-house manufacturing to third-party manufacturers, the risk of such a problem could increase. Even if we are able to expand existing or find new manufacturing sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any material delays, interruption or increased costs in the supply of raw materials or components of our products could impact our ability to meet customer demand for our products which could materially adversely affect our business, financial condition and results of operations.

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        In addition, there can be no assurance that our suppliers and manufacturers will continue to provide raw materials and components that are consistent with our standards and that comply with all applicable laws and regulations. We have occasionally received, and may in the future receive, shipments of supplies or components that fail to conform to our quality control standards. In that event, unless we are able to obtain replacement supplies or components in a timely manner, we risk the loss of sales resulting from the inability to manufacture our products and could incur related increased administrative and shipping costs, and there also could be a negative impact to our brands, any of which could materially adversely affect our business, financial condition and results of operations.

        While we do not control our suppliers or their labor practices, negative publicity regarding the management of facilities by, production methods of or materials used by any of our suppliers could adversely affect our reputation which could materially adversely affect our business, financial condition and results of operations and may force us to locate alternative suppliers. In addition, our suppliers may not be well capitalized and they may not be able to fulfill their obligations to us or go out of business. Furthermore, the ability of third-party suppliers to timely deliver raw materials or components may be affected by events beyond their control, such as work stoppages or slowdowns, transportation issues, or significant weather and health conditions.

The cost of raw materials and components could affect our operating results.

        The materials and components used by us, our suppliers and our manufacturers involve raw materials, including polybutadiene, urethane and Surlyn for the manufacturing of our golf balls, titanium and steel for the assembly of our golf clubs, leather and synthetic fabrics for the manufacturing of our golf shoes, golf gloves, golf gear and golf apparel, and resin and other petroleum-based materials for a number of our products. Significant price fluctuations or shortages in such raw materials or components, including the costs to transport such materials or components of our products, the uncertainty of currency fluctuations against the U.S. dollar, increases in labor rates, and/or the introduction of new and expensive raw materials, could materially adversely affect our business, financial condition and results of operations.

Our operations are conducted worldwide and our results of operations are subject to currency transaction risk and currency translation risk that could materially adversely affect our business, financial condition and results of operations.

        Approximately 48%, 48% and 46%, respectively, of our net sales for the years ended December 31, 2013, 2014 and 2015 were generated outside of the United States by our non-U.S. subsidiaries. Substantially all of these net sales generated outside of the United States were generated in the applicable local currency, which include, but are not limited to, the Japanese yen, the Korean won, the British pound sterling, the euro and the Canadian dollar. In contrast, substantially all of the purchases of inventory, raw materials or components by our non-U.S. subsidiaries are made in U.S. dollars. For the year ended December 31, 2015, approximately 87% of our cost of goods sold incurred by our non-U.S. subsidiaries were denominated in U.S. dollars. Because our non-U.S. subsidiaries incur substantially all of their cost of goods sold in currencies that are different from the currencies in which they generate substantially all of their sales, we are exposed to transaction risk attributable to fluctuations in such exchange rates, which can impact the gross profit of our non-U.S. subsidiaries. If the U.S. dollar strengthens against the applicable local currency, more local currency will be needed to purchase the same amount of cost of goods sold denominated in U.S. dollars, which could materially adversely affect our business, financial condition and results of operations.

        We have entered and expect to continue to enter into various foreign currency exchange contracts in an effort to protect against adverse changes in foreign exchange rates and attempt to minimize foreign currency transaction risk. Our hedging activities can reduce, but will not eliminate, the effects of foreign currency transaction risk on our financial results. The extent to which our hedging activities

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mitigate foreign currency transaction risks varies based upon many factors, including the amount of transactions being hedged. Other factors that could affect the effectiveness of our hedging activities include accuracy of sales forecasts, volatility of currency markets, the availability of hedging instruments and limitations on the duration of such hedging instruments. Since the hedging activities are designed to reduce volatility, they not only reduce the negative impact of a stronger U.S. dollar but could also reduce the positive impact of a weaker U.S. dollar. We are also exposed to credit risk from the counterparties to our hedging activities and market conditions could cause such counterparties to experience financial difficulties and, as a result, our efforts to hedge these exposures could prove unsuccessful and, furthermore, our ability to engage in additional hedging activities may decrease or become more costly.

        Because our consolidated accounts are reported in U.S. dollars, we are also exposed to currency translation risk when we translate the financial results of our consolidated non-U.S. subsidiaries from their local currency into U.S. dollars. For the years ended December 31, 2013, 2014 and 2015, 48%, 48% and 46%, respectively, of our sales were denominated in foreign currencies. In addition, excluding expenses related to our EAR Plan discussed below, for the years ended December 31, 2013, 2014 and 2015, 32%, 32% and 30%, respectively, of our operating expenses were denominated in foreign currencies (which amounts represent substantially all of the operating expenses incurred by our non-U.S. subsidiaries). Fluctuations in foreign currency exchange rates may positively or negatively affect our reported financial results and can significantly affect period-over-period comparisons. For example, our reported net sales in regions outside the United States for the 2014 and 2015 fiscal years and the three months ended March 31, 2016 were negatively affected by the translation of foreign currency sales into U.S. dollars based on 2014, 2015 and 2016 exchange rates, respectively. If this trend persists or if the U.S. dollar further strengthens against these currencies, it could materially adversely affect our business, financial condition and results of operations.

We may not successfully manage the frequent introduction of new products that satisfy changing consumer preferences, quality and regulatory standards.

        The golf equipment and golf wear industries are subject to constantly and rapidly changing consumer demands based, in large part, on performance benefits. Our golf ball and golf club products generally have launch cycles of two years, and our sales in a particular year are affected by when we launch such products. We generally introduce new product offerings and styles in our golf wear and gear businesses each year and at different times during the year. Factors driving these short product launch cycles include the rapid introduction of competitive products and consumer demands for the latest technology, style or fashion. In this marketplace, a substantial portion of our annual sales are generated each year by new products.

        These marketplace conditions raise a number of issues that we must successfully manage. For example, we must properly anticipate consumer preferences and design products that meet those preferences, while also complying with significant restrictions imposed by the Rules of Golf (see further discussion of the Rules of Golf below under "—Changes to the Rules of Golf with respect to equipment could materially adversely affect our business, financial condition and results of operations"), or our new products will not achieve sufficient market success to compensate for the usual decline in sales experienced by products already in the market. Second, our R&D and supply chain groups face constant pressures to design, develop, source and supply new products—many of which incorporate new or otherwise untested technology, suppliers or inputs—that perform better than their predecessors while maintaining quality control and the authenticity of our brands. Third, for new products to generate equivalent or greater sales than their predecessors, they must either maintain the same or higher sales levels with the same or higher pricing, or exceed the performance of their predecessors in one or both of those areas. Fourth, the relatively short window of opportunity for launching and selling new products requires great precision in forecasting demand and assuring that

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supplies are ready and delivered during the critical selling periods. Finally, the rapid changeover in products creates a need to monitor and manage the closeout of older products both at retail and in our own inventory. Should we not successfully manage the frequent introduction of new products that satisfy consumer demand, it could adversely affect our business, financial condition and results of operations.

We rely on technical innovation and high-quality products to compete in the market for our products.

        Technical innovation and quality control in the design and manufacturing process of our products is essential to our commercial success. R&D plays a key role in technical innovation. We rely upon experts in various fields to develop and test cutting edge performance products. While we strive to produce products that help to enhance performance and maximize comfort, if we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems, any of which could materially adversely affect our business, financial condition and results of operations.

Changes to the Rules of Golf with respect to equipment could materially adversely affect our business, financial condition and results of operations.

        Golf's most regulated categories are golf balls and golf clubs. We seek to have our new golf ball and golf club products conform with the Rules of Golf published by the United States Golf Association, or the USGA and The Royal and Ancient Golf Club of St. Andrews, or The R&A, because these rules are generally followed by golfers, both professional and amateur, within their respective jurisdictions. The USGA publishes rules that are generally followed in the United States and Mexico, and The R&A publishes rules that are generally followed in most other countries throughout the world. However, the Rules of Golf as published by The R&A and the USGA are virtually the same and are intended to be so pursuant to a Joint Statement of Principles issued in 2001. The Rules of Golf set the guidelines and establish limitations for the design and performance of all golf balls and golf clubs.

        Many new regulations on golf balls and golf clubs have been introduced in the past 10 to 15 years, which we believe was one of the most active periods for golf equipment regulation in the history of golf. The USGA and R&A have historically regulated the size, weight, and initial velocity of golf balls. More recently, the USGA and R&A have specifically focused on regulating the overall distance of a golf ball. The USGA and R&A have also focused on golf club regulations, including limiting the size and spring-like effect of driver faces and club head moment of inertia. In the future, existing USGA and/or R&A rules may be altered in ways that adversely affect the sales of our current or future products. If a change in rules was adopted and caused one or more of our current or future products to be nonconforming, sales of such products would be impacted and we may not be able to adapt our products promptly to such rule change, which could materially adversely affect our business, financial condition and results of operations. In addition, changes in the Rules of Golf may result in an increase in the costs of materials that would need to be used to develop new products as well as an increase in the costs to design new products that conform to such rules.

Failure to adequately enforce and protect our intellectual property rights could materially adversely affect our business, financial condition and results of operations.

        We own numerous patents, trademarks, trade secrets, copyrights and other intellectual property and hold licenses to intellectual property owned by others, which in the aggregate are important to our business. We rely on a combination of patent, trademark, copyright and trade secret laws in our core geographic markets and other jurisdictions, to protect the innovations, brands, proprietary trade secrets and know-how related to certain aspects of our business. Certain of our intellectual property rights, such as patents, are time-limited, and the technology underlying our patents can be used by any third party, including competitors, once the applicable patent terms expire.

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        We seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention assignment agreements with our employees, consultants, contractors, suppliers and others. While these agreements are designed to protect our proprietary information, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. We also seek to preserve the integrity and confidentiality of our proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. If we are unable to prevent disclosure to third parties of our material proprietary and confidential know-how and trade secrets, our ability to establish or maintain a competitive advantage in our markets may be adversely affected.

        We selectively and strategically pursue patent and trademark protection in our core geographic markets, but our strategy has been to not perfect certain patent and trademark rights in some countries. For example, we focus primarily on securing patent protection in those countries where the majority of our golf ball and golf club industry production takes place. Accordingly, we may not be able to prevent others, including competitors, from practicing our patented inventions, including by manufacturing and selling competing products, in those countries where we have not obtained patent protection. Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting, enforcing and defending our intellectual property outside of the United States. In some foreign countries, where intellectual property laws or law enforcement practices do not protect our intellectual property rights as fully as in the United States, third-party manufacturers may be able to manufacture and sell imitation products and diminish the value of our brands as well as infringe our rights, despite our efforts to prevent such activity.

        The golf ball and golf club industries, in particular, have been characterized by widespread imitation of popular ball and club designs. We have an active program of monitoring, investigating and enforcing our proprietary rights against companies and individuals who market or manufacture counterfeits and "knockoff" products. We assert our rights against infringers of our patents, trademarks, trade dress and copyrights. However, these efforts may be expensive, time-consuming, divert management's attention, and ultimately may not be successful in reducing sales of golf products by these infringers. The failure to prevent or limit such infringers or imitators could adversely affect our reputation and sales. Additionally, other golf ball and golf club manufacturers may be able to produce successful golf balls or golf clubs which imitate our designs without infringing any of our patents, trademarks, trade dress or copyrights, which could limit our ability to maintain a competitive advantage in our marketplace.

        If we fail to obtain enforceable patents, trademarks and trade secrets, fail to maintain our existing patent, trademark and trade secret rights, or fail to prevent substantial unauthorized use of our patent, trademark and trade secrets, we risk the loss of our intellectual property rights and competitive advantages we have developed, which may result in lost sales. Accordingly, we devote substantial resources to the establishment and protection of our trademarks, patents and trade secrets or know-how, and we continuously evaluate the utility of our existing intellectual property and the new registration of additional trademarks and patents, as appropriate. However, we cannot guarantee that we will have adequate resources to continue to effectively establish, maintain and enforce our intellectual property rights. We also cannot guarantee that any of our pending applications will be approved by the applicable governmental authorities. Moreover, even if the applications will be registered during the registration process, third parties may seek to oppose, limit, or otherwise challenge these applications or registrations.

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We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.

        Our success depends in part on our ability to protect our trademarks, patents and trade secrets from unauthorized use by others. To counter infringement or unauthorized use, we may be required to file infringement or misappropriation claims, which can be expensive and time-consuming and could materially adversely affect our business, financial condition and results of operations, even if successful. Any claims that we assert against perceived infringers could also provoke these parties to assert counterclaims against us alleging that we infringe or misappropriate their intellectual property rights or that we have engaged in anti-competitive conduct. Moreover, our involvement in litigation against third parties asserting infringement of our intellectual property rights presents some risk that our intellectual property rights could be challenged and invalidated. In addition, in an infringement proceeding, whether initiated by us or another party, a court may refuse to stop the other party in such infringement proceeding from using the technology or mark at issue on the grounds that our patents do not cover the technology in question or misuse our trade secrets or know-how. An adverse result in any litigation or defense proceedings, including proceedings at the patent and trademark offices, could put one or more of our patents or trademarks at risk of being invalidated, held unenforceable or interpreted narrowly, and could put any of our patent or trademark applications at risk of not being issued as a registered patent or trademark, any of which could materially adversely affect our business, financial condition and results of operations.

        Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential proprietary information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could materially adversely affect the price of our common stock.

Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products.

        From time to time, third parties have challenged our patents, trademark rights and branding practices, or asserted intellectual property rights that relate to our products and product features. We cannot assure you that our actions taken to establish and protect our technology and brands will be adequate to prevent others from seeking to block sales of our products or to obtain monetary damages, based on alleged violation of their patents, trademarks or other proprietary rights. We may be required to defend such claims in the future, which, whether or not meritorious, could result in substantial costs and diversion of resources and could materially adversely affect our business, financial condition and results of operations.

        If we are found to infringe a third party's intellectual property rights, we could be forced, including by court order, to cease developing, manufacturing or commercializing the infringing product. Alternatively, we may be required to obtain a license from such a third party in order to use the infringing technology and continue developing, manufacturing or marketing such technology. In such a case, license agreements may require us to pay royalties and other fees that could be significant, or we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. A finding of infringement could prevent us from commercializing our products or force us to cease some of our business operations, or to redesign or rename some of our products to avoid future infringement liability. In addition, we could be found liable for monetary damages, including treble damages and attorneys' fees if we are found to have willfully infringed a patent. Claims that we have misappropriated the confidential information or trade secrets of third parties could also materially adversely affect our business, financial condition and results of operations.

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See also "—We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful." Any of the foregoing could cause us to incur significant costs and prevent us from manufacturing or selling certain of our products.

Recent changes to U.S. patent laws and proposed changes to the rules of the U.S. Patent and Trademark Office could adversely affect our ability to protect our intellectual property.

        The Leahy-Smith America Invents Act, or the Leahy-Smith Act, which was adopted in September 2011, includes a number of significant changes to the U.S. patent laws, such as, among other things, changing from a "first to invent" to a "first inventor to file" system, establishing new procedures for challenging patents and establishing different methods for invalidating patents. The U.S. Patent and Trademark Office has recently implemented regulations relating to these changes, and the courts have yet to address many of the new provisions of the Leahy-Smith Act. Some of these changes or potential changes may not be advantageous to us, and it may become more difficult to obtain adequate patent protection or to enforce our patents against third parties. While we cannot predict the impact of the Leahy-Smith Act at this time, these changes or potential changes could increase the costs and uncertainties surrounding the prosecution of our patent applications and adversely affect our ability to protect our intellectual property which could materially adversely affect our business, financial condition and results of operations.

We face intense competition in each of our markets and if we are unable to maintain a competitive advantage, loss of market share, sales or profitability may result.

        The markets for golf balls, clubs, gear and wear are highly competitive and there may be low barriers to entry in many of our markets. Pricing pressures, reduced profit margins or loss of market share or failure to grow in any of our markets, due to competition or otherwise, could materially adversely affect our business, financial condition and results of operations.

        We compete against large-scale global sports equipment and apparel players, Japanese industrials, as well as more specialized golf equipment and golf wear players, including Callaway, TaylorMade, Ping, Bridgestone, Nike, Adidas and Under Armour. Many of our competitors have significant competitive strengths, including long operating histories, a large and broad consumer base, established relationships with a broad set of suppliers and customers, an established regional or local presence, strong brand recognition and greater financial, R&D, marketing, distribution and other resources than we do. There are unique aspects to the competitive dynamic in each of our product categories and markets. We are not the market leader with respect to certain categories or in certain markets.

        Golf Balls.    The golf ball business is highly competitive. There are a number of well-established and well-financed competitors. We and our competitors continue to incur significant costs in the areas of R&D, advertising, marketing, tour and other promotional support to be competitive.

        Golf Clubs.    The golf club markets in which we compete are also highly competitive and are served by a number of well-established and well-financed companies with recognized brand names. New product introductions, price reductions, consignment sales, extended payment terms, "closeouts," including closeouts of products that were recently commercially successful, and significant tour and advertising spending by competitors continue to generate intense market competition and create market disruptions. Our competitors in the golf club market have in the past and may continue to introduce their products on an accelerated cycle which could lead to market disruption and impact sales of our products.

        Golf Gear.    The golf gear market is fragmented and served by a number of well-established and well-financed competitors as well as a number of smaller competitors. We face significant competition in every region with respect to each of our golf gear product categories.

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        Golf Wear.    In the golf wear markets, we compete with a number of well-established and well-financed companies with recognized brand names. These competitors may have a large and broad consumer base, established relationships with a broad set of suppliers and customers, strong brand recognition and significant financial, R&D, marketing, distribution and other resources which may exceed our own.

        Our competitors may be able to create and maintain brand awareness and market share more quickly and effectively than we can. Our competitors may also be able to increase sales in new and existing markets faster than we do by emphasizing different distribution channels or through other methods, and many of our competitors have substantial resources to devote towards increasing sales. If we are unable to grow or maintain our competitive position in any of our product categories, it could materially adversely affect our business, financial condition and results of operations.

We may have limited opportunities for future growth in sales of golf balls, golf shoes and golf gloves.

        We already have a significant share of worldwide sales of golf balls, golf shoes and golf gloves and the golf industry is very competitive. As such, gaining incremental market share quickly or at all may be limited given the competitive nature of the golf industry and other challenges to the golf industry. In the future, the overall dollar volume of worldwide sales of golf equipment, wear and gear may not grow or may decline which could materially adversely affect our business, financial condition and results of operations.

A severe or prolonged economic downturn could adversely affect our customers' financial condition, their levels of business activity and their ability to pay trade obligations.

        We primarily sell our products to golf equipment retailers, such as on-course golf shops, golf specialty stores and other qualified retailers, directly and to foreign distributors. We perform ongoing credit evaluations of our customers' financial condition and generally require no collateral from these customers. However, a severe or prolonged downturn in the general economy could adversely affect the retail golf equipment market which in turn would negatively impact the liquidity and cash flows of our customers, including the ability of such customers to obtain credit to finance purchases of our products and to pay their trade obligations. This could result in increased delinquent or uncollectible accounts for our customers as well as a decrease in orders for our products by such customers. A failure by our customers to pay on a timely basis a significant portion of outstanding account receivable balances or a decrease in orders from such customers could materially adversely affect our business, financial condition and results of operations.

A decrease in corporate spending on our custom logo golf balls could materially adversely affect our business, financial condition and results of operations.

        Custom imprinted golf balls, a majority of which are purchased by corporate customers, represented over 25% of our global net golf ball sales for the year ended December 31, 2015. There has long been a strong connection between the business community and golf but corporate spending on custom logoed balls has remained at lower levels since the financial crisis. If such corporate spending decreases further, it could impact the sales of our custom imprinted golf balls.

We depend on retailers and distributors to market and sell our products, and our failure to maintain and further develop our sales channels could materially adversely affect our business, financial condition and results of operations.

        We primarily sell our products through retailers and distributors and depend on these third-parties to market and sell our products to consumers. Any changes to our current mix of retailers and distributors could adversely affect our sales and could negatively affect both our brand image and our

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reputation. Our sales depend, in part, on retailers adequately displaying our products, including providing attractive space and merchandise displays in their stores, and training their sales personnel to sell our products. If our retailers and distributors are not successful in selling our products, our sales would decrease. Our retailers frequently offer products and services of our competitors in their stores. In addition, our success in growing our presence in existing and expanding into new international markets will depend on our ability to establish relationships with new retailers and distributors. If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors our ability to sell our products would be negatively impacted.

        On a consolidated basis, no one customer that sells or distributes our products accounted for more than 10% of our consolidated net sales in each of the years ended 2013, 2014 and 2015. However, our top ten customers accounted for 21%, 21% and 22% of our consolidated net sales in the years ended December 31, 2013, 2014 and 2015, respectively. Accordingly, the loss of a small number of our large customers, or the reduction in business with one or more of these customers, could materially adversely affect our business, financial condition and results of operations. We do not currently have minimum purchase agreements with these large customers.

Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk, put pressure on our margins and impair our ability to sell products.

        The sporting goods and off-course golf equipment retail markets in some countries, including the United States, are dominated by a few large retailers. Certain of these retailers have in the past increased their market share and may continue to do so in the future by expanding through acquisitions and construction of additional stores. Industry consolidation and correction has occurred in recent years and additional consolidation and correction is possible. These situations may result in a concentration of our credit risk with respect to our sales to such retailers, and, if any of these retailers were to experience a shortage of liquidity or other financial difficulties, or file for bankruptcy or receivership protection, it would increase the risk that their outstanding payables to us may not be paid. This consolidation may also result in larger retailers gaining increased leverage which may impact our margins. In addition, increasing market share concentration among one or a few retailers in a particular country or region increases the risk that if any one of them substantially reduces their purchases of our products, we may be unable to find a sufficient number of other retail outlets for our products to sustain the same level of sales. Any reduction in sales by our retailers could materially adversely affect our business, financial condition and results of operations.

Our business depends on strong brands, and if we are not able to maintain and enhance our brands we may be unable to sell our products.

        Our brands have worldwide recognition and our success depends on our ability to maintain and enhance our brand image and reputation. In particular, we believe that maintaining and enhancing the Titleist and FootJoy brands is critical to maintaining and expanding our customer base. Maintaining, promoting and enhancing our brands may require us to make substantial investments in areas such as product innovation, product quality, intellectual property protection, marketing and employee training, and these investments may not have the desired impact on our brand image and reputation. Our business could be adversely impacted if we fail to achieve any of these objectives or if the reputation or image of any of our brands is tarnished or receives negative publicity. In addition, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine consumer confidence in us and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. Also, as we seek to grow our presence in existing, and expand into new, geographic or product markets, consumers in these markets may not accept our brand image and may not be willing to pay a premium to purchase our products as compared to other brands. We anticipate that as our business continues to grow our presence in

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existing and expand into new markets, maintaining and enhancing our brands may become increasingly difficult and expensive. If we are unable to maintain or enhance the image of our brands, it could materially adversely affect our business, financial condition and results of operations.

Our business and results of operations are subject to seasonal fluctuations, which could result in fluctuations in our operating results and stock price.

        Our business is subject to seasonal fluctuations because golf is played primarily on a seasonal basis in most of the regions where we do business. In general, during the first quarter, we begin selling our products into the golf retail channel for the new golf season. This initial sell-in generally continues into the second quarter. Our second-quarter sales are significantly affected by the amount of sell-through, in particular the amount of higher value discretionary purchases made by customers, which drives the level of reorders of our products sold-in during the first quarter. Our third-quarter sales are generally dependent on reorder business, and are generally less than the second quarter as many retailers begin decreasing their inventory levels in anticipation of the end of the golf season. Our fourth-quarter sales are generally less than the other quarters due to the end of the golf season in many of our key markets, but can also be affected by key product launches, particularly golf clubs. Accordingly, our results of operations are likely to fluctuate significantly from period to period. This seasonality affects sales in each of our reportable segments differently. In general, however, because of this seasonality, a majority of our sales and most of our profitability generally occurs during the first half of the year. Results of operations in any period should not be considered indicative of the results to be expected for any future period. The seasonality of our business could be exacerbated by the adverse effects of unusual or severe weather conditions as well as by severe weather conditions caused or exacerbated by climate change.

Our business and results of operations are also subject to fluctuations based on the timing of new product introductions.

        Our sales can also be affected by the launch timing of new products. Product introductions generally stimulate sales as the golf retail channel takes on inventory of new products. Reorders of these new products then depend on the rate of sell-through. Announcements of new products can often cause our customers to defer purchasing additional golf equipment until our new products are available. Our varying product introduction cycles, which are described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results of Operations—Cyclicality," may cause our results of operations to fluctuate as each product line has different volumes, prices and margins.

We have significant international operations and are exposed to risks associated with doing business globally.

        We sell and distribute our products directly in many key international markets in Europe, Asia, North America and elsewhere around the world. These activities have resulted and will continue to result in investments in inventory, accounts receivable, employees, corporate infrastructure and facilities. In addition, in the United States there are a limited number of suppliers of certain raw materials and components for our products as well as finished goods that we sell, and we have increasingly become more reliant on suppliers and vendors located outside of the United States. The operation of foreign distribution in our international markets, as well as the management of relationships with international suppliers and vendors, will continue to require the dedication of management and other resources. We also manufacture certain of our products outside of the United States, including some of our golf balls and substantially all of our golf gloves in Thailand and substantially all of our golf shoes through our joint venture in China.

        As a result of this international business, we are exposed to increased risks inherent in conducting business outside of the United States. In addition to foreign currency risks discussed above under

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"—Our operations are conducted worldwide and our results of operations are subject to currency transaction risk and currency translation risk that could materially adversely affect our business, financial condition and results of operations," these risks include:

    increased difficulty in protecting our intellectual property rights and trade secrets;

    unexpected government action or changes in legal or regulatory requirements;

    social, economic or political instability;

    the effects of any anti-American sentiments on our brands or sales of our products;

    increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery and anti-corruption laws, local and international environmental, health and safety laws, and increasingly complex regulations relating to the conduct of international commerce;

    increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for its foreign operations; and

    increased exposure to interruptions in air carrier or ship services.

        Any violation of our policies or any applicable laws and regulations by our suppliers or manufacturers could interrupt or otherwise disrupt our sourcing, adversely affect our reputation or damage our brand image. While we do not control these suppliers or manufacturers or their labor practices, negative publicity regarding the management of facilities by, production methods of or materials used by any of our suppliers or manufacturers could adversely affect our reputation and sales and force us to locate alternative suppliers or manufacturing sources, which could materially adversely affect our business, financial condition and results of operations.

Failure to comply with laws, regulations and policies, including the FCPA or other applicable anti-corruption legislation, could result in fines, criminal penalties and materially adversely affect our business, financial condition and results of operations.

        A significant risk resulting from our global operations is compliance with a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, export and import compliance, anti-trust and money laundering. The FCPA, the U.K. Bribery Act of 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons. There has been an increase in anti-bribery law enforcement activity in recent years, with more frequent and aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. We operate in parts of the world that are recognized as having governmental and commercial corruption and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure you that our internal control policies and procedures have protected or will always protect us from improper conduct of our employees or business partners. To the extent that we learn that any of our employees do not adhere to our internal control policies, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable laws, including anti-corruption laws, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, and detecting, investigating and resolving actual or alleged violations can be expensive and require significant time and attention from senior management. Any violation of U.S. federal and state and non-U.S. laws,

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regulations and policies could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in the U.S. or other applicable jurisdictions. In addition, actual or alleged violations could damage our reputation and ability to do business. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations could be materially adversely affected if professional golfers do not endorse or use our products.

        We establish relationships with professional golfers in order to use, validate and promote Titleist and FootJoy branded products. We have entered into endorsement arrangements with members of the various professional tours, including the PGA Tour, the Champions Tour, the LPGA Tour, the European PGA Tour, the Japan Tour and the Korean Tour. We believe that professional usage of our products validates the performance and quality of our products and contributes to retail sales. We therefore spend a significant amount of money to secure professional usage of our products. Many other companies, however, also aggressively seek the patronage of these professionals and offer many inducements, including significant cash incentives and specially designed products. There is a great deal of competition to secure the representation of tour professionals. As a result, it is expensive to attract and retain such tour professionals and we may lose the endorsement of these individuals, even prior to the expiration of the applicable contract term. The inducements offered by other companies could result in a decrease in usage of our products by professional golfers or limit our ability to attract other tour professionals. A decline in the level of professional usage of our products, or a significant increase in the cost to attract or retain endorsers, could materially adversely affect our business, financial condition and results of operations.

The value of our brands and sales of our products could be diminished if we, the golfers who use our products or the golf industry in general are associated with negative publicity.

        We sponsor a variety of golfers and feature those golfers in our advertising and marketing materials. We establish these relationships to develop, evaluate and promote our products, as well as establish product authenticity with consumers. Actions taken by golfers or tours associated with our products that harm the reputations of those golfers could also harm our brand image and impact our sales. We may also select golfers who may not perform at expected levels or who are not sufficiently marketable. If we are unable in the future to secure prominent golfers and arrange golfer endorsements of our products on terms we deem to be reasonable, we may be required to modify our marketing platform and to rely more heavily on other forms of marketing and promotion, which may not prove to be as effective or may result in additional costs.

If we inaccurately forecast demand for our products, we may manufacture insufficient quantities, which could materially adversely affect our business, financial condition and results of operations.

        To reduce purchasing costs and ensure supply, we place orders with our suppliers in advance of the time period we expect to deliver our products. In addition, we plan our manufacturing capacity based upon the forecasted demand for our products. Forecasting the demand for our products is very difficult given the number of SKUs we offer and the amount of specification involved in each of our product categories. For example, in our golf shoe business, we offer a large variety of models as well as different styles and sizes for each model, including over 2,400 SKUs available for men in the United States alone. The nature of our business makes it difficult to adjust quickly our manufacturing capacity if actual demand for our products exceeds or is less than forecasted demand. Factors that could affect our ability to accurately forecast demand for our products include, among others:

    changes in consumer demand for our products or the products of our competitors;

    new product introductions by us or our competitors;

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    failure to accurately forecast consumer acceptance of our products;

    failure to anticipate consumer acceptance of new technologies;

    inability to realize revenues from booking orders;

    negative publicity associated with tours or golfers we endorse;

    unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders placed by retailers;

    weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products;

    terrorism or acts of war, or the threat thereof, which could adversely affect consumer confidence and spending or interrupt production and distribution of products and raw materials;

    abnormal weather pattern or extreme weather conditions including hurricanes, floods and droughts, among others, which may disrupt economic activity; and

    general economic conditions.

        If actual demand for our products exceeds the forecasted demand, we may not be able to produce sufficient quantities of new products in time to fulfill actual demand, which could limit our sales.

        Any inventory levels in excess of consumer demand may result in inventory write-downs and/or the sale of excess inventory at discounted prices.

We may experience a disruption in the service, or a significant increase in the cost, of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports.

        We use FedEx Corporation, or FedEx, for substantially all ground shipments of products to our U.S. customers. We use ocean shipping services and air carriers for most of our international shipments of products. Furthermore, many of the components we use to manufacture and assemble our products are shipped to us via ocean shipping and air carrier. If there is any significant interruption in service by such providers or at shipping ports or airports, we may be unable to engage alternative suppliers or to receive or ship goods through alternate sites in order to deliver our products or components in a timely and cost-efficient manner. As a result, we could experience manufacturing delays, increased manufacturing and shipping costs, and lost sales as a result of missed delivery deadlines and product introduction and demand cycles. Any significant interruption in FedEx services, ship services, at shipping ports or air carrier services could materially adversely affect our business, financial condition and results of operations. Furthermore, if the cost of delivery or shipping services were to increase significantly and the additional costs could not be covered by product pricing it could materially adversely affect our business, financial condition and results of operations.

We rely on complex information systems for management of our manufacturing, distribution, sales and other functions. If our information systems fail to perform these functions adequately or if we experience an interruption in our operation, including a breach in cyber security, our business, financial condition and results of operations could be materially adversely affected.

        All of our major operations, including manufacturing, distribution, sales and accounting, are dependent upon our complex information systems. Our information systems are vulnerable to damage or interruption from:

    earthquake, fire, flood, hurricane and other natural disasters;

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    power loss, computer systems failure, Internet and telecommunications or data network failure; and

    hackers, computer viruses, unauthorized access, software bugs or glitches.

        Any damage or significant disruption in the operation of such systems or the failure of our information systems to perform as expected would disrupt our business, which may result in decreased sales, increased overhead costs, excess inventory or product shortages which could materially adversely effect our business, financial condition and results of operations.

Cybersecurity risks could disrupt our operations and negatively impact our reputation.

        There is growing concern over the security of personal and corporate information transmitted over the Internet, consumer identity theft and user privacy due to increasingly diverse and sophisticated threats to network, systems and data security. While we have implemented security measures, our computer systems may be susceptible to electronic or physical computer break-ins, viruses and other disruptions and security breaches. Any perceived or actual unauthorized or inadvertent disclosure of personally-identifiable information regarding visitors to our websites or otherwise or other breach or theft of the information we control, whether through a breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract website visitors, or subject us to claims or litigation and require us to repair damages suffered by consumers, and materially adversely affect our business, financial condition and results of operations.

If the technology-based systems that give consumers the ability to shop with us online do not function effectively, our ability to grow our eCommerce business globally could be adversely affected.

        We are increasingly using websites and social media to interact with consumers and as a means to enhance their experience with our products, including through Vokey.com and ScottyCameron.com. In addition, we launched our FootJoy eCommerce initiative in the first quarter of 2016. In our eCommerce services, we process, store and transmit customer data. We also collect consumer data through certain marketing activities. Failure to prevent or mitigate data loss or other security breaches, including breaches of our vendors' technology and systems, could expose us or consumers to a risk of loss or misuse of such information, result in litigation or potential liability for us and otherwise materially adversely affect our business, financial condition and results of operations. Further, our eCommerce business is subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, eCommerce and electronic devices. Existing and future laws and regulations, or new interpretations of these laws, may adversely affect our ability to conduct our eCommerce business.

        Any failure on our part to provide private, secure, attractive, effective, reliable, user-friendly eCommerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in the loss of eCommerce and other sales, harm our reputation with consumers, have an adverse impact on the growth of our eCommerce business globally and could materially adversely affect our business, financial condition and results of operations.

        Risks specific to our eCommerce business also include diversion of sales from our trade partners' brick and mortar stores, difficulty in recreating the in-store experience through direct channels and liability for online content. Our failure to successfully respond to these risks might adversely affect sales in our eCommerce business, as well as damage our reputation and brands.

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Our business could be harmed by the occurrence of natural disasters or pandemic diseases.

        The occurrence of a natural disaster, such as an earthquake, tsunami, fire, flood or hurricane, or the outbreak of a pandemic disease, could materially adversely affect our business, financial condition and results of operations. A natural disaster or a pandemic disease could adversely affect both the demand for our products as well as the supply of the raw materials or components used to make our products. Demand for golf products also could be negatively affected as consumers in the affected regions restrict their recreational activities and discretionary spending and as tourism to those areas declines. If our suppliers experience a significant disruption in their business as a result of a natural disaster or pandemic disease, our ability to obtain the necessary raw materials or components to make products could be materially adversely affected. In addition, the occurrence of a natural disaster or the outbreak of a pandemic disease generally restricts travel to and from the affected areas, making it more difficult in general to manage our global operations.

Goodwill and identifiable intangible assets represent a significant portion of our total assets and any impairment of these assets could negatively impact our results of operations and shareholders' equity.

        Our goodwill and identifiable intangible assets, which consist of goodwill from acquisitions, trademarks, patents, completed technology, customer relationships, licensing fees, and other intangible assets, represented approximately 38.6% of our total assets as of December 31, 2015.

        Accounting rules require the evaluation of our goodwill and intangible assets with indefinite lives for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Such indicators include a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic product growth; a change in our market shares; budget-to-actual performance and consistency of operations margins and capital expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel.

        To test goodwill for impairment, we perform a two-step test. The first step is a comparison of each reporting unit's fair value to its carrying value. We estimate the reporting unit's fair value by estimating the future cash flows of the reporting units to which the goodwill relates, and then discount the future cash flows at a market-participant-derived weighted average cost of capital. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment. If the carrying value of a reporting unit exceeds its estimated fair value in the first step, a second step is performed, which requires us to allocate the fair value of the reporting unit derived in the first step to the fair value of the reporting unit's net assets, with any fair value in excess of amounts allocated to such net assets representing the implied fair value of goodwill for that reporting unit. If the implied fair value of the goodwill is less than the book value, goodwill is impaired and is written down to the implied fair value amount.

        To test our other indefinite-lived assets for impairment, which consist of our trade names, we determine the fair value of our trade names using the relief-from-royalty method, which estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. If in conducting an impairment evaluation we determine that the carrying value of an asset exceeded its fair value, we would be required to record a non-cash impairment charge for the difference between the carrying value and the fair value of the asset. If a significant amount of our goodwill and identifiable intangible assets were deemed to be impaired, our business, financial condition and results of operations could be materially adversely affected.

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Our current senior management team and other key employees are critical to our success and if we are unable to attract and/or retain key employees and hire qualified management, technical and manufacturing personnel, our ability to compete could be harmed.

        Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, which averages over 20 years with us, and our other key employees. Our executives are experienced and highly qualified with strong reputations and relationships in the golf industry, and we believe that our management team enables us to pursue our strategic goals. Our other key sales, marketing, R&D, manufacturing, intellectual property protection and support personnel are also critical to the success of our business. The loss of the services of any of our senior management team or other key employees could disrupt our operations and delay the development and introduction of our products which could materially adversely affect our business, financial condition and results of operations. We do not have employment agreements with any of the members of our senior management team. In addition, we do not have "key person" life insurance policies covering any of our officers or other key employees.

        Our former President of Titleist Golf Balls retired effective February 29, 2016. This role has been assumed by a new President of Titleist Golf Balls who has worked at Acushnet Company since 1987. Our former President of Titleist Golf Clubs retired effective April 30, 2016. This role has been assumed by a new President of Titleist Golf Clubs who has worked at Acushnet Company since 1993. Our current President of FootJoy is expected to retire effective as of December 31, 2016. We have commenced a search for a new President of FootJoy and expect such role to be filled later this year.

        Our future success depends upon our ability to attract and retain our executive officers and other key sales, marketing, R&D, manufacturing, intellectual property protection and support personnel and any failure to do so could materially adversely affect our business, financial condition and results of operations.

        Additionally, we compete with many mature and prosperous companies that have far greater financial resources than we do and thus can offer current or perspective employees more lucrative compensation packages than we can.

Sales of our products by unauthorized retailers or distributors could adversely affect our authorized distribution channels and harm our reputation.

        Some of our products find their way to unauthorized outlets or distribution channels. This "gray market" for our products can undermine authorized retailers and foreign wholesale distributors who promote and support our products, and can injure the image of our company in the minds of our customers and consumers. While we have taken some lawful steps to limit commerce of our products in the "gray market" in both the United States and abroad, we have not been successful in halting such commerce.

International political instability and terrorist activities may decrease demand for our products and disrupt our business.

        Terrorist activities and armed conflicts could have an adverse effect upon the United States or worldwide economy and could cause decreased demand for our products. If such events disrupt domestic or international air, ground or sea shipments, or the operation of our suppliers or our manufacturing facilities, our ability to obtain the materials necessary to manufacture products and to deliver customer orders would be harmed, which could materially adversely affect our business, financial condition and results of operations. Such events can negatively impact tourism, which could adversely affect our sales to retailers at resorts and other vacation destinations. In addition, the occurrence of political instability and/or terrorist activities generally restricts travel to and from the affected areas, making it more difficult in general to manage our global operations.

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We may not be successful in our efforts to grow our presence in existing international markets and expand into additional international markets.

        We intend to grow our presence in and continue to expand into select international markets where there are the necessary and sufficient conditions in place to support such expansion. These growth and expansion plans will require significant management attention and resources and may be unsuccessful. In addition, to achieve satisfactory performance in international locations, it may be necessary to locate physical facilities, such as regional offices, in the foreign market and to hire employees who are familiar with such foreign markets while also being qualified to market our products. We may not be successful in growing our presence in or expanding into any such international markets or in generating sales from such foreign operations.

        We have historically grown our business by expanding into additional international markets, but such growth does not always work out as anticipated and there is no assurance that we will be successful in the existing international markets where we are currently seeking to grow our presence or the new international markets we plan to enter. Our business, financial condition and results of operations could be materially adversely affected if we do not achieve the international growth that we are anticipating.

We are exposed to a number of different tax uncertainties, including potential changes in tax laws and unanticipated tax liabilities, which could materially adversely affect our business, financial condition and results of operations.

        We earn a substantial portion of our net sales in foreign countries, and are subject to the tax laws of those jurisdictions. Tax laws affecting international operations are complex and subject to change. Current economic and political conditions make tax rules in any jurisdiction, including the U.S., subject to significant change. There have been proposals to reform U.S. and foreign tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our income tax expense and cash flows. Transactions that we have arranged in light of current tax rules could have adverse consequences if tax rules change, and changes in tax rules or imposition of any new or increased tariffs, duties and taxes could materially adversely affect our business, financial condition and results of operations.

        Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits in various jurisdictions around the world and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

        We are engaged in a number of intercompany transactions across multiple tax jurisdictions. Although we believe that these transactions reflect the accurate economic allocation of profit and that the proper transfer pricing documentation is in place, the profit allocation and transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates.

        We are also subject to the audit or examination of our tax returns by the Internal Revenue Service and other tax authorities whereby tax authorities could impose additional tariffs, duties, taxes, penalties and interest on us. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable and our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals. The results of audits or

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related disputes could have an adverse effect on our financial statements and our financial results for the period or periods for which the applicable final determinations are made.

        Portions of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings that expire in whole or in part from time to time. These tax holidays and rulings may be extended when certain conditions are met, or terminated if certain conditions are not met. If the tax holidays and rulings are not extended, or if we fail to satisfy the conditions of the reduced tax rate, then our effective tax rate would increase in the future.

        Changes to the overall international tax environment, as well as changes to some of the tax laws of the foreign jurisdictions in which we operate, are expected as a result of the Base Erosion and Profit Shifting project, or BEPS, being undertaken by the Organisation for Economic Co-operation and Development, or OECD. The OECD, which represents a coalition of member countries that encompass many of the jurisdictions in which we operate, has promulgated recommended changes to numerous long standing international tax principles through its BEPS project. It is expected that jurisdictions in which we do business will react to the BEPS initiative by enacting tax legislation, and our business could be materially impacted. It is also expected that our existing transfer pricing arrangements need to be reviewed and possibly adjusted to reflect the principles enumerated in the BEPS project.

Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

        We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to businesses in our industry. We carry various types of insurance, including general liability, auto liability, workers' compensation and excess umbrella, from highly rated insurance carriers on all of our properties. We believe that the policy specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and customary for similar businesses and are within industry standards. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain in the future or restrict our ability to buy insurance coverage at reasonable rates. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any deductible and/or self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

        In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to compensate us for the losses we incur or any costs we are responsible for. In addition, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. For example, we maintain business interruption insurance, but there can be no assurance that the coverage for a severe or prolonged business interruption would be adequate and the deductibles for such insurance may be high. These losses, if they occur, could materially adversely affect our business, financial condition and results of operations.

We are subject to product liability, warranty and recall claims, and our insurance coverage may not cover such claims.

        Our products expose us to warranty claims and product liability claims in the event that products manufactured, sold or designed by us actually or allegedly fail to perform as expected, or the use of those products results, or is alleged to result, in personal injury, death or property damage. Further, we or one or more of our suppliers might not adhere to product safety requirements or quality control standards, and products may be shipped to retail partners before the issue is identified. In the event that this occurs, we may have to recall our products to address performance, compliance, or other safety related issues. The financial costs we may incur in connection with these recalls typically would

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include the cost of the product being replaced or repaired and associated labor and administrative costs and, if applicable, governmental fines and/or penalties.

        Product recalls can harm our reputation and cause us to lose customers, particularly if those recalls cause consumers to question the performance, quality, safety or reliability of our products. Substantial costs incurred or lost sales caused by future product recalls could materially adversely affect our business, financial condition and results of operations. Conversely, not issuing a recall or not issuing a recall on a timely basis can harm our reputation and cause us to lose customers for the same reasons as expressed above. Product recalls, withdrawals, repairs or replacements may also increase the amount of competition that we face.

        We vigorously defend or attempt to settle all product liability cases brought against us. However, there is no assurance that we can successfully defend or settle all such cases. We believe that we are not currently subject to any material product liability claims not covered by insurance or vendor indemnity, although the ultimate outcome of these and future claims cannot presently be determined. Because product liability claims are part of the ordinary course of our business, we maintain product liability insurance which we currently believe is adequate. Our insurance policies provide coverage against claims resulting from alleged injuries arising from our products sustained during the respective policy periods, subject to policy terms and conditions. We believe the insurance will be renewed on substantially similar terms upon its expiry but there can be no assurance that this coverage will be renewed or otherwise remain available in the future, that our insurers will be financially viable when payment of a claim is required, that the cost of such insurance will not increase, or that this insurance will ultimately prove to be adequate under our various policies. Furthermore, future rate increases might make insurance uneconomical for us to maintain. These potential insurance problems or any adverse outcome in any liability suit could create increased expenses which could harm our business. We are unable to predict the nature of product liability claims that may be made against us in the future with respect to injuries, diseases or other illnesses resulting from the use of our products or the materials incorporated in our products.

        With regard to warranty claims, our actual product warranty obligations could materially differ from historical rates which would oblige us to revise our estimated warranty liability accordingly. Adverse determinations of material product liability and warranty claims made against us could materially adversely affect our business, financial condition and results of operations and could harm the reputation of our brands.

We may be subject to litigation and other regulatory proceedings which may result in the expense of time and resources and could materially adversely affect our business, financial condition and results of operations.

        We may be involved in lawsuits and regulatory actions relating to our business, including those relating to intellectual property, antitrust, commercial and employment matters. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the likelihood of such lawsuits or regulatory proceedings occurring or the ultimate outcome of any such proceedings. An unfavorable outcome could materially adversely affect our business, financial condition and results of operations. In addition, any such proceeding, regardless of its merits, could divert management's attention from our operations and result in substantial legal fees.

We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs or restrict our operations in the future.

        Our properties and operations are subject to a number of environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations govern, among other things, air emissions, water discharges, handling and disposal of solid and hazardous substances and wastes, soil and groundwater contamination and employee health and safety. Our failure

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to comply with such environmental, health and safety laws and regulations could result in substantial civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring remedial or corrective measures, installation of pollution control equipment or other actions.

        We may also be subject to liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, even if such contamination was not caused by us, and we may face claims alleging harm to health or property or natural resource damages arising out of contamination or exposure to hazardous substances. We may also be subject to similar liabilities and claims in connection with locations at which hazardous substances or wastes we have generated have been stored, treated, otherwise managed, or disposed.

        We use certain substances and generate certain wastes that may be deemed hazardous or toxic under environmental laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. The costs of investigation, remediation or removal of such materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing regarding our property. Liability in many situations may be imposed not only without regard to fault, but may also be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire amount.

        Environmental conditions at or related to our current or former properties or operations, and/or the costs of complying with current or future environmental, health and safety requirements (which have become more stringent and complex over time) could materially adversely affect our business, financial condition and results of operations.

We may require additional capital in the future and we cannot give any assurance that such capital will be available at all or available on terms acceptable to us and, if it is available, additional capital raised by us may dilute holders of our common stock.

        We may need to raise additional funds through public or private debt or equity financings in order to:

    fund ongoing operations;

    take advantage of opportunities, including expansion of our business or the acquisition of complementary products, technologies or businesses;

    develop new products; or

    respond to competitive pressures.

        Any additional capital raised through the sale of equity or securities convertible into equity will dilute the percentage ownership of holders of our common stock. Capital raised through debt financing would require us to make periodic interest payments and may impose restrictive covenants on the conduct of our business. Furthermore, additional financings may not be available on terms favorable to us, or at all, especially during periods of adverse economic conditions, which could make it more difficult or impossible for us to obtain funding for the operation of our business, for making additional investments in product development and for repaying outstanding indebtedness. Our failure to obtain additional funding could prevent us from making expenditures that may be required to grow our business or maintain our operations.

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If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of operations could be adversely affected.

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this prospectus and in our consolidated financial statements included herein. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowance for doubtful accounts, inventory reserves, impairment of goodwill, indefinite-lived and long-lived assets, pension and other post-retirement benefits, product warranty, valuation allowances for deferred tax assets, valuation of common stock warrants, and share-based compensation. Our financial condition and results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or in our industry, expose us to interest rate risk to the extent of our variable rate debt, and prevent us from meeting our obligations under our indebtedness.

        Following the closing of the Refinancing and the conversion of all of our Convertible Notes immediately prior to the closing of this offering, we will continue to be highly leveraged. As of March 31, 2016, on a pro forma basis after giving effect to the conversion of all of our Convertible Notes immediately prior to the closing of this offering, we would have had $585.0 million of indebtedness, and on a pro forma as adjusted basis after giving further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding warrants and related redemption of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016, and (ii) the Refinancing, we would have had $             million of indebtedness. In addition, as of March 31, 2016, on a pro forma as adjusted basis, we would have had $             million of availability under our new revolving credit facility after giving effect to $             million of outstanding letters of credit and we would have had $             million available under our local credit facilities that will remain outstanding after the Refinancing. Until the date that is one year from the initial funding date, the commitments under the new delayed draw term loan A facility in the amount of up to $100.0 million will be available to make payments in connection with the final payout of the outstanding EARs under the EAR Plan, which would increase our leverage further. Our high degree of leverage following the closing of this offering could have important consequences for us, including:

    requiring us to utilize a substantial portion of our cash flows from operations to make payments on our indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, product development, acquisitions, general corporate and other purposes;

    increasing our vulnerability to adverse economic, industry, or competitive developments;

    exposing us to the risk of increased interest rates because substantially all of our borrowings are at variable rates of interest;

    making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial

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      maintenance covenants and restrictive covenants, could result in an event of default under the agreements governing our indebtedness;

    restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

    limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and

    limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

        Our total interest expense, net was $68.1 million, $63.5 million, $60.3 million and $15.3 million and $13.8 million for the years ended December 31, 2013, 2014 and 2015 and the three months ended March 31, 2015 and 2016, respectively, our pro forma total interest expense for the year ended December 31, 2015 and the three months ended March 31, 2016 after giving effect to the conversion of all of our Convertible Notes immediately prior to the closing of this offering would have been $33.1 million and $7.1 million, respectively, and our pro forma as adjusted total interest expense for the year ended December 31, 2015 and the three months ended March 31, 2016 after giving further effect to the exercise by Fila Korea Ltd. of all of our outstanding warrants and related redemption of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016, and the Refinancing would have been $             million and $             million, respectively. Following the closing of the Refinancing and this offering, substantially all of our indebtedness will be floating rate debt.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control.

        Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If we are unable to generate sufficient cash flows to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations, or raise additional debt or equity capital. We may not be able to affect any of these actions on a timely basis, on commercially reasonable terms, or at all, and these actions may not be sufficient to meet our capital requirements. In addition, any refinancing of our indebtedness could be at a higher interest rate, and the terms of our existing or future debt arrangements may restrict us from affecting any of these alternatives. Our failure to make the required interest and principal payments on our indebtedness would result in an event of default under the agreement governing such indebtedness, which may result in the acceleration of some or all of our outstanding indebtedness.

Despite our high indebtedness level, we and our subsidiaries will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

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Our credit agreements contain restrictions that limit our flexibility in operating our business.

        The agreements governing our outstanding indebtedness contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit the ability of our subsidiaries to, among other things:

    incur, assume, or permit to exist additional indebtedness or guarantees;

    incur liens;

    make investments and loans;

    pay dividends, make payments, or redeem or repurchase capital stock;

    engage in mergers, liquidations, dissolutions, asset sales, and other dispositions (including sale leaseback transactions);

    amend or otherwise alter terms of certain indebtedness or certain other agreements;

    enter into agreements limiting subsidiary distributions or containing negative pledge clauses;

    engage in certain transactions with affiliates;

    alter the nature of the business that we conduct;

    change our fiscal year or accounting practices; or

    enter into a transaction or series of transactions that constitutes a change of control.

        The new credit agreement covenants also restrict the ability of Acushnet Holdings Corp. to engage in certain mergers or consolidations or engage in any activities other than permitted activities. A breach of any of these covenants, among others, could result in a default under one or more of these agreements, including as a result of cross default provisions, and, in the case of our new secured credit facility, following any applicable cure period, would permit the lenders thereunder to, among other things, declare the principal, accrued interest and other obligations thereunder to be immediately due and payable and declare the commitment of each lender thereunder to make loans and issue letters of credit to be terminated.

We may utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

        We may enter into pay-fixed interest rate swaps to limit our exposure to changes in variable interest rates. Such instruments may result in economic losses should interest rates decline to a point lower than our fixed rate commitments. We will be exposed to credit-related losses, which could impact the results of operations in the event of fluctuations in the fair value of the interest rate swaps due to a change in the credit worthiness or non-performance by the counterparties to the interest rate swaps.

Risks Related to this Offering and Ownership of Our Common Stock

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a newly public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

        As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and                        . The expenses incurred by public companies generally for reporting and corporate

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governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

There may not be an active trading market for shares of our common stock, which may cause shares of our common stock to trade at a discount from the initial offering price and make it difficult to sell the shares of common stock you purchase.

        Prior to this offering, there has not been a public trading market for shares of our common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained which would make it difficult for you to sell your shares of common stock at an attractive price or at all. The initial public offering price per share of common stock will be determined by agreement among the selling shareholders and the representatives of the underwriters, and may not be indicative of the price at which shares of our common stock will trade in the public market after this offering. The market price of our common stock may decline below the initial offering price and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.

        Even if a trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our common stock in spite of our operating performance. In addition, our results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly results of operations, additions or departures of key management personnel, failure to meet analysts' earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business or the golf industry, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about our industry in or individual scandals, and in response the market price of shares of our common stock could decrease significantly. You may be unable to resell your shares of common stock at or above the initial public offering price.

        In the past few years, stock markets have experienced significant price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

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We have identified material weaknesses in our internal control over financial reporting, and if we are unable to maintain effective internal controls, we may not be able to produce timely and accurate financial statements, which could have a material adverse effect on our business and stock price.

        As a privately held company, we are not required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not currently required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual and quarterly reports and provide an annual management report on the effectiveness of internal control over financial reporting.

        In connection with the audit of our consolidated financial statements for the years ended December 31, 2013, 2014 and 2015, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We did not have in place an effective control environment with a sufficient number of accounting personnel with the appropriate technical training in, and experience with, GAAP to allow for a detailed review of complex accounting transactions that would identify errors in a timely manner. Further, we did not design and have in place formally documented and implemented processes and procedures to address the accounting for income taxes, derivatives, certain compensation and benefits, and functional currency, including internal communication protocols related to matters impacting income tax and benefit accounts. We also identified a lack of segregation of duties between the ability to create and post journal entries. The lack of adequate accounting personnel and formal processes and procedures resulted in several audit adjustments to our consolidated financial statements for the years ended December 31, 2013, 2014 and 2015.

        We are currently in the process of remediating these material weaknesses and are taking steps that we believe will address the underlying causes of the material weaknesses. We have enlisted the help of external advisors to provide assistance in the areas of financial accounting and tax accounting in the short term, and are evaluating the longer term resource needs of our various financial functions. In addition, we have engaged an accounting firm to evaluate and document the design and operating effectiveness of our internal controls and assist with the remediation and implementation of our internal controls as required. These remediation measures may be time consuming, costly, and might place significant demands on our financial and operational resources.

        In addition, we have begun performing system and process evaluations and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, with auditor attestation of the effectiveness of our internal controls, beginning with our annual report on Form 10-K for the second fiscal year ending after the effectiveness of the registration statement of which this prospectus forms a part. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be additional material weaknesses, in addition to the material weaknesses described above. Each of the material weaknesses described above or any newly identified material weakness could result in a misstatement of our consolidated financial statements or disclosures that would result in a material misstatement of our annual or quarterly consolidated financial statements that would not be prevented or detected.

        If (i) we fail to effectively remediate deficiencies in internal control over financial reporting, (ii) we identify additional material weaknesses in our internal control over financial reporting, (iii) we are

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unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or (iv) our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting or expresses an opinion that is qualified or adverse, investors may lose confidence in the accuracy and completeness of our financial statements which could cause the market price of our common stock to decline, and we could become subject to sanctions or investigations by the stock exchange upon which our common stock is listed, the SEC or other regulatory authorities, and we could be delayed in delivering financial statements, which could result in a default under the agreements governing our indebtedness.

We cannot assure you that we will pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.

        Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, capital requirements, financial condition, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we expect to pay dividends, if any, only from funds we receive from our subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. Certain of our existing agreements governing indebtedness, including our new credit agreement, restrict our ability to pay dividends on our common stock. We expect that any future agreements governing indebtedness will contain similar restrictions. For more information, see "Dividend Policy" and "Description of Indebtedness." There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends.

Acushnet Holdings Corp. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund all of its operations and expenses, including future dividend payments, if any.

        Our operations are conducted almost entirely through our subsidiaries and our ability to generate cash to make future dividend payments, if any, is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans, which may be restricted as a result of the laws of the jurisdiction of organization of our subsidiaries, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

        The initial public offering price per share is expected to be substantially higher than the pro forma as adjusted net tangible book value (deficit) per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our pro forma as adjusted net tangible book value as of March 31, 2016 and the assumed initial offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $        per share, representing the difference between our pro forma as adjusted net tangible book value per share and the assumed initial public offering price. See "Dilution."

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You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

        After this offering we will have                shares of common stock authorized but unissued. Our amended and restated certificate of incorporation to become effective in connection with this offering will authorize us to issue these shares of common stock and options relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved                shares for issuance upon settlement of our EARs and for issuance under our 2015 Incentive Plan. See "Executive Compensation." Any shares of common stock that we issue, including to settle our EARs or under our 2015 Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

Future sales, or the perception of future sales, by us or our existing shareholders in the public market following this offering could cause the market price for our common stock to decline.

        The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, including sales by our existing shareholders, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this offering and after giving effect to (i) the automatic conversion of all of our Convertible Notes into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering, (ii) the automatic conversion of our Convertible Preferred Stock into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering, and (iii) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate        shares of our common stock, which is expected to occur in July 2016, we will have a total of             shares of our common stock outstanding. Of the outstanding shares, the            shares sold in this offering (or            shares if the underwriters exercise their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in "Shares Eligible for Future Sale."

        The remaining outstanding            shares of common stock held by our existing shareholders after this offering will be subject to certain restrictions on resale. We, our executive officers, directors and all of our existing shareholders, including the selling shareholders, will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for 180 days following the date of this prospectus. See "Underwriting" for a description of these lock-up agreements.

        Upon the expiration of the lock-up agreements described above, all of such            shares (or            shares if the underwriters exercise their option to purchase additional shares in full) will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144.

        We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our EARs and our 2015 Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover             shares of our common stock issuable pursuant to our 2015 Incentive Plan. We expect to file an additional or amended registration statement

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on Form S-8 prior to the settlement of our EARs which will cover shares of our common stock issuable pursuant to our EARs.

        As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

        Our amended and restated certificate of incorporation and amended and restated bylaws to become effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part will contain provisions that may make the merger or acquisition of the Company more difficult without the approval of our board of directors.

        Further, as a Delaware corporation, we are also subject to provisions of Delaware law, which may impair a takeover attempt that our shareholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of the Company, including actions that our shareholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

        The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. These forward-looking statements are included throughout this prospectus, including in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable" and similar terms and phrases to identify forward-looking statements in this prospectus.

        The forward-looking statements contained in this prospectus are based on management's current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include, but are not limited to:

    a reduction in the number of rounds of golf played or in the number of golf participants;

    unfavorable weather conditions may impact the number of playable days and rounds played in a given year;

    macroeconomic factors may affect the number of rounds of golf played and related spending on golf products;

    demographic factors may affect the number of golf participants and related spending on our products;

    a significant disruption in the operations of our manufacturing, assembly or distribution facilities;

    our ability to procure raw materials or components of our products;

    a disruption in the operations of our suppliers;

    cost of raw materials and components;

    currency transaction and translation risk;

    our ability to successfully manage the frequent introduction of new products;

    our reliance on technical innovation and high-quality products;

    changes of the Rules of Golf with respect to equipment;

    our ability to adequately enforce and protect our intellectual property rights;

    involvement in lawsuits to protect, defend or enforce our intellectual property rights;

    our ability to prevent infringement of intellectual property rights by others;

    recent changes to U.S. patent laws and proposed changes to the rules of the U.S. Patent and Trademark Office;

    intense competition and our ability to maintain a competitive advantage in each of our markets;

    limited opportunities for future growth in sales of golf balls, golf shoes and golf gloves;

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    our customers' financial condition, their levels of business activity and their ability to pay trade obligations;

    a decrease in corporate spending on our custom logo golf balls;

    our ability to maintain and further develop our sales channels;

    consolidation of retailers or concentration of retail market share;

    our ability to maintain and enhance our brands;

    seasonal fluctuations of our business;

    fluctuations of our business based on the timing of new product introductions;

    risks associated with doing business globally;

    compliance with laws, regulations and policies, including the FCPA or other applicable anti-corruption legislation;

    our ability to secure professional golfers to endorse or use our products;

    negative publicity relating to us or the golfers who use our products or the golf industry in general;

    our ability to accurately forecast demand for our products;

    a disruption in the service or increase in cost, of our primary delivery and shipping services or a significant disruption at shipping ports;

    our ability to maintain our information systems to adequately perform their functions;

    cybersecurity risks;

    the ability of our eCommerce systems to function effectively;

    occurrence of natural disasters or pandemic diseases;

    impairment of goodwill and identifiable intangible assets;

    our ability to attract and/or retain management and other key employees and hire qualified management, technical and manufacturing personnel;

    our ability to prohibit sales of our products by unauthorized retailers or distributors;

    international political instability and terrorist activities;

    our ability to grow our presence in existing international markets and expand into additional international markets;

    tax uncertainties, including potential changes in tax laws and unanticipated tax liabilities;

    adequate levels of coverage of our insurance policies;

    product liability, warranty and recall claims;

    litigation and other regulatory proceedings;

    compliance with environmental, health and safety laws and regulations;

    our ability to secure additional capital on terms acceptable to us and potential dilution of holders of our common stock;

    our estimates or judgments relating to our critical accounting policies;

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    our substantial leverage, ability to service our indebtedness, ability to incur more indebtedness and restrictions in the agreements governing our indebtedness;

    increased costs and regulatory requirements of being a public company;

    our ability to maintain effective internal controls over financial reporting;

    our ability to pay dividends;

    dilution from future issuances or sales of our common stock;

    anti-takeover provisions in our organizational documents; and

    reports from securities analysts.

        These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

        Any forward-looking statement made by us in this prospectus speaks only as of the date of this prospectus. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

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USE OF PROCEEDS

        The selling shareholders are selling all                shares of our common stock that are being sold in this offering, including all of the shares, if any, that may be sold in connection with the exercise of the underwriters' option to purchase additional shares from the selling shareholders. See "Principal and Selling Shareholders."

        We will not receive any proceeds from the sale of shares of our common stock in this offering by the selling shareholders. We will pay certain expenses, other than the underwriting discount, associated with this offering.

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DIVIDEND POLICY

        Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, capital requirements, financial condition, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. We are a holding company and substantially all of our operations are carried out by our operating subsidiary, Acushnet Company, and its subsidiaries.

        Because we are a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiary, Acushnet Company, and its subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.

        Certain of our agreements governing indebtedness, including our new credit agreement, restrict our ability to pay dividends on our common stock. We expect that any future agreements governing indebtedness will contain similar restrictions. See "Description of Indebtedness" for a description of the restrictions on our ability to pay dividends under our new credit agreement.

        We did not declare or pay any dividends on our common stock in 2013, 2014 or 2015 or in the three months ended March 31, 2016.

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CAPITALIZATION

        The following table sets forth our cash and our capitalization as of March 31, 2016, on:

    an actual basis;

    a pro forma basis to give effect to:

    (x) the automatic conversion of all of our outstanding Convertible Notes into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering and (y) the payment in cash of $18.3 million of interest on the Convertible Notes accrued from August 1, 2015 through March 31, 2016; and

    the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of             shares of our common stock, which will occur immediately prior to the closing of this offering; and

    a pro forma as adjusted basis to give further effect to:

    the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of             shares of our common stock at an exercise price of $            per share and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016; and

    the Refinancing.

        You should read this table together with the information contained in this prospectus, including "Prospectus Summary—Summary Consolidated Financial Data," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

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  As of March 31, 2016  
 
  Actual   Pro Forma   Pro Forma
As Adjusted
 
 
  (in thousands,
except share and per share data)

 

Cash(1)

  $ 65,719   $ 47,470   $    

Common stock warrant liability

 
$

24,763
 
$

24,763
 
$
 

Debt:

                   

Former credit facilities:

                   

Former senior revolving credit facility

    63,000     63,000        

Former senior term loan facility

    30,000     30,000        

Former working credit facilities(2)

    35,693     35,693        

Revolving credit facility(3)

    30,000     30,000        

Secured floating rate notes

    373,397     373,397        

7.5% bonds due 2021

    30,684     30,684        

Convertible Notes

    362,490            

New senior secured credit facilities:

                   

Revolving credit facility(4)

               

Term loan A facility

               

Delayed draw term loan A facility(5)

               

Other unsecured short term borrowings(6)

    20,683     20,683        

Capital lease obligations

    1,535     1,535        

Total debt, net of discount and debt issuance costs

    947,482     584,992        

Series A redeemable convertible preferred stock, $0.001 par value, 1,838,027 shares authorized and 1,838,027 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

   
131,036
   
       

Equity:

   
 
   
 
   
 
 

Preferred stock, par value $0.001 per share, no shares authorized, issued and outstanding, actual;        shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted

               

Common stock, par value $0.001 per share,        shares authorized and        shares issued and outstanding, actual;        shares authorized and        shares issued and outstanding, pro forma;        shares authorized and        shares issued and outstanding, pro forma as adjusted

    2     8        

Additional paid-in capital

    309,130     802,650        

Accumulated other comprehensive income (loss), net of tax

    (70,467 )   (70,467 )      

Retained earnings (deficit)

    (56,967 )   (56,967 )      

Total equity attributable to Acushnet Holdings Corp. 

    181,698     675,224        

Noncontrolling interests

    34,785     34,785        

Total equity

    216,483     710,009        

Total capitalization

  $ 1,295,001   $ 1,295,001   $    

(1)
Does not include restricted cash of $4.8 million as of March 31, 2016. Restricted cash is primarily related to a standby letter of credit used for insurance purposes. Includes cash of $16.4 million related to our FootJoy golf shoe joint venture. See Note 2 to our audited consolidated financial statements and Note 1 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on our FootJoy golf shoe joint venture.

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    Does not reflect the payment of $             million in aggregate, consisting of: (i) accrued and unpaid interest in the amount of $             million on our Convertible Notes and $             million on our 7.5% bonds due 2021, in each case accruing from April 1, 2016 through the later of August 1, 2016 and the closing date of this offering and (ii) accrued and unpaid dividends in the amount of $             million on our Convertible Preferred Stock from August 1, 2015 through the later of August 1, 2016 and the closing date of this offering, in each case which we expect to make in cash at the closing of this offering.

    Does not reflect the payment of estimated fees of approximately $            related to this offering payable by us which we have incurred since April 1, 2016 and which we expect to pay in cash.

(2)
Consists of our Canadian working credit facility and our European working credit facility, which had outstanding borrowings of $15.9 million and $19.8 million, respectively, as of March 31, 2016. In connection with the Refinancing, any amounts outstanding under our Canadian working credit facility and our European working credit facility will be repaid with borrowings under our new revolving credit facility and such Canadian working credit facility and European working credit facility will be terminated.

(3)
Consists of a working credit facility entered into with Wells Fargo Bank, National Association on February 5, 2016, which working credit facility provides for borrowings up to $30.0 million and matures on July 29, 2016.

(4)
Consists of a $275.0 million new revolving credit facility, including a $20.0 million letter of credit sub-facility, a C$25.0 million sub-facility for Acushnet Canada Inc. and a £20 million sub-facility for Acushnet Europe Limited. As of March 31, 2016 on a pro forma as adjusted basis, we would have had $         million of availability under our new revolving credit facility after giving effect to $         million of outstanding letters of credit.

(5)
Until the date that is one year from the initial funding date, the commitments under the new delayed draw term loan A facility in the amount of up to $100.0 million will be available to make payments in connection with the final payout of the outstanding EARs under the EAR Plan.

(6)
Consists of amounts outstanding under certain local credit facilities at certain of our non-U.S. subsidiaries and our FootJoy golf shoe joint venture in China. As of March 31, 2016, on a pro forma as adjusted basis, we would have had $             million available under our local credit facilities that will remain outstanding after the Refinancing.


The foregoing table does not reflect:

            shares of our common stock issuable following vesting in settlement of RSUs and up to            shares of our common stock issuable following vesting in settlement of PSUs, in each case that were issued under the 2015 Incentive Plan;

            additional shares of our common stock reserved for future issuance under the 2015 Incentive Plan; and

shares of common stock issuable in respect of the settlement of up to 50% of the outstanding EARs at our option, which were issued under the EAR Plan.

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DILUTION

        If you purchase our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value (deficit) per share of our common stock upon closing of this offering.

        Our historical net tangible book value (deficit) as of March 31, 2016 was $(464.1) million, or $            per share of our common stock. Our historical net tangible book value (deficit) represents our total tangible assets less our total liabilities and Convertible Preferred Stock, which is not included within our shareholders' equity. Historical net tangible book value (deficit) per share represents historical net tangible book (deficit) divided by        shares of our common stock outstanding as of March 31, 2016.

        Our pro forma net tangible book value as of March 31, 2016 was $29.5 million, or $    per share of our common stock. Pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to (i) the automatic conversion of all of our outstanding Convertible Notes into an aggregate of             shares of our common stock, which will occur immediately prior to the closing of this offering, (ii) the payment in cash of $18.3 million of interest on the Convertible Notes accrued from August 1, 2015 through March 31, 2016 and (iii) the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of             shares of our common stock, which will occur immediately prior to the closing of this offering. Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the total number of shares outstanding as of March 31, 2016, after giving effect to the automatic conversion of all outstanding shares of our Convertible Notes and our Convertible Preferred Stock into an aggregate of            shares of our common stock immediately prior to the closing of this offering.

        Our pro forma as adjusted net tangible book value as of March 31, 2016 was $            million, or $            per share of our common stock. Pro forma as adjusted net tangible book value represents the amount of our pro forma total tangible assets less our pro forma total liabilities after giving further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of            shares of our common stock and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016 and (ii) the Refinancing. Pro forma as adjusted net tangible book value per share represents our pro forma as adjusted net tangible book value divided by the total number of shares outstanding as of March 31, 2016, after giving effect to the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of            shares of our common stock. Dilution per share to new investors is determined by subtracting the pro forma as adjusted net tangible book value per share from the initial public offering price per share paid by new investors. Because all of the shares of our common stock to be sold in this offering, including those subject to the underwriters' option to purchase additional shares, will be sold by the selling shareholders, there will be no increase in the number of

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shares of our common stock outstanding as a result of this offering. The following table illustrates this dilution:

Assumed initial public offering price per share

      $    

Historical net tangible book value (deficit) per share as of March 31, 2016

           

Increase per share attributable to the pro forma adjustments described above

           

Pro forma net tangible book value per share as of March 31, 2016

           

Increase per share attributable to pro forma as adjusted adjustments described above

           

Pro forma as adjusted net tangible book value per share

           

Dilution per share to new investors purchasing common stock in this offering

      $    

        The following table summarizes, on a pro forma as adjusted basis as of March 31, 2016, the number of shares of common stock purchased from the selling shareholders (assuming no exercise of the underwriters' option to purchase additional shares of our common stock) and the total consideration and the average price per share paid by our existing shareholders and by the new investors in this offering, at an assumed initial public offering price of $        per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

 
  Shares Purchased   Total Consideration    
 
 
  Average
Price
per Share
 
 
  Number   Percent   Amount   Percent  

Existing shareholders

            % $         % $    

New Investors

                          $    

Total

            % $         %      

        A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and average price per share paid by new investors by $         million, $         million and $        per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by the selling shareholders, assuming no changes in the assumed initial public offering price per share would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and average price per share paid by new investors by $         million, $         million and $        per share, respectively.

        The foregoing tables and calculations are based on        shares of our common stock outstanding as of March 31, 2016, after giving effect to (i) the automatic conversion of all of our outstanding Convertible Notes into an aggregate of            shares of our common stock and the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of            shares of our common stock, each of which will occur immediately prior to the closing of this offering and

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(ii) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of            shares of our common stock, which is expected to occur in July 2016, and excludes:

                shares of our common stock issuable following vesting in settlement of RSUs and up to            shares of our common stock issuable following vesting in settlement of PSUs, in each case that were issued under the 2015 Incentive Plan;

                additional shares of our common stock reserved for future issuance under the 2015 Incentive Plan; and

    shares of our common stock issuable in respect of the settlement of up to 50% of the outstanding EARs at our option, which were issued under the EAR Plan.

        New investors may experience further dilution to the extent any of our RSUs and PSUs vest, any additional options, RSUs or PSUs are granted and exercised, or any additional shares of our common stock are otherwise issued.

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SELECTED CONSOLIDATED FINANCIAL DATA

        You should read the selected consolidated financial data below together with the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information included elsewhere in this prospectus.

        We have derived the consolidated statement of operations data for the years ended December 31, 2013, 2014 and 2015 and the consolidated balance sheet data as of December 31, 2014 and 2015 presented below from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the consolidated statement of operations data for the period from July 30, 2011 to December 31, 2011 and for the year ended December 31, 2012 and our consolidated balance sheet data as of December 31, 2011, 2012 and 2013 presented below from our audited consolidated financial statements which are not included in this prospectus. We have derived the consolidated statement of operations data for the period from January 1, 2011 to July 29, 2011 from the audited consolidated financial statements of our Predecessor (as defined below) that are not included in this prospectus. Our historical audited results are not necessarily indicative of the results that should be expected in any future period.

        We have derived the historical statement of operations data and the consolidated statement of cash flows data for the three months ended March 31, 2015 and March 31, 2016 and the consolidated balance sheet data as of March 31, 2016 presented below from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to present fairly the financial information set forth in those statements. The results for any interim period are not necessarily indicative of the results that may be expected for the full year and our historical unaudited results are not necessarily indicative of the results that should be expected in any future period.

        The pro forma balance sheet data as of March 31, 2016 and the pro forma basic and diluted net income per common share attributable to Acushnet Holding Corp. and the pro forma basic and diluted weighted average number of shares for the year ended December 31, 2015 and the three months ended March 31, 2016 presented below are unaudited and give effect to (i) the automatic conversion of all of our outstanding Convertible Notes into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering, (ii) with respect to the pro forma balance sheet data, the payment in cash of $18.3 million of interest on the Convertible Notes accrued from August 1, 2015 through March 31, 2016 and (iii) the automatic conversion of all of our outstanding Convertible Preferred Stock into an aggregate of            shares of our common stock, which will occur immediately prior to the closing of this offering. The pro forma balance sheet data gives effect to the foregoing transactions assuming they occurred on March 31, 2016 and the pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp. gives effect to the foregoing transactions assuming they occurred on January 1, 2015. The pro forma data is not necessarily indicative of what our financial position or basic or diluted net income per common share attributable to Acushnet Holding Corp. would have been if the foregoing transactions had been completed as of March 31, 2016 or for the year ended December 31, 2015 or the three months ended March 31, 2016, nor is such data necessarily indicative of our financial position or basic or diluted net income (loss) per common share attributable to Acushnet Holding Corp. for any future date or period.

        The pro forma as adjusted balance sheet data as of March 31, 2016 and the pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. and the pro forma as adjusted basic and diluted weighted average number of shares for the year ended December 31, 2015 and the three months ended March 31, 2016 presented below are unaudited and give further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding common stock

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warrants into an aggregate of            shares of our common stock at an exercise price of $            per share and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016 and (ii) the Refinancing. The pro forma as adjusted balance sheet data gives effect to the foregoing transactions assuming they occurred on March 31, 2016 and the pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. gives effect to the foregoing transactions assuming they occurred on January 1, 2015. The pro forma as adjusted data is not necessarily indicative of what our financial position or basic or diluted net income per common share attributable to Acushnet Holdings Corp. would have been if the foregoing transactions had been completed as of March 31, 2016 or for the year ended December 31, 2015 or the three months ended March 31, 2016, nor is such data necessarily indicative of our financial position or basic or diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for any future date or period.

        As a result of the Acquisition, a new basis of accounting was created beginning July 29, 2011. In this prospectus, the periods prior to the Acquisition are referred to as the "Predecessor" periods, which represents Acushnet Company and all of its consolidated subsidiaries, and the periods after the Acquisition are referred to as the "Successor" periods, which represent Acushnet Holdings Corp. and all of its consolidated subsidiaries, including Acushnet Company. Due to the Acquisition, the

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consolidated financial statements for the Successor periods are not comparable to those of the Predecessor periods presented in this prospectus.

 
  Predecessor    
  Successor   Combined(1)   Successor  
 
  January 1 -
July 29,
   
  July 30 -
December 31,
   
   
   
   
   
  Three months
ended March 31,
 
 
   
   
  Year ended December 31,  
 
   
   
 
 
  2011    
  2011   2011   2012   2013   2014   2015   2015   2016  
 
   
   
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                                                           

Net sales

  $ 878,902       $ 457,159   $ 1,336,061   $ 1,451,058   $ 1,477,219   $ 1,537,610   $ 1,502,958   $ 416,298   $ 442,796  

Cost of goods sold

    444,393         317,812     762,205     753,096     744,090     779,678     727,120     201,040     217,331  

Gross profit

    434,509         139,347     573,856     697,962     733,129     757,932     775,838     215,258     225,465  

Operating expenses:

                                                           

Selling, general and administrative

    302,740         209,150     511,890     566,999     568,421     602,755     604,018     153,727     153,348  

Research and development

    20,844         16,845     37,689     41,598     42,152     44,243     45,977     11,014     11,130  

Intangible amortization

    83         2,893     2,976     6,733     6,704     6,687     6,617     1,661     1,649  

Restructuring and other charges

    11,287         1,881     13,168     2,477     955         1,643         587  

Income (loss) from operations

    99,555         (91,422 )   8,133     80,155     114,897     104,247     117,583     48,856     58,751  

Interest expense, net

    1,537         29,503     31,040     69,185     68,149     63,529     60,294     15,331     13,841  

Other (income) expense, net

   
306
       
1,498
   
1,804
   
(14,729

)
 
5,285
   
(1,348

)
 
25,139
   
(1,824

)
 
1,383
 

Income (loss) before income taxes

    97,712         (122,423 )   (24,711 )   25,699     41,463     42,066     32,150     35,349     43,527  

Income tax expense (benefit)

    46,159         (41,678 )   4,481     7,555     17,150     16,700     27,994     18,962     17,317  

Net income (loss)

    51,553         (80,745 )   (29,192 )   18,144     24,313     25,366     4,156     16,387     26,210  

Less: Net income (loss) attributable to noncontrolling interests

    (2,151 )       189     (1,962 )   (4,271 )   (4,677 )   (3,809 )   (5,122 )   (1,585 )   (1,530 )

Net income (loss) attributable to Acushnet Holdings Corp. 

  $ 49,402       $ (80,556 ) $ (31,154 ) $ 13,873   $ 19,636   $ 21,557   $ (966 )   14,802     24,680  

Dividends paid to preferred shareholders

                      (8,045 )   (8,045 )   (8,045 )   (8,045 )        

Accruing of cumulative dividends

            (5,694 )   (5,694 )   (5,741 )   (5,740 )   (5,740 )   (5,740 )   (3,399 )   (3,437 )

Allocation of undistributed earnings to preferred shareholders

                      (53 )   (3,225 )   (3,866 )       (5,375 )   (9,160 )

Net income (loss) attributable to common shareholders—basic

    49,402         (86,250 )   (36,848 )   34     2,626     3,906     (14,751 )   6,028     12,083  

Net income (loss) attributable to common shareholders—diluted(2)

  $ 49,402       $ (86,250 ) $ (36,848 ) $ 34   $ 2,626   $ 3,906   $ (14,751 ) $ 11,915   $ 19,672  

Per Share Data:

                                                           

Net income (loss) per common share attributable to Acushnet Holdings Corp.—basic(3)

  $                          $                      $                      $                      $                      $                      $                      $                      $                     

Net income (loss) per common share attributable to Acushnet Holdings Corp.—diluted(4)

                                                           

Weighted average number of common shares—basic(3)

                                                           

Weighted average number of shares—diluted(4)

                                                           

Pro forma net income per common share attributable
to Acushnet Holdings Corp.—basic and diluted(5)

  $           $    

Pro forma weighted average number of common
shares—basic(5)

                   

Pro forma weighted average number of common
shares—diluted(5)

                   

Pro forma as adjusted net income per common share
attributable to Acushnet Holdings Corp.—basic
and diluted(6)

  $           $    

Pro forma as adjusted weighted average number of
common shares—basic(6)

                   

Pro forma as adjusted weighted average number of
common shares—diluted(6)

                   

(1)
The table above sets forth our results of operations for the period from January 1, 2011 to July 29, 2011 (Predecessor), and the period July 30, 2011 to December 31, 2011 (Successor). The unaudited combined results of operations for the year ended December 31, 2011 represents the mathematical addition of our Predecessor's results of operations from January 1, 2011 to July 29, 2011, and the Successor's results of operations from July 30, 2011 to December 31, 2011. We have included the unaudited combined financial information in order to facilitate a comparison with our other years. Each of the Predecessor and Successor results for the period from January 1, 2011 to July 29, 2011, and the period from July 30, 2011 to December 31, 2011, respectively, have been audited and are consistent with GAAP. However, the presentation of unaudited combined financial information for the year ended December 31, 2011 is not consistent with GAAP or with the pro forma requirements of Article 11 of Regulation S-X, and may yield results that are not comparable on a period-to-period basis primarily due to (i) the impact of required purchase accounting adjustments and (ii) the new basis of accounting established in connection with the Acquisition. Such results are not necessarily indicative of what the results for the combined period would have been had the Acquisition not occurred.

(2)
Reflects the impact to net income (loss) attributable to common shareholders of dilutive securities. Diluted net income (loss) attributable to common shareholders for the period from July 30, 2011 to December 31, 2011 and each of the years ended December 31, 2013, 2014 and 2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the Convertible Notes to common shares, (iii) the exercise of our outstanding common stock warrants or (iv) the exercise of then outstanding stock options, as the inclusion of these instruments would have been anti-dilutive for the period from July 30, 2011 to December 31, 2011 and each of the years ended December 31, 2013, 2014 and 2015. Diluted net income (loss) attributable to common shareholders for the three months ended March 31, 2015 and 2016 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares or

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    (ii) the exercise of our outstanding common stock warrants, as the inclusion of these instruments would have been anti-dilutive for each of the three months ended March 31, 2015 and 2016.

(3)
Basic net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp. after adjusting for (i) dividends paid and accrued and (ii) allocations of undistributed earnings to preferred shareholders, by (B) basic weighted average common shares outstanding.

(4)
Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. is computed by dividing (A) net income (loss) attributable to Acushnet Holdings Corp. after adjusting for (i) dividends paid and accrued, (ii) allocations of undistributed earnings to preferred shareholders and (iii) the impacts to net income (loss) of any potentially dilutive securities, by (B) the diluted weighted average common shares outstanding, which has been adjusted to include any potentially dilutive securities. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for each of the years ended December 31, 2013, 2014 and 2015 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares, (ii) the conversion of the Convertible Notes to common shares, (iii) the exercise of our outstanding common stock warrants or (iv) the exercise of then outstanding stock options, as the inclusion of these instruments would have been anti-dilutive for the period from July 30, 2011 through December 31, 2011, for each of the years ended December 31, 2012, 2013, 2014 and 2015. Diluted net income (loss) per common share attributable to Acushnet Holdings Corp. for the three months ended March 31, 2015 and 2016 does not include the effects of (i) the conversion of the Convertible Preferred Stock to common shares or (ii) the exercise of our outstanding common stock warrants, as the inclusion of these instruments would have been anti-dilutive for each of the three months ended March 31, 2015 and 2016. For the period from January 1, 2011 through July 29, 2011 there are no potentially dilutive securities outstanding.

(5)
See Note 20 to our audited consolidated financial statements and Note 12 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on the calculation of pro forma basic and diluted net income per common share attributable to Acushnet Holdings Corp.

(6)
Pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp. represents pro forma net income per common share attributable to Acushnet Holdings Corp. after giving further effect to (i) the exercise by Fila Korea Ltd. of all of our outstanding common stock warrants into an aggregate of             shares of our common stock at an exercise price of $            per share and our use of the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021, which is expected to occur in July 2016 and (ii) the Refinancing, as if each of these events occurred on January 1, 2015. See "Prospectus Summary—Summary Consolidated Financial Data" for the calculation of pro forma as adjusted basic and diluted net income per common share attributable to Acushnet Holdings Corp.

 
  As of December 31,   As of March 31,  
 
  Actual    
  Pro Forma   Pro Forma
As Adjusted
 
 
  2011   2012   2013   2014   2015   2016   2016   2016  
 
   
   
   
  (in thousands)
   
   
   
   
 

Balance Sheet Data:

                                                 

Cash(1)

  $ 70,934   $ 45,607   $ 49,257   $ 47,667   $ 54,409   $ 65,719   $ 47,470   $    

Working capital(2)

    272,726     321,701     319,445     339,301     345,114     373,576     373,576        

Total assets

    1,755,946     1,742,670     1,745,038     1,762,703     1,758,973     1,895,413     1,877,164        

Common stock warrant liability

    16,257     4,417     3,705     1,818     22,884     24,763     24,763        

Long-term debt, net of discount, including current portion, and capital lease obligations

    1,002,769     985,211     1,028,590     873,542     797,151     798,106     435,616        

EAR Plan liability, including current portion(3)

        41,056     69,927     122,013     169,566     162,653     162,653        

Total liabilities

    1,542,465     1,494,149     1,438,708     1,442,747     1,434,431     1,547,894     1,167,155        

Convertible Preferred Stock

    128,126     131,036     131,036     131,036     131,036     131,036            

Total equity attributable to Acushnet Holdings Corp. 

    50,479     85,838     143,171     156,587     160,251     181,698     675,224        

Total equity

    85,355     117,485     175,295     188,920     193,506     216,483     710,009   $    

(1)
Does not include restricted cash of $14.4 million, $6.9 million, $6.6 million, $6.1 million, $4.7 million and $4.8 million as of December 31, 2011, 2012, 2013, 2014 and 2015 and March 31, 2016, respectively. Restricted cash is primarily related to a standby letter of credit used for insurance purposes. Includes cash of $7.4 million, $4.0 million, $5.7 million, $7.7 million, $10.0 million and $16.4 million as of December 31, 2011, 2012, 2013, 2014 and 2015 and March 31, 2016, respectively, related to our FootJoy golf shoe joint venture. See Note 2 to our audited consolidated financial statements and Note 1 to our unaudited consolidated financial statements, each included elsewhere in this prospectus, for further details on our FootJoy golf shoe joint venture.


Does not reflect the payment of $            in aggregate, consisting of: (i) accrued and unpaid interest in the amount of $             million on our Convertible Notes and $             million on our 7.5% bonds due 2021, in each case accruing from April 1, 2016 through the later of August 1, 2016 and the closing date of this offering and (ii) accrued and unpaid dividends in the amount of $            on our Convertible Preferred Stock from August 1, 2015 through the later of August 1, 2016 and the closing date of this offering, in each case which we expect to pay in cash.


Does not reflect the payment of estimated fees of approximately $            related to this offering payable by us which we have incurred since April 1, 2016 and which we expect to make in cash at or following the closing of this offering.

(2)
We define working capital as current assets less current liabilities, excluding the current portion of our long-term debt and EAR Plan liability.

(3)
The EARs as structured do not qualify for equity accounting treatment. As such, the liability is re-measured to intrinsic value at each reporting period based on our common stock equivalent value. The EARs will accrete $1.6 million of interest for the remainder of the year ended December 31, 2016. The EAR Plan expires on December 31, 2016 and amounts earned under the EAR Plan must be paid within two and a half months after the expiration date.

 
  Predecessor    
  Successor    
  Successor  
 
   
  Combined  
 
  January 1 -
July 29,
   
  July 30 -
December 31,
   
   
   
   
  Three months
ended March 31,
 
 
   
  Year ended December 31,  
 
   
 
 
  2011    
  2011   2011   2012   2013   2014   2015   2015   2016  

Consolidated Statements of Cash Flows Data:

                                                           

Cash flows provided by (used in):               

                                                           

Operating activities               

  $ 26,591       $ 24,489   $ 51,080   $ 55,506   $ 78,795   $ 54,113   $ 91,830   $ (100,445 ) $ (94,010 )

Investing activities               

    56,849         (1,302,207 )   (1,245,358 )   (19,864 )   (46,360 )   (23,164 )   (21,839 )   (4,584 )   (4,523 )

Financing activities

    (223,290 )       1,350,894     1,127,604     (61,444 )   (28,179 )   (30,154 )   (60,057 )   103,739     108,688  

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  Predecessor    
  Successor    
  Successor  
 
   
  Combined  
 
  January 1 -
July 29,
   
  July 30 -
December 31,
   
   
   
   
  Three months
ended March 31,
 
 
   
  Year ended December 31,  
 
   
 
 
  2011    
  2011   2011   2012   2013   2014   2015   2015   2016  
 
  (in thousands)
 

Other Financial Data:

                                                           

Adjusted EBITDA(1)

  $ 128,649       $ 9,716   $ 138,365   $ 164,597   $ 190,407   $ 202,593   $ 214,721   $ 70,382   $ 80,807  

Adjusted Net Income(2)

    57,424         (10,754 )   46,670     59,375     68,387     80,499     86,721     31,013     39,881  

Adjusted Free Cash Flow(3)

    15,684         33,115     48,799     71,005     72,612     68,546     104,049     (97,482 )   (90,951 )

(1)
Adjusted EBITDA represents net income (loss) attributable to Acushnet Holdings Corp. plus income tax expense, interest expense, depreciation and amortization, the expenses relating to our EAR Plan, share-based compensation expense, a one-time executive bonus, restructuring charges, Predecessor compensation expenses, plant start-up costs, certain transaction fees, a step-up in inventory due to a purchase accounting adjustment relating to the Acquisition, indemnification expense (income) from our former owner Beam, (gains) losses on the fair value of our common stock warrants, certain other non-cash gains, net and the net income (loss) relating to noncontrolling interests in our FootJoy golf shoe joint venture. We define Adjusted EBITDA in a manner consistent with our new credit agreement, where it is used at the Acushnet Company level for purposes of calculating covenant compliance under our new credit agreement. We present Adjusted EBITDA on a consolidated basis because our management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. Adjusted EBITDA is not a measurement of financial performance under 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 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 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.

The following table provides a reconciliation of net income (loss) attributable to Acushnet Holdings Corp. to Adjusted EBITDA:

 
  Predecessor    
  Successor    
  Successor  
 
   
  Combined  
 
  January 1 -
July 29,
   
  July 30 -
December 31,
   
   
   
   
  Three months
ended March 31,
 
 
   
  Year ended December 31,  
 
   
 
 
  2011    
  2011   2011   2012   2013   2014   2015   2015   2016  
 
  (in thousands)
 

Net income (loss) attributable to Acushnet Holdings Corp. 

  $ 49,402       $ (80,556 ) $ (31,154 ) $ 13,873   $ 19,636   $ 21,557   $ (966 ) $ 14,802   $ 24,680  

Income tax expense (benefit)               

    46,159         (41,678 )   4,481     7,555     17,150     16,700     27,994     18,962     17,317  

Interest expense, net               

    1,537         29,503     31,040     69,185     68,149     63,529     60,294     15,331     13,841  

Depreciation and amortization               

    17,058         15,197     32,255     38,837     39,423     43,159     41,702     10,609     10,268  

EAR Plan(a)

                    41,056     28,258     50,713     45,814     10,200      

Share-based compensation(b)

                        3,461     1,977     5,789     433      

One-time executive bonus(c)

                                        7,500  

Restructuring charges(d)

                        955         1,643         587  

Predecessor compensation expenses(e)

    11,287         1,881     13,168     2,477                      

Thailand golf ball manufacturing plant start-up costs(f)

    1,055         662     1,717     1,617     2,927     788              

Transaction fees(g)

            15,754     15,754     845     551     1,490     2,141     286     3,701  

Step-up in inventory due to a purchase accounting adjustment relating to the Acquisition

            67,501     67,501                          

Beam indemnification expense (income)(h)

                    (2,872 )   6,345     1,386     (3,007 )   (5,539 )   (494 )

Losses (gains) on the fair value of our common stock warrants(i)

            1,641     1,641     (12,224 )   (976 )   (1,887 )   28,364     3,770     1,879  

Other non-cash gains, net                      

                    (23 )   (149 )   (628 )   (169 )   (57 )   (2 )

Net income (loss) attributable to noncontrolling interests(j)

    2,151         (189 )   1,962     4,271     4,677     3,809     5,122     1,585     1,530  

Adjusted EBITDA

  $ 128,649       $ 9,716   $ 138,365   $ 164,597   $ 190,407   $ 202,593   $ 214,721   $ 70,382   $ 80,807  

(a)
Reflects expenses related to the anticipated full vesting of EARs granted under our EAR Plan and the remeasurement to their intrinsic value at each reporting period based on the then-current projection of our common stock equivalent value. We may incur additional material expenses in 2016 in connection with the outstanding EARs. All outstanding EARs under the EAR Plan vested as of December 31, 2015. The EAR Plan expires on December 31, 2016 and amounts earned under the EAR Plan must be paid within two and a half months after the expiration date.

(b)
Reflects compensation expense associated with the exercise of substitute stock options by an executive which were granted in connection with the Acquisition. All such stock options have been exercised.

(c)
In the first quarter of 2016, our President and Chief Executive Officer was awarded a cash bonus in the amount of $7.5 million as consideration for past performance.

(d)
Reflects restructuring charges incurred in connection with the reorganization of certain of our operations in 2013, 2015 and the three months ended March 31, 2016.

(e)
Primarily reflects accelerated share-based compensation expense relating to Beam stock options that vested in connection with the Acquisition in 2011 and incentive compensation charges in 2012 related to the Acquisition.

(f)
Reflects expenses incurred in connection with the construction and production ramp-up of our golf ball manufacturing plant in Thailand.

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(g)
Reflects financial, legal and other transaction-related advisory fees in 2011 relating to the Acquisition and legal fees incurred in 2012, 2013, 2014, 2015 and the three months ended March 31, 2016 relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition, as well as certain fees and expenses we incurred in 2015 and the three months ended March 31, 2016 in connection with this offering.

(h)
Reflects the non-cash charges related to the indemnification obligations owed to us by Beam that are included when calculating net income (loss) attributable to Acushnet Holdings Corp.

(i)
Fila Korea Ltd. is expected to exercise all of our outstanding common stock warrants in July 2016 and we will use the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.

(j)
Reflects the net income attributable to the interest that we do not own in our FootJoy golf shoe joint venture.
(2)
Adjusted Net Income represents net income (loss) attributable to Acushnet Holdings Corp. plus interest expense on our Convertible Notes and 7.5% bonds due 2021, the expenses relating to our EAR Plan, share-based compensation expense, a one-time executive bonus, restructuring charges, Predecessor compensation expenses, plant start-up costs, certain transaction fees, a step-up in inventory due to a purchase accounting adjustment relating to the Acquisition and (gains) losses on the fair value of our common stock warrants, minus the tax effect of the foregoing adjustments. We believe Adjusted Net Income is useful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. Adjusted Net Income is not a measurement of financial performance under 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 GAAP. In addition, Adjusted Net Income 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 Net Income 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 GAAP. Our definition and calculation of Adjusted Net Income is not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

The following table provides a reconciliation of net income (loss) attributable to Acushnet Holdings Corp. to Adjusted Net Income:

 
  Predecessor    
  Successor    
  Successor  
 
  January 1 -
July 29,
   
  July 30 -
December 31,
  Combined    
   
   
   
  Three months
ended March 31,
 
 
   
  Year ended December 31,  
 
   
   
 
 
  2011    
  2011   2011   2012   2013   2014   2015   2015   2016  
 
  (in thousands)
 

Net income (loss) attributable to Acushnet Holdings Corp. 

  $ 49,402       ($ 80,556 ) ($ 31,154 ) $ 13,873   $ 19,636   $ 21,557   $ (966 ) $ 14,802   $ 24,680  

Interest expense on Convertible Notes and 7.5% bonds due 2021(a)

            17,002     17,002     42,708     40,276     37,960     35,420     8,221     7,567  

EAR Plan(b)

                    41,056     28,258     50,713     45,814     10,200      

Share-based compensation(c)

                        3,461     1,977     5,789     433      

One-time executive bonus(d)

                                        7,500  

Restructuring charges(e)

                        955         1,643         587  

Predecessor compensation expenses(f)

    11,287         1,881     13,168     2,477                      

Thailand golf ball manufacturing plant start-up costs(g)

    1,055         662     1,717     1,617     2,927     788              

Transaction fees(h)               

            15,754     15,754     845     551     1,490     2,141     286     3,701  

Step-up in inventory due to a purchase accounting adjustment relating to the Acquisition

            67,501     67,501                          

Losses (gains) on the fair value of our common stock warrants(i)

            1,641     1,641     (12,224 )   (976 )   (1,887 )   28,364     3,770     1,879  

Tax effect of the foregoing adjustments(j)

    (4,320 )       (34,639 )   (38,959 )   (30,977 )   (26,701 )   (32,099 )   (31,484 )   (6,699 )   (6,033 )