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Callaway Golf Company 4/5/05 8:35:09 AM any y golf comp a w alla c HINGE SCORE c allaway golf company 2004 annual report HINGE SCORE HINGE 05839_Cvr_21.indd 1 HINGE SCORE HINGE SCORE 05839_Cvr_21.indd 2 4/5/05 8:35:49 AM Through an unwavering commitment to innovation, Callaway Golf creates products and services designed to make every golfer a better golfer. board of directors senior management William C. Baker Chairman and Chief Executive Officer, Callaway Golf Company Samuel H. Armacost Richard C. Helmstetter Chairman, SRI International Vice Chairman and Senior Executive Vice President Ronald S. Beard Lead Independent Director Robert A. Penicka Partner, Zeughauser Group; Retired Former Senior Executive Vice President Chairman, Gibson Dunn & Crutcher LLP and Chief Operating Officer John C. Cushman, III Steven C. McCracken Senior Executive Vice President, Chairman, Cushman & Wakefield, Inc. Chief Legal Officer and Secretary Yotaro Kobayashi Bradley J. Holiday Chairman, Fuji Xerox Co., Ltd. Senior Executive Vice President and Chief Financial Officer Richard L. Rosenfield Co-Founder, Co-Chairman of the Board, Larry R. Dorman Co-Chief Executive Officer and Senior Vice President, Co-President, California Pizza Kitchen, Inc. Global Press and Public Relations Anthony S. Thornley John Melican President and Chief Operating Officer, Senior Vice President QUALCOMM Incorporated and Global Marketing Officer corporate data The 2005 Annual meeting of Shareholders Tuesday May 24, 2005 Estancia La Jolla Hotel & Spa 9700 N. Torrey Pines Road | La Jolla, California 92037 | 858.550.1000 Independent Registered Public Accounting Firm Investor Relations Deloitte & Touche LLP Patrick Burke 695 Town Center Drive, Suite 1200 Callaway Golf Company Costa Mesa, CA 92626 2180 Rutherford Road Carlsbad, CA 92008-7328 Transfer Agent and Registrar 760.931.1771 Mellon Investor Services LLC [email protected] 85 Challenger Road for more information Ridgefield Park, NJ 07660 800.368.7068 visit the company’s websites: TDD for hearing imparied: 800.231.5469 Foreign Shareholders: 201.329.8660 www.callawaygolf.com TDD Foreign Shareholders: 201.329.8354 www.odysseygolf.com www.melloninvestor.com/isd www.topfl ite.com Independent Counsel www.benhogan.com Gibson, Dunn & Crutcher LLP www.callawaygolfpreowned.com Jamboree Center, 4 Park Plaza www.tradeintradeup.com Irvine, CA 92614 Certifications In June 2004, the Company filed with the New York Stock Exchange the Annual CEO Certification required under Section 303A.12(a) of the NYSE’s Listed Company Manual regarding the Company’s compliance with the NYSE’s corporate governance listing standards. In March 2005, the Company filed with the Securities and Exchange Commission the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2 and 32.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Form 10-K callaway golf company 2004 Annual Report For the fiscal year ended December 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ¥ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the scal year ended December 31, 2004 Commission le number 1-10962 Callaway Golf Company (Exact name of registrant as specied in its charter) Delaware 95-3797580 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identication No.) 2180 Rutherford Road Carlsbad, CA 92008 (760) 931-1771 (Address, including zip code, and telephone number, including area code, of principal executive oÇces) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $.01 par value per share New York Stock Exchange Preferred Share Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has led all reports required to be led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to le such reports), and (2) has been subject to such ling requirements for the past 90 days. Yes ¥ No n Indicate by check mark if disclosure of delinquent lers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in denitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. n Indicate by check mark whether the registrant is an accelerated ler (as dened in Rule 12b-2 of the Exchange Act). Yes ¥ No n As of June 30, 2004, the aggregate market value of the Registrant's Common Stock held by nonaÇliates of the Registrant was $764,936,593 based on the closing sales price of the Registrant's Common Stock as reported on the New York Stock Exchange. Such amount was calculated by excluding all shares held by directors and executive oÇcers and the Company's grantor stock trust without conceding that any of the excluded parties are ""aÇliates'' of the Registrant for purposes of the federal securities laws. As of February 28, 2005, the number of shares of the Registrant's Common Stock outstanding was 76,289,277, and there were no shares of the Registrant's Preferred Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Parts I and III incorporate certain information by reference from the Registrant's Denitive Proxy Statement to be led with the Commission pursuant to Regulation 14A in connection with the Registrant's 2005 Annual Meeting of Shareholders, which is scheduled to be held on May 24, 2005. Such Denitive Proxy Statement will be led with the Commission not later than 120 days after the conclusion of the Registrant's scal year ended December 31, 2004. Important Notice to Investors: Statements made in this report that relate to future plans, events, liquidity, nancial results or performance including statements relating to future cash ows, as well as estimated charges to earnings, projected amortization expenses and contractual obligations, are forward- looking statements as dened under the Private Securities Litigation Reform Act of 1995. These statements are based upon current information and expectations. Actual results may diÅer materially from those anticipated as a result of certain risks and uncertainties. For details concerning these and other risks and uncertainties, see ""Management's Discussion and Analysis of Financial Condition and Results of Operations Ì Certain Factors AÅecting Callaway Golf Company'' contained in this report, as well as the Company's other reports on Forms 10-K, 10-Q and 8-K subsequently led with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking statements to reect events or circumstances after the date hereof or to reect the occurrence of unanticipated events. Investors should also be aware that while the Company from time to time does communicate with securities analysts, it is against the Company's policy to disclose to them any material non-public information or other condential commercial information. Furthermore, the Company has a policy against distributing or conrming nancial forecasts or projections issued by analysts and any reports issued by such analysts are not the responsibility of the Company. Investors should not assume that the Company agrees with any report issued by any analyst or with any statements, projections, forecasts or opinions contained in any such report. Callaway Golf Company Trademarks: The following marks and phrases, among others, are trademarks of Callaway Golf Company: Apex Ì Apex Edge Ì Apex Tour Ì Baby Ben Ì Ben Hogan Ì BH Ì BH-5 Ì Big Ben Ì Big Bertha Ì C design Ì C455 Ì CB1 Ì CS-3 Ì CTU 30 Ì Callaway Ì Callaway Golf Ì Callaway Hickory Stick Ì Carnoustie Ì Chevron Device Ì Complete Ì Dawn Patrol Ì Daytripper Ì De- monstrably Superior and Pleasingly DiÅerent Ì Deuce Ì DFX Ì Distance Yourself Ì Divine Nine Ì Dual Force Ì Dual Zone Ì Edge CFT Ì Ely Would Ì ERC Ì Ever Grip Ì Explosive Distance.Amazing Soft Feel Ì Flying Lady Ì FTX Ì Fusion Ì Game Enjoyment System Ì Gems Ì GES Ì Ginty Ì Great Big Bertha Ì Hawk Eye Ì Heavenwood Ì Hogan Ì HX Ì I-Trax Ì Legacy Ì Legend Ì Little Bertha Ì Long & Soft Ì Molitor Ì Number One Putter in Golf Ì Odyssey Ì Pure Distance Ì RCH Ì Riviera Ì Rossie Ì Rule 35 Ì S2H2 Ì STS Ì SenSert Ì Speed Slot Ì Steelhead Ì Strata Ì Stronomic Ì Sure- Out Ì T design Ì The Hawk Ì The Longest Balls Ì The Most Played Name in Golf Ì TL Distance Ì TL Tour Ì Top-Flite Ì Top-Flite Innity Ì Top-Flite Tour Ì Top-Flite XL Ì Tour Ace Ì Tour Blue Ì Tour Deep Ì Tour Premier Ì Tour Professional Ì Tour Straight Ì Tour Ultimate Ì Trade In! Trade Up! Ì TriForce Ì TriHot Ì Trilateral Ì Tru Bore Ì Tunite Ì VFT Ì Warbird Ì Where They Don't Play Golf, They Don't Play Top-Flite Ì White Hot Ì White Steel Ì World's Friendliest Ì X-12 Ì X-14 Ì X-16 Ì X-18 Ì XL 3000 Ì X-SPANN Ì X-Tour Ì XWT CALLAWAY GOLF COMPANY INDEX PART I. Item 1. Business ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1 Item 2. PropertiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 8 Item 3.
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