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Annual Report - 2020 - ANNUAL REPORT TO OUR SHAREHOLDERS As you know, 2020 was an unprecedented year for the entire world, and our hearts go out to all those who have been affected by the COVID-19 pandemic. Since last March, the pandemic has caused government-mandated shutdown orders and many other significant restrictions around the world, and it continues to have an impact on our company. However, despite these enormous challenges, we are very pleased with our current position. There’s been an incredible growth for golf as a socially-distanced outdoor sport, and the golf industry is experiencing record demand and participation levels. At Callaway, we’ve seen unprecedented demand in our golf equipment business and a quicker than expected recovery in our soft goods business. Our consolidated net sales totaled $1.589 billion, even after temporary closures of most of the company’s operations and retail doors during parts of the first and second quarters of 2020, with additional closures in the fourth quarter of 2020. Our business also saw a significant increase for our e-commerce sales in 2020 compared to 2019. In other news, we’re excited about our recent merger with Topgolf, which officially closed on March 8, 2021. The combined enterprise creates an unrivaled tech-enabled golf company, delivering golf equipment, apparel and entertainment. Topgolf is a leading golf entertainment business, with an innovative platform comprised of its groundbreaking open-air venues, revolutionary Toptracer technology, and innovative media platform. This is a groundbreaking merger, and these two great companies are just better together. Ultimately, we are very thankful that we were able to finish 2020 with strong brand momentum and a strong balance sheet that we anticipate will continue this year. We remain cautiously optimistic as we progress through 2021, and believe this year will be a steppingstone to returning to normal conditions and achieving the transformational growth we have projected going forward. We’re proud of what we’ve accomplished as a business during such trying circumstances, and how we’ve operated with our humble and hungry philosophy as we work toward our core objectives. We will keep innovating and implementing what we believe are the best possible strategies to drive long-term shareholder value. Sincerely, Oliver "Chip" Brewer III President and Chief Executive Officer 5 BOARD OF DIRECTORS ERIK J ANDERSON JOHN C. CUSHMAN, III* SCOTT M. MARIMOW Vice Chairman of the Board of Directors; Chairman, Global Transactions, Managing Director, Providence Equity Former Executive Chairman, Topgolf Cushman & Wakefield, Inc. Partners International, Inc. THOMAS G. DUNDON ADEBAYO O. OGUNLESI SAMUEL H. ARMACOST Founder and Managing Partner, Dundon Chairman and Managing Partner, Global Former Chairman Emeritus, Capital Partners LLC Infrastructure Management, LLC SRI International LAURA J. FLANAGAN LINDA B. SEGRE SCOTT H. BAXTER Chief Executive Officer and Director, Professional Board Member and Advisor; President and Chief Executive Officer, Ripple Foods Former Professional Golfer and Former Kontoor Brands, Inc. Executive, Diamond Foods, Inc. RUSSELL L. FLEISCHER OLIVER G. BREWER III General Partner, Battery Ventures ANTHONY S. THORNLEY President and Chief Executive Officer, Former President and Chief Operating Callaway Golf Company JOHN F. LUNDGREN Officer, QUALCOMM Incorporated Chairman of the Board of Directors; Former Chairman and Chief Executive Officer, Stanley Black & Decker, Inc. SENIOR MANAGEMENT OLIVER G. BREWER III GLENN HICKEY BRIAN LYNCH President and Chief Executive Officer Executive Vice President, Executive Vice President, Chief Financial Callaway Golf Officer & Chief Legal Officer ALEX BOEZEMAN President, Asia ALAN HOCKNELL TIM REED Senior Vice President, Senior Vice President, REBECCA FINE Research and Development Global Sports Marketing Chief People Officer NEIL HOWIE SEAN TOULON JOE FLANNERY Managing Director and President, Senior Vice President, Callaway Golf and Executive Vice President, Europe, Middle East, and Africa General Manager Odyssey Brand Apparel and Soft Goods MARK LEPOSKY Executive Vice President, Global Operations MEETING AND CORPORATE DATA INFORMATION Transfer Agent and Registrar Independent Registered 2021 VIRTUAL ANNUAL MEETING Public Accounting Firm COMPUTERSHARE OF SHAREHOLDERS 462 South 4th Street, Suite 1600, DELOITTE & TOUCHE LLP Wednesday, May 19, 2021 Louisville, KY, 40202 695 Town Center Drive, Suite 1000 800-368-7068 Costa Mesa, CA 92626 Go to www.meetingcenter.io/210865261. TDD for Hearing Impaired: 800-231-5469 You may attend the meeting via the Foreign Shareholders: 201-680-6578 Investor Relations Internet and vote during the meeting. TDD Foreign Shareholders: 201-680-6610 CALLAWAY GOLF COMPANY Have your proxy card in hand and follow Shareholder Web Site: 2180 Rutherford Road the instructions. www.computershare.com/investor Carlsbad, CA 92008 Shareholder Online Inquiries: 760-931-1771 For more information visit the www-us.computershare.com/ [email protected] Company’s website: investor/contact www.callawaygolf.com * Mr. Cushman will not stand for re-election at the 2021 Annual Meeting of Shareholders. FORM 10-K CALLAWAY GOLF COMPANY 2020 ANNUAL REPORT For the fiscal year ended December 31, 2020 CERTIFICATIONS In June 2020, 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 2021, 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, 2020. FORWARD - LOOKING INFORMATION Statements made in the letter to shareholders that relate to future plans, events, financial results, performance, projections or growth, including statements relating to future industry conditions; impact from the COVID-19 pandemic; benefits from the merger with Topgolf International, Inc. (“Topgolf”); demand for and participation levels in golf; brand momentum; the Company’s financial strength; return of normal conditions pre-COVID; achievement of transformational growth; ability to innovate and implement strategies; and creation of long-term shareholder value are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These statements are based upon current goals, estimates, information and expectations. Actual results may differ materially from those anticipated as a result of certain risks and uncertainties, including ongoing impact of the COVID-19 pandemic; failure to realize the benefits of the merger with Topgolf; costs, expenses or difficulties related to the merger with Topgolf, including the integration of the Topgolf business; continued demand for golf; consumer acceptance and demand for the Company’s products; future consumer discretionary purchasing activity (which can be significantly adversely affected by unfavorable economic/market conditions or weather); changes in foreign currency exchange rates; any significant change in U.S. tax or trade policies; as well as the general risks and uncertainties applicable to the Company and its business. For details concerning these and other risks and uncertainties, see Part I, Item IA, “Risk Factors” contained in the following Annual Report on Form 10-K, as well as the Company’s other reports on Forms 10-Q and 8-K subsequently filed 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 reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. [THIS PAGE INTENTIONALLY LEFT BLANK] 2020 FINANCIAL RESULTS 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 fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Callaway Golf Company (Exact name of registrant as specified in its charter) Delaware 95-3797580 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2180 Rutherford Road, Carlsbad, CA 92008 (760) 931-1771 (Address, including zip code, and telephone number, including area code, of principal executive offices) Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, $0.01 par value per share ELY The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
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