FALSE000083746500008374652026-02-272026-02-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 27, 2026
Date of Report (Date of earliest event reported)
CALLAWAY GOLF COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
1-10962
(Commission
File Number)
95-3797580
(IRS Employer
Identification No.)
2180 Rutherford Road, Carlsbad, California
(Address of principal executive offices)
(760) 931-1771
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CALY | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously disclosed, Callaway Golf Company (the “Company”) undertook a strategic realignment to focus on its core Golf Equipment and complementary soft goods business, including the sales of the Company’s Jack Wolfskin and Topgolf businesses (the “Divestitures”). As a result, the Company realigned its reportable segments to conform with changes to its operational structure related to the Divestitures, and has now transitioned to two reportable segments, Golf Equipment and Apparel, Gear and Other, to better reflect the way the Company now manages operations and allocates resources. Further, following the Divestitures, operating results for the Topgolf and Jack Wolfskin businesses have been reclassified as discontinued operations for all periods presented and excluded from segment results. Accordingly, the Company is now furnishing, as Exhibit 99.1 hereto, certain supplemental schedules of reportable segment data and reconciliation of GAAP to non-GAAP information, recast to exclude historical financial results for the Topgolf and Jack Wolfskin businesses (the “Supplemental Financial Information”) for the years ended December 31, 2025 and 2024, including each of the fiscal quarters therein. The Supplemental Financial Information is being provided for informational purposes and to aid in comparability, has no impact on previously consolidated financial statements for any period and does not represent a restatement of previously issued financial statements.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| | | | | | | | | | | |
| (d) Exhibits | | |
| 99.1 | Supplemental Financial Information | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| CALLAWAY GOLF COMPANY |
| | |
Date: February 27, 2026 | By: | /s/ Heather D. McAllister |
| Name: | Heather D. McAllister |
| Title: | Senior Vice President, General Counsel and Corporate Secretary
|
SUPPLEMENTAL SCHEDULES OF REPORTABLE SEGMENT DATA AND RECONCILIATION OF GAAP AND NON-GAAP INFORMATION, INCLUDING NET DEBT LEVERAGE RATIO, RECAST TO EXCLUDE HISTORICAL FINANCIAL RESULTS FOR THE TOPGOLF AND JACK WOLFSKIN BUSINESSES
As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in 2025, Callaway Golf Company (the “Company,” “we,” “our,” “us”) undertook a strategic realignment to focus on our core Golf Equipment and complementary soft goods businesses, which resulted in the sale of our Jack Wolfskin and Topgolf businesses (the “Divestitures”). On May 31, 2025, we completed the sale of 100% of the outstanding equity interests of Callaway Germany Holdco GmbH, which owned the Jack Wolfskin business, to a subsidiary of ANTA Sports Products Limited. Following this, on November 17, 2025, we entered into a definitive agreement to sell a 60% ownership interest in our Topgolf and Toptracer businesses (“Topgolf”) to private equity funds managed by Leonard Green & Partners, L.P. The transaction closed effective January 1, 2026, at which time we retained a 40% ownership interest in Topgolf.
In connection with the changes to our organizational structure as a result of the Divestitures, effective as of the fourth quarter of 2025, we have two operating and reportable business segments:
•Golf Equipment: includes the operations of our golf clubs and golf balls business under the Callaway Golf and Odyssey brand names; and
•Apparel, Gear and Other (formerly, “Active Lifestyle”): includes the operations of our soft goods business marketed under the Callaway, TravisMathew, and OGIO brand names.
Operating results for the Topgolf and Jack Wolfskin businesses, which were historically included in the Topgolf and Active Lifestyle operating segments, respectively, have been reclassified as discontinued operations for all periods presented and excluded from segment results. For more information, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The information included herein presents recast historical net sales, operating segment and non-GAAP information to reflect our current organizational structure, but has no impact on previously consolidated financial statements for any period and does not represent a restatement of previously issued financial statements.
Non-GAAP Information
The GAAP results contained in this exhibit have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). To supplement the GAAP results, we have provided certain non-GAAP financial information as follows:
Constant Currency Basis. We have provided certain information regarding our financial results or projected financial results on a "constant currency basis" or as "constant currency" results. This information estimates the impact of changes in foreign currency exchange rates on the translation of our current or projected future period financial results as compared to the applicable comparable period. This impact is derived by taking the current or projected local currency results and translating them into U.S. dollars based upon the foreign currency exchange rates for the applicable comparable period. It does not include any other effect of changes in foreign currency rates on our results or business.
Non-Recurring, Non-cash and Interest Expense Adjustments. We have provided information excluding certain non-cash amortization of acquired intangible assets, including customer and distributor relationships and acquired developed technology related to our acquisitions of TravisMathew and OGIO (together, the “Acquisitions”). While the amortization of acquired intangible assets is excluded from the calculation of non-GAAP net income, the revenue and operating costs associated with these acquired companies is reflected in non-GAAP net income calculations, as well as the acquired assets that contribute to revenue generation. For specific non-recurring adjustment items, please see the Supplemental Financial Information and Non-GAAP Reconciliation section of this exhibit. Non-recurring adjustments include, among other things subtraction of costs related to a plan intended to optimize organizational efficiencies and decrease operating costs under the separate business structures that are anticipated after the separation of Topgolf (the “Transformation Plan”). Costs incurred related to Non-Recurring and Non-Cash Adjustments are excluded from the measurement of segment profitability for internal and external reporting purposes. In addition, we have added back to certain of our non-GAAP results interest expenses relating to debt incurred at the corporate level that are categorized under discontinued operations in order to burden continuing operations with the full impact of our total term debt.
Adjusted EBITDA. We have provided information about its results excluding interest, taxes, depreciation and amortization expenses, stock compensation expense, non-cash lease amortization expense, and the non-recurring and non-cash items referenced above.
In addition, we have included in this exhibit a reconciliation of certain non-GAAP information to the most directly comparable GAAP information. The non-GAAP information presented in this exhibit should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP. The non-GAAP information may also be inconsistent with the manner in which similar measures are derived or used by other companies. Management uses such non-GAAP information for financial and operational decision-making purposes and as a means to evaluate period-over-period comparisons and in forecasting our business going forward. Management believes that the presentation of such non-GAAP information, when considered in conjunction with the most directly comparable GAAP information, provides additional useful comparative information for investors in their assessment of the underlying performance, and, in some cases, financial condition, of our business with regard to these items.
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Three Months Ended March 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 340.0 | | | $ | 345.9 | | | $ | (5.9) | | | (1.7%) | | (0.5%) |
| Golf Balls | | | | | | | | | | | 103.9 | | | 104.2 | | | (0.3) | | | (0.3%) | | 0.6% |
| Apparel | | | | | | | | | | | 98.0 | | | 100.6 | | | (2.6) | | | (2.6%) | | (1.5%) |
| Gear, Accessories & Other | | | | | | | | | | | 87.7 | | | 89.0 | | | (1.3) | | | (1.5%) | | (0.2%) |
| Total net sales | | | | | | | | | | | $ | 629.6 | | | $ | 639.7 | | | $ | (10.1) | | | (1.6%) | | (0.5%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Three Months Ended March 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 416.1 | | | $ | 422.5 | | | $ | (6.4) | | | (1.5%) | | (1.5%) |
| Europe | | | | | | | | | | | 64.3 | | | 63.2 | | | 1.1 | | | 1.7% | | 3.8% |
| Asia | | | | | | | | | | | 106.8 | | | 108.9 | | | (2.1) | | | (1.9%) | | 1.3% |
| Rest of world | | | | | | | | | | | 42.4 | | | 45.1 | | | (2.7) | | | (6.0%) | | (0.9%) |
| Total net sales | | | | | | | | | | | $ | 629.6 | | | $ | 639.7 | | | $ | (10.1) | | | (1.6%) | | (0.5%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Three Months Ended March 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 443.9 | | | $ | 450.1 | | | $ | (6.2) | | | (1.4%) | | (0.3%) |
| Apparel, Gear and Other | | | | | | | | | | | 185.7 | | | 189.6 | | | (3.9) | | | (2.1%) | | (0.9%) |
| Total net sales | | | | | | | | | | | $ | 629.6 | | | $ | 639.7 | | | $ | (10.1) | | | (1.6%) | | (0.5%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income (loss): | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 101.8 | | | $ | 82.2 | | | $ | 19.6 | | | 23.8% | | |
| Apparel, Gear and Other | | | | | | | | | | | 35.4 | | | 36.1 | | | (0.7) | | | (1.9%) | | |
| Total segment operating income (loss) | | | | | | | | | | | 137.2 | | | 118.3 | | | 18.9 | | | 16.0% | | |
Non-recurring items (2) | | | | | | | | | | | (1.3) | | | (2.9) | | | 1.6 | | | (55.2%) | | |
Corporate costs and expenses (3) | | | | | | | | | | | (32.8) | | | (36.6) | | | 3.8 | | | (10.4%) | | |
| Total operating income (loss) | | | | | | | | | | | 103.1 | | | 78.8 | | | 24.3 | | | 30.8% | | |
| Interest expense, net | | | | | | | | | | | (14.9) | | | (17.3) | | | 2.4 | | | (13.9%) | | |
| Other income, net | | | | | | | | | | | 2.4 | | | 3.9 | | | (1.5) | | | (38.5%) | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | 90.6 | | | $ | 65.4 | | | $ | 25.2 | | | 38.5% | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items | | Non- GAAP |
| Net sales | $ | 629.6 | | | $ | — | | | | | | | $ | — | | | $ | 629.6 | | | $ | 639.7 | | | $ | — | | | | | $ | — | | | $ | 639.7 | |
| Cost of sales | 346.0 | | | — | | | | | | | 0.3 | | | 345.7 | | | 361.5 | | | — | | | | | — | | | 361.5 | |
| Gross profit | $ | 283.6 | | | $ | — | | | | | | | $ | (0.3) | | | $ | 283.9 | | | $ | 278.2 | | | $ | — | | | | | $ | — | | | $ | 278.2 | |
| Gross Margin | 45.0 | % | | | | | | | | | | 45.1 | % | | 43.5 | % | | | | | | | | 43.5 | % |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily includes restructuring and reorganization costs. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 103.1 | | | $ | (0.1) | | | | | | | $ | (1.2) | | | $ | 104.4 | | | $ | 78.8 | | | $ | (0.1) | | | | | $ | (2.8) | | | $ | 81.7 | |
| Net income (loss) from continuing operations | $ | 63.4 | | | $ | — | | | | | | | $ | 6.3 | | | $ | 57.1 | | | $ | 56.9 | | | $ | (0.1) | | | | | $ | 3.1 | | | $ | 53.9 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $0.7 million of restructuring charges related to the Transformation Plan. In addition, $9.5 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $4.7 million in charges related to our 2024 debt repricing, $1.0 million of costs related to a cybersecurity incident, and $0.5 million in IT integration charges including costs associated with the implementation of a new cloud based HRM system. In addition, $11.5 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | 0.33 | | | $ | — | | | | | | | $ | 0.03 | | | $ | 0.30 | | | $ | 0.29 | | | $ | — | | | | | $ | 0.01 | | | $ | 0.28 | |
| Weighted-average shares outstanding - diluted | 198.2 | | | 198.2 | | | | | | | 198.2 | | | 198.2 | | | 199.1 | | | 199.1 | | | | | 199.1 | | | 199.1 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Three Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 312.7 | | | $ | 310.2 | | | $ | 2.5 | | | 0.8% | | (0.6%) |
| Golf Balls | | | | | | | | | | | 99.1 | | | 103.8 | | | (4.7) | | | (4.5%) | | (5.4%) |
| Apparel | | | | | | | | | | | 104.4 | | | 111.7 | | | (7.3) | | | (6.5%) | | (7.1%) |
| Gear, Accessories & Other | | | | | | | | | | | 84.2 | | | 88.6 | | | (4.4) | | | (5.0%) | | (5.5%) |
| Total net sales | | | | | | | | | | | $ | 600.4 | | | $ | 614.3 | | | $ | (13.9) | | | (2.3%) | | (3.3%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Three Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 401.1 | | | $ | 421.0 | | | $ | (19.9) | | | (4.7%) | | (4.7%) |
| Europe | | | | | | | | | | | 64.6 | | | 53.2 | | | 11.4 | | | 21.4% | | 14.8% |
| Asia | | | | | | | | | | | 91.9 | | | 97.3 | | | (5.4) | | | (5.5%) | | (9.0%) |
| Rest of world | | | | | | | | | | | 42.8 | | | 42.8 | | | — | | | —% | | 1.2% |
| Total net sales | | | | | | | | | | | $ | 600.4 | | | $ | 614.3 | | | $ | (13.9) | | | (2.3%) | | (3.3%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Three Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 411.8 | | | $ | 414.0 | | | $ | (2.2) | | | (0.5%) | | (1.8%) |
| Apparel, Gear and Other | | | | | | | | | | | 188.6 | | | 200.3 | | | (11.7) | | | (5.8%) | | (6.4%) |
| Total net sales | | | | | | | | | | | $ | 600.4 | | | $ | 614.3 | | | $ | (13.9) | | | (2.3%) | | (3.3%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income (loss): | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 76.2 | | | $ | 77.5 | | | $ | (1.3) | | | (1.7%) | | |
| Apparel, Gear and Other | | | | | | | | | | | 29.3 | | | 36.9 | | | (7.6) | | | (20.6%) | | |
| Total segment operating income (loss) | | | | | | | | | | | 105.5 | | | 114.4 | | | (8.9) | | | (7.8%) | | |
Non-recurring items (2) | | | | | | | | | | | (0.9) | | | (2.0) | | | 1.1 | | | (55.0%) | | |
Corporate costs and expenses (3) | | | | | | | | | | | (30.3) | | | (25.7) | | | (4.6) | | | 17.9% | | |
| Total operating income (loss) | | | | | | | | | | | 74.3 | | | 86.7 | | | (12.4) | | | (14.3%) | | |
| Interest expense, net | | | | | | | | | | | (15.2) | | | (15.9) | | | 0.7 | | | (4.4%) | | |
| Other income, net | | | | | | | | | | | (0.5) | | | 10.9 | | | (11.4) | | | (104.6%) | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | 58.6 | | | $ | 81.7 | | | $ | (23.1) | | | (28.3%) | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Six Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 652.7 | | | $ | 656.1 | | | $ | (3.4) | | | (0.5%) | | (0.6%) |
| Golf Balls | | | | | | | | | | | 203.0 | | | 208.0 | | | (5.0) | | | (2.4%) | | (2.4%) |
| Apparel | | | | | | | | | | | 202.4 | | | 212.3 | | | (9.9) | | | (4.7%) | | (4.4%) |
| Gear, Accessories & Other | | | | | | | | | | | 171.9 | | | 177.6 | | | (5.7) | | | (3.2%) | | (2.9%) |
| Total net sales | | | | | | | | | | | $ | 1,230.0 | | | $ | 1,254.0 | | | $ | (24.0) | | | (1.9%) | | (1.9%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Six Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 817.2 | | | $ | 843.5 | | | $ | (26.3) | | | (3.1%) | | (3.1%) |
| Europe | | | | | | | | | | | 128.9 | | | 116.4 | | | 12.5 | | | 10.7% | | 8.8% |
| Asia | | | | | | | | | | | 198.7 | | | 206.2 | | | (7.5) | | | (3.6%) | | (3.6%) |
| Rest of world | | | | | | | | | | | 85.2 | | | 87.9 | | | (2.7) | | | (3.1%) | | 0.1% |
| Total net sales | | | | | | | | | | | $ | 1,230.0 | | | $ | 1,254.0 | | | $ | (24.0) | | | (1.9%) | | (1.9%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Six Months Ended June 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 855.7 | | | $ | 864.1 | | | $ | (8.4) | | | (1.0%) | | (1.0%) |
| Apparel, Gear and Other | | | | | | | | | | | 374.3 | | | 389.9 | | | (15.6) | | | (4.0%) | | (3.7%) |
| Total net sales | | | | | | | | | | | $ | 1,230.0 | | | $ | 1,254.0 | | | $ | (24.0) | | | (1.9%) | | (1.9%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income: | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 178.0 | | | $ | 159.7 | | | $ | 18.3 | | | 11.5 | % | | |
| Apparel, Gear and Other | | | | | | | | | | | 64.7 | | | 73.0 | | | (8.3) | | | (11.4) | % | | |
| Total segment operating income | | | | | | | | | | | 242.7 | | | 232.7 | | | 10.0 | | | 4.3 | % | | |
Non-recurring items (2) | | | | | | | | | | | (2.2) | | | (4.9) | | | 2.7 | | | (55.1) | % | | |
Corporate costs and expenses (3) | | | | | | | | | | | (63.1) | | | (62.3) | | | (0.8) | | | 1.3 | % | | |
| Total operating income | | | | | | | | | | | 177.4 | | | 165.5 | | | 11.9 | | | 7.2 | % | | |
| Interest expense, net | | | | | | | | | | | (30.1) | | | (33.2) | | | 3.1 | | | (9.3) | % | | |
| Other income, net | | | | | | | | | | | 1.9 | | | 14.8 | | | (12.9) | | | (87.2) | % | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | 149.2 | | | $ | 147.1 | | | $ | 2.1 | | | 1.4 | % | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items | | Non- GAAP |
| Net sales | $ | 600.4 | | | $ | — | | | | | | | $ | — | | | $ | 600.4 | | | $ | 614.3 | | | $ | — | | | | | $ | — | | | $ | 614.3 | |
| Cost of sales | 337.0 | | | — | | | | | | | 0.1 | | | 336.9 | | | 340.9 | | | — | | | | | — | | | 340.9 | |
| Gross profit | $ | 263.4 | | | $ | — | | | | | | | $ | (0.1) | | | $ | 263.5 | | | $ | 273.4 | | | $ | — | | | | | $ | — | | | $ | 273.4 | |
| Gross Margin | 43.9 | % | | | | | | | | | | 43.9 | % | | 44.5 | % | | | | | | | | 44.5 | % |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily includes costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 74.3 | | | $ | (0.1) | | | | | | | $ | (0.8) | | | $ | 75.2 | | | $ | 86.7 | | | $ | (0.3) | | | | | $ | (1.7) | | | $ | 88.7 | |
| Net income (loss) from continuing operations | $ | 45.5 | | | $ | (0.1) | | | | | | | $ | 6.7 | | | $ | 38.9 | | | $ | 99.4 | | | $ | (0.2) | | | | | $ | 6.9 | | | $ | 92.7 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $0.5 million of restructuring charges related to the Transformation Plan. In addition, $9.6 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $1.3 million in IT integration charges including costs associated with the implementation of a new cloud based HRM system. In addition, $10.8 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | 0.24 | | | $ | — | | | | | | | $ | 0.04 | | | $ | 0.20 | | | $ | 0.51 | | | $ | — | | | | | $ | 0.04 | | | $ | 0.47 | |
| Weighted-average shares outstanding - diluted | 199.6 | | | 199.6 | | | | | | | 199.6 | | | 199.6 | | | 199.6 | | | 199.6 | | | | | 199.6 | | | 199.6 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items | | Non- GAAP |
| Net sales | $ | 1,230.0 | | | $ | — | | | | | | | $ | — | | | $ | 1,230.0 | | | $ | 1,254.0 | | | $ | — | | | | | $ | — | | | $ | 1,254.0 | |
| Cost of sales | 683.0 | | | — | | | | | | | 0.4 | | | 682.6 | | | 702.4 | | | — | | | | | — | | | 702.4 | |
| Gross profit | $ | 547.0 | | | $ | — | | | | | | | $ | (0.4) | | | $ | 547.4 | | | $ | 551.6 | | | $ | — | | | | | $ | — | | | $ | 551.6 | |
| Gross Margin | 44.5 | % | | | | | | | | | | 44.5 | % | | 44.0 | % | | | | | | | | 44.0 | % |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily includes restructuring and reorganization costs. |
| | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 177.4 | | | $ | (0.2) | | | | | | | $ | (2.0) | | | $ | 179.6 | | | $ | 165.5 | | | $ | (0.4) | | | | | $ | (4.5) | | | $ | 170.4 | |
| Net income (loss) from continuing operations | $ | 108.9 | | | $ | (0.1) | | | | | | | $ | 13.0 | | | $ | 96.0 | | | $ | 156.3 | | | $ | (0.3) | | | | | $ | 10.0 | | | $ | 146.6 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $1.2 million of restructuring charges related to the Transformation Plan and costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. In addition, $19.1 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $4.7 million in charges related to our 2024 debt repricing, $1.2 million of costs related to a cybersecurity incident, and $1.8 million in IT integration charges including costs associated with the implementation of a new cloud based HRM system. In addition, $22.3 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
| | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | 0.56 | | | $ | — | | | | | | | $ | 0.06 | | | $ | 0.50 | | | $ | 0.80 | | | $ | — | | | | | $ | 0.05 | | | $ | 0.75 | |
| Weighted-average shares outstanding - diluted | 199.0 | | | 199.0 | | | | | | | 199.0 | | | 199.0 | | | 199.4 | | | 199.4 | | | | | 199.4 | | | 199.4 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Three Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 234.1 | | | $ | 226.0 | | | $ | 8.1 | | | 3.6% | | (3.1%) |
| Golf Balls | | | | | | | | | | | 71.4 | | | 67.7 | | | 3.7 | | | 5.5% | | 5.3% |
| Apparel | | | | | | | | | | | 96.7 | | | 98.8 | | | (2.1) | | | (2.1%) | | (1.8%) |
| Gear, Accessories & Other | | | | | | | | | | | 60.4 | | | 59.8 | | | 0.6 | | | 1.0% | | 0.8% |
| Total net sales | | | | | | | | | | | $ | 462.6 | | | $ | 452.3 | | | $ | 10.3 | | | 2.3% | | 2.0% |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Three Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 301.9 | | | $ | 296.5 | | | $ | 5.4 | | | 1.8% | | 1.8% |
| Europe | | | | | | | | | | | 45.1 | | | 38.5 | | | 6.6 | | | 17.1% | | 11.7% |
| Asia | | | | | | | | | | | 90.4 | | | 93.3 | | | (2.9) | | | (3.1%) | | (2.4%) |
| Rest of world | | | | | | | | | | | 25.2 | | | 24.0 | | | 1.2 | | | 5.0% | | 6.3% |
| Total net sales | | | | | | | | | | | $ | 462.6 | | | $ | 452.3 | | | $ | 10.3 | | | 2.3% | | 2.0% |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Three Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 305.5 | | | $ | 293.7 | | | $ | 11.8 | | | 4.0% | | 3.6% |
| Apparel, Gear and Other | | | | | | | | | | | 157.1 | | | 158.6 | | | (1.5) | | | (0.9%) | | (0.8%) |
| Total net sales | | | | | | | | | | | $ | 462.6 | | | $ | 452.3 | | | $ | 10.3 | | | 2.3% | | 2.0% |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income (loss): | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 23.3 | | | $ | 26.8 | | | $ | (3.5) | | | (13.1%) | | |
| Apparel, Gear and Other | | | | | | | | | | | 13.7 | | | 17.5 | | | (3.8) | | | (21.7%) | | |
| Total segment operating income (loss) | | | | | | | | | | | 37.0 | | | 44.3 | | | (7.3) | | | (16.5%) | | |
Non-recurring items (2) | | | | | | | | | | | (0.5) | | | (1.3) | | | 0.8 | | | (61.5%) | | |
Corporate costs and expenses (3) | | | | | | | | | | | (31.7) | | | (31.0) | | | (0.7) | | | 2.3% | | |
| Total operating income (loss) | | | | | | | | | | | 4.8 | | | 12.0 | | | (7.2) | | | (60.0%) | | |
| Interest expense, net | | | | | | | | | | | (14.9) | | | (15.1) | | | 0.2 | | | (1.3%) | | |
| Other income, net | | | | | | | | | | | 8.7 | | | (0.8) | | | 9.5 | | | n/m | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | (1.4) | | | $ | (3.9) | | | $ | 2.5 | | | (64.1%) | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Nine Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 886.8 | | | $ | 882.1 | | | $ | 4.7 | | | 0.5% | | 0.4% |
| Golf Balls | | | | | | | | | | | 274.4 | | | 275.7 | | | (1.3) | | | (0.5%) | | (0.5%) |
| Apparel | | | | | | | | | | | 299.1 | | | 311.1 | | | (12.0) | | | (3.9%) | | (3.6%) |
| Gear, Accessories & Other | | | | | | | | | | | 232.3 | | | 237.4 | | | (5.1) | | | (2.1%) | | (1.9%) |
| Total net sales | | | | | | | | | | | $ | 1,692.6 | | | $ | 1,706.3 | | | $ | (13.7) | | | (0.8%) | | (0.8%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Nine Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 1,119.1 | | | $ | 1,140.0 | | | $ | (20.9) | | | (1.8%) | | (1.8%) |
| Europe | | | | | | | | | | | 174.0 | | | 154.9 | | | 19.1 | | | 12.3% | | 9.6% |
| Asia | | | | | | | | | | | 289.1 | | | 299.5 | | | (10.4) | | | (3.5%) | | (3.2%) |
| Rest of world | | | | | | | | | | | 110.4 | | | 111.9 | | | (1.5) | | | (1.3%) | | 1.4% |
| Total net sales | | | | | | | | | | | $ | 1,692.6 | | | $ | 1,706.3 | | | $ | (13.7) | | | (0.8%) | | (0.8%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Nine Months Ended September 30, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 1,161.2 | | | $ | 1,157.8 | | | $ | 3.4 | | | 0.3% | | 0.1% |
| Apparel, Gear and Other | | | | | | | | | | | 531.4 | | | 548.5 | | | (17.1) | | | (3.1%) | | (2.9%) |
| Total net sales | | | | | | | | | | | $ | 1,692.6 | | | $ | 1,706.3 | | | $ | (13.7) | | | (0.8%) | | (0.8%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income: | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 201.3 | | | $ | 186.5 | | | $ | 14.8 | | | 7.9 | % | | |
| Apparel, Gear and Other | | | | | | | | | | | 78.4 | | | 90.5 | | | (12.1) | | | (13.4) | % | | |
| Total segment operating income | | | | | | | | | | | 279.7 | | | 277.0 | | | 2.7 | | | 1.0 | % | | |
Non-recurring items (2) | | | | | | | | | | | (2.7) | | | (6.2) | | | 3.5 | | | (56.5) | % | | |
Corporate costs and expenses (3) | | | | | | | | | | | (94.8) | | | (93.3) | | | (1.5) | | | 1.6 | % | | |
| Total operating income | | | | | | | | | | | 182.2 | | | 177.5 | | | 4.7 | | | 2.6 | % | | |
| Interest expense, net | | | | | | | | | | | (45.0) | | | (48.3) | | | 3.3 | | | (6.8) | % | | |
| Other (expense) income, net | | | | | | | | | | | 10.6 | | | 14.0 | | | (3.4) | | | (24.3) | % | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | 147.8 | | | $ | 143.2 | | | $ | 4.6 | | | 3.2 | % | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items (1) | | Non- GAAP |
| Net sales | $ | 462.6 | | | $ | — | | | | | | | $ | — | | | $ | 462.6 | | | $ | 452.3 | | | $ | — | | | | | $ | — | | | $ | 452.3 | |
| Cost of sales | 278.3 | | | — | | | | | | | — | | | 278.3 | | | 263.0 | | | — | | | | | 0.4 | | | 262.6 | |
| Gross profit | $ | 184.3 | | | $ | — | | | | | | | $ | — | | | $ | 184.3 | | | $ | 189.3 | | | $ | — | | | | | $ | (0.4) | | | $ | 189.7 | |
| Gross Margin | 39.8 | % | | | | | | | | | | 39.8 | % | | 41.9 | % | | | | | | | | 41.9 | % |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations includes $0.3 million of costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 4.8 | | | $ | (0.2) | | | | | | | $ | (0.3) | | | $ | 5.3 | | | $ | 12.0 | | | $ | (0.1) | | | | | $ | (1.2) | | | $ | 13.3 | |
| Net income (loss) from continuing operations | $ | (4.1) | | | $ | (0.2) | | | | | | | $ | 7.2 | | | $ | (11.1) | | | $ | 31.0 | | | $ | (0.1) | | | | | $ | 7.4 | | | $ | 23.7 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $0.2 million of restructuring and reorganization charges. In addition, $9.7 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $0.6 million of restructuring and reorganization charges related to the Transformation Plan, $0.3 million of IT integration charges including costs associated with the implementation of a new cloud based HRM system, and costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. In addition, $10.9 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | (0.02) | | | $ | — | | | | | | | $ | 0.04 | | | $ | (0.06) | | | $ | 0.16 | | | $ | — | | | | | $ | 0.03 | | | $ | 0.13 | |
Weighted-average shares outstanding - diluted (2) | 183.9 | | | 183.9 | | | | | | | 183.9 | | | 183.9 | | | 199.6 | | | 199.6 | | | | | 199.6 | | | 199.6 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
(2) For the three months ended September 30, 2025, weighted-average diluted shares outstanding is equivalent to weighted-average basic shares outstanding due to a net loss position. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items (2) | | Non- GAAP |
| Net sales | $ | 1,692.6 | | | $ | — | | | | | | | $ | — | | | $ | 1,692.6 | | | $ | 1,706.3 | | | $ | — | | | | | $ | — | | | $ | 1,706.3 | |
| Cost of sales | 961.3 | | | — | | | | | | | 0.4 | | | 960.9 | | | 965.4 | | | — | | | | | 0.4 | | | 965.0 | |
| Gross profit | $ | 731.3 | | | $ | — | | | | | | | $ | (0.4) | | | $ | 731.7 | | | $ | 740.9 | | | $ | — | | | | | $ | (0.4) | | | $ | 741.3 | |
| Gross Margin | 43.2 | % | | | | | | | | | | 43.2 | % | | 43.4 | % | | | | | | | | 43.4 | % |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily includes restructuring and reorganization costs. |
(2) Non-recurring items from continuing operations primarily includes costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
| | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 182.2 | | | $ | (0.4) | | | | | | | $ | (2.3) | | | $ | 184.9 | | | $ | 177.5 | | | $ | (0.5) | | | | | $ | (5.7) | | | $ | 183.7 | |
| Net income (loss) from continuing operations | $ | 104.8 | | | $ | (0.3) | | | | | | | $ | 20.2 | | | $ | 84.9 | | | $ | 187.3 | | | $ | (0.4) | | | | | $ | 17.4 | | | $ | 170.3 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $1.4 million of restructuring and reorganization charges and costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. In addition, $28.8 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $4.7 million in charges related to our 2024 debt repricing, $1.3 million of costs related to a cybersecurity incident, $2.1 million in IT integration charges including costs associated with the implementation of a new cloud based HRM system, $0.6 million of restructuring and reorganization charges, and costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. In addition, $33.2 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
| | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | 0.55 | | | $ | — | | | | | | | $ | 0.10 | | | $ | 0.45 | | | $ | 0.96 | | | $ | — | | | | | $ | 0.08 | | | $ | 0.88 | |
| Weighted-average shares outstanding - diluted | 199.8 | | | 199.8 | | | | | | | 199.8 | | | 199.8 | | | 199.3 | | | 199.3 | | | | | 199.3 | | | 199.3 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Three Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 166.1 | | | $ | 178.8 | | | $ | (12.7) | | | (7.1%) | | (7.3%) |
| Golf Balls | | | | | | | | | | | 47.8 | | | 46.1 | | | 1.7 | | | 3.7% | | 3.5% |
| Apparel | | | | | | | | | | | 99.7 | | | 94.5 | | | 5.2 | | | 5.5% | | 6.1% |
| Gear, Accessories & Other | | | | | | | | | | | 53.9 | | | 52.0 | | | 1.9 | | | 3.7% | | 3.1% |
| Total net sales | | | | | | | | | | | $ | 367.5 | | | $ | 371.4 | | | $ | (3.9) | | | (1.1%) | | (1.1%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Three Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 244.2 | | | $ | 241.1 | | | $ | 3.1 | | | 1.3% | | 1.3% |
| Europe | | | | | | | | | | | 29.8 | | | 27.2 | | | 2.6 | | | 9.6% | | 3.7% |
| Asia | | | | | | | | | | | 74.0 | | | 79.6 | | | (5.6) | | | (7.0%) | | (5.4%) |
| Rest of world | | | | | | | | | | | 19.5 | | | 23.5 | | | (4.0) | | | (17.0%) | | (16.6%) |
| Total net sales | | | | | | | | | | | $ | 367.5 | | | $ | 371.4 | | | $ | (3.9) | | | (1.1%) | | (1.1%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Three Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 213.9 | | | $ | 224.9 | | | $ | (11.0) | | | (4.9%) | | (5.1%) |
| Apparel, Gear and Other | | | | | | | | | | | 153.6 | | | 146.5 | | | 7.1 | | | 4.8% | | 5.1% |
| Total net sales | | | | | | | | | | | $ | 367.5 | | | $ | 371.4 | | | $ | (3.9) | | | (1.1%) | | (1.1%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income (loss): | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | (31.2) | | | $ | (2.8) | | | $ | (28.4) | | | n/m | | |
| Apparel, Gear and Other | | | | | | | | | | | 9.4 | | | 9.0 | | | 0.4 | | | 4.4% | | |
| Total segment operating income (loss) | | | | | | | | | | | (21.8) | | | 6.2 | | | (28.0) | | | n/m | | |
| | | | | | | | | | | | | | | | | | | |
Non-recurring items (2) | | | | | | | | | | | (3.3) | | | (2.2) | | | (1.1) | | | 50.0% | | |
Corporate costs and expenses (3) | | | | | | | | | | | (29.0) | | | (28.6) | | | (0.4) | | | 1.4% | | |
| Total operating income (loss) | | | | | | | | | | | (54.1) | | | (24.6) | | | (29.5) | | | 119.9% | | |
| Interest expense, net | | | | | | | | | | | (15.6) | | | (14.7) | | | (0.9) | | | 6.1% | | |
| Other income, net | | | | | | | | | | | 9.5 | | | 7.6 | | | 1.9 | | | 25.0% | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | (60.2) | | | $ | (31.7) | | | $ | (28.5) | | | 89.9% | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
CONSOLIDATED NET SALES AND OPERATING SEGMENT INFORMATION
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Category |
| | | | | | | Twelve Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Clubs | | | | | | | | | | | $ | 1,052.9 | | | $ | 1,060.9 | | | $ | (8.0) | | | (0.8%) | | (0.9%) |
| Golf Balls | | | | | | | | | | | 322.2 | | | 321.8 | | | 0.4 | | | 0.1% | | 0.1% |
| Apparel | | | | | | | | | | | 398.8 | | | 405.6 | | | (6.8) | | | (1.7%) | | (1.3%) |
| Gear, Accessories & Other | | | | | | | | | | | 286.2 | | | 289.4 | | | (3.2) | | | (1.1%) | | (1.0%) |
| Total net sales | | | | | | | | | | | $ | 2,060.1 | | | $ | 2,077.7 | | | $ | (17.6) | | | (0.8%) | | (0.9%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Net Sales by Region |
| | | | | | | Twelve Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | $ | 1,363.3 | | | $ | 1,381.1 | | | $ | (17.8) | | | (1.3%) | | (1.3%) |
| Europe | | | | | | | | | | | 203.8 | | | 182.1 | | | 21.7 | | | 11.9% | | 8.7% |
| Asia | | | | | | | | | | | 363.1 | | | 379.1 | | | (16.0) | | | (4.2%) | | (3.7%) |
| Rest of world | | | | | | | | | | | 129.9 | | | 135.4 | | | (5.5) | | | (4.1%) | | (1.7%) |
| Total net sales | | | | | | | | | | | $ | 2,060.1 | | | $ | 2,077.7 | | | $ | (17.6) | | | (0.8%) | | (0.9%) |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
|
| | | | | | | | | | | | | | | | | | | |
| | | Operating Segment Information |
| | | | | | | Twelve Months Ended December 31, | | Growth/(Decline) | | Constant Currency vs. 2024 (1) |
| | | | | | | | | | | 2025 | | 2024 | | Dollars | | Percent | | Percent |
| Net sales: | | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 1,375.1 | | | $ | 1,382.7 | | | $ | (7.6) | | | (0.5%) | | (0.7%) |
| Apparel, Gear and Other | | | | | | | | | | | 685.0 | | | 695.0 | | | (10.0) | | | (1.4%) | | (1.2%) |
| Total net sales | | | | | | | | | | | $ | 2,060.1 | | | $ | 2,077.7 | | | $ | (17.6) | | | (0.8%) | | (0.9%) |
| | | | | | | | | | | | | | | | | | | |
| Segment operating income: | | | | | | | | | | | | | | | | | | |
| Golf Equipment | | | | | | | | | | | $ | 170.1 | | | $ | 183.7 | | | $ | (13.6) | | | (7.4) | % | | |
| Apparel, Gear and Other | | | | | | | | | | | 87.8 | | | 99.5 | | | (11.7) | | | (11.8) | % | | |
| Total segment operating income | | | | | | | | | | | 257.9 | | | 283.2 | | | (25.3) | | | (8.9) | % | | |
| | | | | | | | | | | | | | | | | | | |
Non-recurring items (2) | | | | | | | | | | | (6.0) | | | (8.4) | | | 2.4 | | | (28.6) | % | | |
Corporate costs and expenses (3) | | | | | | | | | | | (123.8) | | | (121.9) | | | (1.9) | | | 1.6 | % | | |
| Total operating income | | | | | | | | | | | 128.1 | | | 152.9 | | | (24.8) | | | (16.2) | % | | |
| Interest expense, net | | | | | | | | | | | (60.6) | | | (63.0) | | | 2.4 | | | (3.8) | % | | |
| Other income, net | | | | | | | | | | | 20.1 | | | 21.6 | | | (1.5) | | | (6.9) | % | | |
| Total income (loss) from continuing operations, before income taxes | | | | | | | | | | | $ | 87.6 | | | $ | 111.5 | | | $ | (23.9) | | | (21.4) | % | | |
| | | | | | | | | | | | | | | | | | | |
(1) Calculated by applying 2024 exchange rates to 2025 reported net sales in regions outside the U.S. |
(2) Includes certain non-recurring and non-cash items as described in the schedules to this exhibit. |
(3) Includes corporate general and administrative expenses not utilized by management in determining segment profitability. Corporate costs and expenses also includes adjustments for discontinued operations related to indirect costs that were previously allocated to the Topgolf and Jack Wolfskin businesses. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items (2) | | Non- GAAP |
| Net sales | $ | 367.5 | | | $ | — | | | | | $ | — | | | $ | — | | | $ | 367.5 | | | $ | 371.4 | | | $ | — | | | | | $ | — | | | $ | 371.4 | |
| Cost of sales | 231.2 | | | — | | | | | — | | | 1.1 | | | 230.1 | | | 225.3 | | | — | | | | | 1.0 | | | 224.3 | |
| Gross profit | $ | 136.3 | | | $ | — | | | | | $ | — | | | $ | (1.1) | | | $ | 137.4 | | | $ | 146.1 | | | $ | — | | | | | $ | (1.0) | | | $ | 147.1 | |
| Gross Margin | 37.1 | % | | | | | | | | | | 37.4 | % | | 39.3 | % | | | | | | | | 39.6 | % |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations includes $1.1 million of restructuring charges related to the Transformation Plan. |
(2) Non-recurring items from continuing operations includes $1.0 million of costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance (3) | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | (54.1) | | | $ | (0.2) | | | | | $ | — | | | $ | (3.1) | | | $ | (50.8) | | | $ | (24.6) | | | $ | (0.1) | | | | | $ | (2.1) | | | $ | (22.4) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) from continuing operations | $ | (66.0) | | | $ | (0.2) | | | | | $ | (24.0) | | | $ | 4.7 | | | $ | (46.5) | | | $ | (93.9) | | | $ | (0.1) | | | | | $ | 6.2 | | | $ | (100.0) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
(1) Non-recurring items from continuing operations primarily include $3.7 million of restructuring charges related to the Transformation Plan. In addition, $9.3 million of term loan interest expense incurred at the corporate level and included as part of discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $2.1 million of restructuring and reorganization charges related to the Transformation Plan. In addition, $10.2 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
|
(3) During the fourth quarter of fiscal year 2025, we established valuation allowances on certain U.S. deferred tax assets in both continuing and discontinued operations. |
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | (0.36) | | | $ | — | | | | | $ | (0.13) | | | $ | 0.03 | | | $ | (0.25) | | | $ | (0.51) | | | $ | — | | | | | $ | 0.03 | | | $ | (0.54) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted-average shares outstanding - diluted | 183.9 | | | 183.9 | | | | | 183.9 | | | 183.9 | | | 183.9 | | | 183.7 | | | 183.7 | | | | | 183.7 | | | 183.7 | |
| | | | | | | | | | | | | | | | | | | | | |
(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Twelve months ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance | | Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Non-Recurring Items (2) | | Non- GAAP |
| Net sales | $ | 2,060.1 | | | $ | — | | | | | $ | — | | | $ | — | | | $ | 2,060.1 | | | $ | 2,077.7 | | | $ | — | | | | | $ | — | | | $ | 2,077.7 | |
| Cost of sales | 1,192.5 | | | — | | | | | — | | | 1.5 | | | 1,191.0 | | | 1,190.7 | | | — | | | | | 1.4 | | | 1,189.3 | |
| Gross profit | $ | 867.6 | | | $ | — | | | | | $ | — | | | $ | (1.5) | | | $ | 869.1 | | | $ | 887.0 | | | $ | — | | | | | $ | (1.4) | | | $ | 888.4 | |
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| Gross Margin | 42.1 | % | | | | | | | | | | 42.2 | % | | 42.7 | % | | | | | | | | 42.8 | % |
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(1) Non-recurring items from continuing operations primarily includes $1.1 million of restructuring charges related to the Transformation Plan. |
(2) Non-recurring items from continuing operations primarily includes $1.3 million of costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
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| Twelve months ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance (3) | | Interest Expense & Non-Recurring Items (1) | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items (2) | | Non- GAAP |
| Income (loss) from continuing operations | $ | 128.1 | | | $ | (0.6) | | | | | $ | — | | | $ | (5.4) | | | $ | 134.1 | | | $ | 152.9 | | | $ | (0.6) | | | | | $ | (7.8) | | | $ | 161.3 | |
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| Net income (loss) from continuing operations | $ | 38.8 | | | $ | (0.5) | | | | | $ | (24.0) | | | $ | 24.9 | | | $ | 38.4 | | | $ | 93.4 | | | $ | (0.5) | | | | | $ | 23.6 | | | $ | 70.3 | |
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(1) Non-recurring items from continuing operations primarily include $5.5 million of restructuring charges related to the Transformation Plan. In addition, $38.2 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
(2) Non-recurring items from continuing operations primarily include $4.7 million in charges related to our 2024 debt repricing, $1.2 million of restructuring and reorganization charges related to the Transformation Plan, $2.1 million in IT integration charges including costs associated with the implementation of a new cloud based HRM system, $1.4 million in IT costs related to a cybersecurity incident, and $1.3 million of costs incurred to centralize warehousing and distribution in connection with the sales of Jack Wolfskin and Topgolf which occurred in 2025. In addition, $43.5 million of term loan interest expense incurred at the corporate level and included in discontinued operations is reflected as part of continuing operations in order to show the full effect of consolidated interest expense. |
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(3) During the fourth quarter of fiscal year 2025, we established valuation allowances on certain U.S. deferred tax assets in both continuing and discontinued operations. |
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| Twelve months ended December 31, |
| 2025 | | 2024 |
| GAAP | | Non-Cash Acquisition-related Amortization | | | | Tax Valuation Allowance | | Interest Expense & Non-Recurring Items | | Non- GAAP | | GAAP | | Non-Cash Acquisition-related Amortization | | | | Interest Expense & Non-Recurring Items | | Non- GAAP |
Diluted earnings (loss) per share from continuing operations (1) | $ | 0.21 | | | $ | — | | | | | $ | (0.13) | | | $ | 0.13 | | | $ | 0.21 | | | $ | 0.50 | | | $ | — | | | | | $ | 0.13 | | | $ | 0.38 | |
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| Weighted-average shares outstanding - diluted | 185.7 | | | 185.7 | | | | | 185.7 | | 185.7 | | | 185.7 | | | 199.3 | | | 184.6 | | | | | 184.6 | | | 184.6 | |
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(1) When aggregated, earnings per share amounts may not add across due to rounding. |
CALLAWAY GOLF COMPANY
SUPPLEMENTAL FINANCIAL INFORMATION AND NON-GAAP RECONCILIATION
(In millions, except per share data)
(Unaudited)
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| 2025 Trailing Twelve Month Adjusted EBITDA | | 2024 Trailing Twelve Month Adjusted EBITDA |
| Quarter Ended | | Quarter Ended |
| March 31, | | June 30, | | September 30, | | December 31, | | | | March 31, | | June 30, | | September 30, | | December 31, | | |
| 2025 | | 2025 | | 2025 | | 2025 | | Total | | 2024 | | 2024 | | 2024 | | 2024 | | Total |
| Net income (loss) from continuing operations | $ | 63.4 | | | $ | 45.5 | | | $ | (4.1) | | | $ | (66.0) | | | $ | 38.8 | | | $ | 56.9 | | | $ | 99.4 | | | $ | 31.0 | | | $ | (93.9) | | | $ | 93.4 | |
| Interest expense, net | 14.9 | | | 15.3 | | | 14.8 | | | 15.6 | | | 60.6 | | | 17.3 | | | 15.9 | | | 15.1 | | | 14.7 | | | 63.0 | |
| Income tax provision (benefit) | 27.2 | | | 13.1 | | | 2.7 | | | 5.8 | | | 48.8 | | | 8.5 | | | (17.8) | | | (34.8) | | | 62.2 | | | 18.1 | |
| Non-cash depreciation and amortization expense | 11.7 | | | 11.2 | | | 10.8 | | | 10.4 | | | 44.1 | | | 10.6 | | | 10.9 | | | 11.3 | | | 11.8 | | | 44.6 | |
| Non-cash stock compensation and stock warrant expense, net | 5.9 | | | 5.4 | | | 5.8 | | | 6.7 | | | 23.8 | | | 8.9 | | | 6.0 | | | 5.6 | | | 7.1 | | | 27.6 | |
| Non-cash lease amortization expense | 0.6 | | | 0.6 | | | 0.3 | | | 0.1 | | | 1.6 | | | 0.6 | | | 0.6 | | | 0.4 | | | 0.4 | | | 2.0 | |
Acquisitions & non-recurring items, before income taxes (1) | 1.2 | | | 0.9 | | | 0.3 | | | 2.3 | | | 4.7 | | | 7.5 | | | 1.7 | | | 1.2 | | | 2.1 | | | 12.5 | |
| Adjusted EBITDA from continuing operations | $ | 124.9 | | | $ | 92.0 | | | $ | 30.6 | | | $ | (25.1) | | | $ | 222.4 | | | $ | 110.3 | | | $ | 116.7 | | | $ | 29.8 | | | $ | 4.4 | | | $ | 261.2 | |
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(1) In 2025, amounts primarily include restructuring and reorganization charges related to the Transformation Plan. In 2024, amounts include charges related to the 2024 debt repricing, restructuring and reorganization charges related to the Transformation Plan, IT integration costs associated with the implementation of a new cloud based HRM system, IT costs related to a cybersecurity incident, and costs incurred to centralize warehousing and distribution operations to achieve synergies in connection with the Company’s acquisitions. |
CALLAWAY GOLF COMPANY
NET DEBT LEVERAGE FOLLOWING TOPGOLF SALE
(In millions)
(Unaudited)
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| | Net Debt Leverage |
| | December 31, 2025 | | December 31, 2024 | | January 2, 2026 (2) |
| Total Principal - Long term debt & ABL credit facilities | | $ | 1,478.7 | | | $ | 1,476.6 | | | $ | 478.7 | |
| Financing lease liabilities | | 0.8 | | | 0.6 | | | 0.8 | |
| Less: Unrestricted Cash | | (903.2) | | | (445.0) | | | (680.0) | |
Total Net Debt (1) | | $ | 576.3 | | | $ | 1,032.2 | | | $ | (200.5) | |
| Trailing Twelve Month Adjusted EBITDA | | $ | 222.4 | | | $ | 261.2 | | | $ | 222.4 | |
Total Net Debt Leverage Ratio (1) | | 2.6 | x | | 4.0 | x | | (0.9) | x |
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(1) Total Net Debt and Total Net Debt Leverage Ratio are non-GAAP measures. See “Non-GAAP Information” above for further information on the use of non-GAAP measures. |
(2) Unrestricted cash as of January 2, 2026 is an estimate provided for illustrative purposes and is comprised of cash and cash equivalents on hand as of December 31, 2025 plus proceeds from the closing of the Topgolf transaction less payments made on the Term Loan B. |