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Proxy

NYSE , ELY

Callaway Golf Co. designs, manufactures and sells golf clubs (drivers, fairway woods, irons, wedges and putters) and golf balls together with its subsidiaries. It also sells golf accessories, such as golf bags, golf gloves, golf headwear, travel covers and bags, golf towels and golf umbrellas. Callaway Golf Co. generally sells its products to golf retailers, sporting goods retailers and mass merchants, directly and through wholly owned subsidiaries and to third-party distributors. The company also sells pre-owned golf products through one of its Web sites, www.callawaygolfpreowned.com. Its products are sold in the United States and in more than 100 countries around the world.


Value

Total number of shares outstanding as of Oct. 7 76,300,000

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Price of each share of common stock on Oct. 7 $14.50

Aggregate market value as of Oct. 7 $1,106,350,000


Performance Record

For year ended Dec. 31, in thousands, except per-share data.

2004 2003 2002

Total revenues $934,564 $814,032 $793,219

Net income (loss) ($10,103) $45,523 $69,446

Net income (loss) per share ($.15) $.69 $1.04

Total assets $735,737 $748,566 $679,845


Directors

William Baker, 71, chairman since 1994.

Samuel Armacost, 65, director since 2003.

Ronald Beard, 66, director since 2001.

John Cushman III, 64, director since 2003.

Yotaro Kobayashi, 71, director since 1998.

Richard Rosenfield, 59, director since 1994.

Anthony Thornley, 58, director since 2004.


Executive Compensation

Officer 2004 Cash Compensation

William Baker, chief executive officer $292,307

Ronald Drapeau, former chief executive officer $762,260

Richard Helmstetter, senior executive vice president $600,000

Steven McCracken, senior executive vice president, chief legal officer

and secretary $550,000

Bradley Holiday, senior executive vice president and chief financial officer $500,000

Robert Penicka, senior executive vice president and chief operating officer $500,000

Patrice Hutin, former president and chief operating officer $550,000


Significant Stock Ownership

Number of shares Percent

March 31

Arrowhead Trust Inc. 6,980,629 9.2

Royce & Associates LLC 6,526,778 8.6

Goodman & Co., Investment Counsel Ltd. 5,121,340 6.7

Sterling Capital Management LLC 4,984,225 6.5

Directors and officers as a group (14 people) 4,062,941 5.3


Other Information

Headquarters: 2180 Rutherford Road, Carlsbad, CA 92008; (760) 931-1771;

fax (760) 929-8120.

Web site: www.callawaygolf.com.

Auditors: Deloitte & Touche LLP.

Employees: 3,000.

Industry: Sporting goods.

Information was compiled from the company’s annual and proxy reports.

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