topgolf callaway 品牌公司 2025年季度报告

Topgolf Callaway Brands Corp.(Exact name of registrant as specified in its charter) Name of Each Exchange on which RegisteredThe New York Stock Exchange reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒AcceleratedfilerNon-accelerated filer☐Smallerreportingcompany as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as:“may,” “should,” “will,” “could,” “would,” “anticipate,” “plan,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,”“likely,” and similar references to future periods. Forward-looking statements include, among others, statements that relate to future statements relating to our plans to pursue a separation of our Topgolf International, Inc. (“Topgolf”) business and the anticipatedbenefits and other effects of the separation, the timing and method of the separation, the expected financial and operationalperformance of, and future opportunities for, each of the two independent companies following the separation, the leadership of each of the two independent companies following the separation, the completion of the sale of Callaway Germany HoldCo GmbH, whichowns our Jack Wolfskin business (“Jack Wolfskin”), including the satisfaction of closing conditions and timing thereof, future industry and market conditions, strength and demand of our products and services, continued brand momentum, demand for golf and outdooractivities and apparel, continued investments in the business, increases in shareholder value, consumer trends and behavior, the same venue sales growth, increased venue operating margins, Topgolf venue development, future contractual obligations, therealization of deferred tax assets, including loss and credit carryforwards, future income tax provision, the future impact of newaccounting standards, the impacts of inflation and changes in foreign exchange rates, and future prospects and growth of ourbusinesses, including TravisMathew, LLC (“TravisMathew”), OGIO International, Inc. (“OGIO”), Jack Wolfskin and Topgolf. These forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that aredifficult to predict and many of which are outside of our control. As a result of these uncertainties and because the information onwhich these forward-looking statements is based may ultimately prove to be incorrect, actual results may differ materially from those anticipated. Important factors that could cause actual results to differ include, among others, the following:•certain risks and uncertainties, including changes in capital markets or economic conditions, particularly the uncertaintyrelated to inflation, decreases in consumer demand and spending and any severe or prolonged economic downturn;•our ability to successfully execute planned and potential transactions, including our planned separation of Topgolf and our or at all; •unfavorable changes in trade or other policies by the U.S. government or foreign governments, including restrictions on imports, increases in U.S. import tariffs, retaliatory tariffs imposed by other countries on U.S. imports, and the potentialnegative economic consequences thereof, including increased costs, unavailability of materials, inflation, decreased customer demand, an economic slowdown or general economic uncertainty;•the level of promotional activity in the marketplace; market conditions; •future changes in foreign currency exchange rates and the degree of effectiveness of our hedging programs;•our ability to manage international business risks; •our ability to recognize operational synergies and scale opportunities across our supply chain and global business platform; •adverse changes in the credit markets or continued compliance with the terms of our credit facilities; •our ability to successfully operate and, if applicable, expand the retail stores of TravisMathew and our Japan and Koreaapparel businesses, and venue locations of the Topgolf and BigShots businesses;•delays, difficulties or increased costs in the supply of components needed to manufacture our products or in manufacturingour products, including our dependence on a limited number of suppliers for some of our products;•adverse weather conditions and seasonality; speak only as of the date hereof. We undertake no obligation to update any forward-looking statements to reflect new information orevents or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should also be aware thatwhile we from time to time communicate with securities analysts, it is against our policy to disclose to them any material non-publicinformation or other confidential commercial information. Furthermore, we have a polic