CUSIP NO. 131193104 13G Page 1 of 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Callaway Golf Company
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
131193104
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 131193104 13G Page 2 of 13
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,497,983
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE OF REPORTING PERSON
HC, CO (See Item 4)
CUSIP NO. 131193104 13G Page 3 of 13
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,497,983
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 131193104 13G Page 4 of 13
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,497,983
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 131193104 13G Page 5 of 13
Item 1.
(a) Name of Issuer
Callaway Golf Company
(b) Address of Issuer's Principal Executive Offices
2180 Rutherford Road
Carlsbad, CA 92008
Item 2.
(a) Name of Person Filing
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403‑1906
(c) Citizenship
(i): Delaware
(ii) and (iii): USA
(d) Title of Class of Securities
Common Stock, $.01 par value per share
(e) CUSIP Number
131193104
CUSIP NO. 131193104 13G Page 6 of 13
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a‑8).
(e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with §240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)
(14) of the Investment Company Act of 1940 (15 U.S.C. 80a‑3);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ]Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership
The securities reported herein (the “Securities”) are beneficially owned by one or more open‑ or closed‑end investment
companies or other managed accounts that are investment management clients of investment managers that are direct and
indirect subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the “Investment Management
Subsidiaries”) of Franklin Resources, Inc.(“FRI”), including the Investment Management Subsidiaries listed in Item 7.
Investment management contracts grant to the Investment Management Subsidiaries all investment and/or voting power
over the securities owned by such investment management clients, unless otherwise noted in this Item 4. Therefore, for
purposes of Rule 13d‑3 under the Act, the Investment Management Subsidiaries may be deemed to be the beneficial
owners of the Securities.
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with
the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as
FRI, where related entities exercise voting and investment powers over the securities being reported independently from
each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned
Investment Management Subsidiary, are exercised independently from FRI and from all other Investment Management
Subsidiaries (FRI, its affiliates and the Investment Management Subsidiaries other than FMA are collectively, “FRI
affiliates”). Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the
flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities
owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities
over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of the
outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be
deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for
whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to
be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 9 and 11 of the
cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and each of the
Investment Management Subsidiaries disclaim any pecuniary interest in any of the Securities. In addition, the filing of this
Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as applicable, should not be construed as an
admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of the
Securities.
CUSIP NO. 131193104 13G Page 7 of 13
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a “group”
within the meaning of Rule 13d‑5 under the Act and that they are not otherwise required to attribute to each other the
beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for which the
Investment Management Subsidiaries provide investment management services.
|
(a) |
Amount beneficially owned: |
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3,497,983 |
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(b) |
Percent of class: |
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5.4% |
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(c) |
Number of shares as to which the person has: |
|
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|
|
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(i) |
Sole power to vote or to direct the vote |
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|
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Franklin Resources, Inc.: |
0 |
|
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|
|
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
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Franklin Templeton Investments Corp.: |
1,844,183 |
|
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Franklin Advisory Services, LLC: |
1,650,000 |
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Fiduciary Trust Company International: |
3,800 |
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(ii) |
Shared power to vote or to direct the vote |
0 |
|
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(iii) |
Sole power to dispose or to direct the disposition of |
|
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|
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Franklin Resources, Inc.: |
0 |
|
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Charles B. Johnson: |
0 |
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Rupert H. Johnson, Jr.: |
0 |
|
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|
|
|
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Franklin Templeton Investments Corp.: |
1,844,183 |
|
|
|
|
|
|
Franklin Advisory Services, LLC: |
1,650,000 |
|
|
|
|
|
|
Fiduciary Trust Company International: |
3,800 |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
CUSIP NO. 131193104 13G Page 8 of 13
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Investment Management Subsidiaries, including investment companies registered under
the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to
direct the receipt of dividends from, and the proceeds from the sale of, the Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
See Attached Exhibit C
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 131193104 13G Page 9 of 13
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
Exhibit A ‑ Joint Filing Agreement
Exhibit B ‑ Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C ‑ Item 7 Identification and Classification of Subsidiaries
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 30, 2012
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Limited Power of Attorney attached to this
Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Limited Power of Attorney attached to this
Schedule 13G
CUSIP NO. 131193104 13G Page 10 of 13
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such
statement and that such statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on
January 30, 2012.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Limited Power of Attorney attached to this
Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Limited Power of Attorney attached to this
Schedule 13G
CUSIP NO. 131193104 13G Page 11 of 13
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Robert Rosselot
and Maria Gray, each acting individually, as the undersigned’s true and lawful attorney‑in‑fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any
related documentation) with the United States Securities and Exchange Commission, any national securities exchanges
and Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such attorney‑in‑fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney‑in‑fact to act in their discretion on
information provided to such attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any liability for the undersigned’s
responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to
comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the
undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13
of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full power and authority to do and
perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each
such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing
delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of
this 30th day of April , 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 131193104 13G Page 12 of 13
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Robert Rosselot
and Maria Gray, each acting individually, as the undersigned’s true and lawful attorney‑in‑fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any
related documentation) with the United States Securities and Exchange Commission, any national securities exchanges
and Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such attorney‑in‑fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney‑in‑fact to act in their discretion on
information provided to such attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any liability for the undersigned’s
responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to
comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the
undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13
of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full power and authority to do and
perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each
such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing
delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as
of this 25th day of April , 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name