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CORRESP

 VIA EDGAR

May 30, 2024

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Charles Eastman

Claire Erlanger

Re:

Topgolf Callaway Brands Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 29, 2024

 Form 8-K furnished February 13, 2024

File No. 001-10962

 Dear Mr. Eastman and Ms. Erlanger:

This letter is in response to the comment letter, dated May 1, 2024, from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (“SEC”) regarding the above-referenced filings for Topgolf Callaway Brands Corp. (the “Company”). Set forth below are the Staff’s comments followed by the
Company’s responses thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2023

Results of Operations

 Net Income, Diluted
Earnings Per Share and Reconciliation of Non-GAAP Measures, page 58

1.
 We note your adjustment of $12.7 million in total charges related to the impairment and
abandonment of the Shankstars media game in the Topgolf segment to arrive at December 31, 2023 non-GAAP net income. Please tell us more about the nature of this asset and why it was
impaired. As exiting product lines appear to be part of the normal course of operating a business, also please tell us why these adjustments are consistent with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response: We respectfully acknowledge the Staff’s
comment. For the reasons discussed below, the Company believes the adjustment of $12.7 million in total charges related to the impairment and abandonment of the Shankstars media game is appropriate considering the Company’s particular
facts and circumstances, and that such adjustments do not result in non-GAAP financial measures that are misleading.

The Shankstars media game was a mobile game in which users participated in imaginative golf gameplay using their mobile phones. The game
launched in October 2022 and was available as a download within mobile phone app stores. During the fourth quarter of 2023, the Company decided to exit the business of developing new mobile gaming applications and abandon and retire the Shankstars
game. The game was made unavailable for download on December 21, 2023, and was no longer available to be played beginning February 21, 2024. No revenue from the game was recognized after December 31, 2023. In connection with these
actions, the Company recognized impairment charges of $11.7 million and employee costs and other miscellaneous charges of $1.0 million associated with abandoning the game. The Company expects to recognize a final impairment charge related to these
actions of approximately $4.0 million during the second quarter ending June 30, 2024. The impaired assets primarily represent capitalized costs for employee salaries related to the development and enhancement of the game. The Company expects to
include these final non-cash impairment charges as an adjustment to its non-GAAP net income consistent with its treatment of the $12.7 million charges discussed above.

When making adjustments to arrive at non-GAAP financial measures, the Company carefully considers the
nature and appropriateness of excluding the impact of any non-recurring or non-routine items in the Company’s calculation of
non-GAAP financial measures, consistent with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (“Question
100.01”). When determining the appropriateness of excluding the impact of the impairment charges, the Company considered various factors, including the nature of the adjustment and how the game relates to the Company’s operations, revenue
generating activities and business strategy, amongst others, as prescribed by Question 100.01. During its assessment, the Company determined that these

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impairment charges represent a non-cash, non-recurring adjustment which is infrequent in nature and related to an
asset which is not considered to be representative of the core business strategy or core revenue generating activities and/or operations of the Company, or more specifically, of the Company’s Topgolf operating segment, which is the segment
where the charges were recognized. As described in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024, the Topgolf operating segment is primarily comprised of
Company-operated Topgolf venues, which represent over 95% of the Topgolf operating segment’s revenue, and are the core business line and primary strategic focus of the Topgolf operating segment. The Company respectfully advises the Staff that
although the Company does perform other developmental activities related to gameplay or digital games for use at the Company’s Topgolf venues, the Shankstars game was the Company’s first and only attempt to develop a new mobile media game.
The nature and availability of the other games which the Company internally develops are restricted to use by players within or while at the Topgolf venues, and the primary focus of these games is strictly to support the revenue generating
activities of the venues. Additionally, the Company does not currently plan to develop any further new mobile gaming applications in the future which are similar to the nature of the Shankstars game, and as such, costs related to developers who were
directly associated with the development and maintenance of the game were included as part of the Company’s Restructuring (as defined below). For these reasons, the Company does not consider the non-cash
charges related to the impairment and retirement of the Shankstars media game as part of its normal course of business pertaining to the Company’s (or the Topgolf operating segment’s) core operations, and therefore, the Company determined
to exclude the impact of the adjustment from its calculation of non-GAAP net income.

 Further, the
Company believes that its calculation of non-GAAP net income supplements the Company’s GAAP results and provides the Company’s investors with a meaningful and comparable view of the Company’s
operations and financial performance pertaining to its core business operations and revenue generating activities and also helps investors forecast the Company’s future performance.

2.
 We note that your disclosure of non-GAAP net income and non-GAAP diluted EPS includes an adjustment for the amortization and depreciation of acquired intangible assets and purchase accounting adjustments. Please provide us details as to the nature and
amount of each of these adjustments and explain to us why you believe they are appropriate non-GAAP adjustments. Also, please tell us about the nature of the $12.3m total reorganization costs in the Topgolf
and Active Lifestyle segments that is included in the “Non-Recurring Items” adjustment. In this regard, please tell us why you do not believe these costs are
normal operating costs of your business. Additionally, this comment applies to the earnings release on Form 8-K furnished February 13, 2024 which reflects these adjustments to
your non-GAAP operating income (loss), net income and diluted EPS as shown in the reconciliation on page 14 of that earnings release.

Response: We respectfully acknowledge the Staff’s comment.

With respect to the amortization and depreciation for acquired intangible assets and purchase accounting adjustments, the Company believes it
is appropriate to exclude such items from its calculation of non-GAAP net income for the reasons set forth below. The adjustment for amortization and depreciation that the Company excludes to arrive at its non-GAAP financial measures relate to all acquired intangible assets, including patents, customer and distributor relationships, distribution rights and developed technology, as well as purchase accounting
adjustments, which represent the difference between the fair value of the assets acquired and liabilities assumed and their respective carrying values that have been recorded in connection with historical business combinations, namely the
Company’s merger with Topgolf and its acquisitions of Jack Wolfskin, TravisMathew and OGIO. Historically, purchase accounting adjustments included fair value adjustments to property, plant & equipment (“PP&E”), inventory,
and debt obligations, as well as adjustments to lease obligations assumed based on market rates at the time of the acquisition.

 For the
twelve months ended December 31, 2023, the Company excluded $19.4 million of after-tax amortization and depreciation expense related to acquired intangible assets and purchase accounting adjustments
in its calculation of non-GAAP net income, which increased its non-GAAP diluted earnings per share by $0.10. The $19.4 million consisted of (i) $5.4 million
for the amortization of customer and distributor relationships associated

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with the acquisitions of Jack Wolfskin and TravisMathew, in addition to reacquired distribution rights in the Korea apparel market, and (ii) $5.4 million related to the amortization of
customer relationships and acquired developed technology, $7.8 million related to the depreciation of the purchase accounting adjustment to step-up acquired PP&E to its fair value, and
$0.8 million related to the amortization of purchase accounting adjustments associated with leases and debt assumed, all in connection with the merger with Topgolf.

For the twelve months ended December 31, 2022, the Company excluded $21.8 million of
after-tax amortization and depreciation expense related to acquired intangible assets and purchase accounting adjustments in its calculation of non-GAAP net income,
which increased our non-GAAP diluted earnings per share by $0.11. The $21.8 million consisted of (i) $5.4 million for the amortization of customer and distributor relationships associated with the
acquisitions of Jack Wolfskin, TravisMathew and OGIO, in addition to reacquired distribution rights in the Korea apparel market, and (ii) $6.1 million related to the amortization of customer relationships and acquired developed technology,
$7.2 million related to the depreciation of the purchase accounting adjustment to step-up acquired PP&E to its fair value, and $3.1 million related to the amortization of purchase accounting
adjustments associated with leases and debt assumed, all in connection with the merger with Topgolf.

 The Company believes it is
appropriate to exclude the items described above from its calculation of non-GAAP net income as they are non-cash expenses specifically associated with the
Company’s historical business combinations rather than its revenue generating activities, and because these items do not represent normal cash operating expenses necessary to operate the Company’s business and evaluate its operating
performance.

 Additionally, while the Company has excluded amortization and depreciation of acquired intangible assets in its calculation
of non-GAAP net income as discussed above, the Company’s revenue and operating costs associated with these acquired companies is reflected in its non-GAAP net
income calculations, as well as the acquired assets that contribute to revenue generation. In future filings, beginning with the Company’s second quarter 2024 Form 10-Q and the associated earnings release
to be furnished on Form 8-K, the Company undertakes that it will include a statement describing what is included in the amortization and depreciation and purchase accounting adjustments, as well as noting that
the Company is including revenue from the acquired businesses in its non-GAAP metrics.

 With
respect to the adjustment relating to $12.3 million in total reorganization costs, the Company also believes that excluding such items to arrive at its calculation of non-GAAP net income is appropriate
because the costs were unique and non-recurring in nature and not normal, recurring cash operating expenses necessary to operate the Company’s business. In 2023, the Company initiated a comprehensive
efficiency and cost-reduction restructuring initiative in its Active Lifestyle and Topgolf segments (the “Restructuring”) to align those organizations with our business needs in the post-COVID environment. In the Topgolf segment, the
Restructuring largely consisted of a reduction in headcount and optimizing non-core businesses. In the Active Lifestyle segment, the Company, among other things, replaced certain leadership positions,
restructured its IT organization specific to Jack Wolfskin to use shared IT resources with the Company’s other businesses, reduced headcount and closed the Company’s North American Jack Wolfskin office. In the first quarter of 2024, after
substantially completing the initial steps in the Restructuring, the newly installed Jack Wolfskin leadership determined that additional steps would be needed in the Restructuring, which are expected to include, among other things, additional
reductions in headcount and closure of additional locations. Accordingly, the Company expects that it will continue to incur costs related to the Restructuring throughout the remainder of 2024. The Restructuring charges the Company has incurred
through March 31, 2024 were primarily employee severance and relocation benefits (approximately $11.8 million), legal expenses and professional fees (approximately $0.1 million) and charges associated with early lease termination charges
(approximately $0.4 million).

 These actions that the Company has taken, and expects to take throughout the remainder of 2024, as part of
the Restructuring are not within the Company’s normal course of business. While the Company has evolved in recent years through business combinations, the costs incurred, breadth of personnel changes enacted and the closure of an office in the
Restructuring were unusual relative to the past several years of the Company’s operations. Upon completion of the full Restructuring later this year, the Company does not expect these costs to be reflective of its future ongoing operations.
Accordingly, the Company believes that excluding these non-recurring expenses in its non-GAAP net income and non-GAAP diluted EPS
is consistent with Regulation G, Item 10(e) of Regulation S-K and Question 100.01 and provides useful information to its investors to analyze the Company’s financial performance

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based on normal, recurring expenses incurred in the normal course of business. Furthermore, excluding these charges supplements the Company’s GAAP operating results and enhances the
comparability of the Company’s operating results period over period and helps highlight trends in the underlying performance of the Company’s business as required by Item 303 of Regulation S-K when
such trends are material.

 Notes to the Financial Statements

Note 13. Commitments and Contingencies

 Legal
Matters, page F-41

3.
 We note your disclosure that you are unable to estimate the ultimate aggregate amount of monetary loss,
amounts covered by insurance, or the financial impact that will result from such matters. Please revise future filings as applicable to disclose the nature of any material contingency where accrual is not made for the loss contingency or exposure
exists in excess of the amount accrued. Alternatively, you may disclose if true that you do not believe that matters currently pending against the Company will have a material adverse effect on your consolidated business, financial condition, cash
flows, or results of operations. See guidance in ASC 450-20-50-3.

Response: We respectfully acknowledge the Staff’s comment and respectfully advise the Staff that, in future filings, the Company undertakes that
it will disclose the nature of any material contingency where an accrual is not made for the loss contingency or where exposure exists in excess of the amount accrued, or, in the event the Compa