Note 2. Business Combinations

During the first nine months of 2017, the Company completed the acquisitions of OGIO International, Inc. ("OGIO") and TravisMathew, LLC (TravisMathew). The purchase price of each acquisition was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition in accordance with ASC Topic 820, "Fair Value Measurement." The excess between the purchase price and the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The Company determined the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company may adjust the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the relevant acquisition closing date as it obtains more information as to facts and circumstances existing as of the relevant acquisition date.

Valuations of acquired intangible assets and inventory are subject to fair value measurements that were based primarily on significant inputs not observable in the market and thus represent Level 3 measurements (see Note 13).

Both acquisitions were treated as asset purchases for income tax purposes and, as such, the Company expects to deduct all of the intangible assets, including goodwill.

Acquisition of OGIO International, Inc.

On January 11, 2017, the Company acquired all of the outstanding shares of capital stock of OGIO, a leading manufacturer of high quality bags, accessories and apparel in the golf and lifestyle categories, in a cash transaction pursuant to the terms of a Share Purchase Agreement, by and among the Company, OGIO, and each of the shareholders and option holders of OGIO.

The acquired furniture, fixtures, office equipment, leasehold improvements, computer equipment and warehouse equipment were all valued at their estimated replacement cost, which the Company determined approximated the net book value of the assets on the date of the acquisition. Inventory was valued using the net realizable value approach, which was based on the estimated selling price in the ordinary course of business less reasonable disposal costs. The customer and distributor relationships were valued under the income approach based on the present value of future earnings. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation, the Company used a royalty rate of 7.5%, which is reflective of royalty rates paid in market transactions, and a discount rate of 14.0% on the future cash flows generated by the net after-tax savings. Goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and OGIO. For segment reporting purposes, goodwill is reported in the gear, accessories and other operating segment.

At the acquisition date, the total purchase price was valued at approximately $66,032,000. Due to the subsequent measurement of liabilities assumed in the acquisition, the purchase price was reduced to $65,951,000 as of September 30, 2017. In addition, as a result of measurement adjustments, during the three months ended September 30, 2017, goodwill was increased by $342,000. The Company incurred transaction costs of approximately $3,052,000, of which $1,805,000 was recognized in general and administrative expenses during the nine months ended September 30, 2017. The remainder was recognized in 2016.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in thousands):



	At January 11, 2017
Assets Acquired
Cash		$	8,061
Accounts receivable		7,696
Inventory		7,092
Other current assets		328
Property and equipment		2,369
Intangibles - trade name		49,700
Intangibles - customer & distributor relationships		1,500
Intangibles - non-compete agreements		150
Goodwill		5,885
Total assets acquired		82,781
Liabilities Assumed
Accounts Payable and accrued liabilities		16,830
Net assets acquired		$	65,951

Acquisition of TravisMathew, LLC

On August 17, 2017, the Company acquired TravisMathew, a golf and lifestyle apparel company in an all-cash transaction pursuant to the terms of an Agreement and Plan of Merger, by and among the Company, TravisMathew, OTP LLC, a California limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and a representative of the equity holders of TravisMathew. The Company acquired TravisMathew by way of a merger of Merger Sub with and into TravisMathew, with TravisMathew surviving as a wholly-owned subsidiary of the Company. The purchase price remains subject to a working capital adjustment. The acquisition is expected to enhance the Company's strategy of developing growth in areas tangential to the golf equipment business.

The acquired furniture, fixtures, office equipment, leasehold improvements, computer equipment and warehouse equipment were all valued at their estimated replacement cost, which the Company determined approximated the net book value of the assets on the date of the acquisition. Inventory was valued using the net realizable value approach, which was based on the estimated selling price in the ordinary course of business less reasonable disposal costs. The licensing agreement was valued under the income approach based on the projected royalty income from the distributors. The customer and distributor relationships were valued under the income approach based on the present value of future earnings. The trade name was valued under the royalty savings income approach method, which is equal to the present value of the after-tax royalty savings attributable to owning the trade name as opposed to paying a third party for its use. For this valuation, the Company used a royalty rate of 8.0%, which is reflective of royalty rates paid in market transactions, and a discount rate of 11.0% on the future cash flows generated by the net after-tax savings. Goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of the Company and TravisMathew. For segment reporting purposes, goodwill is reported in the gear, accessories and other operating segment.

At the acquisition date, the total purchase price was valued at approximately $124,597,000. In connection with the acquisition, during the three and nine months ended September 30, 2017, the Company recognized transaction costs of approximately $2,423,000 in general and administrative expenses.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation (in thousands):



	At August 17, 2017
Assets Acquired
Cash		$	663
Accounts receivable		9,715
Inventory		11,909
Other current assets		549
Property and equipment		4,327
Other assets		117
Intangibles - trade name		78,400
Intangibles - licensing agreement		1,100
Intangibles - customer & distributor relationships		4,450
Intangibles - non-compete agreements		600
Goodwill		23,436
Total assets acquired		135,266
Liabilities Assumed
Accounts Payable and accrued liabilities		10,669
Net assets acquired		$	124,597

Supplemental Pro-Forma Information

The following table presents supplemental pro-forma information for the three and nine months ended September 30, 2017 and 2016 as if both the OGIO and TravisMathew acquisitions had occurred on January 1, 2016. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information. For this analysis, the Company assumed that costs associated with the acquisition, including the amortization of intangible assets and the step-up of inventory, as well as the tax effect on those costs, were recognized as of January 1, 2016. Pre-acquisition net sales and net income amounts for both OGIO and TravisMathew were derived from the books and records of OGIO and TravisMathew prepared prior to the respective acquisition and are presented for informational purposes only and do not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place as of the dates noted below.



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
(in thousands)
Net sales	$	249,952	$	211,849		$	894,936	$	780,408
Net income (loss) attributable to Callaway Golf Company	$	5,597	$	(3,459	)	$	70,796	$	64,643

For the three and nine months ended September 30, 2017, the Company's consolidated net sales included $19,450,000 and $44,367,000, respectively, attributable to both OGIO and TravisMathew. Due to the integration of OGIO into the Company's operations since the day of acquisition, the net income for OGIO could not be determined and is therefore not presented. The net loss for TravisMathew that was included in the Company's consolidated results of operations for the three and nine months ended September 30, 2017 was nominal.