
	Communications		Clean Energy and Infrastructure		Oil and Gas		Power Delivery		Total Goodwill
Goodwill, gross, as of December 31, 2019	$	541.3	$	152.6	$	499.1	$	149.9	$	1,342.9
Accumulated impairment loss (a)	—		—		(121.5)		—		(121.5)
Goodwill, net, as of December 31, 2019	$	541.3	$	152.6	$	377.6	$	149.9	$	1,221.4
Additions from new business combinations	14.9		—		—		0.2		15.1
Measurement period adjustments, net (b)	5.9		0.1		0.1		—		6.1
Currency translation adjustments	—		—		0.4		—		0.4
Goodwill, net, as of December 31, 2020	$	562.1	$	152.7	$	378.1	$	150.1	$	1,243.0
Additions from new business combinations	39.3		13.4		47.9		176.7		277.3
Measurement period adjustments, net (b)	0.1		—		—		—		0.1
Currency translation adjustments	—		—		0.2		—		0.2
Goodwill, net, as of December 31, 2021	$	601.5	$	166.1	$	426.2	$	326.8	$	1,520.6
Accumulated impairment loss (a)	—		—		(124.7)		—		(124.7)
Goodwill, gross, as of December 31, 2021	$	601.5	$	166.1	$	550.9	$	326.8	$	1,645.3


	Other Intangible Assets
	Non-Amortizing				Amortizing
	Trade Names		Pre-Qualifications		Customer Relationships and Backlog		Pre-Qualifications		Other (a)		Total
Other intangible assets, gross, as of December 31, 2019	$	34.5	$	72.9	$	286.5	$	—	$	26.3	$	420.2
Accumulated amortization					(191.2)		—		(17.5)		(208.7)
Other intangible assets, net, as of December 31, 2019	$	34.5	$	72.9	$	95.3	$	—	$	8.8	$	211.5
Additions from new business combinations	—		—		11.0		—		0.1		11.1
Classification changes (b)	—		(69.8)		—		69.8		—		—
Measurement period adjustments (c)	—		—		(0.2)		—		—		(0.2)
Currency translation adjustments	—		(3.1)		—		3.6		—		0.5
Amortization expense					(26.7)		(10.2)		(2.0)		(38.9)
Other intangible assets, net, as of December 31, 2020	$	34.5	$	—	$	79.4	$	63.2	$	6.9	$	184.0
Additions from new business combinations	—		—		465.0		—		98.1		563.1

Currency translation adjustments	—		—		—		0.4		—		0.4
Amortization expense					(59.3)		(11.1)		(6.8)		(77.2)
Other intangible assets, net, as of December 31, 2021	$	34.5	$	—	$	485.1	$	52.5	$	98.2	$	670.3
Remaining weighted average amortization, in years					14		10		16		14

(b) In the first quarter of 2020, based on changes in the assets’ characteristics, the Company changed the classification of its non-amortizing pre-qualification intangible assets from indefinite-lived to finite-lived and began amortizing them on an accelerated basis. At the time of the reclassification, the estimated remaining weighted average useful life of these assets was approximately 12 years.

(i) Within the Company’s Power Delivery segment: Henkels & McCoy Holdings, Inc., formerly known as Henkels & McCoy Group, Inc. (“HMG”), an industry-leading utility services firm providing critical infrastructure design, construction and maintenance services to the power and renewables, telecommunications, gas distribution and pipeline services end-markets; an electric utility distribution contractor; and a company specializing in vegetation management services for the electric and telecommunications industries, all of which acquisitions were effective in December; and Intren, LLC (“INTREN”), a premier specialty utility contractor primarily providing electrical distribution network services under various multi-year master service agreements to some of the nation’s largest utilities, municipalities and cooperatives, which acquisition was effective in May;

(ii) within the Company’s Clean Energy and Infrastructure segment: a heavy civil infrastructure construction company focusing on transportation projects; and a heavy industrial general contractor with concrete, piping and electrical capabilities, which acquisitions were effective in February and April, respectively;

(iii) within the Company’s Communications segment: a telecommunications company specializing in cabling, plant and other network services, which acquisition was effective in November; a telecommunications and utility technical services company focusing on outside plant

telecommunications engineering; a telecommunications and cable services provider; and a utilities infrastructure company, providing power line construction and repair services, all of which acquisitions were effective in May; and business operations specializing in install-to-the-home services, which acquisition was effective in August; and

(iv) within the Company’s Oil and Gas segment: an infrastructure construction company focusing on water, sewer and utility projects, along with expertise in site work; and a company specializing in environmental services for energy infrastructure and heavy civil projects, both of which acquisitions were effective in December; and a pipeline contractor focusing on integrity and maintenance work related to gas distribution infrastructure, which acquisition was effective in February.

These acquisitions were funded with cash on hand, borrowings under the Company’s credit facility and with shares of the Company’s common stock, and are subject to customary purchase price adjustments. The following table summarizes the estimated fair values of consideration paid and net assets acquired for the 2021 acquisitions, as adjusted (in millions):


Acquisition consideration(a):	HMG		All other		Total
Cash, net of cash acquired	$	416.9	$	867.1	$	1,284.0
Shares transferred	181.7		—		181.7
Estimated fair value of contingent consideration	—		101.6		101.6
Total consideration transferred	$	598.6	$	968.7	$	1,567.3
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	414.3	$	269.4	$	683.7
Current assets	14.6		27.6		42.2
Property and equipment	247.0		251.1		498.1
Long-term assets, primarily operating lease right-of-use assets	85.1		85.8		170.9
Amortizing intangible assets	112.0		451.1		563.1
Accounts payable	(125.4)		(49.3)		(174.7)
Current liabilities, including current portion of operating lease liabilities	(132.2)		(136.8)		(269.0)
Long-term debt, including finance lease obligations	—		(5.1)		(5.1)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(137.6)		(78.1)		(215.7)
Total identifiable net assets	$	477.8	$	815.7	$	1,293.5
Goodwill	120.8		156.5		277.3
Total net assets acquired, including goodwill	$	598.6	$	972.2	$	1,570.8
Bargain purchase gain	—		(3.5)		(3.5)
Total consideration transferred	$	598.6	$	968.7	$	1,567.3

Amortizing intangible assets related to the HMG acquisition are primarily composed of customer relationships and trade names, which had weighted average lives of approximately 13 years and 20 years, respectively, and are based on HMG’s operational history and established relationships with, and the nature of, its customers, which are primarily in the utilities industry. The weighted average life of amortizing intangible assets for the HMG acquisition was 14 years in the aggregate. Amortizing intangible assets related to “All other” acquisitions are primarily composed of customer relationships and trade names, which each had a weighted average life of approximately 17 years. The aggregate weighted average life related to “All other” amortizing intangible assets was 16 years. INTREN’s acquired intangible assets included a customer relationship and a trade name intangible asset representing $281 million in the aggregate, having asset lives of approximately 20 years each based on INTREN’s operational history and established relationships with, and the nature of, its customers, which are primarily in the utilities industry. Amortizing intangible assets are amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed.

The goodwill balances for each of the respective acquisitions, including approximately $49 million for INTREN, included within “All other” acquisitions, represent the estimated values of each acquired company’s geographic presence in key markets, assembled workforce, management team’s industry-specific project management expertise and synergies expected to be achieved from the combined operations of each of the acquired companies and MasTec. Approximately $125 million of the goodwill balance related to the 2021 acquisitions is expected to be tax deductible as of December 31, 2021. One of the Company’s fourth quarter 2021 acquisitions in its Power Delivery segment resulted in the recognition of a bargain purchase gain of $3.5 million, which amount was included within other (income) expense, net in the Company’s consolidated statements of operations.

Included within “All other” acquisition consideration is approximately $452 million of consideration, including estimated earn-out liabilities, for INTREN. Total cash paid for acquisitions, net, includes approximately $78 million of cash acquired. The MasTec shares of common stock transferred in connection with the HMG acquisition consisted of approximately 2.0 million shares, as determined based on the terms of the purchase agreement, valued at approximately $182 million, based on the market price of the Company’s common stock on the date of closing. The contingent consideration included in the table above is composed of earn-out liabilities, which equal a portion of the acquired companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) in excess of thresholds agreed upon with the sellers, if applicable. The earn-out

arrangements for the 2021 acquisitions generally range from one to five-year terms, as set forth in the respective purchase agreements, and are valued at approximately $102 million in the aggregate. The earn-out arrangement for an acquisition in the Company’s Power Delivery segment included within “All other” acquisitions had a term of less than one year. Earn-outs are generally payable annually and are recorded within other current and other long-term liabilities in the consolidated balance sheets. See Note 4 - Fair Value of Financial Instruments for details pertaining to fair value estimates for the Company’s earn-out arrangements. As of December 31, 2021, the range of remaining potential undiscounted earn-out liabilities for the 2021 acquisitions was estimated to be between $12 million and $164 million; however, there is no maximum payment amount. Determination of the estimated fair values of the net assets acquired and the estimated earn-out liabilities and consideration transferred for these acquisitions was preliminary as of December 31, 2021; as a result, further adjustments to these estimates may occur.

2020 Acquisitions. During 2020, MasTec completed five acquisitions. These acquisitions included the equity interests of two entities. Through a consolidated subsidiary, the Company acquired all of the equity interests in a heavy civil infrastructure construction company that is included within the Company’s Clean Energy and Infrastructure segment. As of the date of acquisition, the Company’s ownership interest in the consolidated subsidiary was 96%, and as of both December 31, 2021 and 2020, was 91%, with the non-controlling interests owned by members of subsidiary management. The Company also acquired all of the equity interests in a utility service and telecommunications construction contractor that is included within the Company’s Communications segment. Additionally, the Company acquired the assets of three entities in 2020, one that specializes in wireless telecommunications and one that specializes in install-to-the-home services, both of which are included within the Company’s Communications segment and one that specializes in electrical transmission services that is included within the Company’s Power Delivery segment.

The aggregate purchase price for these entities, as adjusted, was composed of approximately $23.6 million in cash, net of cash acquired, with an additional $3.1 million due through 2023, subject to certain indemnification provisions, and a five-year earn-out liability valued at approximately $8.3 million. As of December 31, 2021, the range of remaining potential undiscounted earn-out liabilities for the 2020 acquisitions was estimated to be between $3 million and $20 million; however, there is no maximum payment amount.

2019 Acquisitions. During 2019, MasTec completed six acquisitions, one of which specializes in water infrastructure for pipeline companies and is included within the Company’s Oil and Gas segment, four of which are included within the Company’s Communications segment, including a wireline/fiber deployment construction contractor and a telecommunications company specializing in a broad range of end-to-end wireless telecommunications solutions, and one of which specializes in construction projects in the power industry and is included in the Company’s Clean Energy and Infrastructure segment. For all but one of these acquisitions, the Company acquired all of the equity interests in the related entities. For the telecommunications company specializing in wireless telecommunications solutions, the Company acquired 96% of the entity’s equity interests, with the obligation to acquire the balance over time. The aggregate purchase price for these entities, as adjusted, was composed of approximately $176.4 million in cash, net of cash acquired, and estimated earn-out liabilities totaling $40.1 million. As of December 31, 2021, the range of remaining potential undiscounted earn-out liabilities for the 2019 acquisitions was estimated to be between $2 million to $35 million; however, there is no maximum payment amount.

Pro Forma Financial Information and Acquisition Results. For the years ended December 31, 2021, 2020 and 2019, unaudited supplemental pro forma revenue totaled approximately $10.1 billion, $9.4 billion and $7.6 billion, respectively, and unaudited supplemental pro forma net income totaled approximately $350.1 million, $366.8 million and $406.6 million, respectively.

Pro forma results. These unaudited pro forma financial results include the results of operations of acquired companies as if those companies had been consolidated as of the beginning of the year prior to their acquisition, and are provided for illustrative purposes only. These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods indicated, or of the results that may be achieved by the combined companies in the future. The Company’s unaudited pro forma financial results were prepared by adding the unaudited historical results of acquired businesses to the historical results of MasTec, and then adjusting those combined results for (i) acquisition costs; (ii) amortization expense from acquired intangible assets; (iii) interest expense from cash consideration paid; (iv) interest expense from debt repaid upon acquisition; and (iv) other purchase accounting related adjustments. These unaudited pro forma financial results do not include adjustments to reflect other cost savings or synergies that may have resulted from these acquisitions. Future results may vary significantly due to future events and other factors, many of which are beyond the Company’s control.