The following table provides a reconciliation of changes in goodwill by reportable segment for the three month period ended March 31, 2022 (in millions). Goodwill balances as of December 31, 2021 were recast in the first quarter of 2022 to reflect the change in segment reporting for the HMG acquisition, as discussed in Note 1 – Business, Basis of Presentation and Significant Accounting Policies. Goodwill was reallocated based on the estimated relative fair value of the respective HMG reporting units. See Note 13 – Segments and Related Information for additional information.


	Communications		Clean Energy and Infrastructure		Oil and Gas		Power Delivery		Total Goodwill
Goodwill, gross, as of December 31, 2021 (a)	$	614.5	$	166.1	$	561.3	$	303.4	$	1,645.3
Accumulated impairment loss (b)	—				(124.7)		—		(124.7)
Goodwill, net, as of December 31, 2021	$	614.5	$	166.1	$	436.6	$	303.4	$	1,520.6
Additions from new business combinations	—		—		3.0		—		3.0
Measurement period adjustments (c)	(5.4)		2.1		7.4		(23.6)		(19.5)
Currency translation adjustments	—		—		0.2		—		0.2
Goodwill, net as of March 31, 2022	$	609.1	$	168.2	$	447.2	$	279.8	$	1,504.3

(a) The change in segment reporting for the HMG acquisition resulted in a decrease in Power Delivery segment goodwill of $23.4 million and an increase in goodwill for the Communications and Oil and Gas segments of $13.0 million and $10.4 million, respectively, as of December 31, 2021.


	Other Intangible Assets
	Non-Amortizing		Amortizing
	Trade Names			Customer Relationships and Backlog		Pre-Qualifications		Other (a)		Total
Other intangible assets, gross, as of December 31, 2021	$	34.5		$	763.1	$	73.9	$	124.6	$	996.1
Accumulated amortization				(278.0)		(21.4)		(26.4)		(325.8)
Other intangible assets, net, as of December 31, 2021	$	34.5		$	485.1	$	52.5	$	98.2	$	670.3
Additions from new business combinations	—			1.6		—		0.7		2.3
Measurement period adjustments (b)	—			55.8		—		(10.1)		45.7
Currency translation adjustments	—			—		0.3		—		0.3
Amortization expense				(20.3)		(2.2)		(3.1)		(25.6)
Other intangible assets, net, as of March 31, 2022	$	34.5		$	522.2	$	50.6	$	85.7	$	693.0

Quarterly Assessment for Indicators of Impairment. During the first quarter of 2022, in conjunction with the Company’s quarterly review for indicators of impairment, management performed a quantitative assessment of the goodwill associated with one reporting unit within its Oil and Gas segment. Based on the results of this assessment, management determined that the estimated fair value of this reporting unit substantially exceeded its carrying value as of March 31, 2022. The Company’s first quarter 2022 review for indicators of impairment included consideration of its quarterly financial results, which reflected a net loss for the period. As of March 31, 2022, the Company determined that its first quarter 2022 results, together with its expectations of future results, were generally consistent with those anticipated when performing its annual impairment review in the fourth quarter of 2021, including consideration of the potential effects of shifts in timing for certain projects. The Company’s 2021 impairment assessment included quantitative testing for eight reporting units, for which the estimated fair values of such reporting units were

determined to substantially exceed their carrying values, and a 100 basis point increase in the discount rate would not have resulted in any of the reporting units’ carrying values exceeding their fair values. Significant changes in the assumptions or estimates used in management’s assessment, such as a reduction in profitability and/or cash flows, changes in market conditions, including decreases in market activity levels or increases in interest rates due to rising inflation, could result in non-cash impairment charges to goodwill and indefinite-lived intangible assets in the future.

2022 Acquisitions. In January 2022, MasTec acquired all of the equity interests of an infrastructure construction company focusing on water, sewer and utility projects and expertise in excavation and site work that is included within the Company’s Oil and Gas segment for an aggregate purchase price composed of approximately $13.0 million in cash, net of cash acquired and an earn-out liability valued at approximately $1.7 million. Determination of the estimated fair values of net assets acquired was preliminary as of March 31, 2022; as a result, further adjustments to these estimates may occur.

(i) Within the Company’s Power Delivery segment: 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, which acquisition was effective in December. In the first quarter of 2022, MasTec integrated and began reporting the results of HMG within its Power Delivery, Communications and Oil and Gas segments, as appropriate, and began reporting HMG’s corporate functions within its corporate results. See Note 13 – Segments and Related Information for additional details. During 2021, the Company also acquired an electric utility distribution contractor and a company specializing in vegetation management services for the electric and telecommunications industries, 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.


Acquisition consideration(a):	HMG		All other		Total
Cash, net of cash acquired	$	416.9	$	872.2	$	1,289.1
Shares transferred	181.7		—		181.7

Estimated fair value of contingent consideration	—		99.7		99.7

Total consideration	$	598.6	$	971.9	$	1,570.5
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	409.8	$	270.6	$	680.4
Current assets	14.6		27.7		42.3
Property and equipment	247.0		250.8		497.8
Long-term assets, primarily operating lease right-of-use assets	85.1		81.8		166.9
Amortizing intangible assets	164.6		444.2		608.8
Accounts payable	(108.0)		(49.3)		(157.3)
Current liabilities, including current portion of operating lease liabilities	(155.3)		(136.3)		(291.6)
Long-term debt, including finance lease obligations	(0.2)		(4.4)		(4.6)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(150.0)		(76.5)		(226.5)
Total identifiable net assets	$	507.6	$	808.6	$	1,316.2
Goodwill	91.0		166.8		257.8
Total net assets acquired, including goodwill	$	598.6	$	975.4	$	1,574.0
Bargain purchase gain	—		(3.5)		(3.5)
Total consideration	$	598.6	$	971.9	$	1,570.5

(a) Acquisition consideration excludes approximately $65 million of measurement period adjustments for estimated payments that will be made to the sellers of HMG if certain acquired receivables are collected. Given the pass-through nature of these contingent payments, they have been excluded from total consideration and current assets in the table above. See below for related discussion.

Amortizing intangible assets related to the HMG acquisition are primarily composed of customer relationships, and to a lesser extent, trade names and backlog. Customer relationship intangible assets totaled approximately $132 million, and had a weighted average life of approximately 12 years, 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 in the aggregate for the HMG acquisition was 11 years. 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 17 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, which is 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 $147 million of the goodwill balance related to the 2021 acquisitions is expected to be tax deductible as of March 31, 2022. 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.

The HMG purchase agreement provides for certain additional payments to be made to the sellers if certain acquired receivables are collected by the Company (the “Additional Payments”). Pursuant to the terms of the purchase agreement, a portion of the Additional Payments will be made in cash, with the remainder due in shares of MasTec common stock. The fair value of the Additional Payments as of March 31, 2022 was estimated to be approximately $65 million in the aggregate, which amount is included within other current liabilities in the consolidated balance sheet. Of this amount, approximately $27 million is to be paid in shares, or approximately 295,000 shares as of March 31, 2022, based upon the contractually agreed upon value of our common stock. The amount of Additional Payments due to the sellers as of March 31, 2022 from collections of acquired receivables totaled approximately $30 million, of which the amount due in shares totaled approximately $12 million, or 135,000 shares. See Note 2 – Earnings Per Share for the effect of the above referenced shares on the Company’s earnings per share calculations.

The estimated number of potential shares that could be issued related to such Additional Payments will be based on the amounts ultimately collected and the share price as defined within the purchase agreement. As of March 31, 2022, based on such share price, the total number of potential shares for the Additional Payments that could be issued is up to approximately 390,000 shares, or $36 million. In addition, the HMG purchase agreement provides for a customary net working capital adjustment, under which additional shares could be issued. Such shares would be determined in a manner consistent with the terms that apply to the Additional Payments. As of March 31, 2022, the amount of any potential net working capital adjustment cannot be quantified or predicted with specificity due to ongoing evaluation of the net assets acquired. Changes in the estimated fair value of the potential shares that could be issued under the terms of this agreement, which result from changes in MasTec’s share price as compared with the share price as defined within the purchase agreement will be reflected within other income or expense, as appropriate. For the

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 shares of MasTec 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 $100 million in the aggregate. The earn-out arrangement for the INTREN acquisition 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 March 31, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2021 acquisitions was estimated to be between $13 million and $133 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 certain of these acquisitions was preliminary as of March 31, 2022; as a result, further adjustments to these estimates may occur.

Pro forma results. For the three month periods ended March 31, 2022 and 2021, unaudited supplemental pro forma revenue totaled approximately $2.0 billion and $2.4 billion, respectively. For the three month period ended March 31, 2022, unaudited supplemental pro forma net loss totaled $34.4 million, and for the three month period ended March 31, 2021, unaudited supplemental pro forma net income totaled $43.5 million.

Acquisition-related results. For the three month period ended March 31, 2022, the Company’s consolidated results of operations included acquisition-related revenue of approximately $704.7 million, including a total of $548.1 million for HMG and INTREN. For the three month period ended March 31, 2021, the Company’s consolidated results of operations included acquisition-related revenue of approximately $86.8 million. Acquisition-related net losses totaled approximately $4.3 million for the three month period ended March 31, 2022, and for the three month period ended March 31, 2021, acquisition-related net income totaled approximately $1.2 million, based on the Company’s consolidated effective tax rates. These acquisition-related results include amortization of acquired intangible assets and acquisition integration costs, and exclude the effects of interest expense associated with consideration paid for the related acquisitions.