The following table provides a reconciliation of changes in goodwill by reportable segment for the nine month period ended September 30, 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	2.9		5.9		4.1		1.6		14.5
Measurement period adjustments (c)	(11.4)		2.1		6.2		(36.8)		(39.9)
Currency translation adjustments	—		—		(1.4)		—		(1.4)
Goodwill, net as of September 30, 2022	$	606.0	$	174.1	$	445.5	$	268.2	$	1,493.8


	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	—			5.2		—		0.7		5.9
Measurement period adjustments (b)	—			56.0		—		(10.6)		45.4
Currency translation adjustments	—			—		(2.1)		—		(2.1)
Amortization expense				(65.5)		(6.6)		(9.1)		(81.2)
Other intangible assets, net, as of September 30, 2022	$	34.5		$	480.8	$	43.8	$	79.2	$	638.3

Quarterly Assessment for Indicators of Impairment. During the third quarter of 2022, the Company performed a quarterly review for indicators of impairment, which considered its results for the nine month period ended September 30, 2022, together with its expectations of future results, including consideration of the potential effects of shifts in timing for certain projects. In conjunction with this quarterly review, management performed a quantitative assessment of the goodwill associated with two reporting units within its Oil and Gas segment and one reporting unit within its Power Delivery segment. Based on the results of these assessments, management determined that the estimated fair values of these reporting units substantially exceeded their carrying values as of September 30, 2022. 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 and/or

2022 Acquisitions. For the nine month period ended September 30, 2022, MasTec completed four acquisitions, which included all of the equity interests of (i) an infrastructure construction company focusing on water, sewer and utility projects and with expertise in excavation and site work, which acquisition is included within the Company’s Oil and Gas segment and was effective in January; (ii) a telecommunications company specializing in wireline services, which acquisition is included within the Company’s Communications segment and was effective as of the end of May; (iii) a company specializing in the construction of overhead high voltage transmission lines, which acquisition is included within the Company’s Power Delivery segment and was effective in July; and (iv) a company that specializes in the production of concrete and aggregate products, which acquisition is included within the Company’s Clean Energy and Infrastructure segment and was effective in August. The aggregate purchase price for these acquisitions was composed of approximately $50.2 million in cash, net of cash acquired and earn-out liabilities valued at approximately $3.9 million. Determination of the estimated fair values of net assets acquired and the estimated earn-out liabilities and consideration transferred for these acquisitions was preliminary as of September 30, 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. 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;

(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.

Determination of the estimated fair values of the net assets acquired and the estimated earn-out liabilities and consideration transferred for certain of the Company’s fourth quarter 2021 acquisitions was preliminary as of September 30, 2022; as a result, further adjustments to such estimates may occur. The following table summarizes the estimated fair values of consideration paid and net assets acquired for the 2021 acquisitions, as adjusted, as of September 30, 2022 (in millions):


Acquisition consideration(a):	HMG		All other		Total
Cash, net of cash acquired	$	402.4	$	866.6	$	1,269.0
Shares transferred	181.7		—		181.7

Estimated fair value of contingent consideration	—		102.9		102.9

Total consideration	$	584.1	$	969.5	$	1,553.6
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	409.5	$	271.1	$	680.6
Current assets	14.6		26.8		41.4
Property and equipment	252.1		250.6		502.7
Long-term assets, primarily operating lease right-of-use assets	84.9		81.9		166.8
Amortizing intangible assets	164.4		444.2		608.6
Accounts payable	(108.0)		(49.3)		(157.3)
Current liabilities, including current portion of operating lease liabilities	(154.3)		(137.1)		(291.4)
Long-term debt, including finance lease obligations	(0.2)		(4.4)		(4.6)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(150.3)		(76.6)		(226.9)
Total identifiable net assets	$	512.7	$	807.2	$	1,319.9
Goodwill	71.4		165.9		237.3
Total net assets acquired, including goodwill	$	584.1	$	973.1	$	1,557.2
Bargain purchase gain	—		(3.6)		(3.6)
Total consideration	$	584.1	$	969.5	$	1,553.6

(a) Acquisition consideration in the table above 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, which are included within “All other” acquisitions in the table above, 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, 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 $155 million of the goodwill balance related to the 2021 acquisitions is expected to be tax deductible as of September 30, 2022. One of the Company’s fourth quarter 2021 acquisitions within its Power Delivery segment resulted in the recognition of a bargain purchase gain of $3.6 million, of which $0.2 million was recognized during the nine month period ended September 30, 2022.

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 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. Changes in the estimated fair value of potential shares that could be issued, which result from changes in MasTec’s share price as compared with the share price as defined within the purchase agreement, are reflected within other income or expense, as appropriate. An Additional Payment of approximately $29.4 million was made in May 2022, which payment was composed of approximately $18 million in cash and is reflected within financing activities in the consolidated statement of cash flows, and 133,157 shares of MasTec common stock. For the nine month period ended September 30, 2022, a realized gain of approximately $1 million was recognized within other income, net, in connection with this payment. In addition, the HMG purchase agreement provides for a customary net working capital adjustment. In the second quarter of 2022, this working capital adjustment was resolved, resulting in a reduction in purchase consideration for the HMG acquisition of approximately $15 million, which reduction is reflected in the table above. This working capital adjustment had no impact on the number of shares issued in connection with the acquisition.

As of September 30, 2022, the estimated fair value of remaining Additional Payments was approximately $31 million, which amount is included within other current liabilities in the consolidated balance sheet and includes the effect of unrealized fair value gains related to the contingent shares. For the three and nine month periods ended September 30, 2022, unrealized fair value measurement activity related to the contingent shares totaled gains of approximately $1.3 million and $4.5 million, respectively, which amounts are reflected within other income, net. The estimated number of shares that would be paid in connection with the remaining Additional Payment liability is approximately 160,000 shares as

of September 30, 2022. The amount of Additional Payments due to the sellers as of September 30, 2022 from collections of acquired receivables totaled approximately $3.9 million, of which the amount due in shares totaled approximately $1.6 million, or 17,500 shares. See Note 2 – Earnings Per Share for the effect of the above referenced shares on the Company’s earnings per share calculations.

Included within “All other” acquisition consideration is approximately $455 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 in the table above 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 $103 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, as appropriate, 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 September 30, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2021 acquisitions was estimated to be between $9 million and $120 million; however, there is no maximum payment amount.

Pro forma results. For the three month periods ended September 30, 2022 and 2021, unaudited supplemental pro forma revenue totaled approximately $2.5 billion and $3.0 billion, respectively, and unaudited supplemental pro forma net income totaled approximately $54.0 million and $145.4 million, respectively. For the nine month periods ended September 30, 2022 and 2021, unaudited supplemental pro forma revenue totaled approximately $6.8 billion and $7.9 billion, respectively. For the nine month periods ended September 30, 2022 and 2021, unaudited supplemental pro forma net income totaled approximately $37.3 million and $271.0 million, respectively.

Acquisition-related results. The Company’s consolidated results of operations included acquisition-related revenue of approximately $569.7 million for the three month period ended September 30, 2022, including approximately $429.3 million for HMG, and totaled $1,876.6 million for the nine month period ended September 30, 2022, including approximately $1,457.7 million for HMG and INTREN in the aggregate. For the three and nine month periods ended September 30, 2022, the Company’s consolidated results of operations included acquisition-related net income of approximately $18.4 million and $37.7 million, respectively, based on the Company’s consolidated effective tax rates. The Company’s consolidated results of operations included acquisition-related revenue of approximately $344.4 million and $702.7 million for the three and nine month periods ended September 30, 2021, respectively, including $172.8 million and $275.4 million for INTREN for the respective periods. For the three and nine month periods ended September 30, 2021, the Company’s consolidated results of operations included acquisition-related net losses of approximately $6.6 million and $1.3 million, respectively, 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.

Acquisition and integration costs. The Company has incurred certain acquisition and integration costs in connection with certain 2021 and 2022 acquisitions, including acquisition-related costs for the recently completed acquisition of IEA, which costs are included within general and administrative expenses, costs of revenue, excluding depreciation and amortization, and other expense. Acquisition and integration costs include i) the costs of integrating acquired entities, such as: employee termination expenses, including employee compensation relating to the elimination of certain positions that were determined to be redundant, and other integration-type costs, including operating cost redundancies, facility consolidation expenses, lease termination expenses, system migration expenses, training and other integration costs, as well as ii) legal, professional and other fees associated with the consummation of these acquisitions, including fees paid in connection with certain transaction-related financing commitments, including bridge financing related to the IEA acquisition. The Company is currently in the process of integrating these acquisitions and expects to incur additional acquisition and integration expenses. Acquisition and integration costs for the three and nine months period ended September 30, 2022 totaled approximately $33.3 million and $59.4 million, respectively, of which $9.2 million and $35.3 million, respectively, was included within general and administrative expenses, and $21.4 million and $2.7 million were included within costs of revenue, excluding depreciation and amortization, and other expense, respectively, for both periods. As of September 30, 2022, approximately $5.6 million was included within current liabilities within the consolidated balance sheets related to such costs.

IEA Acquisition. On October 7, 2022 (the “Closing Date”), MasTec completed the acquisition of IEA, a leading clean energy and infrastructure services provider with expertise in renewable energy and heavy civil projects, as well as rail and environmental remediation services. The Company expects to include IEA within its Clean Energy and Infrastructure segment. MasTec acquired IEA for an estimated $610 million in cash and approximately 2.8 million shares of MasTec common stock. The 2.8 million shares include an estimated 128,000 shares to be issued upon the exercise of certain IEA warrants, which warrants remained outstanding following the acquisition. If and when the outstanding warrants are exercised, they will be settled with a combination of such shares of the Company’s common stock and cash. The fair value of the 2.7 million shares issued on the Closing Date, based on the market price of MasTec common stock on such date, was approximately $173 million. The $610 million in cash includes an estimate of $2 million related to the exercise of these warrants. The cash portion of the IEA acquisition was funded with borrowings under a new term loan facility. Additionally, the Company also assumed $300 million of IEA’s 6.625% senior unsecured notes in connection with the acquisition of IEA. See Note 7 - Debt for additional information regarding the new term loan facility, debt assumed and a discussion of the related debt exchange transaction. Due to the limited amount of time since this acquisition, the initial purchase accounting is incomplete; therefore, the Company will complete its initial allocation of purchase price to total net assets acquired for the IEA acquisition in the fourth quarter of 2022. Approximately $11 million of acquisition costs associated with the IEA acquisition has been incurred to date, of which $6 million was incurred in the third quarter of 2022.