The following table provides a reconciliation of changes in goodwill by reportable segment for the periods indicated (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, 2020	$	562.1	$	152.7	$	501.9	$	150.1	$	1,366.8
Accumulated impairment loss (a)	—		—		(123.8)		—		(123.8)
Goodwill, net, as of December 31, 2020	$	562.1	$	152.7	$	378.1	$	150.1	$	1,243.0
Additions from new business combinations	52.3		13.4		58.3		153.3		277.3
Measurement period adjustments (b)	0.1		—		—		—		0.1
Currency translation adjustments	—		—		0.2		—		0.2
Goodwill, net, as of December 31, 2021 (c)	$	614.5	$	166.1	$	436.6	$	303.4	$	1,520.6
Additions from new business combinations	3.0		535.2		4.6		1.9		544.7
Measurement period adjustments (b)	(11.4)		2.0		25.3		(35.2)		(19.3)
Currency translation adjustments	—		—		(1.0)		—		(1.0)
Goodwill, net, as of December 31, 2022	$	606.1	$	703.3	$	465.5	$	270.1	$	2,045.0
Accumulated impairment loss (a)	—		—		(116.7)		—		(116.7)
Goodwill, gross, as of December 31, 2022	$	606.1	$	703.3	$	582.2	$	270.1	$	2,161.7


	Other Intangible Assets, Net

	Customer Relationships and Backlog		Trade Names (a)		Other (b)		Total
Other intangible assets, gross, as of December 31, 2020	$	297.9	$	50.4	$	84.3	$	432.6
Accumulated amortization	(218.5)		(9.7)		(20.4)		(248.6)
Other intangible assets, net, as of December 31, 2020	$	79.4	$	40.7	$	63.9	$	184.0
Additions from new business combinations	465.0		89.7		8.4		563.1

Currency translation adjustments	—		—		0.4		0.4
Amortization expense	(59.3)		(5.9)		(12.0)		(77.2)
Other intangible assets, net, as of December 31, 2021	$	485.1	$	124.5	$	60.7	$	670.3
Additions from new business combinations	272.0		95.8		0.3		368.1
Measurement period adjustments (c)	56.0		(6.9)		(3.6)		45.5
Currency translation adjustments	—		—		(1.7)		(1.7)
Amortization expense	(112.5)		(13.4)		(10.0)		(135.9)
Other intangible assets, net, as of December 31, 2022	$	700.6	$	200.0	$	45.7	$	946.3
Remaining weighted average amortization, in years	13		14		9		13

The Company seeks to grow and diversify its business both organically and through acquisitions and/or strategic arrangements in order to deepen its market presence, broaden its geographic reach and expand its service offerings. In 2021, the Company initiated a significant transformation of its end-market business operations to support the nation’s transition to low-carbon energy sources and position the company for expected future opportunities associated with this transition. This transformation has included significant business combination activity, including expansion of the Company’s scale and capacity in renewable energy, power delivery and heavy civil services, which activity has resulted in significant acquisition and integration costs, both in the Company’s existing and recently acquired operations. Acquisitions are funded with cash on hand, borrowings under the Company’s senior unsecured credit facility and other debt financing and, for certain acquisitions, with shares of the Company’s common stock, and are generally subject to customary purchase price adjustments.

2022 Acquisitions. During 2022, MasTec completed five acquisitions, which included all of the equity interests of the following: (i) within the Company’s Clean Energy and Infrastructure segment: Infrastructure and Energy Alternatives, Inc. (“IEA”), a leading utility-scale infrastructure solutions provider in North America, with expertise in renewable energy and heavy civil projects, as well as rail and environmental remediation services, which acquisition was effective in October; and a company that specializes in the production of concrete and aggregate products, which acquisition was effective in August; (ii) within the Company’s Oil and Gas segment: an infrastructure construction company focusing on water, sewer and utility projects and with expertise in excavation and site work, which acquisition was effective in January; (iii) within the Company’s Communications segment: a telecommunications company specializing in wireline services, which acquisition was effective as of the end of May; and (iv) within the Company’s Power Delivery segment: a company specializing in the construction of overhead high voltage transmission lines, which acquisition was effective in July.


Acquisition consideration:	IEA		All other		Total
Cash, net of cash acquired	$	564.5	$	47.5	$	612.0
Shares transferred	173.7		—		173.7
Estimated fair value of warrants	10.3		—		10.3
Estimated fair value of contingent consideration	—		2.8		2.8
Total consideration	$	748.5	$	50.3	$	798.8
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	593.6	$	6.1	$	599.7
Current assets	34.5		1.6		36.1
Property and equipment	213.0		30.2		243.2
Long-term assets, primarily operating lease right-of-use assets	36.9		0.1		37.0
Amortizing intangible assets	362.2		5.9		368.1
Accounts payable	(136.4)		(4.7)		(141.1)
Current liabilities, including current portion of operating lease liabilities	(422.5)		(2.6)		(425.1)
Long-term debt, including finance lease obligations	(330.8)		(0.2)		(331.0)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(132.6)		(0.2)		(132.8)
Total identifiable net assets	$	217.9	$	36.2	$	254.1
Goodwill	530.6		14.1		544.7
Total net assets acquired, including goodwill	$	748.5	$	50.3	$	798.8

Amortizing intangible assets related to the IEA acquisition are primarily composed of customer relationships, and to a lesser extent, trade names and backlog. Customer relationship and trade name intangible assets for IEA, in the aggregate, totaled approximately $321 million, which each had a weighted average life of approximately 14 years, based on IEA’s operational history and established relationships with, and the nature of, its customers, which are primarily in the renewable energy and specialty civil industries. Backlog intangible assets for IEA totaled approximately $42 million, with a weighted average life of approximately 1 year, and are based on estimated cash flows expected to be derived from future work on acquired contracts with customers. The weighted average life of amortizing intangible assets in the aggregate for the IEA acquisition was 13 years. Amortizing intangible assets related to “All other” acquisitions, which are primarily composed of customer relationships, had an aggregate weighted average life of 9 years. 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 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 $16 million of the goodwill balance related to the 2022 acquisitions is expected to be tax deductible as of December 31, 2022.

The shares of MasTec common stock included in consideration transferred for IEA in the table above consist of approximately 2.7 million shares, valued at approximately $174 million based on the market price of MasTec common stock on the date of closing. Total cash paid for acquisitions, net, includes approximately $44 million of cash acquired. The long-term debt assumed in the table above includes $300 million aggregate principal balance of 6.625% senior unsecured notes assumed in connection with the acquisition of IEA. See Note 7 - Debt for additional information related to the new term loan facility, assumed debt and related debt exchange transaction associated with the IEA acquisition.

Included in consideration transferred for IEA is the value of certain warrants that were originally issued by IEA, which warrants expire on March 26, 2023. Under the terms of the IEA merger agreement, holders of the IEA warrants became entitled to receive an amount in cash and shares of MasTec common stock upon the exercise of the IEA warrants. For the year ended December 31, 2022, the Company issued 107,187 shares of MasTec common stock and approximately $1.7 million of net cash payments to the warrant holders in connection with the exercise of such warrants. The fair value of the issued shares totaled approximately $8.1 million based on the market price of MasTec common stock on the date of exercise. As of December 31, 2022, certain IEA warrants remained outstanding with an estimated fair value of approximately $3.1 million, which amount includes the fair value of approximately 26,500 shares of MasTec common stock. The fair value of the remaining outstanding IEA warrants was determined based on their intrinsic value due to the warrants being significantly in-the-money and expiring in less than 3 months. During the year ended December 31, 2022, the Company recorded fair value losses totaling approximately $2.7 million related to changes in the fair value of the IEA warrants, which amount is reflected in other expense.

The contingent consideration included in the table above is composed of earn-out liabilities, which generally 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 2022 acquisitions are payable annually and have five-year terms, as set forth in the respective purchase agreements, and are valued at approximately $3 million in the aggregate. Earn-outs 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 December 31, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2022

(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 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.


Acquisition consideration(a):	HMG		All other		Total
Cash, net of cash acquired	$	402.4	$	876.7	$	1,279.1
Shares transferred	181.7		—		181.7
Estimated fair value of contingent consideration	—		104.9		104.9
Total consideration	$	584.1	$	981.6	$	1,565.7
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	409.0	$	266.2	$	675.2
Current assets	19.5		26.7		46.2
Property and equipment	248.6		250.6		499.2
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	(157.2)		(140.7)		(297.9)
Long-term debt, including finance lease obligations	(0.2)		(4.4)		(4.6)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(148.3)		(76.6)		(224.9)
Total identifiable net assets	$	512.7	$	798.6	$	1,311.3
Goodwill	71.4		186.6		258.0
Total net assets acquired, including goodwill	$	584.1	$	985.2	$	1,569.3
Bargain purchase gain	—		(3.6)		(3.6)
Total consideration	$	584.1	$	981.6	$	1,565.7

(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, as adjusted, 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, as adjusted, 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, as adjusted, 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 weighted average 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 $164 million of the goodwill balance related to the 2021 acquisitions is expected to be tax deductible as of December 31, 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 year ended December 31, 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. 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 December 31, 2022, the estimated fair value of remaining Additional Payments was approximately $37 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 year ended December 31, 2022, unrealized fair value measurement activity related to the contingent shares totaled gains of approximately $1.2 million, which amount is reflected within other income, net. The estimated number of shares that would be paid in connection with the remaining Additional Payment liability is approximately 170,000 shares as of December 31, 2022. The amount of Additional Payments due to the sellers as of December 31, 2022 from collections of acquired receivables totaled approximately $21.8 million, of which the amount due in shares totaled approximately $8.4 million, or 98,800 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 generally equal a portion of the acquired companies’ EBITDA in excess of thresholds agreed upon with the sellers, if applicable. The length of 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 $105 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 December 31, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2021 acquisitions was estimated to be between $18 million and $118 million; however, there is no maximum payment amount.

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, 2022 and 2021, 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, 2022, the range of remaining potential undiscounted earn-out liabilities for the 2020 acquisitions was estimated to be between $2 million and $12 million; however, there is no maximum payment amount.

Pro forma results. For the years ended December 31, 2022, 2021 and 2020, unaudited supplemental pro forma revenue totaled approximately $11.6 billion, $12.3 billion and $9.4 billion, respectively, and unaudited supplemental pro forma net income totaled approximately $14.2 million, $229.1 million and $366.8 million, respectively. 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.

Acquisition-related results. For the years ended December 31, 2022, 2021 and 2020, the Company’s consolidated results of operations included acquisition-related revenue of approximately $2,990.1 million, $1,021.8 million and $229.9 million, respectively. Acquisition-related revenue for the year ended December 31, 2022 included approximately $567.2 million for IEA and $1,902.4 million for HMG and INTREN in the aggregate, and for the year ended December 31, 2021, included approximately $436.0 million for INTREN. Acquisition-related net income for the years ended December 31, 2022 and 2021 totaled approximately $53.9 million and $6.6 million, respectively, and acquisition-related net losses totaled $6.7 million for the year ended December 31, 2020, based on the Company’s consolidated effective tax rates. These acquisition-related results include amortization of acquired intangible assets and certain acquisition integration costs.

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, losses on disposal of identified assets, 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. For the year ended December 31, 2022, such acquisition and integration costs totaled approximately $86.0 million, of which $52.0 million was included within general and administrative expenses, and $29.3 million and $4.7 million were included within costs of revenue, excluding depreciation and amortization, and other expense, respectively. For the year ended December 31, 2021, such acquisition and integration costs totaled $3.6 million and were included within general and administrative expenses. As of December 31, 2022, approximately $5.5 million was included within current liabilities within the consolidated balance sheets related to such costs.