
	Communications		Clean Energy and Infrastructure		Power Delivery		Pipeline Infrastructure		Total Goodwill
Goodwill, gross, as of December 31, 2022	$	606.1	$	703.3	$	270.1	$	582.2	$	2,161.7
Accumulated impairment loss (a)	—		—		—		(116.7)		(116.7)
Goodwill, net, as of December 31, 2022	$	606.1	$	703.3	$	270.1	$	465.5	$	2,045.0
Additions from new business combinations	41.4		—		—		—		41.4
Measurement period adjustments (b)	(0.6)		38.7		0.7		0.8		39.6
Currency translation adjustments	—		—		—		0.4		0.4
Goodwill, net, as of December 31, 2023	$	646.9	$	742.0	$	270.8	$	466.7	$	2,126.4
Additions from new business combinations	—		0.3		23.5		53.4		77.2
Measurement period adjustments	0.7		—		—		—		0.7
Currency translation adjustments	—		—		—		(1.2)		(1.2)
Goodwill, net, as of December 31, 2024	$	647.6	$	742.3	$	294.3	$	518.9	$	2,203.1
Accumulated impairment loss (a)	—		—		—		(110.3)		(110.3)
Goodwill, gross, as of December 31, 2024	$	647.6	$	742.3	$	294.3	$	629.2	$	2,313.4

(b) Measurement period adjustments represent adjustments, net, to preliminary estimates of fair value within the measurement period of up to one year from the date of acquisition. Measurement period adjustments, net, for the year ended December 31, 2023 were primarily the result of (i) updated valuations of, and estimated useful lives for, certain fixed assets, and (ii) updated estimates related to certain assets and liabilities, including contract assets and contingent liabilities. For the year ended December 31, 2023, these updates resulted in (i) related to fixed assets, a decrease in depreciation expense of approximately $6 million, and (ii) related to contracts assets and liabilities, an increase in revenue of approximately $35 million and a decrease in costs of revenue, excluding depreciation and amortization, of approximately $8 million. Measurement period adjustments for the year ended December 31, 2023 also included a decrease in deferred tax liabilities of approximately $36 million, an increase in contingent liabilities of approximately $28 million, including for insurance, legal and other matters, and fair value increases of approximately $10 million for certain property and equipment.


	Other Intangible Assets, Net
	Customer Relationships and Backlog		Trade Names (a)		Other (b)		Total
Other intangible assets, gross, as of December 31, 2022	$	1,089.4	$	228.9	$	86.6	$	1,404.9
Accumulated amortization	(388.8)		(28.9)		(40.9)		(458.6)
Other intangible assets, net, as of December 31, 2022	$	700.6	$	200.0	$	45.7	$	946.3
Additions from new business combinations	6.7		0.1		—		6.8

Currency translation adjustments	—		—		0.4		0.4
Amortization expense	(140.0)		(20.9)		(8.3)		(169.2)
Other intangible assets, net, as of December 31, 2023	$	567.3	$	179.2	$	37.8	$	784.3
Additions from new business combinations	81.0		3.2		—		84.2

Currency translation adjustments	—		—		(1.2)		(1.2)
Amortization expense	(114.1)		(19.4)		(6.4)		(139.9)
Other intangible assets, net, as of December 31, 2024	$	534.2	$	163.0	$	30.2	$	727.4
Remaining weighted average amortization, in years	12		12		8		12

(a) Includes approximately $34.5 million of a non-amortizing trade name as of both December 31, 2023 and 2022. In connection with its fourth quarter 2024 assessment of goodwill and indefinite-lived intangible assets, management reassessed the indefinite-life classification of its $34.5 million non-amortizing trade name intangible asset. Management determined that, based on changes in the asset’s characteristics, a finite-life classification for this asset was more appropriate. As a result, the Company changed the classification of this intangible asset from indefinite-lived to finite-lived and began amortizing it in the fourth quarter of 2024, at which time its estimated remaining useful life was approximately 12 years.

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 and customer base, broaden its geographic reach and expand its service offerings. 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. 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, synergies expected to be achieved from the combined operations of each of the acquired companies and MasTec, as well as the acquired company’s industry-specific project management expertise.

2024 Acquisitions. During 2024, MasTec completed three acquisitions, which included all of the equity interests of a construction company focused on underground utility infrastructure for industrial and municipal projects, with expertise in data center utility systems, which acquisition is included within the Company’s Power Delivery segment, and was effective in July; the acquisition of certain operations of a heavy civil contractor specializing in transportation projects, which acquisition is included within the Company’s Clean Energy and Infrastructure segment and was effective in October; and effective in December, the acquisition of the equity interests of a company focused on pipeline infrastructure and heavy civil projects, which acquisition is included within the Company’s Pipeline Infrastructure segment. The Company expects these acquisitions will increase its service offerings and further advance its ability to meet increasing demand for data center infrastructure, in addition to expanding its heavy civil and pipeline infrastructure operations.

The aggregate purchase price of the Company’s 2024 acquisitions was composed of approximately $83 million in cash, net of cash acquired, and a five year earn-out liability valued at approximately $56 million with respect to one of such acquisitions. In connection with the acquisition within the Company’s Pipeline Infrastructure segment, MasTec acquired 60% of the equity interest of the company in exchange for consideration transferred of cash and a 40% equity interest in a MasTec Canadian subsidiary. Determination of the estimated fair values of net assets acquired and consideration transferred for these acquisitions, which have been accounted for as business combinations under ASC Topic 805, Business Combinations (“ASC 805”), was preliminary as of December 31, 2024; as a result, further adjustments to these estimates may occur. The Company expects to finalize the valuation and complete the purchase price consideration allocation no later than one year from the acquisition date. As of December 31, 2024, the remaining potential undiscounted earn-out liabilities for the 2024 acquisitions was estimated to be up to $73 million; however, there is no maximum payment amount. See Note 4 - Fair Value of Financial Instruments for fair value estimates and other details related to the Company’s earn-out arrangements. Approximately $56 million of the goodwill balance related to the 2024 acquisitions is expected to be tax deductible as of December 31, 2024.

2023 Acquisitions. During 2023, MasTec completed four acquisitions, including the acquisition of certain assets of a telecommunications company specializing in wireless services, which acquisition was included within the Company’s Communications segment, and was effective in January; and, effective in July, the acquisition of the equity interests of a telecommunications construction company specializing in broadband and fiber-to-the-home initiatives in the New England area, which acquisition was included within the Company’s Communications segment. Determination of the estimated fair values of the net assets acquired and consideration transferred for these acquisitions, which have been accounted for as business combinations under ASC 805, was complete as of December 31, 2024. Additionally, effective in May 2023, MasTec acquired certain of the equity interests of two equipment companies which were accounted for as asset acquisitions under ASC 805 and were included within the Company’s Pipeline Infrastructure segment. In the fourth quarter of 2023, the Company sold certain of the equity interests of these equipment companies to members of subsidiary management. See Note 15 - Related Party Transactions. Based on an evaluation of the respective entities’ operating agreements, the Company determined that these entities are not VIEs; however, given that the Company has voting control with respect to the entities, the Company has consolidated these entities within the Company’s results of operations, with the other parties’ interests accounted for as non-controlling interests.

The aggregate purchase price of the Company’s 2023 acquisitions was composed of $70 million in cash, net of cash acquired, and an earn-out liability valued at $1 million. As of December 31, 2024, the remaining potential undiscounted earn-out liabilities for the 2023 acquisitions was estimated to be up to $1 million; however, there is no maximum payment amount. See Note 4 - Fair Value of Financial Instruments for fair value estimates and other details related to the Company’s earn-out arrangements. Approximately $42 million of the goodwill balance related to the 2023 acquisitions is expected to be tax deductible as of December 31, 2024.

October; and a company specializing in the production of concrete and aggregate products, which acquisition was effective in August; (ii) within the Company’s Pipeline Infrastructure 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	$	48.7	$	613.2
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	$	51.5	$	800.0
Identifiable assets acquired and liabilities assumed:
Accounts receivable and contract assets	$	570.0	$	6.1	$	576.1
Current assets	34.5		1.6		36.1
Property and equipment	222.5		30.1		252.6
Long-term assets, primarily operating lease right-of-use assets	40.6		0.3		40.9
Amortizing intangible assets	362.2		5.9		368.1
Accounts payable	(136.5)		(4.6)		(141.1)
Contract liabilities	(151.3)		(1.5)		(152.8)
Current liabilities, primarily accrued expenses	(326.2)		(1.4)		(327.6)
Long-term debt, including finance lease obligations	(330.8)		(0.2)		(331.0)
Long-term liabilities, primarily operating lease liabilities and deferred income taxes	(105.3)		(0.2)		(105.5)
Total identifiable net assets	$	179.7	$	36.1	$	215.8
Goodwill	568.8		15.4		584.2
Total net assets acquired, including goodwill	$	748.5	$	51.5	$	800.0

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 based on the estimated cash flows expected to be derived from future work on the acquired customer contracts. 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 are primarily composed of customer relationships with 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.

Consideration transferred for IEA in the table above includes approximately 2.7 million shares of MasTec common stock, 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. Long-term debt in the table above includes $300 million aggregate principal balance of 6.625% senior unsecured notes that were assumed in connection with the acquisition. Consideration transferred also includes the value of certain warrants that were originally issued by IEA, which entitled holders to receive an amount in cash and shares of MasTec common stock upon their exercise. In 2022, the Company issued 107,187 shares of MasTec common stock with a fair value of approximately $8.1 million, based on the market price of MasTec common stock on the date of exercise, and approximately $1.7 million of cash payments in connection with exercises of the IEA warrants. In 2023, such issuances were immaterial and all remaining IEA warrants expired unexercised on March 26, 2023. The Company recorded fair value gains of approximately $2.6 million in connection with the IEA warrants for the year ended December 31, 2023, primarily related to the expired warrants, and for the year ended December 31, 2022, the Company recorded fair value losses of approximately $2.7 million related to the warrants resulting from changes in their fair value. Fair value gains and losses are reflected in other income or expense, as appropriate.

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 earn-out arrangements for the 2022 acquisitions are payable annually and have five-year terms, as set forth in the respective purchase agreements, and were valued at approximately $3 million in the aggregate. As of December 31, 2024, the remaining potential undiscounted earn-out liabilities for the 2022 acquisitions was estimated to be up to $1 million; however, there is no maximum payment amount. See Note 4 - Fair Value of Financial Instruments for fair value estimates and other details related to the Company’s earn-out arrangements. Current liabilities reflected in the table above also include operating lease liabilities and contingent liabilities for insurance, legal and other matters. Approximately $48 million of the goodwill balance related to the 2022 acquisitions is expected to be tax deductible as of December 31, 2024.

HMG Additional Payments. The 2021 HMG purchase agreement provides for certain additional payments to be made to the sellers if certain 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 as unrealized gains or losses within other income or expense, as appropriate. As of December 31, 2024 and 2023, the estimated fair value of remaining Additional Payments totaled approximately $14 million and $34 million, respectively, which amounts are included within other current liabilities in the consolidated balance sheet. In November 2024 and May 2022, the Company made Additional Payments of approximately $26 million and $29 million, respectively, which were composed of cash payments of approximately $12 million and $18 million, respectively, and are reflected within financing activities in the consolidated statement of cash flows, and MasTec common stock totaling approximately 93,000 and 133,000 shares, respectively. For the year ended December 31, 2024, fair value adjustments related to the contingent shares totaled losses of approximately $5.5 million and for the years ended December 31, 2023 and 2022, fair value adjustments related to the contingent shares totaled gains of approximately $1.3 million and $2.2 million, respectively. The estimated number of shares that would be paid in connection with the remaining Additional Payment liability totaled approximately 50,000 and 160,000 shares as of December 31, 2024 and 2023, respectively. See Note 2 - Earnings Per Share for the effect of the above referenced shares on the Company’s earnings per share calculations.

Pro forma results. The Company’s 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. The Company defines “acquisition” results as results from acquired businesses for the first twelve months following the dates of the respective acquisitions. For the years ended December 31, 2024, 2023 and 2022, the Company’s consolidated results of operations included acquisition-related revenue of approximately $42.8 million, $1,546.3 million and $2,990.1 million, respectively. Acquisition-related revenue for the year ended December 31, 2023 included approximately $1,374.6 million for IEA, and for the year ended December 31, 2022, such revenue included approximately $567.2 million for IEA and $1,902.4 million for HMG and INTREN, LLC in the aggregate. For the years ended December 31, 2024 and 2022, acquisition-related net income totaled approximately $0.1 million and $53.9 million, respectively, and for the year ended December 31, 2023, the Company’s consolidated results of operations included acquisition-related net losses of approximately $40.0 million, based on the Company’s consolidated effective tax rates. These acquisition-related results include amortization of acquired intangible assets and certain acquisition integration costs, and exclude the effects of interest expense associated with consideration paid for the related acquisitions.

Acquisition and integration costs. In 2021, the Company initiated a significant transformation of its end-market business operations to position the Company for expected future growth opportunities. This transformation included significant business combination activity, including expansion of the Company’s scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which activity resulted in significant acquisition and integration costs in prior periods. These acquisition and integration activities were completed in the fourth quarter of 2023. For the year ended December 31, 2023, such acquisition and integration costs totaled approximately $71.9 million, of which $64.1 million was included within general and administrative expenses, and of which $7.8 million was included within costs of revenue, excluding depreciation and amortization. Acquisition and integration costs for the year ended December 31, 2022 totaled approximately $86.0 million, of which $52.0 million was included within general and administrative expenses, and of which $29.3 million and $4.7 million were included within costs of revenue, excluding depreciation and amortization, and other expense, respectively. As of December 31, 2023, approximately $0.3 million was included within current liabilities within the consolidated balance sheets related to such costs.