v3.25.2
Acquisitions, Goodwill, and Other Intangible Assets, Net
6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Acquisitions, Goodwill, and Other Intangible Assets, Net Acquisitions, Goodwill and Other Intangible Assets, Net
The following table provides a reconciliation of changes in goodwill by reportable segment for the period indicated (in millions):
CommunicationsClean Energy and InfrastructurePower DeliveryPipeline InfrastructureTotal Goodwill
Goodwill, gross, as of December 31, 2024 (a)
$546.5 $742.3 $395.4 $629.2 $2,313.4 
Accumulated impairment loss (b)
— — — (110.3)(110.3)
Goodwill, net, as of December 31, 2024 (a)
$546.5 $742.3 $395.4 $518.9 $2,203.1 
Measurement period adjustments (c)
— 3.4 1.8 0.7 5.9 
Currency translation adjustments— — — 3.8 3.8 
Goodwill, net, as of June 30, 2025
$546.5 $745.7 $397.2 $523.4 $2,212.8 
(a)    Recast to reflect first quarter of 2025 segment changes. See Note 11 – Segments and Related Information for additional information.
(b)    Accumulated impairment loss includes the effects of currency translation gains and/or losses.
(c)    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.
The following table provides a reconciliation of changes in other intangible assets, net, for the period indicated (in millions):
Other Intangible Assets, Net
Customer Relationships and BacklogTrade Names
Other (a)
Total
Other intangible assets, gross, as of December 31, 2024
$1,057.6 $226.1 $76.5 $1,360.2 
Accumulated amortization(523.4)(63.1)(46.3)(632.8)
Other intangible assets, net, as of December 31, 2024
$534.2 $163.0 $30.2 $727.4 
Currency translation adjustments1.4 0.1 0.7 2.2 
Amortization expense(52.5)(10.3)(2.5)(65.3)
Other intangible assets, net, as of June 30, 2025
$483.1 $152.8 $28.4 $664.3 
(a)Consists principally of pre-qualifications and non-compete agreements.
During the first quarter of 2025, certain reporting units within the Communications and Power Delivery operating segments were restructured to more closely align with the segment’s end markets and to better correspond with the operational management reporting structure of both segments. Under both the current and previous reporting unit structures, each of the components within the Communications and Power Delivery operating segments is a reporting unit. Management performed testing under both the current and previous reporting unit structures. For the tested reporting units, management estimated their fair values using a combination of market and income approaches using Level 3 inputs. Under the market approach, fair values were estimated using published market multiples for comparable companies and applying them to revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”). Under the income approach, a discounted cash flow methodology was used, considering: (i) management estimates, such as projections of revenue, operating costs and cash flows, taking into consideration historical and anticipated financial results; (ii) general economic, market and regulatory conditions; and (iii) the impact of planned business and operational strategies. Management believes the assumptions used in its quantitative goodwill impairment tests are reflective of the risks inherent in the respective industries and business models of the applicable reporting units. Estimated discount rates were determined using the weighted average cost of capital for each reporting unit at the time of the analysis, taking into consideration the risks inherent within each reporting unit individually.
Based on the results of the quantitative assessments, the estimated fair values of all the impacted reporting units substantially exceeded their carrying values as of March 31, 2025, therefore no goodwill impairment existed. A 100 basis point increase in the discount rate would not have resulted in any of the tested reporting units’ carrying values exceeding their fair values.
During the three months ended June 30, 2025, no events occurred that would indicate it was more likely than not that a goodwill impairment exists. 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, regulatory or other conditions, including decreases in project activity levels and/or the effects of elevated levels of inflation, market interest rates or other market disruptions, including from geopolitical or other events, could result in non-cash impairment charges to goodwill in the future.
Recent Acquisitions
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 $88 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 two of these acquisitions, which have been accounted for as business combinations under ASC Topic 805, Business Combinations (“ASC 805”), was preliminary as of June 30, 2025; 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 June 30, 2025, the remaining potential undiscounted earn-out liabilities for the 2024 acquisitions was estimated to be between $25 million and $55 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 $47 million of the goodwill balance related to the 2024 acquisitions is expected to be tax deductible as of June 30, 2025.