v3.26.3
Acquisitions, Goodwill, and Other Intangible Assets, Net
9 Months Ended
Sep. 30, 2026
Intangible Asset, Goodwill and Other [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, 2025
$557.0 $767.5 $397.2 $642.6 $2,364.3 
Accumulated impairment loss (a)
— — — (115.3)(115.3)
Goodwill, net, as of December 31, 2025
$557.0 $767.5 $397.2 $527.3 $2,249.0 
Additions from new business combinations6.3 97.7 639.2 30.7 773.9 
Measurement period adjustments (b)
(0.6)17.7 — (0.1)17.0 
Currency translation adjustments— — — (2.6)(2.6)
Goodwill, net, as of September 30, 2026
$562.7 $882.9 $1,036.4 $555.3 $3,037.3 
(a)    Accumulated impairment loss includes the effects of currency translation gains and/or losses.
(b)    Represents 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 nine months ended September 30, 2026 were primarily the result of net working capital and valuation adjustments.
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 Backlog (a)
Trade Names
Other (b)
Total
Other intangible assets, gross, as of December 31, 2025
$1,113.2 $228.3 $80.0 $1,421.5 
Accumulated amortization(628.8)(83.7)(52.8)(765.3)
Other intangible assets, net, as of December 31, 2025
$484.4 $144.6 $27.2 $656.2 
Additions from new business combinations1,137.9 88.9 4.0 1,230.8 
Measurement period adjustments (c)
(1.5)— — (1.5)
Currency translation adjustments(0.7)(0.1)(0.3)(1.1)
Amortization expense(130.0)(17.3)(4.1)(151.4)
Other intangible assets, net, as of September 30, 2026
$1,490.1 $216.1 $26.8 $1,733.0 
(a)As of September 30, 2026 and December 31, 2025, the gross amount of customer relationships totaled $2,053.8 million and $1,051.3 million, respectively, and, net of accumulated amortization, totaled $1,388.6 million and $465.2 million, respectively.
(b)Consists principally of pre-qualifications, intellectual property and non-compete agreements. Additions for the nine months ended September 30, 2026 related to the first quarter asset acquisition included within the Company’s Pipeline Infrastructure segment.
(c)Represents 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 nine months ended September 30, 2026 related primarily to decreases in amortizing intangible assets resulting from valuation adjustments.
During the three months ended September 30, 2026, no events occurred that would indicate it was more likely than not that goodwill or other intangible asset impairments exist.
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.
2026 Acquisitions. Effective in January 2026, MasTec acquired 86% of the equity interests of McKee Utility Contractors, LLC (“McKee”), an infrastructure services company that specializes in water and wastewater distribution networks in the south central region of the United States, which is included within the Company’s Clean Energy and Infrastructure segment. MasTec has the option to acquire the remaining noncontrolling interest in the entity following the third anniversary of the consummation date. The aggregate purchase price consisted of approximately $237 million in cash, net of cash acquired, subject to certain working capital and other contractually agreed-upon adjustments.
On July 20, 2026, MasTec acquired all of the equity interests of Superior, a premier full-service electrical contractor focused on critical infrastructure, which is included within the Company’s Power Delivery segment. Superior is a recognized leader in large load electrical infrastructure while serving a diverse range of end markets, including technology, healthcare, entertainment and industrial. The aggregate purchase price consisted of $1.2 billion in cash, net of cash acquired, subject to certain working capital and other contractually agreed-upon adjustments; 1,219,498 shares of MasTec common stock issued from its treasury shares; and a three-year earn-out liability, with no maximum payment amount. The cash portion of the acquisition was funded with a combination of cash on hand, borrowings under the Company’s amended Credit Facility, and a new unsecured term loan facility. See Note 8 – Debt for additional information.
Additionally, effective in June 2026, MasTec acquired all of the equity interests of a fiber optic repair and telecommunications company, which is included within the Company’s Communications segment; and, effective in August 2026, MasTec acquired all of the equity interests of a company that specializes in pipeline infrastructure, which is included within the Company’s Pipeline Infrastructure segment. The aggregate purchase price of these acquisitions consisted of $128 million in cash, net of cash acquired, and earn-out liabilities with terms of up to five years.
The following table summarizes, as of September 30, 2026, the estimated fair values of the consideration paid, net assets acquired, and non-controlling interest assumed for the Company’s 2026 acquisitions (in millions):
Acquisition consideration:McKeeSuperiorAll Others
Cash paid$261.4 $1,297.7 $128.3 
Value of shares transferred— 410.5 — 
Estimated fair value of contingent consideration— 179.4 15.5 
Less: cash acquired(24.8)(59.6)(0.3)
Total consideration paid, net$236.6 $1,828.0 $143.5 
Assets acquired and liabilities assumed:
Accounts receivable and contract assets$79.7 $495.5 $40.2 
Property and equipment42.1 9.8 59.2 
Amortizing intangible assets141.5 1,034.0 44.3 
Other assets (a)
17.4 87.1 0.7 
Accounts payable(30.0)(182.9)(22.1)
Contract liabilities(22.9)(181.6)(3.6)
Other accrued expenses(11.6)(32.3)(11.0)
Other liabilities (b)
(43.7)(19.9)(1.3)
Total identifiable net assets, excluding cash$172.4 $1,209.7 $106.5 
Goodwill105.8 639.2 37.0 
Total net assets, excluding cash$278.2 $1,848.9 $143.5 
Less: non-controlling interest(41.6)(20.9)— 
Total net assets acquired$236.6 $1,828.0 $143.5 
(a)Other assets acquired primarily consist of prepaid expenses and operating lease right-of-use assets, and for the Superior acquisition, the basis in equity method investments.
(b)Other liabilities acquired include operating lease liabilities and, for the McKee acquisition, deferred income taxes.
Amortizing intangible assets related to the 2026 acquisitions are primarily composed of customer relationships and, to a lesser extent, backlog and trade names. The weighted average amortization period of the amortizable intangible assets acquired was 8.9 years. The following table summarizes the estimated fair values of identifiable intangible assets for the Company’s 2026 acquisitions as of September 30, 2026, and the related weighted average amortization periods by type (in millions):
Estimated Fair Value
Weighted Average Amortization Period (in years)McKeeSuperiorAll Others
Customer relationships
9.8
$108.3 $856.0 $40.7 
Backlog
1.5
30.4 95.0 0.5 
Trade names
9.2
2.8 83.0 3.1 
Total identifiable intangible assets$141.5 $1,034.0 $44.3 
Customer relationships are based on operational history and the nature of the customers, which are primarily municipalities and utility customers for McKee and primarily general contractors for Superior. Backlog is based on estimated cash flows expected to be derived from future work on acquired contracts with customers. The fair values of the customer relationships and acquired backlog intangible assets were determined using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected operating cash flows generated by the intangible asset after considering the cost to realize revenue and an appropriate discount rate to reflect the time value and risk associated with the invested capital. The fair values of the trade names were determined using the relief-from-royalty method under the income approach, which assumes that the assets have value to the extent that the Company is relieved of the obligation to pay royalties for the benefits received from them, with significant assumptions including forecasted revenue, royalty rates and discount rates. The significant assumptions used by the Company in determining the fair value of customer relationships intangible assets include forecasted revenues attributable to customer relationships, Earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates, and customer attrition rates. Such assumptions are classified as Level 3 inputs within the fair value hierarchy. The weighted average discount rate and customer attrition rates used to determine the fair value of the customer relationships for the acquisitions were 19.9% and 5.0%, respectively, for the Company’s 2026 acquisitions.
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 September 30, 2026; as a result, further adjustments to these estimates may occur, with potential updates primarily related to amortizing intangible asset values, accounts payable, certain contingent liabilities, contract liabilities, and closing working capital adjustments. The Company expects to finalize the valuations and complete the purchase price consideration allocations no later than one year from the acquisition dates. As of September 30, 2026, the remaining potential undiscounted earn-out liabilities for the 2026 acquisitions were estimated to be up to $318 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. As of September 30, 2026, $676 million of the goodwill balance related to these acquisitions is expected to be tax deductible.
Additionally, effective in March 2026, MasTec acquired certain of the assets of an equipment company for an aggregate purchase price of approximately $20 million, which is accounted for as an asset acquisition under ASC 805 and included within the Company’s Pipeline Infrastructure segment.
2025 Acquisitions. During 2025, MasTec acquired all of the equity interests of the following: (i) within the Company’s Communications segment: a telecommunications construction company, effective in July; (ii) within the Company’s Pipeline Infrastructure segment: a construction company specializing in roadway infrastructure, effective in August; and (iii) within the Company’s Clean Energy and Infrastructure segment: a construction company specializing in construction management and design-build services, effective in December. Additionally, MasTec acquired certain operations and assets of a business specializing in install-to-the-home services included within the Company’s Communications segment, effective in November.
Additionally, effective in July 2025, MasTec acquired certain of the assets of an equipment company, which is accounted for as an asset acquisition under ASC 805 and included within the Company’s Pipeline Infrastructure segment.
The aggregate purchase price of the Company’s 2025 acquisitions was composed of approximately $89 million in cash, net of cash acquired, and a five year earn-out liability valued at approximately $13 million with respect to one of such acquisitions. 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 805, was preliminary as of September 30, 2026; 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 September 30, 2026, the remaining potential undiscounted earn-out liabilities for the 2025 acquisitions were estimated to be between $2 million and $18 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 $34 million of the goodwill balance related to the 2025 acquisitions is expected to be tax deductible as of September 30, 2026.
HMG Additional Payments. The purchase agreement in connection with the 2021 acquisition of HMG provided for certain additional payments to be made to the sellers if certain receivables are collected by the Company (the “Additional Payments”). As of December 31, 2025, the estimated fair value of remaining Additional Payments totaled $17.8 million, which was included within other current liabilities in the consolidated balance sheets. During the first and second quarters of 2026, the Company collected the remaining receivables subject to the Additional Payments, including the $3.9 million collected during the first quarter of 2026. As a result, a final Additional Payment of $35.1 million was made in May 2026, consisting of approximately $8.9 million in cash, which is reflected within financing activities in the consolidated statements of cash flows, and 67,592 shares of MasTec common stock. For the nine months ended September 30, 2026 and 2025, the Company recorded fair value adjustments totaling expenses of $13.4 million and $3.9 million, respectively, which are recorded within general and administrative expenses.
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 associated with debt incurred to finance the acquisitions; (iv) interest expense from debt repaid upon acquisition; and (v) 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.
The following table provides unaudited supplemental pro forma results for the periods indicated (in millions):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Revenue$5,252.0 $4,346.5 $14,288.8 $11,477.5 
Net income174.3 174.6 403.0 276.9 
Acquisition results. Revenue and net income from the Company’s 2026 acquisitions included within the Company’s consolidated results of operations for the three months ended September 30, 2026 were $602.4 million and $44.9 million, respectively, and $735.6 million and $50.2 million for the nine months ended September 30, 2026, respectively. Revenue and net income from the Company’s 2025 acquisitions included within the Company’s consolidated results of operations for both the three and nine months ended September 30, 2025 were immaterial. Acquisition costs incurred for acquisitions completed in 2026 were $5.8 million and $7.8 million for the three and nine months ended September 30, 2026, respectively.