Note 3 – Acquisitions and Other Investments

Allocations of purchase price for acquisitions are based on estimates of the fair value of consideration paid and the net assets acquired and are subject to adjustment upon finalization of the fair value estimates.

As of December 31, 2011, the purchase price, including the estimated fair value of contingent consideration and related purchase price allocations for businesses acquired by the Company during 2011 were preliminary. The Company will revise its preliminary allocations if new information is obtained about the facts and circumstances existing as of the date of acquisition, that, if known, would have resulted in the recognition of those assets and liabilities as of that date. Adjustments to the initial allocation of purchase price during the measurement period require revision of comparative prior period financial information when reissued in subsequent financial statements. The effect of measurement period adjustments to the allocation of purchase price would be as if the adjustments had been taken into account on the date of acquisition. The effects of measurement period adjustments may cause changes in depreciation, amortization, or other income or expense recognized in prior periods. All changes that do not qualify as measurement period adjustments are included in current period earnings. Changes to the purchase price allocations of the Company's recent acquisitions, to the extent such changes were material, are reflected in the discussions pertaining to those acquisitions below.

EC Source

In November 2010, MasTec entered into a membership interest purchase agreement and invested $10 million in exchange for a 33% voting interest in EC Source Services LLC ("EC Source") and a two-year option (the "EC Source Merger Option") that granted MasTec the right, but not the obligation, to acquire the entirety of EC Source's outstanding equity pursuant to the terms of a merger agreement. EC Source is a nationally recognized full-service engineering, procurement and construction services entity, focused on deploying extra high voltage ("EHV") electrical transmission systems throughout North America. On April 29, 2011, the Company exercised its EC Source Merger Option and, effective May 2, 2011, acquired the remaining 67% membership interest in EC Source for a total ownership percentage of 100%, for an aggregate purchase price composed of 5,129,642 shares of MasTec common stock, the assumption of $8.6 million of debt, which relates primarily to loans payable to the former owner of EC Source, and a five year earn-out, equal to 20% of the excess, if any, of EC Source's annual earnings before interest, taxes, depreciation and amortization ("EBITDA") over $15 million, payable annually at MasTec's election in common stock, cash or a combination thereof. The MasTec shares issued on the effective date are subject to transfer restrictions, which will lapse 25% on the first anniversary of the closing, 25% on the second anniversary of the closing and 50% on the third anniversary of the closing.

The following table summarizes the estimated fair value of consideration paid and the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of date of acquisition (in millions). The fair value of the shares transferred was based on MasTec's quoted market price on the closing date, discounted by 10%, 15% and 20% for the estimated effect of the first, second and third year transfer restrictions, respectively. The fair value of the 33% equity investment in EC Source was estimated to be $39.6 million immediately before the closing of the merger, resulting in a gain on remeasurement of $29.0 million, which was reflected as a component of other income in the Company's results of operations for 2011. The fair value of the equity investment was determined based on the implied consideration transferred as of the date of the business combination, discounted for the Company's lack of control as a minority shareholder. The fair value of both the shares transferred and the equity investment were based on Level 2 fair value inputs. During the fourth quarter of 2011, the deferred tax liability in the purchase price allocation was reduced by approximately $2.6 million with a corresponding reduction in goodwill. The allocation of purchase price to the fair value of tangible and intangible assets and liabilities, including the estimated value of the earn-out obligation and the estimated useful lives of acquired assets, is provisional and remains preliminary as management continues to assess the valuation of these items and any ultimate purchase price adjustments based on the final assets and net working capital, as prescribed by the purchase agreement.


Preliminary Purchase Price Consideration:
Shares transferred	$	94.2
Cash		0.3
Liabilities incurred:
Debt assumed		8.6
Fair value of contingent consideration (earn-out liability)		25.0

Total liabilities incurred		33.6

Total consideration	$	128.1

Fair value of equity investment		39.6

Amount of total consideration	$	167.7

Liabilities included in preliminary purchase price allocation		(33.6	)

Net assets acquired	$	134.1

Preliminary Purchase Price Allocation:
Current assets	$	21.0
Property and equipment		10.1
Pre-qualifications		31.3
Non-compete agreements		1.5
Backlog		11.0
Goodwill		120.7

Total assets acquired	$	195.6

Current liabilities		(13.4	)
Debt		(8.6	)
Deferred income taxes		(14.5	)
Liability arising from contingent consideration arrangement		(25.0	)

Total liabilities assumed	$	(61.5	)

Net assets acquired	$	134.1

Intangible assets will be amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. The intangible asset related to backlog will be amortized over the expected remaining 3 year term of these contracts. The intangible asset related to the non-compete agreements will be amortized over their 7 year terms. The intangible asset related to EC Source's pre-qualifications with companies in the utilities industry has been assigned an indefinite life as the pre-qualifications do not expire or diminish in value, and the companies to which they relate have extremely long operating histories.

Goodwill arising from the acquisition represents the expected value of EC Source's geographic presence in key high growth markets, its assembled workforce, its management team's industry-specific project management expertise and synergies expected to be achieved from the combined operations of EC Source and MasTec. The estimated goodwill balance is not tax deductible.

The fair value of the earn-out obligation was estimated using an income approach and incorporates significant inputs not observable in the market. Key assumptions in the estimated valuation include the discount rate and probability-adjusted EBITDA projections. The range of potential undiscounted payments that MasTec could be required to make under the earn-out arrangement was estimated to be between $0 and approximately $55 million; however, there is no maximum earn-out payment amount.

EC Source's earnings have been consolidated as of the effective date of the acquisition, May 2, 2011. Prior to the effective date of the acquisition, the Company's investment in EC Source was accounted for under the equity method of accounting.

Fabcor

Effective April 1, 2011, MasTec acquired all of the issued and outstanding shares of Fabcor TargetCo Ltd. ("Fabcor Parent" and, together with its wholly-owned Canadian subsidiaries, Fabcor 2001, Inc. and Fabcor Pipelines B.C. Inc., "Fabcor") for an aggregate purchase price composed of approximately $22.8 million in cash, the assumption of approximately $7.0 million of debt, which was repaid immediately, and a five year earn-out equal to 30% of the excess, if any, of Fabcor's annual EBITDA over 3.6 million Canadian dollars (approximately U.S. $3.5 million as of December 31, 2011), payable annually to the seller in cash in Canadian dollars. Fabcor is engaged in providing natural gas and petroleum pipeline infrastructure construction services in Alberta and British Columbia, Canada. Its services include: new pipeline construction; pipeline modification and replacement; river crossing construction and replacement; integrity excavation programs; well-site construction; compressor construction; gas plant construction; compressor and gas plant modifications; and plant commissioning support services. Fabcor provides MasTec the ability to expand its energy infrastructure services within the Canadian market and participate in the significant opportunities anticipated in that market in the future.

The following table summarizes the estimated fair value of consideration paid and the preliminary allocation of the purchase price as of date of acquisition (in millions). During the fourth quarter of 2011, the deferred tax liability in the purchase price allocation was increased by approximately $2.2 million with a corresponding increase in goodwill. The allocation of purchase price to the fair value of tangible and intangible assets and liabilities, including the estimated value of the earn-out obligation and the estimated useful lives of acquired assets, is provisional and remains preliminary as management continues to assess the valuation of these items and any ultimate purchase price adjustments based on the final assets, net working capital and tangible net worth, as prescribed by the purchase agreement.


Preliminary Purchase Price Consideration:
Cash	$	22.8
Liabilities incurred:
Debt assumed		7.0
Fair value of contingent consideration (earn-out liability)		16.9

Total liabilities incurred		23.9

Total consideration	$	46.7

Preliminary Purchase Price Allocation:
Current assets	$	24.3
Property and equipment		12.8
Trade names		0.7
Non-compete agreements		0.1
Customer relationships		3.1
Backlog		0.4
Goodwill		26.7

Total assets acquired	$	68.1

Current liabilities		(24.1	)
Deferred income taxes and other liabilities		(4.3	)
Liability arising from contingent consideration arrangement		(16.9	)

Total liabilities assumed	$	(45.3	)

Net assets acquired	$	22.8

Intangible assets will be amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. The intangible asset related to backlog is being amortized over the remaining nine months of 2011. Customer relationships will be amortized over a 12 year life, and the non-compete agreements will be amortized over their 7 year terms. Goodwill arising from the acquisition represents the estimated value of Fabcor's geographic presence in key high growth Canadian markets, its assembled workforce, its management team's industry-specific project management expertise and synergies expected to be achieved from the combined operations of Fabcor and MasTec. The estimated goodwill balance is not tax deductible.

The fair value of the earn-out obligation was estimated using an income approach and incorporates significant inputs not observable in the market. Key assumptions in the estimated valuation include the discount rate and probability-adjusted EBITDA projections. The range of potential undiscounted payments that MasTec could be required to make under the earn-out arrangement was estimated to be between $0 and $25 million; however, there is no maximum earn-out payment amount.

Fabcor's earnings have been consolidated as of the effective date of the acquisition, April 1, 2011.

Other 2011 Acquisitions

The Company made certain other acquisitions during 2011 that were not material individually or in the aggregate. Effective April 1, 2011, MasTec purchased 100% of the capital stock of Cam Communications Inc. ("Cam Com"), a Maryland company that provides telephone, cabling, engineering, construction, equipment integration, testing, wiring and computer network services to telecommunications carriers for approximately $4.4 million in cash, the assumption of $0.3 million of capital leases and a five year earn-out payable in cash equal to 20% of the excess, if any, of Cam Com's annual EBITDA over $2.25 million, plus an additional one time cash payment of up to $1.5 million if Cam Com's EBITDA exceeds $1.5 million for the first twelve months following the acquisition. The estimated fair value of the contingent consideration arrangements was approximately $3.0 million as of the date of the acquisition. Effective June 1, 2011, MasTec acquired all of the issued and outstanding shares of Optima Network Services, Inc. ("Optima"), a wireless infrastructure services company headquartered in California, for $5.1 million in cash, plus the assumption of $2.2 million in debt, $0.8 million of which was repaid immediately. In addition, the purchase price for Optima includes a five year earn-out, equal to 20% of the excess, if any, of Optima's annual EBITDA over $3.0 million, plus an additional one-time cash payment of up to approximately $5.0 million if Optima's EBITDA exceeds $1.5 million in the first twelve months following the date of acquisition. The potential earn-out is payable, at MasTec's election, in common stock, cash, or a combination thereof. The estimated fair value of the contingent consideration arrangements for Optima was approximately $1.5 million as of the date of acquisition. The estimated fair values of the contingent consideration arrangement for Cam Com and Optima were adjusted in the fourth quarter of 2011 to reflect additional information and analysis. Effective June 30, 2011, MasTec acquired all of the issued and outstanding capital stock of Halsted Communications, Ltd. ("Halsted"), an install-to-the-home contractor operating primarily in portions of New York, Pennsylvania and New England for $4.0 million in cash, plus the assumption of approximately $7.9 million of debt, of which $4.4 million was repaid immediately. Halsted's primary customer is DIRECTV^®.

Unaudited Pro forma Information – 2011 Acquisitions

The following unaudited supplemental pro forma results of operations include the results of operations of each of the acquired companies described above as if each had been consolidated as of January 1, 2010, and have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors, many of which are beyond MasTec's control.

The unaudited pro forma combined results of operations for the years ended December 31, 2011 and 2010 have been prepared by adjusting the historical results of MasTec to include the historical results of the acquisitions described above as if they occurred January 1, 2010. These pro forma combined historical results were then adjusted for an increase in amortization expense due to the incremental intangible assets recorded related to the acquisitions and the reduction of interest income as a result of the cash consideration paid. The pro forma results of operations do not include any adjustments to eliminate the impact of acquisition related costs or any cost savings or other synergies that may result from these acquisitions. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future.


	Year Ended December 31,
	2011		2010
	(unaudited, in millions)
Revenue	$	3,115.6	$	2,506.0
Net income	$	105.5	$	85.6

Revenues of $265.3 million and net income of $10.8 million resulting from the Company's 2011 acquisitions are included in MasTec's consolidated results of operations for the year ended December 31, 2011. Acquisition costs related to these acquisitions of $1.6 million are included in general and administrative costs for the year ended December 31, 2011.

Precision

Effective November 1, 2009, MasTec purchased all of the issued and outstanding membership interests of Precision Pipeline, LLC and Precision Transport Company, LLC (together, "Precision") for approximately $126 million in cash, the assumption of $34 million of Precision's debt and a five-year earn-out equal to 40% of Precision's EBITDA (as defined in the purchase agreement) for the last two months of 2009 and 30% of Precision's annualized EBITDA in excess of $35 million for the remainder of the earn-out period, payable at MasTec's option in cash or, under certain circumstances, shares of MasTec common stock or a combination thereof.

Precision, based in Eau Claire, Wisconsin, is a leading energy infrastructure services provider, specializing in the construction and maintenance of large diameter pipelines. Precision's experience in the long-haul, interstate pipeline industry complements the Company's existing energy infrastructure service offerings, which include natural gas gathering systems, processing plants and compression stations and mid-stream pipelines. The acquisition of Precision enhances MasTec's end-to-end design and construction capabilities within the energy industry.

The following table summarizes the estimated fair value of consideration paid for Precision and the allocation of purchase price to the fair value of assets acquired and liabilities assumed at the date of acquisition (in millions).


Purchase Price Consideration:
Cash	$	126.4
Liabilities incurred:
Debt assumed		33.6
Fair value of contingent consideration (earn-out)		54.2

Total liabilities incurred		87.8

Total consideration	$	214.2

Preliminary Purchase Price Allocation:
Current assets	$	94.7
Non-compete agreements		1.8
Customer contracts		14.5
Goodwill		139.0
Property and equipment		56.3

Total assets acquired	$	306.3

Current liabilities		(92.1	)
Liability arising from contingent consideration arrangement		(54.2	)
Long-term debt		(33.6	)

Total liabilities assumed	$	(179.9	)

Net assets acquired	$	126.4

The fair value of the earn-out arrangement associated with the Precision acquisition was estimated using the income approach incorporating significant inputs not observable in the market. Key assumptions include probability adjusted EBITDA projections and the use of the risk-free rate as a discount factor, as the risk is reflected in the EBITDA probability assessment. The range of potential undiscounted payments that the Company could be required to make under the earn-out arrangement was estimated to be between $0 and $65 million, however, there is no maximum earn-out payment amount. During 2010, new information about significant opportunities for Precision that existed at the acquisition date resulted in revising the probabilities applied to EBITDA projections upward. Accordingly, the Company recorded a measurement period adjustment to increase the acquisition date fair value of the contingent consideration liability by $13.9 million. Additionally, the Company remeasured the contingent consideration liability as of December 31, 2010 using currently available facts and circumstances including Precision's 2010 performance, resulting in an incremental increase in the contingent consideration liability of $0.5 million, which was recorded within other expense during the year ended December 31, 2010. The Company paid $9.7 million and $12.2 million of contingent consideration related to this earn-out arrangement during the second quarters of 2010 and 2011, respectively.

On April 1, 2010, the Precision sellers paid MasTec a purchase price adjustment of approximately $5.4 million based on Precision's final net working capital as of the closing date as prescribed in the purchase agreement. A total net increase in goodwill of $15.5 million was recorded during 2010 as a result of the following (in millions):


Increase in estimated fair value of contingent consideration	$	13.9
Reduction in the estimated fair value of accounts receivable and billings in excess of costs and earnings		2.5
Increase in liabilities, excluding billings in excess of costs and earnings		3.0
Assignment of joint venture to sellers		1.5
Purchase price adjustment		(5.4	)

Net increase in goodwill	$	15.5

As required by the Business Combinations Topic of the FASB Codification, balances as of December 31, 2009 were updated to reflect the above purchase accounting adjustments. Intangible assets will be amortized in a manner consistent with the pattern in which the related benefits are expected to be consumed. The intangible asset related to customer contracts was amortized over a two-year useful life based on the expected remaining term of these contracts. The intangible asset related to non-compete agreements with the sellers is being amortized over its seven-year term. Goodwill arising from the acquisition represents the value of the assembled union workforce as well as the industry-specific project management expertise of Precision's management team.

Current assets of $94.7 million include accounts receivable, costs and earnings in excess of billings and retainage of $83.2 million. The gross contractual amounts due totaled $85.3 million, of which $2.1 million was not expected to be collected.

In connection with the acquisition of Precision in the fourth quarter of 2009, total acquisition costs of approximately $0.5 million were recognized within general and administrative expenses.

Tax deductible goodwill for the Precision acquisition as of the dates indicated was as follows (in millions):


As of December 31,
2011	$	80.3
2010	$	86.5

Unaudited Pro Forma Information

The following unaudited pro forma data presents revenue and results of operations as if the acquisition of Precision had occurred on January 1, 2009:


	Year Ended December 31, 2009
	(unaudited, in millions)
Revenue	$	1,844.9
Net income	$	104.9

Nsoro

On July 31, 2008, MasTec purchased certain assets of Nsoro, LLC ("Nsoro") for a purchase price of $17.5 million, paid in cash at closing, plus the assumption of approximately $12 million in indebtedness and earn-out payments payable over an eight-year period equal to 50% of Nsoro's earnings before taxes above certain minimum thresholds.

On December 24, 2010, MasTec entered into an amendment to the asset purchase agreement with the seller of Nsoro. Under the revised terms, MasTec paid and delivered to the seller a one time $40 million cash payment plus 1,875,000 shares of MasTec common stock, which are restricted for one year from the date of issuance. These shares were valued at $27 million, based on the average market price five days before and after the terms of the amendment were agreed to and announced. The amendment effectively reduces potential future earn-out payments in exchange for upfront consideration. The total payment of upfront purchase price consideration, valued at $67 million, was recorded as additional goodwill. Future annual earn-out payments for the five years beginning in 2011 will be reduced to 27.5% of domestic annualized earnings before tax in excess of $40 million. Earn-outs will be payable, at MasTec's sole option, in either cash, shares of MasTec common stock, or any combination thereof.

DirectStar/Funraisers - Amendment of Purchase Option Agreement

In February 2011, the Company amended its purchase option agreement with Red Ventures LLC ("Red Ventures"), which sold to MasTec both DirectStar TV LLC ("DirectStar") and the membership interests of Funraisers PR, LLC ("Funraisers"). DirectStar, together with its subsidiaries, including Funraisers, is referred to as the "DirectStar Business." The amended and restated purchase option agreement grants to Red Ventures an option to purchase the DirectStar Business from MasTec at any time from March 1, 2012 to November 30, 2012 for an amount equal to the sum of: (i) the shareholders' equity of the DirectStar Business as of May 31, 2010, (ii) five percent (5%) of adjusted net income (generally, the net income (loss) before provision for income taxes) of the DirectStar Business from January 1, 2010 until the last day of the month immediately prior to the date of the sale, and (iii) $25,600,000. The purchase option also allows Red Ventures to pay up to 35% of the option purchase price in the form of a secured note with a one year term. In connection with the amendment to the purchase option, MasTec agreed to increase certain commissions that DirectStar presently pays to Red Ventures for managing the DirectStar Business. DirectStar, in support of the DIRECTV^® installation business, provides marketing and sales services on behalf of DIRECTV^®. Should Red Ventures exercise its purchase option, the Company's revenues and profits from DIRECTV^® would be materially reduced.

As of December 31, 2011 and 2010, the estimated fair value of the purchase option was $0, determined using a probability-weighted market-based approach including inputs such as projected EBITDA and EBITDA multiples. (See Note 5 - Fair Value of Financial Instruments).

Other Investments

Through a 60%-owned consolidated subsidiary, MasTec invested $1.6 million for a 34% interest in a rock extraction business in Panama (for a net beneficial ownership interest of 20.4%). This investment is accounted for under the equity method of accounting. MasTec performed construction services for this investee and recognized revenue of approximately $3.7 million and $1.8 million for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011 and 2010, approximately $6.7 million and $2.1 million, respectively, is included in accounts receivable related to this customer.

The Company has certain other cost and equity method investments. Except for the Company's investment in EC Source as of December 31, 2010, as discussed above, none of these investments were material individually or in the aggregate as of December 31, 2011 or 2010. These investments are initially recorded at their cost basis and are periodically reviewed for changes in events or circumstances that could impact their carrying value. No impairment charges related to these investments were recorded during any of the three years ended December 31, 2011, 2010 or 2009.