MASTEC INC [MTZ] Filings

10-Q 1 mtz-20240630.htm 10-Q mtz-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

Form 10-Q

_____________________________________________

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number 001-08106

_____________________________________________

MasTec, Inc.

(Exact name of registrant as specified in its charter)


Florida		65-0829355
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

800 S. Douglas Road, 12th Floor
Coral Gables,	Florida	33134
(Address of principal executive offices)		(Zip Code)

(305) 599-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	MTZ	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☑

As of July 29, 2024, MasTec, Inc. had 79,220,966 shares of common stock outstanding.

MASTEC, INC.

FORM 10-Q

QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS


		Page
Part I. FINANCIAL INFORMATION		3
Item 1	Financial Statements (Unaudited)	3
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4	Controls and Procedures	36
Part II. OTHER INFORMATION		37
Item 1	Legal Proceedings	37
Item 1A	Risk Factors	37
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 4	Mine Safety Disclosures	37
Item 5	Other Information	37
Item 6	Exhibits	38
SIGNATURES		39

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MASTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited - in thousands, except per share amounts)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	2,961,086	$	2,874,115	$	5,647,935	$	5,458,774
Costs of revenue, excluding depreciation and amortization	2,540,447		2,484,780		4,920,119		4,844,274
Depreciation	102,141		103,038		209,576		210,285
Amortization of intangible assets	33,611		42,043		67,301		83,987
General and administrative expenses	167,081		176,155		332,618		340,069
Interest expense, net	50,571		59,415		102,630		112,108
Equity in earnings of unconsolidated affiliates, net	(5,892)		(7,496)		(15,111)		(16,648)
Loss on extinguishment of debt	11,344		—		11,344		—
Other (income) expense, net	(1,329)		(3,508)		1,884		(9,709)
Income (loss) before income taxes	$	63,112	$	19,688	$	17,574	$	(105,592)
(Provision for) benefit from income taxes	(19,344)		(2,934)		(8,265)		41,800
Net income (loss)	$	43,768	$	16,754	$	9,309	$	(63,792)
Net income attributable to non-controlling interests	9,780		1,212		16,501		1,206
Net income (loss) attributable to MasTec, Inc.	$	33,988	$	15,542	$	(7,192)	$	(64,998)

Earnings (loss) per share (Note 2):
Basic earnings (loss) per share	$	0.44	$	0.20	$	(0.09)	$	(0.84)
Basic weighted average common shares outstanding	78,038		77,635		77,984		77,306

Diluted earnings (loss) per share	$	0.43	$	0.20	$	(0.09)	$	(0.84)
Diluted weighted average common shares outstanding	78,860		78,372		77,984		77,306

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited - in thousands)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	43,768	$	16,754	$	9,309	$	(63,792)
Other comprehensive (loss) income:
Foreign currency translation (losses) gains, net of tax	(998)		1,007		(1,379)		1,679
Unrealized gains on investment activity, net of tax	123		4,576		2,847		399
Comprehensive income (loss)	$	42,893	$	22,337	$	10,777	$	(61,714)
Comprehensive income attributable to non-controlling interests	9,780		1,212		16,501		1,206
Comprehensive income (loss) attributable to MasTec, Inc.	$	33,113	$	21,125	$	(5,724)	$	(62,920)

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited - in thousands, except share information)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	297,586	$	529,561
Accounts receivable, net of allowance	1,341,983		1,370,074
Contract assets	1,533,543		1,756,381
Inventories, net	107,883		108,146
Prepaid expenses	101,202		105,880
Other current assets	94,867		104,211
Total current assets	$	3,477,064	$	3,974,253
Property and equipment, net	1,514,660		1,651,462
Operating lease right-of-use assets	418,893		418,685
Goodwill, net	2,125,893		2,126,366
Other intangible assets, net	717,232		784,260
Other long-term assets	425,244		418,485
Total assets	$	8,678,986	$	9,373,511
Liabilities and equity
Current liabilities:
Current portion of long-term debt, including finance leases	$	201,458	$	177,246
Current portion of operating lease liabilities	147,039		137,765
Accounts payable	993,982		1,242,602
Accrued salaries and wages	192,441		198,943
Other accrued expenses	403,495		415,075
Contract liabilities	620,676		480,967
Other current liabilities	188,818		184,621
Total current liabilities	$	2,747,909	$	2,837,219
Long-term debt, including finance leases	2,359,637		2,888,058
Long-term operating lease liabilities	283,117		292,873
Deferred income taxes	326,249		390,399
Other long-term liabilities	227,967		243,701
Total liabilities	$	5,944,879	$	6,652,250
Commitments and contingencies (Note 12)
Equity
Preferred stock, $1.00 par value: authorized shares - 5,000,000; issued and outstanding shares – none	$	—	$	—
Common stock, $0.10 par value: authorized shares - 145,000,000; issued shares - 99,044,551 and 99,093,134 (including 1,321,507 and 1,504,996 of unvested stock awards) as of June 30, 2024 and December 31, 2023, respectively	9,904		9,909
Capital surplus	1,277,301		1,263,360
Retained earnings	2,138,601		2,145,793
Accumulated other comprehensive loss	(51,529)		(52,997)
Treasury stock, at cost: 19,813,055 shares as of both June 30, 2024 and December 31, 2023.	(659,913)		(659,913)
Total MasTec, Inc. shareholders’ equity	$	2,714,364	$	2,706,152
Non-controlling interests	$	19,743	$	15,109
Total equity	$	2,734,107	$	2,721,261
Total liabilities and equity	$	8,678,986	$	9,373,511

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited - in thousands, except shares)


	Common Stock			Treasury Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total MasTec, Inc. Shareholders’ Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended June 30, 2024
Balance as of March 31, 2024	99,272,155	$	9,927	(19,813,055)	$	(659,913)	$	1,270,291	$	2,104,613	$	(50,654)	$	2,674,264	$	15,760	$	2,690,024
Net income									33,988				33,988		9,780		43,768
Other comprehensive loss											(875)		(875)				(875)
Non-cash stock-based compensation							7,025						7,025				7,025
Forfeiture of restricted shares, net	(227,257)	(23)					23						—				—
Shares withheld for taxes, net of other stock issuances	(347)	—					(38)						(38)				(38)


Distributions to non-controlling interests													—		(5,797)		(5,797)



Balance as of June 30, 2024	99,044,551	$	9,904	(19,813,055)	$	(659,913)	$	1,277,301	$	2,138,601	$	(51,529)	$	2,714,364	$	19,743	$	2,734,107

For the Three Months Ended June 30, 2023
Balance as of March 31, 2023	98,674,997	$	9,867	(19,813,055)	$	(659,913)	$	1,235,608	$	2,115,202	$	(54,460)	$	2,646,304	$	1,328	$	2,647,632
Net income									15,542				15,542		1,212		16,754
Other comprehensive income											5,583		5,583				5,583
Non-cash stock-based compensation							8,575						8,575				8,575
Forfeiture of restricted shares, net	(2,244)	—					—						—				—
Shares withheld for taxes, net of other stock issuances	(381)	—					2,851						2,851				2,851
Issuance of shares in connection with acquisition	1,877	—					197						197				197



Acquisition-related assumption of non-controlling interest													—		6,828		6,828
Balance as of June 30, 2023	98,674,249	$	9,867	(19,813,055)	$	(659,913)	$	1,247,231	$	2,130,744	$	(48,877)	$	2,679,052	$	9,368	$	2,688,420

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited - in thousands, except shares)


	Common Stock			Treasury Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total MasTec, Inc. Shareholders’ Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
For the Six Months Ended June 30, 2024
Balance as of December 31, 2023	99,093,134	$	9,909	(19,813,055)	$	(659,913)	$	1,263,360	$	2,145,793	$	(52,997)	$	2,706,152	$	15,109	$	2,721,261
Net (loss) income									(7,192)				(7,192)		16,501		9,309
Other comprehensive income											1,468		1,468				1,468
Non-cash stock-based compensation							16,698						16,698				16,698
Forfeiture of restricted shares, net	(16,611)	(2)					2						—				—
Shares withheld for taxes, net of other stock issuances	(31,972)	(3)					(2,759)						(2,762)				(2,762)

Distributions to non-controlling interests													—		(12,632)		(12,632)


Acquisition-related assumption of non-controlling interest													—		765		765
Balance as of June 30, 2024	99,044,551	$	9,904	(19,813,055)	$	(659,913)	$	1,277,301	$	2,138,601	$	(51,529)	$	2,714,364	$	19,743	$	2,734,107

For the Six Months Ended June 30, 2023
Balance as of December 31, 2022	98,615,105	$	9,862	(19,933,055)	$	(663,910)	$	1,246,590	$	2,195,742	$	(50,955)	$	2,737,329	$	3,858	$	2,741,187
Net (loss) income									(64,998)				(64,998)		1,206		(63,792)
Other comprehensive income											2,078		2,078				2,078
Non-cash stock-based compensation							17,090						17,090				17,090
Issuance of restricted shares, net	172,589	17					(17)						—				—
Shares withheld for taxes, net of other stock issuances	(117,557)	(12)					(5,362)						(5,374)				(5,374)
Issuance of shares in connection with acquisition	4,112	—					403						403				403


Purchase of non-controlling interests				120,000	3,997		(11,473)						(7,476)		(2,524)		(10,000)
Acquisition-related assumption of non-controlling interest													—		6,828		6,828
Balance as of June 30, 2023	98,674,249	$	9,867	(19,813,055)	$	(659,913)	$	1,247,231	$	2,130,744	$	(48,877)	$	2,679,052	$	9,368	$	2,688,420

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited - in thousands)


	For the Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	9,309	$	(63,792)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation	209,576		210,285
Amortization of intangible assets	67,301		83,987
Non-cash stock-based compensation expense	16,698		17,090
Benefit from deferred income taxes	(65,312)		(42,548)


Equity in earnings of unconsolidated affiliates, net	(15,111)		(16,648)
Gains on sales and impairments of assets, net	(9,415)		(13,598)
Loss on extinguishment of debt	11,344		—
Non-cash interest expense, net	2,885		2,864
Other non-cash items, net	12,714		389
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	45,258		(61,606)
Contract assets	222,547		(97,689)
Inventories	10,113		3,693
Other assets, current and long-term portion	35,805		38,324
Accounts payable and accrued expenses	(312,882)		(204,453)
Contract liabilities	139,745		65,404
Other liabilities, current and long-term portion	(8,376)		(19,612)
Net cash provided by (used in) operating activities	$	372,199	$	(97,910)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(61)		(63,880)
Capital expenditures	(56,907)		(119,067)
Proceeds from sales of property and equipment	31,079		42,570
Payments for other investments	(884)		(1,627)
Proceeds from other investments	—		425
Other investing activities, net	2,303		119
Net cash used in investing activities	$	(24,470)	$	(141,460)
Cash flows from financing activities:
Proceeds from credit facilities	2,108,500		1,687,400
Repayments of credit facilities and term loans	(2,933,375)		(1,580,775)
Proceeds from issuance of 5.900% senior notes	549,758		—
Repayments of 6.625% senior notes	(203,709)		—

Payments of finance lease obligations	(71,226)		(85,223)

Payments of acquisition-related contingent consideration	(2,874)		(8,955)

Payments to non-controlling interests, including acquisition of interests and distributions	(12,632)		(11,660)

Payments for stock-based awards	(2,761)		(10,256)


Other financing activities, net	(10,759)		(2,686)
Net cash used in financing activities	$	(579,078)	$	(12,155)
Effect of currency translation on cash	(626)		838
Net decrease in cash and cash equivalents	$	(231,975)	$	(250,687)
Cash and cash equivalents - beginning of period	$	529,561	$	370,592
Cash and cash equivalents - end of period	$	297,586	$	119,905


Supplemental cash flow information:
Interest paid	$	104,622	$	111,969
Income taxes paid, net of refunds	$	44,996	$	13,947
Supplemental disclosure of non-cash information:
Additions to property and equipment from finance leases and other financing arrangements	$	53,093	$	84,323

The accompanying notes are an integral part of these consolidated financial statements.

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Business, Basis of Presentation and Significant Accounting Policies

Nature of the Business

MasTec, Inc. (collectively with its subsidiaries, “MasTec,” or the “Company”) is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure, such as: wireless, wireline/fiber and customer fulfillment activities; power delivery infrastructure, including transmission, distribution, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. MasTec’s customers are primarily in these industries. MasTec reports its results under five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas; and (5) Other.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023 contained in the Company’s 2023 Annual Report on Form 10-K (the “2023 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented have been included. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these consolidated financial statements are adequate to make the information not misleading.

Principles of Consolidation

The accompanying consolidated financial statements include MasTec, Inc. and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Other parties’ interests in entities that MasTec consolidates are reported as non-controlling interests within equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. Investments in entities for which the Company does not have a controlling financial interest, but over which it has the ability to exert significant influence, are accounted for under the equity method of accounting. For equity investees in which the Company has an undivided interest in the assets, liabilities and profits or losses of an unincorporated entity, but does not exercise control over the entity, the Company consolidates its proportional interest in the accounts of the entity.

Translation of Foreign Currencies

The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all of the Company’s foreign operations use their local currency as their functional currency. For foreign operations for which the local currency is not the functional currency, the operation’s non-monetary assets are remeasured into U.S. dollars at historical exchange rates. All other accounts are remeasured at current exchange rates. Gains or losses from remeasurement are included in other income or expense, net. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in other income or expense, net.

In these consolidated financial statements, “$” means U.S. dollars unless otherwise noted.

Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue from contracts with customers when, or as, control of promised services and goods is transferred to customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the services and goods transferred. The Company primarily recognizes revenue over time utilizing the cost-to-cost measure of progress, which best depicts the continuous transfer of control of goods or services to the customer, and correspondingly, when performance obligations are satisfied for the related contracts.

Contracts. The Company derives revenue primarily from construction projects performed under: (i) master service and other service agreements, which generally provide a menu of available services in a specific geographic territory that are utilized on an as-needed basis, and are typically priced using either a time and materials or a fixed price per unit basis; and (ii) contracts for specific projects requiring the construction and installation of an entire infrastructure system, or specified units within an infrastructure system, which may be subject to one or multiple pricing models, including fixed price, unit price, time and materials, or cost plus a markup. Revenue derived from projects performed under master service and other service agreements totaled 40% and 43% of consolidated revenue for the three month periods ended June 30, 2024 and 2023, respectively, and totaled 40% and 45% for the six month periods ended June 30, 2024 and 2023, respectively.

For certain master service and other service agreements, revenue is recognized at a point in time, primarily for install-to-the-home and certain other wireless services in the Company’s Communications segment, and to a lesser extent, certain revenue in the Company’s Clean Energy and Infrastructure and Oil and Gas segments. Point in time revenue is recognized when the work order has been fulfilled, which, for the majority of the Company’s point in time revenue, is the same day it is initiated. Point in time revenue accounted for approximately 2% of consolidated revenue for both the three and six month periods ended June 30, 2024, and totaled approximately 3% for both the three and six month periods ended June 30, 2023.

The total contract transaction price and cost estimation processes used for recognizing revenue over time under the cost-to-cost method is based primarily on the professional knowledge and experience of the Company’s project managers, operational and financial professionals and other professional expertise, as warranted. Management reviews estimates of total contract transaction price and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of the estimated amount and probability of variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and the Company’s profit recognition. Changes in these factors could result in revisions to the amount of revenue recognized in the period in which the revisions are determined, which revisions could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined based on management’s estimates. For the six month periods ended June 30, 2024 and 2023, project profit was affected by less than 5% as a result of changes in contract estimates included in projects that were in process as of December 31, 2023 and 2022. Changes in recognized revenue, net, as a result of changes in total contract transaction price estimates, including from variable consideration, and/or changes in cost estimates, related to performance obligations satisfied or partially satisfied in prior periods positively affected revenue by approximately 0.4% and 1.5% for the three month periods ended June 30, 2024 and 2023, respectively, and such net changes positively affected revenue by approximately 0.2% and 0.6% for the six month periods ended June 30, 2024 and 2023, respectively.

Performance Obligations. A performance obligation is a contractual promise to transfer a distinct good or service to a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. The Company’s contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. The majority of the Company’s performance obligations are completed within one year.

Remaining performance obligations represent the amount of unearned transaction prices under contracts for which work is wholly or partially unperformed, including the Company’s share of unearned transaction prices from its proportionately consolidated non-controlled joint ventures. As of June 30, 2024, the amount of the Company’s remaining performance obligations was $9.3 billion. Based on current expectations, the Company anticipates it will recognize approximately $4.2 billion, or 45.0%, of its remaining performance obligations as revenue during 2024, with the majority of the remaining balance expected to be recognized over the subsequent two year period.

Variable Consideration. Transaction prices for the Company’s contracts may include variable consideration, which comprises items such as change orders, claims and incentives. Management estimates variable consideration for a performance obligation utilizing estimation methods that it believes best predict the amount of consideration to which the Company will be entitled. Management’s estimates of variable consideration and the determination of whether to include estimated amounts in transaction prices are based largely on specific discussions, correspondence or preliminary negotiations and past practices with the customer, engineering studies and legal advice and all other relevant information that is reasonably available at the time of the estimate. To the extent unapproved change orders, claims and other variable consideration reflected in transaction prices are not resolved in the Company’s favor, or to the extent incentives reflected in transaction prices are not earned, there could be reductions in, or reversals of, previously recognized revenue.

As of June 30, 2024 and December 31, 2023, the Company’s contract transaction prices included approximately $175 million and $194 million, respectively, of change orders and/or claims for certain contracts that were in the process of being resolved in the ordinary course of its business, including through negotiation, arbitration and other proceedings. These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. As of both June 30, 2024 and December 31, 2023, these change orders and/or claims primarily related to certain projects in the Company’s Clean Energy and Infrastructure and Power Delivery segments. The Company actively engages with its customers to complete the final approval process for such amounts and generally expects these processes to be completed within one year. Amounts ultimately realized upon final agreement by customers could be higher or lower than such estimated amounts.

Recent Accounting Pronouncements

The discussion below describes the effects of recent accounting pronouncements, as updated from the discussion in the Company’s 2023 Form 10-K.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”) to clarify existing guidance and reduce diversity in practice in the accounting for joint ventures. ASU 2023-05 addresses the accounting for contributions made to a joint venture upon formation in a joint venture’s separate financial statements. The provisions of this ASU require that a joint venture initially measure all contributions received upon its formation at fair value, largely consistent with Topic 805, Business Combinations. The amendments in this ASU are not applicable to the formation of proportionately consolidated joint ventures. ASU 2023-05 is effective prospectively for all joint ventures with a formation date on or after January 1, 2025, with early adoption permitted on a retrospective basis for joint ventures formed before January 1, 2025. The Company is currently evaluating the effects of this ASU.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to enhance segment reporting disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, as well as disclosure of the total amount and description of other segment items by reportable segment. This ASU also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. Under ASU 2023-07, the disclosures that are currently required on an annual basis under Topic 280, Segment Reporting,

pertaining to reportable segment profit or loss and assets will also be required for interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application. Early adoption is permitted. The Company is currently evaluating the effect of this ASU on its segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires greater standardization and disaggregation of categories within an entity’s tax rate reconciliation disclosure, as well as disclosure of income taxes paid by jurisdiction, among other requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 is effective on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effects of this ASU on its income tax disclosures.

In March 2024, the Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related disclosures in registration statements and annual reports. The new rules are scheduled to begin to phase in for fiscal years beginning on or after January 1, 2025, on a prospective basis. On April 4, 2024, the SEC voluntarily stayed implementation of the final rules pending certain legal challenges to the rules. The Company is currently monitoring developments related to the rules and evaluating their potential effect on its consolidated financial statements.

Note 2 – Earnings Per Share

Basic earnings or loss per share is computed by dividing net income or loss attributable to MasTec by the weighted average number of common shares outstanding for the period, which excludes non-participating unvested restricted share awards. Diluted earnings per share is computed by dividing net income attributable to MasTec by the weighted average number of fully diluted shares, as calculated primarily under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as issued but unvested restricted shares.

The following table provides details underlying the Company’s earnings per share calculations for the periods indicated (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss) attributable to MasTec:
Net income (loss) - basic and diluted	$	33,988	$	15,542	$	(7,192)	$	(64,998)


Weighted average shares outstanding:
Weighted average shares outstanding - basic	78,038		77,635		77,984		77,306
Dilutive common stock equivalents (a)	822		737		—		—
Weighted average shares outstanding - diluted	78,860		78,372		77,984		77,306

(a)For the three month periods ended June 30, 2024 and 2023, anti-dilutive common stock equivalents totaled approximately 5,000 and 2,000 shares, respectively, and for the six month periods ended June 30, 2024 and 2023, such shares totaled approximately 929,000 and 1,147,000, respectively.

Note 3 – Acquisitions, Goodwill and Other Intangible Assets, Net

The following table provides a reconciliation of changes in goodwill by reportable segment for the six month period ended June 30, 2024 (in millions):


	Communications		Clean Energy and Infrastructure		Power Delivery		Oil and Gas		Total Goodwill
Goodwill, gross, as of December 31, 2023	$	646.9	$	742.0	$	270.8	$	586.0	$	2,245.7
Accumulated impairment loss (a)	—		—		—		(119.3)		(119.3)
Goodwill, net, as of December 31, 2023	$	646.9	$	742.0	$	270.8	$	466.7	$	2,126.4


Currency translation adjustments	—		—		—		(0.5)		(0.5)
Goodwill, net as of June 30, 2024	$	646.9	$	742.0	$	270.8	$	466.2	$	2,125.9

(a) Accumulated impairment loss includes the effects of currency translation gains and/or losses.

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		Trade Names (a)		Other (b)		Total
Other intangible assets, gross, as of December 31, 2023	$	1,096.6	$	229.0	$	87.6	$	1,413.2
Accumulated amortization	(529.3)		(49.8)		(49.8)		(628.9)
Other intangible assets, net, as of December 31, 2023	$	567.3	$	179.2	$	37.8	$	784.3
Additions from new business combinations	0.8		—		—		0.8

Currency translation adjustments	—		—		(0.6)		(0.6)
Amortization expense	(54.7)		(9.3)		(3.3)		(67.3)
Other intangible assets, net, as of June 30, 2024	$	513.4	$	169.9	$	33.9	$	717.2

(a)Includes approximately $34.5 million of non-amortizing trade names as of both June 30, 2024 and December 31, 2023.

(b)Consists principally of pre-qualifications and non-compete agreements.

During the first quarter of 2024, the reporting units within the Power Delivery operating segment were restructured to more closely align with the segment’s end markets and to better correspond with the operational management reporting structure of the segment, including from the effects of the Company’s recent transformative acquisition efforts. Under the new reporting unit structure, each of the five components within the Power Delivery operating segment is a reporting unit. Management performed testing under the previous reporting unit structure and determined that no goodwill impairment existed, and under the new reporting unit structure the estimated fair values of all but one of the reporting units substantially exceeded their carrying values. 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. As of March 31, 2024, the reporting unit that did not substantially exceed its carrying value had approximately $47.1 million of goodwill. This reporting unit’s estimated fair value exceeded its carrying value by approximately 16%. Significant assumptions used in testing this reporting unit included terminal values based on a terminal growth rate of 3%, 5 years of discounted cash flows prior to the terminal value, including revenue growth and EBITDA margin assumptions, and a weighted average discount rate of 12%.

Additionally, no events occurred during the three month period ended June 30, 2024 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 and indefinite-lived intangible assets 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.

2024 Acquisitions. In July 2024, MasTec acquired 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, for approximately $35 million in cash and a five year earn-out liability. The Company expects to include the results of operations from the date of acquisition within the Power Delivery segment. The Company is in the process of preparing its initial valuation of the tangible and intangible assets relating to this acquisition and the allocation of the purchase price to the assets acquired and liabilities assumed.

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 Topic 805, Business Combinations (“ASC 805”), was substantially complete as of June 30, 2024, with exception for certain seller tax reimbursements. 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 Oil and Gas segment.

The aggregate purchase price of the Company’s 2023 acquisitions was composed of approximately $69 million in cash, net of cash acquired, and an earn-out liability valued at approximately $1 million. As of June 30, 2024, the remaining potential undiscounted earn-out liabilities for the 2023 acquisitions was estimated to be up to $2 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 June 30, 2024.

Acquisition and integration costs. In 2021, the Company initiated a significant transformation of its end-market business operations to focus on the nation’s transition to low-carbon energy sources and 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 three and six month periods ended June 30, 2023,

such acquisition and integration costs totaled approximately $22.7 million and $39.8 million, respectively, of which $20.4 million and $35.0 million, respectively, was included within general and administrative expenses, and of which $2.3 million and $4.8 million, respectively, was included within costs of revenue, excluding depreciation and amortization.

Note 4 – Fair Value of Financial Instruments

The Company’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable and contract assets, notes receivable, cash collateral deposited with insurance carriers, life insurance assets, equity investments, certain other assets and investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration and other liabilities, and debt obligations.

Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs, including quoted market prices for identical or similar assets or liabilities in markets that are not active; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions.

Acquisition-Related Contingent Consideration

Acquisition-related contingent consideration is composed of earn-outs, which represent the estimated fair value of future amounts payable for businesses, which we refer to as “Earn-outs,” that are contingent upon the acquired businesses achieving certain levels of earnings in the future. As of June 30, 2024 and December 31, 2023, the estimated fair value of the Company’s Earn-out liabilities totaled $71.1 million and $77.4 million, respectively. Earn-out liabilities included within other current liabilities totaled approximately $38.5 million and $29.8 million as of June 30, 2024 and December 31, 2023, respectively. The fair values of the Company’s Earn-out liabilities are estimated using income approaches such as discounted cash flows or option pricing models, both of which incorporate significant inputs not observable in the market (Level 3 inputs), including management’s estimates and entity-specific assumptions, and are evaluated on an ongoing basis. Key assumptions include the discount rate, which was 14.0% as of June 30, 2024, and probability-weighted projections of EBITDA. Significant changes in any of these assumptions could result in significantly higher or lower potential Earn-out liabilities. The ultimate payment amounts for the Company’s Earn-out liabilities will be determined based on the actual results achieved by the acquired businesses. As of June 30, 2024, the range of potential undiscounted Earn-out liabilities was estimated to be between $24 million and $82 million; however, there is no maximum payment amount.

Earn-out activity consists primarily of additions from new business combinations; changes in the expected fair value of future payment obligations; and payments. There were no additions from new business combinations or measurement period adjustments in any of the three or six month periods ended June 30, 2024 or 2023. Fair value adjustments totaled an increase, net, of approximately $4.3 million for the three month period ended June 30, 2024 and related primarily to acquisitions within the Company’s Oil and Gas segment, and for the six month period ended June 30, 2024, totaled a decrease, net, of approximately $1.8 million and related primarily to acquisitions within the Company’s Communications and Oil and Gas segments. For the three and six month periods ended June 30, 2023, fair value adjustments totaled a decrease, net, of approximately $1.8 million and $2.1 million, respectively, including decreases related to acquisitions within the Company’s Communications segment, which were largely offset by increases related to acquisitions within the Company’s Clean Energy and Infrastructure and Oil and Gas segments. Earn-out payments totaled approximately $4.6 million for both the three and six month periods ended June 30, 2024, and totaled approximately $24.5 million and $26.1 million for the three and six month periods ended June 30, 2023, respectively.

Equity Investments

The Company’s equity investments as of June 30, 2024 include: (i) the Company’s 33% equity interests in Trans-Pecos Pipeline, LLC (“TPP”) and Comanche Trail Pipeline, LLC (“CTP,” and together with TPP, the “Waha JVs”); (ii) a 15% equity interest in Cross Country Infrastructure Services, Inc. (“CCI”); (iii) the Company’s 50% equity interests in each of FM Technology Holdings, LLC, FM USA Holdings, LLC and All Communications Solutions Holdings, LLC, collectively “FM Tech”; (iv) the Company’s interests in certain proportionately consolidated non-controlled contractual joint ventures; and (v) certain other equity investments.

As of June 30, 2024 and December 31, 2023, the aggregate carrying value of the Company’s equity investments totaled approximately $328 million and $319 million, respectively. There were no impairments related to these investments in any of the three or six month periods ended June 30, 2024 or 2023.

The Waha JVs. The Waha JVs own and operate certain pipeline infrastructure that transports natural gas to the Mexican border for export. The Company’s investments in the Waha JVs are accounted for as equity method investments. Equity in earnings related to the Company’s proportionate share of income from the Waha JVs, which is included within the Company’s Other segment, totaled approximately $6.4 million and $14.1 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $7.5 million and $15.4 million for the three and six month periods ended June 30, 2023, respectively. Distributions of earnings from the Waha JVs, which are included within operating cash flows, totaled approximately $5.1 million and $9.3 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $1.5 million and $5.8 million for the three and six month periods ended June 30, 2023, respectively. Cumulative undistributed earnings from the Waha JVs, which represents cumulative equity in earnings for the Waha JVs less distributions of earnings, totaled $130.4 million as of June 30, 2024. The Company’s net investment in the Waha JVs, which differs from its proportionate share of the net assets of the Waha JVs due primarily to equity method goodwill associated with capitalized investment costs, totaled approximately $282 million and $274 million as of June 30, 2024 and December 31, 2023, respectively.

Other Investments. The Company has equity interests in certain other entities that are accounted for as equity method investments. For both the six month periods ended June 30, 2024 and 2023, the Company made equity contributions of approximately $0.2 million to these entities. The Company has subcontracting arrangements with certain of these entities for the performance of construction services, and expenses recognized in connection with these arrangements totaled approximately $1.2 million and $2.4 million for the three and six month periods ended June 30, 2024, respectively, and totaled approximately $0.7 million and $1.5 million for the three and six month periods ended June 30, 2023, respectively. As of June 30, 2024 and December 31, 2023, related amounts payable to these entities totaled approximately $0.2 million and $0.1 million, respectively. In addition, the Company has advanced amounts to certain of these entities, which for the six month periods ended June 30, 2024 and 2023, totaled approximately $0.1 million and $0.4 million, respectively. As of June 30, 2024 and December 31, 2023, receivables related to these arrangements totaled approximately $4.2 million and $4.0 million, respectively.

Variable Interest Entities. The Company has determined that certain of its investment arrangements are variable interest entities (“VIEs”). Management assesses its VIEs on an ongoing basis to determine if the Company is the primary beneficiary and if consolidation is required. As of June 30, 2024, management determined that the Company is the primary beneficiary of two of its VIEs, and accordingly, has consolidated these entities within the Company’s financial statements, with the other parties’ interests accounted for as a non-controlling interests.

The Company’s consolidated VIEs include an electric utility contractor in which the Company acquired a 49% interest in the first quarter of 2024. As of June 30, 2024 and December 31, 2023, the carrying values of assets associated with the Company’s consolidated VIEs totaled approximately $15.7 million and $1.7 million, respectively, which amounts consisted primarily of accounts receivable, net of allowance and cash. The carrying values of liabilities associated with the Company’s consolidated VIEs totaled approximately $13.8 million and $1.6 million as of June 30, 2024 and December 31, 2023, respectively, which amounts consisted primarily of accounts payable and accrued salaries and wages. The Company has not provided, nor is it obligated to provide, any financial support to any of its consolidated VIEs.

The carrying values of the Company’s VIEs that are not consolidated totaled approximately $24 million and $23 million as of June 30, 2024 and December 31, 2023, respectively, which amounts are recorded within other long-term assets in the consolidated balance sheets. Management believes that the Company’s maximum exposure to loss for its non-consolidated VIEs, inclusive of additional financing commitments, approximated $35 million as of both June 30, 2024 and December 31, 2023.

Senior Notes

As of both June 30, 2024 and December 31, 2023, the gross carrying amount of the Company’s 4.500% senior notes due August 15, 2028 (the “4.500% Senior Notes”) totaled $600.0 million, and their estimated fair value totaled approximately $571.2 million and $565.2 million for the respective periods. As of June 30, 2024, the gross carrying amount of the Company’s 5.900% senior notes due June 15, 2029 (the “5.900% Senior Notes”) totaled $550.0 million, and their estimated fair value totaled approximately $552.2 million. As of June 30, 2024 and December 31, 2023, the gross carrying amount of the Company’s 6.625% senior notes due August 15, 2029 (the “6.625% Senior Notes”) totaled $91.7 million and $284.2 million, respectively, and their estimated fair value totaled approximately $94.6 million and $273.9 million for the respective periods. As of June 30, 2024, the estimated fair values of the Company’s senior notes were determined based on an exit price approach using Level 2 inputs. In the first quarter of 2024, management reevaluated its fair value hierarchy determination for its senior notes to better align with the valuation hierarchy of the fair value guidance, which resulted in an update of the Level determination from Level 1 inputs to Level 2 inputs. The update had no effect on the reported fair values of the related senior notes.

Note 5 – Accounts Receivable, Net of Allowance, and Contract Assets and Liabilities

The following table provides details of accounts receivable, net of allowance, and contract assets (together, “accounts receivable, net”) as of the dates indicated (in millions):


	June 30, 2024		December 31, 2023
Contract billings	$	1,361.9	$	1,385.2
Less allowance	(19.9)		(15.1)
Accounts receivable, net of allowance	$	1,342.0	$	1,370.1

Retainage	$	324.9	$	356.4
Unbilled receivables	1,208.6		1,400.0
Contract assets	$	1,533.5	$	1,756.4

Contract billings represent the amount of performance obligations that have been billed but not yet collected, whereas contract assets consist of unbilled receivables and retainage. Unbilled receivables represent the estimated value of unbilled work for projects with performance obligations recognized over time. Unbilled receivables, which are included in contract assets, include amounts for work performed for which the Company has an unconditional right to receive payment and that are not subject to the completion of any other specific task, other than the billing itself. Retainage represents a portion of the contract amount that has been billed, but for which the contract allows the customer to retain a portion of the billed amount until final contract settlement. For the six month period ended June 30, 2024, provisions for credit losses totaled approximately $3.9 million, including certain project-specific reserves, and for the six month period ended June 30, 2023, provisions for credit losses totaled a recovery of approximately $0.7 million. Impairment losses on contract assets were not material in either period.

Contract liabilities consist primarily of deferred revenue. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings

in excess of revenue recognized, which is referred to as deferred revenue. Contract liabilities also include the amount of any accrued project losses. Total contract liabilities, including accrued project losses, totaled approximately $620.7 million and $481.0 million as of June 30, 2024 and December 31, 2023, respectively, of which deferred revenue comprised approximately $614.5 million and $475.2 million, respectively. The increase in contract liabilities as of June 30, 2024 was driven primarily by ordinary course project activity, including in connection with new project starts within the Company’s Clean Energy and Infrastructure segment. For the six month periods ended June 30, 2024 and 2023, the Company recognized revenue of approximately $374.1 million and $342.2 million, respectively, related to amounts that were included in deferred revenue as of December 31, 2023 and 2022, respectively, resulting primarily from the advancement of physical progress on the related projects during the respective periods.

The Company is party to certain non-recourse financing arrangements in the ordinary course of business, under which certain receivables are sold to a financial institution in return for a nominal fee. Beginning in the third quarter of 2023, the Company entered into certain additional non-recourse financing arrangements under which it continues to manage collections for the transferred receivables, and for which the corresponding servicing assets or liabilities are not material. For the six month period ended June 30, 2024, the Company sold approximately $228 million of receivables under financing arrangements for which it continues to manage collections for the transferred receivable, and, as of June 30, 2024 and December 31, 2023, outstanding sold receivables related thereto totaled approximately $85 million and $64 million, respectively, which amounts are excluded from Accounts Receivable, net of Allowance, in the consolidated balance sheets. The Company’s involvement in the collection process for these receivables is not considered to constitute significant continuing involvement, and, therefore, the receivables are accounted for as a sale under ASC Topic 860, Transfers and Servicing. Cash collections from the sale of receivables are reflected within operating activities in the consolidated statements of cash flows. The Company is also party to arrangements with certain customers that allow for early collection of receivables for a nominal fee, at the Company’s option. Discount charges related to the above described financing arrangements, which are included within interest expense, net, totaled approximately $5.1 million and $4.2 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $10.3 million and $8.0 million for the six month periods ended June 30, 2024 and 2023, respectively.

Note 6 – Debt

The following table provides details of the carrying values of debt as of the dates indicated (in millions):


Description	Maturity Date	June 30, 2024		December 31, 2023
Senior credit facility:	November 1, 2026
Revolving loans		$	360.0	$	773.0
Term loan		336.9		341.3
4.500% Senior Notes	August 15, 2028	600.0		600.0
5.900% Senior Notes	June 15, 2029	550.0		—
6.625% Senior Notes	August 15, 2029	91.7		284.2
Five-Year Term Loan Facility	October 7, 2027	292.5		300.0
Three-Year Term Loan Facility	October 7, 2025	—		400.0
Finance lease and other obligations		347.2		380.3
Total debt obligations		$	2,578.3	$	3,078.8
Less unamortized deferred financing costs		(17.2)		(13.5)
Total debt, net of deferred financing costs		$	2,561.1	$	3,065.3
Current portion of long-term debt		201.5		177.2
Long-term debt		$	2,359.6	$	2,888.1

Second Quarter 2024 Debt Transactions

On June 10, 2024, the Company completed an offering of $550 million aggregate principal amount of 5.900% Senior Notes. Interest on the 5.900% Senior Notes is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The 5.900% Senior Notes are general senior unsecured obligations of the Company, and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness. The 5.900% Senior Notes are effectively subordinated to all secured indebtedness of the Company, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all of the obligations of the subsidiaries of the Company, including trade payables. Financing costs incurred in connection with the issuance of the 5.900% Senior Notes totaled approximately $5.9 million, which will be amortized over the term of the 5.900% Senior Notes using the effective interest method.

The Company has the option to redeem all or a portion of the 5.900% Senior Notes at the redemption prices specified in the indenture that governs the 5.900% Senior Notes (the “5.900% Senior Notes Indenture”), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control triggering event, as defined in the 5.900% Senior Notes Indenture, occurs, each holder of the 5.900% Senior Notes will have the right to require the Company to repurchase all or any portion of such holder’s 5.900% Senior Notes then outstanding at a price equal to 101% of the principal amount of the 5.900% Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of holders of 5.900% Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

The 5.900% Senior Notes Indenture, among other things, generally limits the ability of the Company and certain of its subsidiaries to create liens, enter into sale and leaseback transactions and effect mergers, subject to certain exceptions. The 5.900% Senior Notes Indenture provides for customary events of default, which include, subject, in certain cases, to customary grace and cure periods, among others, nonpayment of principal or interest; breach of other covenants or agreements in the 5.900% Senior Notes Indenture; failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25% of the 5.900% Senior Notes then outstanding may declare the principal amount, premium, if any, and accrued interest on all of the 5.900% Senior Notes to be immediately due and payable.

Concurrently with the Company’s offering of the 5.900% Senior Notes, IEA Energy Services LLC (“IEA LLC”), a wholly-owned subsidiary of the Company, launched a tender offer and consent solicitation (the “IEA Tender”) for IEA LLC’s 6.625% senior notes due 2029 (the “6.625% IEA Senior Notes”). The Company used a portion of the proceeds from the 5.900% Senior Notes offering to purchase $203.7 million in aggregate principal amount of 6.625% IEA Senior Notes tendered at a price equal to 100.0% of the principal amount of the 6.625% IEA Senior Notes, plus accrued and unpaid interest to, but excluding, the payment date. In July 2024, subsequent to the IEA Tender, IEA LLC exercised its right under the indenture that governs the 6.625% IEA Senior Notes to redeem the remaining $21.4 million in aggregate principal amount of the 6.625% IEA Senior Notes at a price equal to 95.0% of the principal amount of the 6.625% IEA Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The remaining net proceeds from the 5.900% Senior Notes offering were used, along with available cash, for the repayment of the Company’s $400.0 million Three-Year Term Loan Facility. The Company recorded a pre-tax debt extinguishment loss of approximately $11.3 million in the second quarter of 2024 in connection with these transactions, which is separately presented within the Company’s consolidated statements of operations.

Senior Credit Facility

The Company maintains a $2.25 billion senior unsecured credit facility (the “Credit Facility”), which is composed of $1.9 billion of revolving commitments and a term loan with an original principal amount of $350.0 million (the “Term Loan”). The Term Loan is subject to amortization in quarterly principal installments of approximately $2.2 million, which quarterly installments increase to approximately $4.4 million in March 2025 until maturity. Quarterly principal installments on the Term Loan are subject to adjustment, if applicable, for certain prepayments. As of June 30, 2024 and December 31, 2023, the fair values of the Credit Facility and Term Loan, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated their carrying values.

Revolving loans accrued interest at weighted average rates of approximately 6.81% and 7.71% per annum as of June 30, 2024 and December 31, 2023, respectively. The Term Loan accrued interest at rates of 6.82% and 7.08% as of June 30, 2024 and December 31, 2023, respectively. Letters of credit of approximately $66.1 million and $64.9 million were issued as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024 and December 31, 2023, letter of credit fees accrued at 0.5625% and 0.6875% per annum, respectively, for performance standby letters of credit, and for financial standby letters of credit, accrued at 1.375% and 1.625% per annum, respectively. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of June 30, 2024 and December 31, 2023, availability for revolving loans totaled $1,473.9 million and $1,062.1 million, respectively, or up to $583.9 million and $585.1 million, respectively, for new letters of credit. There were no outstanding revolving borrowings denominated in foreign currencies as of either June 30, 2024 or December 31, 2023. Revolving loan borrowing capacity included $300.0 million of availability in either Canadian dollars or Mexican pesos as of both June 30, 2024 and December 31, 2023. The unused facility fee as of June 30, 2024 and December 31, 2023 accrued at rates of 0.200% and 0.225% per annum, respectively.

Other Credit Facilities

The Company has other credit facilities that support the working capital requirements of its foreign operations and certain letter of credit issuances. As of June 30, 2024, outstanding borrowings under the Company’s other credit facilities totaled approximately $1.2 million and accrued interest at a rate of 7.70%, and as of December 31, 2023, there were no outstanding borrowings. Additionally, the Company has a separate credit facility, under which it may issue up to $50.0 million of performance standby letters of credit. As of June 30, 2024 and December 31, 2023, letters of credit issued under this facility totaled $17.8 million and $17.2 million, respectively, which accrued fees at 0.75% and 0.90% per annum, respectively.

Five-Year Term Loan Facility

As of June 30, 2024, the Company had $292.5 million outstanding under an unsecured five-year term loan (the “Five-Year Term Loan”), for which the original principal amount totaled $300.0 million. The Five-Year Term Loan is subject to amortization in quarterly principal installments of approximately $3.75 million, which installments commenced on March 31, 2024 and will increase to $7.5 million on March 31, 2026 until maturity, subject to the application of certain prepayments. As of June 30, 2024 and December 31, 2023, the Five-Year Term Loan accrued interest at rates of 6.25% and 6.96%, respectively. The fair value of the Five-Year Term Loan as of June 30, 2024 and December 31, 2023, as estimated based on an income approach utilizing significant unobservable Level 3 inputs including discount rate assumptions, approximated its carrying value.

Debt Covenants

MasTec was in compliance with the provisions and covenants of its outstanding debt instruments as of both June 30, 2024 and December 31, 2023.

Additional Information

As of June 30, 2024 and December 31, 2023, accrued interest payable, which is recorded within other accrued expenses in the consolidated balance sheets, totaled $22.0 million and $24.1 million, respectively. For additional information pertaining to the Company’s debt instruments, see Note 7 – Debt in the Company’s 2023 Form 10-K.

Note 7 – Lease Obligations

In the ordinary course of business, the Company enters into agreements that provide financing for machinery and equipment and for other of its facility, vehicle and equipment needs, including certain related party leases. As of June 30, 2024, the Company’s leases have remaining lease terms of up to 15 years. Lease agreements may contain renewal clauses, which, if elected, generally extend the term of the lease for 1 to 5 years for both equipment and facility leases. Certain lease agreements may also contain options to purchase the leased property and/or options to terminate the lease. In addition, lease agreements may include periodic adjustments to payment amounts for inflation or other variables, or may require payments for taxes, insurance, maintenance or other expenses, which are generally referred to as non-lease components. The Company’s lease agreements do not contain significant residual value guarantees or material restrictive covenants.

Finance Leases

The gross amount of assets held under finance leases as of June 30, 2024 and December 31, 2023 totaled $668.4 million and $679.9 million, respectively. Assets held under finance leases, net of accumulated depreciation, totaled $437.5 million and $473.3 million as of June 30, 2024 and December 31, 2023, respectively. Depreciation expense associated with finance leases totaled $22.7 million and $24.5 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled $46.9 million and $52.5 million for the six month periods ended June 30, 2024 and 2023, respectively.

Operating Leases

Operating lease additions for the three month periods ended June 30, 2024 and 2023 totaled $35.6 million and $97.2 million, respectively, and for the six month periods ended June 30, 2024 and 2023, totaled $115.8 million and $123.5 million, respectively. For the three month periods ended June 30, 2024 and 2023, rent expense for leases that have terms in excess of one year totaled approximately $48.9 million and $37.5 million, respectively, of which $4.6 million and $3.6 million, respectively, represented variable lease costs. For the six month periods ended June 30, 2024 and 2023, rent expense for such leases totaled approximately $97.4 million and $72.7 million, respectively, of which $9.3 million and $7.6 million, respectively, represented variable lease costs. The Company also incurred rent expense for leases with terms of one year or less totaling approximately $125.4 million and $130.7 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaling approximately $261.0 million and $241.8 million for the six month periods ended June 30, 2024 and 2023, respectively. Rent expense for operating leases is generally consistent with the amount of the related payments, which payments are included within operating activities in the consolidated statements of cash flows.

Additional Lease Information

Future minimum lease commitments as of June 30, 2024 were as follows (in millions):


	Finance Leases		Operating Leases
2024, remaining six months	$	78.9	$	84.6
2025	126.4		148.1
2026	68.6		111.2
2027	28.5		61.2
2028	6.4		28.1
Thereafter	0.7		39.0
Total minimum lease payments	$	309.5	$	472.2
Less amounts representing interest	(18.3)		(42.1)
Total lease obligations, net of interest	$	291.2	$	430.1
Less current portion	138.8		147.0
Long-term portion of lease obligations, net of interest	$	152.4	$	283.1

As of June 30, 2024 and December 31, 2023, finance leases had weighted average remaining lease terms of 2.4 years and 2.6 years, respectively, and a weighted average discount rate of 4.8% and 4.7% for the respective periods. Non-cancelable operating leases had weighted average remaining lease terms of 3.8 years as of both June 30, 2024 and December 31, 2023, and a weighted average discount rate of 5.0% and 4.8% for the respective periods.

Note 8 – Stock-Based Compensation and Other Employee Benefit Plans

The Company has stock-based compensation plans, under which shares of the Company’s common stock are reserved for issuance. In May 2024, MasTec’s shareholders approved the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “2013 Incentive Plan”) and the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan (the “2011 ESPP”), which amendments included the authorization to

issue an additional 1,200,000 shares under the 2013 Incentive Plan and 1,000,000 shares under the 2011 ESPP. Under all stock-based compensation plans in effect as of June 30, 2024, there were approximately 4,441,000 shares available for future grants. Non-cash stock-based compensation expense under all plans totaled approximately $7.0 million and $8.6 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $16.7 million and $17.1 million for the six month periods ended June 30, 2024 and 2023, respectively. Income tax benefits associated with stock-based compensation arrangements totaled $1.1 million and $1.5 million for the three month periods ended June 30, 2024 and 2023, respectively. For the six month periods ended June 30, 2024 and 2023, income tax benefits totaled $3.0 million and $11.8 million, respectively, including net tax shortfalls related to the vesting of share-based payment awards totaling $0.1 million and net tax benefits totaling $8.9 million, respectively.

Restricted Shares

MasTec grants restricted stock awards and restricted stock units (together, “restricted shares”) to eligible participants, which are valued based on the closing market share price of MasTec common stock (the “market price”) on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. As of June 30, 2024, total unearned compensation related to restricted shares was approximately $52.7 million, which amount is expected to be recognized over a weighted average period of approximately 2.0 years. The fair value of restricted shares that vested, which is based on the market price on the date of vesting, totaled approximately $1.1 million and $0.7 million for the three month periods ended June 30, 2024 and 2023, respectively, and totaled approximately $14.4 million and $78.0 million for the six month periods ended June 30, 2024 and 2023, respectively.


Activity, restricted shares: (a)	Restricted Shares	Per Share Weighted Average Grant Date Fair Value
Non-vested restricted shares, as of December 31, 2023	1,505,996	$	71.35
Granted	237,228	86.65
Vested	(166,878)	91.41
Canceled/forfeited	(253,839)	50.68
Non-vested restricted shares, as of June 30, 2024	1,322,507	$	75.53

(a) Includes 1,000 restricted stock units as of both June 30, 2024 and December 31, 2023.

Employee Stock Purchase Plans

The Company has certain employee stock purchase plans (collectively, “ESPPs”), under which shares of the Company’s common stock are available for purchase by eligible participants. Under the ESPPs, eligible participants are permitted to purchase MasTec, Inc. common stock at 85% of the fair market value of the shares on the date of purchase, which occurs on the last trading day of each two week offering period. At the Company’s discretion, share purchases may be satisfied by delivering either newly issued common shares, or common shares reacquired on the open market or in privately negotiated transactions.

For the three month periods ended June 30, 2024 and 2023, participants under the Company’s ESPPs purchased 24,944 shares and 25,353 shares, respectively, for $2.1 million in both periods, and for the six month periods ended June 30, 2024 and 2023, 54,858 shares and 46,651 shares, respectively, were purchased for $4.0 million and $3.8 million, respectively. In each of the three and six month periods ended June 30, 2024 and 2023, shares purchased by participants under the Company’s ESPPs were delivered with shares reacquired by the Company on the open market. Compensation expense associated with the Company’s ESPPs totaled approximately $0.4 million for both the three month periods ended June 30, 2024 and 2023, and totaled approximately $0.8 million and $0.7 million for the six month periods ended June 30, 2024 and 2023, respectively.

Note 9 – Equity

Share Repurchases

The Company’s share repurchase program provides for the repurchase, from time to time, of MasTec common shares in open market transactions or in privately negotiated transactions in accordance with applicable securities laws. The Company’s share repurchase program does not have an expiration date and may be modified or suspended at any time at the Company’s discretion. There were no share repurchases under the Company’s share repurchase program in any of the three or six month periods ended June 30, 2024 or 2023. As of June 30, 2024, $77.3 million was available for future share repurchases under the Company’s March 2020 share repurchase program.

Accumulated Other Comprehensive Loss

Unrealized foreign currency translation activity, net, in each of the three and six month periods ended June 30, 2024 and 2023 relates primarily to the Company’s activities in Canada and Mexico. Other unrealized activity within accumulated comprehensive loss in each of the three and six month periods ended June 30, 2024 and 2023 relates to unrealized investment gains or losses associated with interest rate swaps for the Waha JVs.

Note 10 – Income Taxes

In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income, permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which the Company operates. The effect of significant discrete items is separately recognized in the quarter(s) in which they occur. For the three month periods ended June 30, 2024 and 2023, the Company’s consolidated effective tax rates were 30.7% and 14.9%, respectively, and for the six month periods ended June 30, 2024 and 2023 were 47.0% and 39.6%, respectively. The Company’s effective tax rate for the six month period ended June 30, 2024 included the effect of an increase in non-deductible expenses as compared with the same period in 2023. For the six month period ended June 30, 2023, the Company’s effective tax rate included a net tax benefit of approximately $8.9 million related to share-based payment awards and a benefit from certain prior period tax return adjustments.

Note 11 – Segments and Related Information

Segment Discussion

The Company manages its operations under five operating segments, which represent its five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Oil and Gas and (5) Other. This structure is generally focused on broad end-user markets for the Company’s labor-based construction services. The Company’s reportable segments derive their revenue primarily from the engineering, installation and maintenance of infrastructure, primarily in North America.

The Communications segment performs engineering, construction, maintenance and customer fulfillment activities related to communications infrastructure, primarily for wireless and wireline/fiber communications and install-to-the-home customers, as well as infrastructure for utilities, among others. The Clean Energy and Infrastructure segment primarily serves energy, utility, government and other end-markets through the installation and construction of power generation facilities, primarily from clean energy and renewable sources, such as wind, solar, biomass, natural gas and hydrogen, as well as battery storage systems for renewable energy; various types of heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. The Power Delivery segment primarily serves the energy and utility industries through the engineering, construction and maintenance of power transmission and distribution infrastructure, including electrical and gas transmission lines, distribution network systems and substations; and environmental planning and compliance services. The Oil and Gas segment performs engineering, construction, maintenance and other services for pipeline infrastructure, including natural gas, water and carbon capture sequestration pipelines, as well as pipeline integrity and other services for the energy and utilities industries. The Other segment includes certain equity investees, the services of which may vary from those provided by the Company’s primary segments, as well as other small business units with activities in certain international end-markets.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of its consolidated financial information determined in accordance with U.S. GAAP with certain additional financial measures, including EBITDA. The Company believes these additional financial measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core, or underlying, operating results for its reportable segments, as well as items that can vary widely across different industries or among companies within the same industry. Management also uses these additional financial measures, including EBITDA, to allocate resources. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA.

Summarized financial information for MasTec’s reportable segments is presented and reconciled to consolidated financial information for total MasTec in the following tables, including a reconciliation of consolidated income before income taxes to EBITDA, all of which are presented in millions. The tables below may contain slight summation differences due to rounding.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Revenue:	2024		2023		2024		2023
Communications (a)	$	824.6	$	868.7	$	1,557.5	$	1,675.2
Clean Energy and Infrastructure	942.3		969.7		1,695.8		1,794.6
Power Delivery	636.6		702.6		1,207.5		1,412.0
Oil and Gas	572.4		341.8		1,206.2		598.3
Other	—		—		—		—
Eliminations	(14.8)		(8.7)		(19.1)		(21.3)
Consolidated revenue	$	2,961.1	$	2,874.1	$	5,647.9	$	5,458.8

(a) Revenue generated primarily by utilities customers represented 25.0% and 23.6% of Communications segment revenue for the three month periods ended June 30, 2024 and 2023, respectively, and represented 26.3% and 23.6% for the six month periods ended June 30, 2024 and 2023, respectively.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
EBITDA:	2024		2023		2024		2023
Communications	$	81.9	$	89.5	$	130.7	$	142.3
Clean Energy and Infrastructure	47.4		33.2		67.8		38.5
Power Delivery	51.4		57.1		78.7		104.5
Oil and Gas	135.1		77.0		227.8		91.5
Other	2.8		6.8		9.8		13.9
Segment EBITDA	$	318.6	$	263.6	$	514.8	$	390.7

For both the three and six month periods ended June 30, 2024, Corporate EBITDA included a loss on debt extinguishment of $11.3 million. For the three month period ended June 30, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $4.6 million, $16.4 million and $0.3 million, respectively, of acquisition and integration costs related to certain acquisitions, and Corporate EBITDA included $1.4 million of such costs, and, for the six month period ended June 30, 2023, $13.5 million, $21.7 million , $1.9 million and $2.7 million, of such costs were included in EBITDA of the segments and Corporate, respectively. Additionally, for the six month period ended June 30, 2023, Corporate EBITDA included fair value losses of $0.2 million related to an investment.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
EBITDA Reconciliation:	2024		2023		2024		2023
Income (loss) before income taxes	$	63.1	$	19.7	$	17.6	$	(105.6)
Plus:
Interest expense, net	50.6		59.4		102.6		112.1
Depreciation	102.1		103.0		209.6