MASTEC INC

Previous wording

We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions. Although the Federal Reserve has periodically lowered short-term interest rates since September 2024, interest rates, particularly long-term rates, remain elevated and the timing, direction and extent of any future interest rate changes remain uncertain. We expect the remainder of 2025 to continue to be a dynamic macroeconomic environment, with elevated market interest rates and continuing levels of cost inflation due, in part, to trade actions discussed below, and potential market volatility, any or all of which could adversely affect our costs and customer demand.

Current wording

We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions. Interest rates, particularly long-term rates, remain elevated and the timing, direction and extent of any future interest rate changes from the Federal Reserve remain uncertain. We expect the remainder of 2025 to continue to be a dynamic macroeconomic environment, with elevated market interest rates and continuing levels of cost inflation due, in part, to trade actions discussed below, and potential market volatility, any or all of which could adversely affect our costs and customer demand.

Previous wording

As disclosed within our “Risk Factors” in our 2024 Form 10-K and Item 1A, “Risk Factors” of this Form 10-Q, we are subject to risks related to, among other factors, trade actions, including tariffs and export restrictions that may have significant effects on macroeconomic conditions. In April 2025, the U.S. government announced a variety of tariff actions in response to which many countries have announced retaliatory trade actions, including tariffs on U.S. exports. These actions have increased the cost of importing certain construction materials into the U.S., including steel, concrete and solar panels, and have caused disruption and uncertainty to both international trade and supply chains, as well as financial markets. It is unclear, however, to what extent, when and for how long announced trade actions will be implemented.

Current wording

As disclosed within our “Risk Factors” in our 2024 Form 10-K and Item 1A, “Risk Factors” of this Form 10-Q, we are subject to risks related to, among other factors, trade actions, including tariffs, that may have significant effects on macroeconomic conditions. During the first half of 2025, the U.S. government announced or imposed a variety of tariff actions, in response to which many countries have announced retaliatory trade actions, including tariffs on U.S. exports. These actions have increased the cost of importing certain construction materials into the U.S., including steel, concrete, copper and solar panels, and have caused disruption and uncertainty to both international trade and supply chains, as well as financial markets. It is unclear to what extent, if not yet already, when and for how long announced trade actions will be implemented.

Previous wording

To date, these trade actions have had no meaningful impact on the results of our operations or the projects currently underway as the construction materials and equipment used for our current projects have generally been sourced and/or secured upon project inception. We are, however, evaluating the potential impacts of these proposed tariffs, including potential impacts to our customers, as well as our ability to mitigate their related impacts. In addition, economic experts and policy makers have expressed concerns that increased tariffs and other trade actions could increase inflation or the risk of a recession, which could also affect our customers’ capital spending plans and demand for our services.

Current wording

While these trade actions have not had a meaningful impact on the results of our operations, we are monitoring and evaluating the potential impacts of these newly imposed and proposed tariffs and other trade measures, including potential impacts to our customers, as well as our ability to mitigate their related impacts. However, the tariff environment remains highly dynamic and there is no assurance that we will be successful in mitigating such impacts. Economic experts and policy makers have cautioned that prolonged disruptions to global trade from tariffs and other trade actions could increase inflation, which could also affect our customers’ capital spending plans and demand for our services.

Previous wording

In addition, the impact of other trade policies, immigration policies, reduced federal government support for renewable power and other infrastructure projects, and increased federal support for oil and gas production may have both negative and positive effects on the demand for our services, capital costs, labor costs and availability and costs of our operations. We will continue to monitor the market and economic conditions. The extent to which general economic, market, political and regulatory conditions could affect our business, operations and financial results is uncertain as it will depend upon numerous evolving factors that we may not be able to accurately predict, and, therefore, any future impacts on our business, financial condition and/or results of operations cannot be quantified or predicted with specificity. For additional information regarding the effects of general economic, market and regulatory conditions, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Form 10-K.

Current wording

We will continue to monitor the market and economic conditions. The extent to which general economic, market, political and regulatory conditions could affect our business, operations and financial results is uncertain as it will depend upon numerous evolving factors that we may not be able to accurately predict, and, therefore, any future impacts on our business, financial condition and/or results of operations cannot be quantified or predicted with specificity. For additional information regarding the effects of general economic, market and regulatory conditions, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Form 10-K.

Previous wording

heavy civil and industrial infrastructure, including roads, bridges and rail; and environmental remediation services. Our customers are primarily in these industries. Including our predecessor companies, we have been in business for over 95 years. For the twelve month period ended March 31, 2025, we had an average of approxi mately 32,000 employees and 770 locations, and as of March 31, 2025, we had approximately 32,000 employees and 780 locations. Weoffer our services under the MasTec®and other service marks and we are ranked among the top five contractors within Engineering News-Record’s Top 400 Contractors.

Current wording

We are a leading North American infrastructure engineering and construction company focused primarily on engineering, building, installation, maintenance and upgrade of communications, energy and utility and other infrastructure, such as: wireless, wireline/fiber; power delivery infrastructure, including transmission, distribution, grid hardening and modernization, 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. Our customers are primarily in these industries. Including our predecessor companies, we have been in business for over 95 years. For the twelve months ended June 30, 2025, we had an average of approxi mately 33,000 employees and 790 locations, and as of June 30, 2025, we had approximately 36,000 employees and 810 locations. Weoffer our services under the MasTec®and other service marks and we are ranked among the top five contractors within Engineering News-Record’s Top 400 Contractors.

Previous wording

Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. Based on current expectations of our customers’ requirements, we anticipate that we will realize approximately 60% of our estimated March 31, 2025 backlog in 2025. The following table presents 18-month estimated backlog by reportable segment as of the periods indicated:

Current wording

Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. Based on current expectations of our customers’ requirements, we anticipate that we will realize approximately 45% of our estimated June 30, 2025 backlog in 2025. The following table presents 18-month estimated backlog by reportable segment as of the periods indicated:

Previous wording

As of March 31, 2025, 51% of our backlog is estimated to be attributable to amounts under master service or other service agreements, pursuant to which our customers are not contractually committed to purchase a minimum amount of services. Most of these agreements can be canceled on short or no advance notice. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer, regulatory or other delays or cancellations, including from factors relative to “General Economic, Market and Regulatory Conditions” mentioned above. These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. We occasionally experience postponements, cancellations and reductions in expected future work due to these effects and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.

Current wording

As of June 30, 2025, 48% of our backlog is estimated to be attributable to amounts under master service or other service agreements, pursuant to which our customers are not contractually committed to purchase a minimum amount of services. Most of these agreements can be canceled on short or no advance notice. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer, regulatory or other delays or cancellations, including from factors relative to “General Economic, Market and Regulatory Conditions” mentioned above. These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. We occasionally experience postponements, cancellations and reductions in expected future work due to these effects and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.

Previous wording

Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Backlog differs from the amount of our remaining performance obligations, which are described in Note 1 – Business, Basis of Presentation and Significant Accounting Policies in the notes to the consolidated financial statements, which is incorporated by reference. As of March 31, 2025, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $7.8 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $2.9 billion of remaining performance obligations and estimated future revenue under master service and other service agreements in excess of 18 months, which amount is not included in the backlog estimates above. Backlog expected to be realized in 2025 differs from the amount of remaining performance obligations expected to be recognized for the same period due primarily to the inclusion of approximately $2.7 billion of estimated future revenue under master service and other service agreements included within our backlog estimate, which is not included within our remaining performance obligations for the same period.

Current wording

Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Backlog differs from the amount of our remaining performance obligations, which are described in Note 1 – Business, Basis of Presentation and Significant Accounting Policies in the notes to the consolidated financial statements, which is incorporated by reference. As of June 30, 2025, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $7.9 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $2.8 billion of remaining performance obligations and estimated future revenue under master service and other service agreements in excess of 18 months, which amount is not included in the backlog estimates above. Backlog expected to be realized in 2025 differs from the amount of remaining performance obligations expected to be recognized for the same period due primarily to the inclusion of approximately $1.8 billion of estimated future revenue under master service and other service agreements included within our backlog estimate, which is not included within our remaining performance obligations for the same period.

Previous wording

In connection with the changes to our Communications segment and Power Delivery segment structures, management performed a quantitative assessment of the goodwill associated with each of the impacted reporting units within the Communications and Power Delivery operating segments, respectively. For additional details of the changes and the related assessment, refer to Note 3 – Acquisitions, Goodwill and Other Intangible Assets, Net, in the notes to the consolidated financial statements, which is incorporated by reference.

Current wording

In connection with the changes to our Communications segment and Power Delivery segment structures in the first quarter of 2025, management performed a quantitative assessment of the goodwill associated with each of the impacted reporting units within the Communications and Power Delivery operating segments, respectively. For additional details of the changes and the related assessment, refer to Note 3 – Acquisitions, Goodwill and Other Intangible Assets, Net, in the notes to the consolidated financial statements, which is incorporated by reference.

Previous wording

Other than the update to the reporting unit structure of our Communications and Power Delivery operating segments as described above, there were no material changes in our critical accounting estimates or policies during the three month period ended March 31, 2025.

Current wording

Other than the update to the reporting unit structure of our Communications and Power Delivery operating segments during the first quarter of 2025, as described above, there were no material changes in our critical accounting estimates or policies during the six months ended June 30, 2025.

Previous wording

The following table, which may contain slight summation differences due to rounding, reflects our consolidated results of operations in dollar and percentage of revenue terms for the periods indicated (dollar amounts in millions). Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, as appropriate, which are described in the comparison of results section below. Unless otherwise stated, comparisons are for the quarters ended March 31, 2025 and 2024. Historical financial information for our reportable segments has been recast to conform with the changes described in Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference.

Current wording

The following tables, which may contain slight summation differences due to rounding, reflect our consolidated results of operations in dollar and percentage of revenue terms for the periods indicated (dollar amounts in millions). Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, as appropriate, which are described in the comparison of results section below. Unless otherwise stated, comparisons are for the periods ended June 30, 2025 and 2024. Historical financial information for our reportable segments has been recast to conform with the changes described in Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference.

Previous wording

Revenue. On a consolidated basis, revenue increased by $161 million driven by our segment results as follows: revenue increased in our Communications segment by approximately $175 million, or 35%, in our Clean Energy and Infrastructure segment by approximately $162 million, or 22%, and in our Power Delivery segment by approximately $102 million, or 13%, and decreased in our Pipeline Infrastructure segment by approximately $277 million, or 44%. See below for details of revenue by segment.

Current wording

Revenue. On a consolidated basis, revenue increased by $584 million driven by our segment results as follows: revenue increased in our Communications segment by approximately $246 million, or 42%, in our Clean Energy and Infrastructure segment by approximately $189 million, or 20%, and in our Power Delivery segment by approximately $177 million, or 20%, and decreased in our Pipeline Infrastructure segment by approximately $33 million, or 6%. See below for details of revenue by segment.

Previous wording

Costs of revenue, excluding depreciation and amortization. Higher levels of revenue contributed an increase of $142 million in costs of revenue, excluding depreciation and amortization, and reduced productivity contributed an increase of approximately $14 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue increased by approximately 50 basis points to 89.1% of revenue for the three month period ended March 31, 2025 from 88.6% of revenue for the same period in 2024. The basis point increase was due to a combination of project mix and reduced project efficiencies, primarily within our Power Delivery and Pipeline Infrastructure segments, largely offset by improved productivity within our Clean Energy and Infrastructure segment. See “Analysis of Revenue and EBITDA by Segment” below for discussion of operating capacity effects by segment.

Current wording

Costs of revenue, excluding depreciation and amortization. Higher levels of revenue contributed an increase of $501 million in costs of revenue, excluding depreciation and amortization, and reduced productivity contributed an increase of approximately $68 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue increased by approximately 190 basis points to 87.7% of revenue for the three months ended June 30, 2025 from 85.8% of revenue for the same period in 2024. The basis point increase was due to a combination of project mix and reduced project efficiencies, primarily within our Power Delivery and Pipeline Infrastructure segments, offset, in part, by improved productivity and efficiencies within our Clean Energy and Infrastructure segment.

Previous wording

Depreciation. As a percentage of revenue, depreciation decreased by approximately 130 basis points, due primarily to a net reduction related to a change in the depreciable lives of certain machinery and equipment during 2024 to better align the respective assets’ lives with their expected useful lives, offset, in part, by higher capital expenditures and the replacement of older machinery and equipment.

Current wording

Depreciation. As a percentage of revenue, depreciation decreased by approximately 150 basis points, due primarily to a net reduction related to a change in the depreciable lives of certain machinery and equipment during 2024 to better align the respective assets’ lives with their expected useful lives, offset, in part, by higher capital expenditures and the replacement of older machinery and equipment.

Previous wording

Amortization of intangible assets. The decrease in amortization of intangible assets was due to a combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets associated with prior year acquisitions. As a percentage of revenue, amortization of intangible assets decreased by approximately 10 basis points as compared with the same period in 2024 due, in part, to higher levels of revenue.

Current wording

Amortization of intangible assets. The decrease in amortization of intangible assets was due to a combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets associated with prior year acquisitions. As a percentage of revenue, amortization of intangible assets decreased by approximately 20 basis points as compared with the same period in 2024 due, in part, to higher levels of revenue.

Previous wording

Interest expense, net. The decrease in interest expense, net, resulted primarily from lower average debt balances and lower average interest rates, including from our credit facility and term loans, which accounted for a reduction in interest expense of approximately $19 million, offset, in part, by an increase in interest expense of approximately $8 million from our 5.900% Senior Notes, which were issued in the second quarter of 2024.

Current wording

Interest expense, net. The decrease in interest expense, net, resulted primarily from lower average debt balances, and, to a lesser extent, lower average interest rates on our variable rate debt, including our credit facility and term loans, which accounted for a reduction in interest expense of approximately $12 million, offset, in part, by an increase in interest expense of approximately $6 million from the June 2024 issuance of our 5.900% Senior Notes.

Previous wording

Equity in earnings of unconsolidated affiliates, net. For the three month periods ended March 31, 2025 and 2024, equity in earnings from unconsolidated affiliates, net, totaled approximately $10 million and $9 million, respectively, and related primarily to our investments in the Waha JVs.

Current wording

Equity in earnings of unconsolidated affiliates, net. For the three months ended June 30, 2025 and 2024, equity in earnings from unconsolidated affiliates, net, totaled approximately $7 million and $6 million, respectively, and related primarily to our investments in the Waha JVs.

Previous wording

Benefit from income taxes. For the three month period ended March 31, 2025, our effective tax rate was (37.8)% as compared with 24.3% for the same period in 2024. Our effective tax rate for the three month period ended March 31, 2025, included an income tax benefit primarily due to the reversal of uncertain tax position liabilities related to a state audit, offset, in part, by pre-tax income, whereas the same period in 2024 included the effect of an increase in non-deductible expenses.

Current wording

Provision for income taxes. For the three months ended June 30, 2025, our effective tax rate was 25.4% as compared with 30.7% for the same period in 2024. Our effective tax rate for the three months ended June 30, 2025, included an income tax benefit primarily due to the reversal of uncertain tax position liabilities related to a state audit, offset, in part, by pre-tax income, whereas for the three months ended June 30, 2024, our effective tax rate included the effect of a higher percentage of non-deductible expenses relative to pre-tax income.

Previous wording

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $2 million for the three month period ended March 31, 2025, as compared with $7 million for the same period in 2024. The decrease was primarily attributable to the decrease in activity of certain entities with minority interest holders.

Current wording

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $4 million for the three months ended June 30, 2025, as compared with $10 million for the same period in 2024. The decrease was primarily attributable to the decrease in activity of certain entities within the Pipeline Infrastructure segment with minority interest holders.

Previous wording

General and administrative expenses. The increase in general and administrative expenses was primarily due to the effects of timing of ordinary course legal matters which were largely offset by reductions in the provision for credit losses and other administrative costs. Overall, general and administrative expenses decreased by approximately 30 basis points as a percentage of revenue for the three month period ended March 31, 2025 as compared with the same period in 2024.

Current wording

General and administrative expenses. The increase in general and administrative expenses was primarily due to the effects of timing of ordinary course legal matters, an increase in various administrative costs, including information technology, compensation and professional fees, and a decrease in gains on sales of assets, net, offset, in part, by the reduction in other administrative expenses and the effects of recoveries of provisions for credit losses. Overall, general and administrative expenses decreased by approximately 50 basis points as a percentage of revenue for the six months ended June 30, 2025 as compared with the same period in 2024.

Previous wording

Other (income) expense, net. For the three month period ended March 31, 2025, other income, net, included approximately $2 million other miscellaneous income, net and approximately $1 million of income, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business, offset, in part, by approximately, $1 million of expense, from changes to estimated Earn-out accruals. For the three month period ended March 31, 2024, other expense, net, included approximately $6 million of income, net, from changes to estimated Earn-out accruals, approximately $9 million of asset impairment and other valuation adjustments related to certain fixed assets and notes receivable, approximately $1 million of other miscellaneous income, net and approximately $2 million of expense from changes in the fair value of additional contingent payments to the former owners of an acquired business.

Current wording

Other (income) expense, net. For the six months ended June 30, 2025, other income, net, included approximately $4 million of income, from changes to estimated Earn-out accruals, and $2 million of other miscellaneous income, net, offset, in part, by approximately $2 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the six months ended June 30, 2024, other expense, net, included approximately $2 million of income, net, from changes to estimated Earn-out accruals, approximately $10 million of asset impairment and other valuation adjustments related to certain fixed assets and approximately $6 million of other miscellaneous income, net, including amounts from legal and other settlements.

Previous wording

We review our operating results by reportable segment. See Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference. Our reportable segments are: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Pipeline Infrastructure and (5) Other. Management’s review of segment results includes analyses of trends in revenue, EBITDA and EBITDA margin. EBITDA for segment reporting purposes is calculated consistently with our consolidated EBITDA calculation. EBITDA margin is calculated by dividing EBITDA by revenue for the same period. See the discussion of our non-U.S. GAAP financial measures, including certain adjusted non-U.S. GAAP measures, as described below, following the comparison of results discussion. Historical financial information for our reportable segments has been recast to conform with the changes described in Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference. The following table, which may contain slight summation differences due to rounding, presents revenue, EBITDA and EBITDA margin by segment for the periods indicated (dollar amounts in millions):

Current wording

We review our operating results by reportable segment. See Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference. Our reportable segments are: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Pipeline Infrastructure and (5) Other. Management’s review of segment results includes analyses of trends in revenue, EBITDA and EBITDA margin. EBITDA for segment reporting purposes is calculated consistently with our consolidated EBITDA calculation. EBITDA margin is calculated by dividing EBITDA by revenue for the same period. See the discussion of our non-U.S. GAAP financial measures, including certain adjusted non-U.S. GAAP measures, as described below, following the comparison of results discussion. Historical financial information for our reportable segments has been recast to conform with the changes described in Note 11 – Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference. The following tables, which may contain slight summation differences due to rounding, present revenue, EBITDA and EBITDA margin by segment for the periods indicated (dollar amounts in millions).

Previous wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 180 basis points, or $12 million, due to improved efficiencies, including from our wireless and wireline businesses. Higher levels of revenue resulted in an increase in EBITDA of approximately $9 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 90 basis points, or $7 million, due to improved efficiencies, including from our wireless and wireline businesses. Higher levels of revenue resulted in an increase in EBITDA of approximately $22 million.

Previous wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 350 basis points, or $32 million, due to a combination of project mix, improved productivity and efficiencies, primarily from certain renewable and infrastructure project work. Higher levels of revenue resulted in an increase in EBITDA of approximately $4 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 230 basis points, or $26 million, due to a combination of project mix, the positive effects of certain renewable project close-outs, and improved productivity and efficiencies, primarily from certain renewable and infrastructure project work. Higher levels of revenue resulted in an increase in EBITDA of approximately $10 million.

Previous wording

Revenue. The increase in revenue was due primarily to higher levels of project activity, including timing-related increases in transmission and distribution-related project work and, to a lesser extent, an increase in substation-related project work.

Current wording

Revenue. The increase in revenue was due primarily to higher levels of project activity, including timing-related increases in transmission and distribution-related project work.

Previous wording

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 60 basis points, or $6 million, primarily due to reduced efficiencies at certain of our project sites, whereas higher levels of revenue resulted in an increase in EBITDA of approximately $6 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 50 basis points, or $5 million, primarily due to reduced efficiencies at certain of our project sites, whereas higher levels of revenue resulted in an increase in EBITDA of approximately $16 million.

Previous wording

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 210 basis points, or $8 million, due primarily to reduced efficiencies, including from a reduction in revenue on large-diameter pipeline projects, as well as the effects of project mix. Lower levels of revenue contributed a decrease in EBITDA of approximately $41 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 1,210 basis points, or $65 million, due primarily to reduced efficiencies, including from a reduction in revenue on large-diameter pipeline projects, as well as the effects of project mix. Lower levels of revenue contributed a decrease in EBITDA of approximately $8 million.

Previous wording

EBITDA. For the three month period ended March 31, 2025, Corporate EBITDA included approximately $1 million of expense, net, from changes to estimated Earn-out accruals and approximately $1 million of income, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the three month period ended March 31, 2024, Corporate EBITDA included approximately $6 million of income, net, from changes to estimated Earn-out accruals, $2 million of expense from changes in the fair value of additional contingent payments to the former owners of an acquired business and the negative effect of a $2 million other valuation adjustment. Corporate expenses for the three month period ended March 31, 2025 not related to the above-described items, which were generally flat as compared with the same period in 2024, included the effects of timing of ordinary course legal and other settlement matters, offset, in part, by a decrease in information technology expenses.

Current wording

EBITDA. For the three months ended June 30, 2025, Corporate EBITDA included approximately $5 million of income, net, from changes to estimated Earn-out accruals and approximately $3 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the three months ended June 30, 2024, Corporate EBITDA included approximately $11 million of a loss on extinguishment of debt and $4 million of expense, net, from changes to estimated Earn-out accruals. Corporate expenses for the three months ended June 30, 2025 not related to the above-described items increased by approximately $7 million as compared with the same period in 2024, due primarily to increases in compensation and other administrative expenses, which were largely offset by a reduction in other miscellaneous income, net, and the effects of timing of ordinary course legal and other settlement matters.

Previous wording

Revenue. The increase in revenue was driven primarily by higher levels of wireless and wireline project activity, offset, in part, by a decrease in our install-to-the-home project activity due, in part, to changes in consumer behavior resulting in lower demand.

Current wording

Revenue. The increase in revenue was driven primarily by higher levels of wireless and wireline project activity due, in part, to increased demand, offset, in part, by a decrease in our install-to-the-home project activity due, in part, to changes in consumer behavior resulting in lower demand.

Previous wording

We are a leading infrastructure construction company operating mainly throughout North America across a range of industries. Our 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, grid hardening and modernization, 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;

Current wording

Clean Energy and Infrastructure Segment Results

Previous wording

Revenue. The increase in revenue was due primarily to higher levels of project activity and mix, primarily in our renewable, heavy civil and other infrastructure projects.

Current wording

Revenue. The increase in revenue was due primarily to higher levels of project activity and mix, primarily in our renewable and heavy civil projects.

Previous wording

As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S. GAAP financial measures, including earnings before interest, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA (“Adjusted EBITDA”), adjusted net income (loss) (“Adjusted Net Income (Loss)”), adjusted net income (loss) attributable to MasTec, Inc. (“Adjusted Net Income (Loss) Attributable to MasTec, Inc.”) and adjusted diluted earnings (loss) per share (“Adjusted Diluted Earnings (Loss) Per Share”). These “adjusted” non-U.S. GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense and changes in fair value of acquisition-related contingent items, as more fully described below; and, for Adjusted Net Income (Loss), Adjusted Net Income (Loss) Attributable to MasTec, Inc. and Adjusted Diluted Earnings (Loss) Per Share, amortization of intangible assets and the tax effects of the adjusted items. These definitions of EBITDA and Adjusted EBITDA are not the same as in our Credit Facility or in the indenture governing our senior notes; therefore, EBITDA and Adjusted EBITDA as presented in this discussion should not be used for purposes of determining our compliance with the covenants contained in our debt instruments.

Current wording

As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S. GAAP financial measures, including earnings before interest, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA (“Adjusted EBITDA”), adjusted net income (“Adjusted Net Income”), adjusted net income attributable to MasTec, Inc. (“Adjusted Net Income Attributable to MasTec, Inc.”) and adjusted diluted earnings per share (“Adjusted Diluted Earnings Per Share”). These “adjusted” non-U.S. GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense; loss on extinguishment of debt and changes in fair value of acquisition-related contingent items, as more fully described below; and, for Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, amortization of intangible assets and the tax effects of the adjusted items. These definitions of EBITDA and Adjusted EBITDA are not the same as in our Credit Facility or in the indenture governing our senior notes; therefore, EBITDA and Adjusted EBITDA as presented in this discussion should not be used for purposes of determining our compliance with the covenants contained in our debt instruments.

Previous wording

We use EBITDA and Adjusted EBITDA, as well as Adjusted Net Income (Loss), Adjusted Net Income (Loss) Attributable to MasTec, Inc. and Adjusted Diluted Earnings (Loss) Per Share, to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core, or underlying, operating results, as well as items that can vary widely across different industries or among companies within the same industry. We believe that these adjusted measures provide a baseline for analyzing trends in our underlying business. We also use these adjusted measures to allocate resources.

Current wording

We use EBITDA and Adjusted EBITDA, as well as Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core, or underlying, operating results, as well as items that can vary widely across different industries or among companies within the same industry. We believe that these adjusted measures provide a baseline for analyzing trends in our underlying business. We also use these adjusted measures to allocate resources.

Previous wording

We believe that these non-U.S. GAAP financial measures provide meaningful information and help investors understand our financial results and assess our prospects for future performance. Because non-U.S. GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. Each company’s definitions of these adjusted measures may vary as they are not standardized and should be used together with the provided reconciliations. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported net income (loss) or diluted earnings (loss) per share, and should be viewed in conjunction with the most comparable U.S. GAAP financial measures and the provided reconciliations thereto. We believe these non-U.S. GAAP financial measures, when viewed together with our U.S. GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

Current wording

We believe that these non-U.S. GAAP financial measures provide meaningful information and help investors understand our financial results and assess our prospects for future performance. Because non-U.S. GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-U.S. GAAP financial measures having the same or similar names. Each company’s definitions of these adjusted measures may vary as they are not standardized and should be used together with the provided reconciliations. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported net income or diluted earnings (loss) per share, and should be viewed in conjunction with the most comparable U.S. GAAP financial measures and the provided reconciliations thereto. We believe these non-U.S. GAAP financial measures, when viewed together with our U.S. GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

Previous wording

The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA in dollar and percentage of revenue terms for the periods indicated. The tables below (dollar amounts in millions) may contain slight summation differences due to rounding.

Current wording

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA in dollar and percentage of revenue terms for the periods indicated. The tables below (dollar amounts in millions) may contain slight summation differences due to rounding.

Previous wording

(b) Non-cash stock-based compensation expense and changes in fair value of acquisition-related contingent items are included within Corporate EBITDA.

Current wording

(b) Non-cash stock-based compensation expense, loss on extinguishment of debt and changes in fair value of acquisition-related contingent items are included within Corporate EBITDA.

Previous wording

The tables below, which may contain slight summation differences due to rounding, reconcile reported net income (loss) and reported diluted earnings (loss) per share, the most directly comparable U.S. GAAP financial measures, to Adjusted Net Income (Loss), Adjusted Net Income (Loss) Attributable to MasTec, Inc. and Adjusted Diluted Earnings (Loss) Per Share.

Current wording

The tables below, which may contain slight summation differences due to rounding, reconcile reported net income and reported diluted earnings (loss) per share, the most directly comparable U.S. GAAP financial measures, to Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share.

Previous wording

(a) Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income (loss). For the three month periods ended March 31, 2025 and 2024, our consolidated tax amounts were benefits, with effective tax rates, as reported, of (37.8)% and 24.3%, respectively, and as adjusted, were an expense and a benefit, for the respective periods, with effective tax rates of 12.4% and 0.4%, respectively. See Note 10 – Income Taxes in the notes to the consolidated financial statements, which is incorporated by reference, for additional information regarding our consolidated tax amounts and effective tax rates for the respective periods.

Current wording

(a) Represents the tax effects of the adjusted items that are subject to tax, including the tax effects of non-cash stock-based compensation expense, including from share-based payment awards. Tax effects are determined based on the tax treatment of the related item, the incremental statutory tax rate of the jurisdictions pertaining to the adjustment, and their effects on pre-tax income. For the three months ended June 30, 2025 and 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 25.4% and 30.7%, respectively, and as adjusted, were expenses, with effective tax rates of 24.6% and 25.5%, respectively. For the six months ended June 30, 2025 and 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 21.0% and 47.0%, respectively, and as adjusted, were expenses, with effective tax rates of 21.8% and 27.1%, respectively. See Note 10 – Income Taxes in the notes to the consolidated financial statements, which is incorporated by reference, for additional information regarding our consolidated tax amounts and effective tax rates for the respective periods.

Previous wording

Capital Expenditures. For the three month period ended March 31, 2025, we spent approximately $47 million on capital expenditures, or $33 million, net of asset disposals, and incurred approximately $64 million of equipment purchases under finance leases and other financing arrangements. We estimate that we will spend approximately $170 million on capital expenditures, or approximately $120 million, net of asset disposals, in 2025, and we expect to incur approximately $180 million of equipment purchases under finance leases and other financing arrangements. Actual capital expenditures may increase or decrease in the future depending upon business activity levels, as well as ongoing assessments of equipment lease and other financing arrangements versus purchase decisions based on management’s evaluation of short and long-term equipment requirements.

Current wording

Capital Expenditures. For the six months ended June 30, 2025, we spent approximately $111 million on capital expenditures, or $84 million, net of asset disposals, and incurred approximately $132 million of equipment purchases under finance leases and other financing arrangements. We estimate that we will spend approximately $190 million on capital expenditures, or approximately $140 million, net of asset disposals, in 2025, and we expect to incur approximately $185 million to $210 million of equipment purchases under finance leases and other financing arrangements. Actual capital expenditures may increase or decrease in the future depending upon business activity levels, as well as ongoing assessments of equipment lease and other financing arrangements versus purchase decisions based on management’s evaluation of short and long-term equipment requirements.

Previous wording

Acquisitions and Earn-Out Liabilities. We typically utilize cash for business acquisitions and other strategic arrangements. In addition, in most of our acquisitions, we have agreed to make future payments to the sellers that are contingent upon the future earnings performance of the acquired businesses, which we also refer to as “Earn-out” payments. From time to time, our acquisitions may contain certain additional payments if specified conditions are met. Earn-out payments may be paid in cash or, under specific circumstances, MasTec common stock, or a combination thereof, generally at our option. The estimated total value of future Earn-out liabilities as of March 31, 2025 was approximately $113 million. Of this amount, approximately $35 million represents the liability for earned amounts. The remainder is management’s estimate of Earn-out liabilities that are contingent upon future performance. For the three month period ended March 31, 2025, payments related to our Earn-out liabilities totaled $0.5 million, and for the three month period ended March 31, 2024, we made no payments.

Current wording

Acquisitions and Earn-Out Liabilities. We typically utilize cash for business acquisitions and other strategic arrangements. In addition, in most of our acquisitions, we have agreed to make future payments to the sellers that are contingent upon the future earnings performance of the acquired businesses, which we also refer to as “Earn-out” payments. From time to time, our acquisitions may contain certain additional payments if specified conditions are met. Earn-out payments may be paid in cash or, under specific circumstances, MasTec common stock, or a combination thereof, generally at our option. The estimated total value of future Earn-out liabilities as of June 30, 2025 was approximately $90 million. Of this amount, approximately $38 million represents the liability for earned amounts. The remainder is management’s estimate of Earn-out liabilities that are contingent upon future performance. For the six months ended June 30, 2025 and 2024, payments related to our Earn-out liabilities totaled $19 million and $5 million, respectively.