MASTEC INC

Previous wording

As disclosed within our “Risk Factors” in our 2024 Form 10-K as updated by Item 1A, “Risk Factors” of our Quarterly Reports on 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 nine months ended September 30, 2025, the U.S. government announced or imposed a variety of tariff or other trade actions, in response to which many countries have announced retaliatory trade actions, including tariffs on U.S. exports or bans by foreign countries on certain of their 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.

Current wording

As disclosed within our “Risk Factors” in our 2025 Form 10-K, we are subject to risks related to, among other factors, tariffs and trade actions and geopolitical events that may affect macroeconomic conditions, supply chains, costs and customer demand. Recent geopolitical tensions, most notably conflicts in the Middle East, have contributed to increased volatility and uncertainty in the energy and capital markets, including higher fuel prices used to operate our fleet of vehicles, machinery and equipment, and such volatility could persist if these events are prolonged or escalate. At the same time, a heightened focus on domestic energy security and independence may incentivize oil and gas development and increase demand for renewable alternatives. During 2025 and continuing into 2026, the U.S. government announced or imposed a variety of tariff or other trade actions, prompting retaliatory measures by many countries, including tariffs on U.S. exports and restrictions on certain foreign exports. On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Following this decision, the U.S. presidential administration announced its intention to invoke other laws to impose tariffs and announced new tariffs on all countries, in addition to existing non-IEEPA tariffs. Further, on April 2, 2026, the administration issued a Presidential Proclamation under Section 232 of the Trade Expansion Act of 1962 modifying and strengthening existing tariff regimes on aluminum, steel, and copper imports. Collectively, these trade actions have increased the cost of importing certain construction materials into the U.S., including steel, concrete, copper and solar panels, and have contributed to disruption, uncertainty, and volatility in international trade and supply chains. Significant uncertainty remains regarding the status of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended.

Previous wording

While these trade actions have not had a material impact on the results of our operations to date, we are monitoring and evaluating any potential impacts from the imposition of tariffs and other trade measures, particularly as they may affect our customers’ capital spending plans, supply chains and operational costs, and are considering ways in which we or our customers may mitigate their related impacts. However, the tariff environment remains dynamic and we cannot predict with certainty the effect future changes in global trade policy and tariffs will have on our customers and/or on demand for our services in future periods.

Current wording

We continue to monitor these developments and to evaluate potential impacts and mitigating strategies that we or our customers may implement; however, although these trade actions and ongoing geopolitical events have not had a material impact on our results of operations to date, the related uncertainty and potential changes in trade policy or geopolitical conditions could affect our customers’ capital spending plans, supply chains and operating costs, which could, in turn, adversely affect demand for our services in future periods.

Previous wording

Further, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States increasing federal support for oil and gas production while reducing support for renewable energy and infrastructure. Notably, the OBBBA accelerates the phaseout of certain clean energy tax credits established under the Inflation Reduction Act, including the clean electricity investment and clean energy production credits for solar and wind projects, which may reduce longer term demand for such projects. Under the new provisions, these credits will no longer be available for projects placed in service after December 31, 2027, unless construction begins on or before July 4, 2026, pursuant to a grandfathering rule. Projects that qualify under this rule must still meet continuity requirements to remain eligible. At the same time, the OBBBA contains other provisions to incentivize oil and gas development as well as to support energy infrastructure such as carbon capture and energy storage. The OBBBA, along with other evolving trade and immigration policies, may have both positive and negative effects on our business, including, but not limited to, shifts in the timing, type and scope of customer projects, fluctuations in demand for our services, and changes in capital and labor costs, including availability.

Current wording

Additionally, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States increasing federal support for oil and gas production while reducing support for renewable energy and infrastructure. In particular, the acceleration of the phaseout of certain clean energy tax credits established under the Inflation Reduction Act may affect the timing and long-term demand for certain renewable energy projects, while other provisions incentivize oil and gas development as well as to support energy infrastructure such as carbon capture and energy storage. The OBBBA, along with other evolving trade and immigration policies, may have both positive and negative effects on our business, including, but not limited to, shifts in the timing, type and scope of customer projects, fluctuations in demand for our services, and changes in capital and labor costs, including availability.

Previous 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 September 30, 2025, we had an average of approxi mately 34,000 employees and 790 locations, and as of September 30, 2025, we had approximately 38,000 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.

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 the construction and maintenance of buildings, roads, bridges, rail, water/sewer systems and other civil infrastructure, including data center infrastructure; and environmental remediation services. Our customers are primarily in these industries. Including our predecessor companies, we have been in business for over 95 years. As of March 31, 2026, we had approximately 37,000 employees and 790 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 23% of our estimated September 30, 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 58% of our estimated March 31, 2026 backlog in 2026. The following table presents 18-month estimated backlog by reportable segment as of the dates indicated:

Previous wording

As of September 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.

Current wording

As of March 31, 2026, 44% 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 September 30, 2025, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $8.3 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $3.2 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 $0.9 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 March 31, 2026, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $8.4 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $4.3 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 2026 differs from the amount of remaining performance obligations expected to be recognized for the same period due primarily to the inclusion of approximately $3.1 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

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Form 10-K. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results.

Current wording

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. A summary of our critical accounting estimates is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Form 10-K. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the three months ended March 31, 2026, there were no material changes in our critical accounting estimates or policies previously disclosed in our 2025 Form 10-K.

Previous 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 September 30, 2025 and 2024. Historical financial information for our reportable segments has been recast to conform with the changes described in Note 10 – 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. In our discussions, “acquisition” results are defined as results from acquired businesses for the first twelve months following the dates of the respective acquisitions, with the balance of results for a particular item attributed to “organic” activity. Unless otherwise stated, comparisons are for the quarters ended March 31, 2026 and 2025.

Previous wording

Revenue. On a consolidated basis, revenue increased by $1,459 million, or 16%, driven by our segment results as follows: revenue increased in our Communications segment by approximately $648 million, or 36%, in our Clean Energy and Infrastructure segment by approximately $577 million, or 20%, and in our Power Delivery segment by approximately $439 million, or 17%, and decreased in our Pipeline Infrastructure segment by approximately $210 million, or 12%. See below for details of revenue by segment.

Current wording

Revenue. On a consolidated basis, revenue increased by $981 million, or 34%, driven by our segment results as follows: revenue increased in our Clean Energy and Infrastructure segment by approximately $414 million, or 45%, in our Pipeline Infrastructure segment by approximately $326 million, or 91%, in our Power Delivery segment by approximately $146 million, or 16%, and in our Communications segment by approximately $121 million, or 18%. Acquisitions contributed $169 million of increased revenue for the three months ended March 31, 2026, whereas organic revenue increased by approximately $813 million, or 29%, as compared with the same period in 2025. 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 $613 million in costs of revenue, excluding depreciation and amortization, and reduced productivity contributed an increase of approximately $27 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue increased by approximately 70 basis points to 86.4% of revenue for the three months ended September 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 Pipeline Infrastructure segment, offset, in part, by improved productivity and efficiencies within our Clean Energy and Infrastructure segment.

Current wording

Costs of revenue, excluding depreciation and amortization. Higher levels of revenue contributed an increase of $874 million in costs of revenue, excluding depreciation and amortization, and improved productivity contributed a decrease of approximately $60 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue, decreased by approximately 160 basis points to 87.5% of revenue for the three months ended March 31, 2026 from 89.1% of revenue for the same period in 2025. The basis point decrease was due to a combination of project mix and improved project efficiencies, primarily within our Pipeline Infrastructure segment.

Previous wording

Depreciation. As a percentage of revenue, depreciation decreased by approximately 70 basis points, due primarily to a net reduction related to a change in the depreciable lives of certain machinery and equipment to better align the respective assets’ lives with their expected useful lives, and, to a lesser extent, asset sales, offset, in part, by higher capital expenditures to support operational growth and the replacement of older machinery and equipment.

Current wording

Depreciation. As a percentage of revenue, depreciation decreased by approximately 50 basis points, due primarily to higher levels of revenue.

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 20 basis points as compared with the same period in 2024 due, in part, to higher levels of revenue.

Current wording

Amortization of intangible assets. Acquisitions contributed approximately $9 million of amortization for the three months ended March 31, 2026, and organic amortization decreased by approximately $3 million, or 9%, due primarily to timing of amortization of intangible assets. As a percentage of revenue, amortization of intangible assets decreased by approximately 10 basis points as compared with the same period in 2025 due, in part, to higher levels of revenue.

Previous wording

General and administrative expenses. The increase in general and administrative expenses was primarily due to an increase in professional fees, the effects of timing of ordinary course legal matters, and a decrease in gains on sales of assets, net, offset, in part, by a decrease in the provision for credit losses. Overall, general and administrative expenses decreased by approximately 60 basis points as a percentage of revenue for the nine months ended September 30, 2025 as compared with the same period in 2024 due to higher levels of revenue.

Current wording

General and administrative expenses. Acquisitions contributed $6 million of general and administrative expenses for the three months ended March 31, 2026. Organic general and administrative expenses also increased by approximately $42 million, or 25%, as compared with the same period in 2025, primarily due to an increase in compensation expense, including stock-based compensation and insurance to support business growth, a $10 million increase from changes in the fair value of contingent consideration payable to former owners of an acquired business, approximately $1 million of an increase from changes to estimated Earn-out accruals, and a decrease in net gains on asset sales. Overall, general and administrative expenses decreased by approximately 20 basis points as a percentage of revenue for the three months ended March 31, 2026 as compared with the same period in 2025 due, in part, to higher levels of revenue.

Previous wording

Interest expense, net. The decrease in interest expense, net, resulted primarily from lower average balances and, to a lesser extent, lower average interest rates on our variable rate debt, which accounted for a reduction in interest expense of approximately $3 million, offset, in part, by an increase in interest expense from finance lease activity.

Current wording

Interest expense, net. The increase in interest expense, net, resulted primarily from higher average balances on our variable rate debt, which accounted for an increase in interest expense of approximately $4 million.

Previous wording

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

Current wording

Equity in losses (earnings) of unconsolidated affiliates, net. For the three months ended March 31, 2026, losses from unconsolidated affiliates, net, totaled approximately $4 million, related primarily to an other-than-temporary impairment of $7.9 million on an equity method investment, partially offset by earnings from our investment in the Waha JVs. For the three months ended March 31, 2025, equity in earnings from unconsolidated affiliates, net, totaled approximately $10 million, and related primarily to our investment in the Waha JVs.

Previous wording

Provision for income taxes. For the three months ended September 30, 2025, our effective tax rate was 21.3% as compared with 23.0% for the same period in 2024. Our effective tax rate for the three months ended September 30, 2025, included income tax benefits primarily due to the reversal of uncertain tax position liabilities related to a state audit and the release of valuation allowances on certain deferred tax assets that were no longer necessary, offset, in part, by an increase in income tax expense due to higher pre-tax income, whereas for the three months ended September 30, 2024, our effective tax rate included the effect of a lower state income tax rate partially offset by a higher percentage of non-deductible expenses relative to pre-tax income.

Current wording

(Provision for) benefit from income taxes. For the three months ended March 31, 2026, our effective tax rate was 23.8% as compared with (37.8)% for the same period in 2025. Our effective tax rate for the three months ended March 31, 2026 included income tax benefits primarily due to the vesting of share-based payment awards, offset, in part, by the effects of a higher state income tax rate, whereas for the three months ended March 31, 2025, our effective tax rate 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.

Previous wording

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $6 million for the three months ended September 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 Communications segment with minority interest holders.

Current wording

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $9 million for the three months ended March 31, 2026, as compared with $2 million for the same period in 2025. The increase was primarily attributable to the increase in activity of certain entities within the Pipeline Infrastructure segment with minority interest holders.

Previous wording

We review our operating results by reportable segment. See Note 10 – 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 10 – 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).

Current wording

We review our operating results by reportable segment. See Note 12 – 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. 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

Revenue. The increase in revenue was driven primarily by higher levels of wireless and wireline project activity due, in part, to increased customer 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.

Current wording

Revenue. The increase in revenue was driven primarily by organic growth resulting from higher levels of wireless and wireline project activity.

Previous wording

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

Current wording

Revenue. Acquisitions contributed $125 million of revenue for the three months ended March 31, 2026, and organic revenue increased by approximately $289 million, or 32%, as compared with the same period in 2025. The increase in organic revenue was due primarily to higher levels of project activity and mix, primarily in renewable and general building projects, including data-center related project activity.

Previous wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 100 basis points, or $14 million, due to a combination of project mix, improved productivity and efficiencies, primarily from certain renewable and infrastructure project work, and the positive effects of certain industrial project close-outs. Higher levels of revenue resulted in an increase in EBITDA of approximately $17 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 50 basis points, or $6 million, due to a combination of project mix, improved productivity and efficiencies, primarily from certain renewable and general building project work. Higher levels of revenue resulted in an increase in EBITDA of approximately $26 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, as well as higher levels of certain infrastructure-related project work, offset, in part, by a decrease in demand for emergency restoration services.

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, offset, in part, by a decrease in substation-related project activity.

Previous wording

Revenue. The increase in revenue was due primarily to higher levels of midstream pipeline and other infrastructure-related project activity.

Current wording

Revenue. The increase in revenue was due primarily to higher levels of midstream pipeline project activity.

Previous wording

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 530 basis points, or $32 million, due primarily to reduced efficiencies, as well as the effects of project mix. Higher levels of revenue contributed an increase in EBITDA of approximately $21 million.

Current wording

EBITDA. As a percentage of revenue, EBITDA increased by approximately 870 basis points, or $60 million, due primarily to improved efficiencies, as well as the effects of project mix. Higher levels of revenue contributed an increase in EBITDA of approximately $41 million.

Previous wording

EBITDA. EBITDA from Other businesses relates primarily to equity in earnings from our investments in the Waha JVs.

Current wording

EBITDA. The EBITDA loss from Other businesses relates primarily to an other-than-temporary impairment related to an equity method investment and other related charges, offset, in part, by equity in earnings from our investments in the Waha JVs.

Previous wording

EBITDA. For the three months ended September 30, 2025, Corporate EBITDA included 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 three months ended September 30, 2024, Corporate EBITDA included approximately $2 million of expense, net, from changes to estimated Earn-out accruals and approximately $2 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. Corporate expenses for the three months ended September 30, 2025 not related to the above-described items increased by approximately $4 million as compared with the same period in 2024, due primarily to increases in compensation, and the effects of timing of ordinary course legal and other settlement matters.

Current wording

EBITDA. For the three months ended March 31, 2026, Corporate EBITDA included approximately $2 million of expense, net, from changes to estimated Earn-out accruals and approximately $9 million of expense, net, from the changes in the fair value of contingent consideration payable to former owners of an acquired business. For the three months 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 contingent consideration payable to former owners of an acquired business. Corporate expenses for the three months ended March 31, 2026 not related to the above-described items increased by approximately $18 million as compared with the same period in 2025, due primarily to increases in insurance, compensation, including stock-based compensation, and the effects of timing of ordinary course legal and other settlement matters.

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 (“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.

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, changes in fair value of acquisition-related contingent items and impairments of equity method investments, 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, 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.

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.

Previous wording

Non-cash stock-based compensation expense can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted. We also exclude intangible asset amortization and the effects of changes in fair value of acquisition-related contingent items from our non-U.S. GAAP financial measures due to their non-operational nature and inherent volatility, as activity, including from acquisitions, varies from period to period. Note that while intangible asset amortization related to the assets of acquired entities is excluded from our non-U.S. GAAP financial measures, the revenue and all other expenses of the acquired entities are included within our non-U.S. GAAP financial measures, unless otherwise stated. Acquisition-related contingent items consist of (i) changes in fair value of acquisition-related contingent consideration, which is composed of earn-outs, that are contingent upon the achievement of reaching certain post-acquisition levels of earnings and (ii) changes in fair value of additional payments in connection with the 2021 acquisition of Henkels & McCoy Holdings, Inc. based on the fluctuation of our share price and are contingent upon the post-acquisition collections of certain receivables. We believe that this presentation is common practice within our industry and improves comparability of our results with those of our peers.

Current wording

Non-cash stock-based compensation expense can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted. We also exclude intangible asset amortization and the effects of changes in fair value of acquisition-related contingent items from our non-U.S. GAAP financial measures due to their non-operational nature and inherent volatility, as activity, including from acquisitions, varies from period to period. Note that while intangible asset amortization related to the assets of acquired entities is excluded from our non-U.S. GAAP financial measures, the revenue and all other expenses of the acquired entities are included within our non-U.S. GAAP financial measures, unless otherwise stated. Acquisition-related contingent items consist of (i) changes in fair value of acquisition-related contingent consideration, which is composed of earn-outs, that are contingent upon the achievement of reaching certain post-acquisition levels of earnings and (ii) changes in fair value of additional payments in connection with the 2021 acquisition of Henkels & McCoy Holdings, Inc. based on the fluctuation of our share price and are contingent upon the post-acquisition collections of certain receivables. Additionally, we exclude impairments of equity method investments, as these charges do not reflect the ordinary course of the Company’s business and are not incurred on a predictable basis. We believe that this presentation is common practice within our industry and improves comparability of our results with those of our peers.

Previous 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.

Current wording

(a) Non-cash stock-based compensation expense and changes in fair value of acquisition-related contingent items are included within Corporate, while the impairments of equity method investments are included within the Other segment EBITDA.

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. For the three months ended September 30, 2025 and 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 21.3% and 23.0%, respectively, and as adjusted, were expenses, with effective tax rates of 21.6% and 22.2%, respectively. For the nine months ended September 30, 2025 and 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 21.2% and 25.8%, respectively, and as adjusted, were expenses, with effective tax rates of 21.7% and 24.0%, respectively. See Note 9 – 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 March 31, 2026 and 2025, our consolidated tax amounts were an expense and a benefit, with effective tax rates, as reported, of 23.8% and (37.8)%, respectively, and as adjusted, were expenses, with effective tax rates of 24.8% and 12.4%, respectively. See Note 11 – 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 nine months ended September 30, 2025, we spent approximately $180 million on capital expenditures, or $137 million, net of asset disposals, and incurred approximately $188 million of equipment purchases under finance leases and other financing arrangements. We estimate that we will spend approximately $235 million on capital expenditures, or approximately $175 million, net of asset disposals, in 2025, and we expect to incur approximately $215 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 three months ended March 31, 2026, we spent approximately $97 million on capital expenditures, or $87 million, net of asset disposals, and incurred approximately $59 million of equipment purchases under finance leases and other financing arrangements. We estimate that we will spend approximately $290 million on capital expenditures, or approximately $220 million, net of asset disposals, in 2026, and we expect to incur approximately $260 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 September 30, 2025 was approximately $85 million. Of this amount, approximately $41 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 nine months ended September 30, 2025 and 2024, payments related to our Earn-out liabilities totaled $25 million and $26 million, respectively.

Current wording

Acquisitions and Earn-Out Liabilities. We typically utilize cash for business acquisitions and other strategic arrangements, and for the three months ended March 31, 2026, we used $267 million, net of cash acquired for this purpose. 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, 2026 was approximately $74 million. Of this amount, approximately $23 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 months ended March 31, 2026, we made no payments related to our Earn-out liabilities, and for the three months ended March 31, 2025, payments totaled $0.5 million.

Previous wording

Income Taxes. For the nine months ended September 30, 2025 and 2024, tax payments, net of tax refunds totaled approximately $37 million and $45 million, respectively. Our tax payments vary with changes in taxable income and earnings based on estimates of full year taxable income activity and estimated tax rates.

Current wording

Income Taxes. For the three months ended March 31, 2026 and 2025, tax refunds, net of tax payments, totaled approximately $16 million and $2 million, respectively. Our tax payments vary with changes in taxable income and earnings based on estimates of full year taxable income activity and estimated tax rates.

Previous wording

Working capital requirements also tend to increase when we commence multiple projects or particularly large projects because labor, including subcontractor costs, and certain other costs, including inventory and materials requirements, typically become payable before the receivables resulting from work performed are collected. The timing of billings and project close-outs can also contribute to changes in billed and unbilled revenue. As of September 30, 2025, we expect that substantially all of our unbilled receivables will be billed to customers in the normal course of business within the next twelve months. Total accounts receivable, which consists of contract billings, unbilled receivables and retainage, net of allowance, totaled approximately $3.7 billion as of September 30, 2025 as compared with $2.9 billion as of December 31, 2024, due primarily to higher levels of revenue, as well as the timing of project billings and collections. See below for discussion of our days sales outstanding, net of contract liabilities, which we refer to as days sales outstanding, or “DSO.”

Current wording

Working capital requirements also tend to increase when we commence multiple projects or particularly large projects because labor, including subcontractor costs, and certain other costs, including inventory and materials requirements, typically become payable before the receivables resulting from work performed are collected. The timing of billings and project close-outs can also contribute to changes in billed and unbilled revenue. As of March 31, 2026, we expect that substantially all of our unbilled receivables will be billed to customers in the normal course of business within the next twelve months. Total accounts receivable, which consists of contract billings, unbilled receivables and retainage, net of allowance, totaled approximately $3.9 billion as of March 31, 2026 as compared with $3.5 billion as of December 31, 2025, due primarily to higher levels of revenue, as well as the timing of project billings and collections. See below for discussion of our days sales outstanding, net of contract liabilities, which we refer to as days sales outstanding, or “DSO.”

Previous wording

Our payment billing terms are generally net 30 days, and some of our contracts allow our customers to retain a portion of the contract amount, generally from 5% to 10% of billings, until the job is completed, which amounts are referred to as “retainage.” As part of our ongoing working capital management practices, we evaluate opportunities to improve our working capital cycle time through contractual provisions and certain financing arrangements. For certain customers, we maintain inventory to meet the materials requirements of the contracts. Occasionally, certain of our customers pay us in advance for a portion of the materials we purchase for their projects or allow us to pre-bill them for the mobilization of assets and/or crew to project sites and/or for materials purchases up to specified amounts. Vendor terms are generally 30 to 45 days. Our agreements with subcontractors often contain a “pay-if-paid” provision, whereby our payments are contractually due to subcontractors only after we are paid by our customers.

Current wording

Our payment billing terms are generally net 30 days, and some of our contracts allow our customers to retain a portion of the contract amount, generally from 5% to 10% of billings, until the job is completed, which amounts are referred to as “retainage.” As part of our ongoing working capital management practices, we evaluate opportunities to improve our working capital cycle time through contractual provisions and certain financing arrangements. For certain customers, we maintain inventory to meet the materials requirements of the contracts. Occasionally, certain of our customers pay us in advance for a portion of the materials we purchase for their projects or allow us to pre-bill them for the mobilization of assets and/or crew to project sites and/or for materials purchases up to specified amounts. Vendor terms are generally 30 to 60 days. Our agreements with subcontractors often contain a “pay-if-paid” provision, whereby our payments are contractually due to subcontractors only after we are paid by our customers.

Previous wording

As of September 30, 2025, we had approximately $1,071 million in working capital, defined as current assets less current liabilities, as compared with $653 million as of December 31, 2024, an increase of approximately $418 million. Cash and cash equivalents totaled approximately $231 million and $400 million as of September 30, 2025 and December 31, 2024, respectively, for a decrease of $168 million. See discussion below for further detail regarding our cash flows and related activity.

Current wording

As of March 31, 2026, we had approximately $1,090 million in working capital, defined as current assets less current liabilities, as compared with $1,058 million as of December 31, 2025, an increase of approximately $32 million. Cash and cash equivalents totaled approximately $274 million and $396 million as of March 31, 2026 and December 31, 2025, respectively, for a decrease of $122 million. See discussion below for further detail regarding our cash flows and related activity.

Previous wording

Operating Activities. Cash flow from operations is primarily influenced by changes in the timing of demand for our services and operating margins, but can also be affected by working capital needs associated with the various types of services we provide. Working capital is affected by changes in total accounts receivable, net, prepaid expenses and other current assets, accounts payable and payroll tax payments, accrued expenses and contract liabilities, all of which tend to be related. These working capital items are affected by changes in revenue resulting from the timing and volume of work performed, variability in the timing of customer billings and collections of receivables, as well as settlement of payables and other obligations. Net cash provided by operating activities was $173 million as compared to $650 million for the nine months ended September 30, 2025 and 2024, respectively, for a decrease in net cash provided by operating activities of approximately $477 million. The decrease was due primarily to changes in working capital compared with the prior period, including from the negative effect of timing-related changes in accounts receivable, net, primarily driven by higher levels of revenue and an increase in DSO, and contract liabilities, offset, in part, by the positive effect of timing-related changes in accounts payable and accrued expenses, and an increase in net income as compared with the prior period.

Current wording

Operating Activities. Cash flow from operations is primarily influenced by changes in the timing of demand for our services and operating margins, but can also be affected by working capital needs associated with the various types of services we provide. Working capital is affected by changes in total accounts receivable, net, prepaid expenses and other current assets, accounts payable and payroll tax payments, accrued expenses and contract liabilities, all of which tend to be related. These working capital items are affected by changes in revenue resulting from the timing and volume of work performed, variability in the timing of customer billings and collections of receivables, as well as settlement of payables and other obligations. Net cash provided by operating activities was $99 million as compared to $78 million for the three months ended March 31, 2026 and 2025, respectively, for an increase in net cash provided by operating activities of approximately $20 million. The increase was due primarily to (i) an increase in net income as compared with the prior period; and (ii) changes in working capital compared with the prior period, including from the positive effect of timing-related changes in accounts payable and accrued expenses, offset, in part, by the unfavorable effect of timing-related changes in accounts receivable, net, primarily driven by higher levels of revenue and an increase in DSO.

Previous wording

DSO is calculated as total accounts receivable, net of allowance, less contract liabilities, divided by average daily revenue for the most recently completed quarter as of the balance sheet date. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. Our DSO was 69 as of September 30, 2025 as compared with DSO of 60 as of December 31, 2024. Our DSOs can fluctuate from period to period due to timing of billings, billing terms, collections and settlements, timing of project close-outs and retainage collections, changes in project and customer mix and to a lesser extent the effect of working capital initiatives, including certain accounts receivable financing arrangements. The increase in DSO as of September 30, 2025 as compared with December 31, 2024 was due to timing of ordinary course billing and collection activities. Other than certain ordinary course matters subject to litigation, we do not anticipate material collection issues related to our outstanding accounts receivable balances, nor do we believe that we have material amounts due from customers experiencing financial difficulties. Based on current information, we expect to collect substantially all of our outstanding accounts receivable balances within the next twelve months.

Current wording

DSO is calculated as total accounts receivable, net of allowance, less contract liabilities, divided by average daily revenue for the most recently completed quarter as of the balance sheet date. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. Our DSO was 72 as of March 31, 2026 as compared with DSO of 65 as of December 31, 2025. Our DSOs can fluctuate from period to period due to timing of billings, billing terms, collections and settlements, timing of project close-outs and retainage collections, changes in project and customer mix and to a lesser extent the effect of working capital initiatives, including certain accounts receivable financing arrangements. The increase in DSO as of March 31, 2026 as compared with December 31, 2025 was due to timing of ordinary course billing and collection activities. Other than certain ordinary course matters subject to litigation, we do not anticipate material collection issues related to our outstanding accounts receivable balances, nor do we believe that we have material amounts due from customers experiencing financial difficulties. Based on current information, we expect to collect substantially all of our outstanding accounts receivable balances within the next twelve months.