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What changed in MASTEC INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MASTEC INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+562 added−618 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in MASTEC INC's 2025 10-K

562 paragraphs added · 618 removed · 215 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

38 edited+5 added−5 removed52 unchanged
Biggest changeFor additional details of the restructuring and the related assessment, refer to Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference. 37 Following is a summary of goodwill and intangible assets, net, by segment as of December 31, 2024: Communications Clean Energy and Infrastructure Power Delivery Pipeline Infrastructure Total Goodwill (in millions) $ 647.6 $ 742.3 $ 294.3 $ 518.9 $ 2,203.1 Percentage of total 29.4 % 33.7 % 13.4 % 23.6 % 100.0 % Other intangible assets, net (in millions) $ 37.4 $ 288.4 $ 318.5 $ 83.1 $ 727.4 Percentage of total 5.1 % 39.6 % 43.8 % 11.4 % 100.0 % For the year ended December 31, 2024, we performed a qualitative assessment for our goodwill and indefinite-lived intangible assets by examining relevant events and circumstances that could have an effect on their fair values, such as: macroeconomic trends and events, including: levels of inflation, market interest rates and/or supply chain disruptions; industry and/or market conditions, including the potential effects of regulatory and other uncertainty, including uncertainty related to the implementation and pace of spending under governmental infrastructure programs and initiatives; project permitting uncertainty; financial, competitive and other conditions, including declines in the operating performance of our reporting units; entity-specific events; the potential effects of longer-term changes in consumer behavior due to regulatory, climate-related or other factors, and other relevant factors or events that could affect earnings and cash flows.
Biggest changeFollowing is a summary of goodwill and other intangible assets, net, by segment as of December 31, 2025: Communications Clean Energy and Infrastructure Power Delivery Pipeline Infrastructure Total Goodwill (in millions) $ 557.0 $ 767.5 $ 397.2 $ 527.3 $ 2,249.0 Percentage of total 24.8 % 34.1 % 17.7 % 23.4 % 100.0 % Other intangible assets, net (in millions) $ 34.5 $ 286.1 $ 263.6 $ 72.0 $ 656.2 Percentage of total 5.3 % 43.6 % 40.2 % 11.0 % 100.0 % As part of our annual impairment test of goodwill, we perform a qualitative assessment of our reporting units by examining relevant events and circumstances that could have an effect on a reporting unit’s fair value, such as: macroeconomic trends and events, including levels of inflation, market interest rates and/or supply chain disruptions; industry and/or market conditions, including the potential effects of regulatory and other uncertainties, such as uncertainty related to the implementation and pace of spending under governmental infrastructure programs and initiatives and project permitting issues; financial, competitive and other conditions, including declines in the operating performance of our reporting units, and/or long-term changes in consumer behavior; entity-specific events; and other relevant factors or events that could affect earnings and cash flows.
We believe that our accounting estimates pertaining to: the recognition of revenue and project profit or loss, which we define as project revenue, less project costs of revenue, including project-related depreciation, in particular, on construction contracts accounted for under the cost-to-cost method, for which the recorded amounts require estimates of costs to complete and the amount and probability of variable consideration included in the contract transaction price; fair value estimates, including those related to acquisitions, valuations of goodwill, intangible assets and acquisition-related contingent consideration; self-insurance liabilities; income taxes; and litigation and other contingencies, are the most critical in the preparation of our consolidated financial statements as they are important to the portrayal of our financial condition and require significant or complex judgment and estimates on the part of management.
We believe that our accounting estimates pertaining to: Recognition of revenue and project profit or loss, which we define as project revenue, less project costs of revenue, including project-related depreciation, in particular, on construction contracts accounted for under the cost-to-cost method, for which the recorded amounts require estimates of costs to complete and the amount and probability of variable consideration included in the contract transaction price; fair value estimates, including those related to acquisitions, valuations of goodwill, intangible assets and acquisition-related contingent consideration; self-insurance liabilities; income taxes; and litigation and other contingencies, are the most critical in the preparation of our consolidated financial statements as they are important to the portrayal of our financial condition and require significant or complex judgment and estimates on the part of management.
Significant changes in the assumptions or estimates for a particular acquisition or in the underlying acquisition-related valuations, including the expected profitability or cash flows of an acquired business or assumptions related to the existence or amount of the acquired assets or assumed liabilities, could result in materially different estimates of the fair value of net assets acquired for the related acquisition, which could positively or negatively affect our financial results in future periods.
Significant changes in the assumptions or estimates for a particular acquisition or in the underlying acquisition-related valuations, including the expected profitability or cash flows of an acquired business or assumptions related to the existence or amount of the acquired assets or assumed 39 liabilities, could result in materially different estimates of the fair value of net assets acquired for the related acquisition, which could positively or negatively affect our financial results in future periods.
See Note 1 - Business, Basis of Presentation and Significant Accounting Policies and Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional discussion. Self-Insurance We are self-insured up to the amount of our deductible for our insurance policies.
See Note 1 - Business, Basis of Presentation and Significant Accounting Policies and Note 3 - 40 Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional discussion. Self-Insurance We are self-insured up to the amount of our deductible for our insurance policies.
Although we believe our provision for income taxes is accurate and the related assumptions are reasonable, the final outcome of tax 38 matters could be materially different from what we currently anticipate, which could result in significant costs or benefits to us.
Although we believe our provision for income taxes is accurate and the related assumptions are reasonable, the final outcome of tax matters could be materially different from what we currently anticipate, which could result in significant costs or benefits to us.
Estimated losses on contracts, or the excess of the total estimated costs to complete a contract over the contract’s total estimated contract 34 transaction price, are recognized in the period in which such losses are determined. Factors impacting our costs of revenue, excluding depreciation and amortization, and project profit, include: Project Mix.
Estimated losses on contracts, or the excess of the total estimated costs to complete a contract over the contract’s total estimated contract transaction price, are recognized in the period in which such losses are determined. Factors impacting our costs of revenue, excluding depreciation and amortization, and project profit, include: Project Mix.
Changes in job performance, job conditions and management’s assessment of the estimated amount and probability of variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and our profit recognition.
Changes in job performance, job conditions and management’s assessment of the 38 estimated amount and probability of variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and our profit recognition.
This evaluation requires significant judgment and is based on the facts and circumstances of the specific contracts. 36 Variable Consideration. Transaction prices for our contracts may include variable consideration, which comprises items such as change orders, claims and incentives.
This evaluation requires significant judgment and is based on the facts and circumstances of the specific contracts. Variable Consideration. Transaction prices for our contracts may include variable consideration, which comprises items such as change orders, claims and incentives.
As of December 31, 2024, we believe that the recorded balances of goodwill and intangible assets are recoverable; however, adverse changes in the assumptions or estimates used in our analyses, such as a reduction in profitability and/or cash flows, changes in market, regulatory or other conditions, including decreases in project activity levels and/or the effects of elevated levels of inflation, interest rates or other regulatory or market disruptions, including from geopolitical events and/or changes in asset characteristics, could result in non-cash goodwill and/or intangible asset impairment charges in future periods.
As of December 31, 2025, we believe that the recorded balances of goodwill and other intangible assets are recoverable; however, adverse changes in the assumptions or estimates used in our analyses, such as a reduction in profitability and/or cash flows, changes in market, regulatory or other conditions, including decreases in project activity levels and/or the effects of elevated levels of inflation, interest rates or other regulatory or market disruptions, including from geopolitical events and/or changes in asset characteristics, could result in non-cash goodwill and/or intangible asset impairment charges in future periods.
As additional information becomes available, we reassess potential liabilities related to pending claims and litigation and may revise our previous estimates, which could materially affect our results of operations in a given period. 2025 Outlook We believe that we are at the intersection of transformative trends and are well-positioned to benefit from significant market opportunities in each of our business segments.
As additional information becomes available, we reassess potential liabilities related to pending claims and litigation and may revise our previous estimates, which could materially affect our results of operations in a given period. 2026 Outlook We believe that we are at the intersection of transformative trends and are well-positioned to benefit from significant market opportunities in each of our business segments.
Under the income approach, a discounted cash flow methodology was used, considering: (i) management estimates, such as projections of revenue, operating costs and cash flows, taking into consideration historical and anticipated financial results; (ii) general economic, market and regulatory conditions; and (iii) the impact of planned business and operational strategies.
Under the income approach, a discounted cash flow methodology is used, considering: (i) management estimates, such as projections of revenue, operating costs and cash flows, taking into consideration historical and anticipated financial results; (ii) general economic, market and regulatory conditions; and (iii) the impact of planned business and operational strategies.
These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. As of December 31, 2024, these change orders and/or claims primarily related to certain projects in our Clean Energy and Infrastructure and Power Delivery segments.
These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. As of December 31, 2025, these change orders and/or claims primarily related to certain projects in our Clean Energy and Infrastructure and Power Delivery segments.
We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, including the potential future effects of macroeconomic trends and events, such as inflation and interest rate levels; uncertainty from potential market volatility; other market, industry and regulatory factors, including uncertainty related to the implementation and pace of spending under governmental programs and initiatives and project permitting issues, and other regulatory matters or uncertainty; supply chain disruptions; climate-related matters; global events, such as military conflicts; and public health matters.
We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, including the potential future effects of macroeconomic trends and events, such as inflation and interest rate levels; uncertainty from potential market volatility; other market, industry and regulatory factors, including uncertainty related to the implementation and pace of spending under governmental programs and initiatives and project permitting issues, and other regulatory matters or uncertainty; supply chain disruptions; climate-related matters; and global events, such as geopolitical tensions and conflicts, as well as public health matters.
See Note 12 - Income Taxes in the notes to the audited consolidated financial statements, which is incorporated by reference, for additional discussion. In the ordinary course of business, there is inherent uncertainty in quantifying income tax positions.
See Note 13 - Income Taxes in the notes to the audited consolidated financial statements, which is incorporated by reference, for additional discussion. In the ordinary course of business, there is inherent uncertainty in quantifying income tax positions.
For the year ended December 31, 2024, project profit was affected by less than 5% as a result of changes in contract estimates included in projects that were in process as of December 31, 2023.
For the year ended December 31, 2025, project profit was affected by less than 5% as a result of changes in contract estimates included in projects that were in process as of December 31, 2024.
Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period” adjustments. Measurement period adjustments are recorded to goodwill.
Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as measurement period adjustments. Measurement period adjustments are recorded to goodwill.
Other revisions to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate.
Other changes to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate.
Estimated discount rates were determined using the weighted average cost of capital for each reporting unit at the time of the analysis, taking into consideration the risks inherent within each reporting unit individually.
Estimated discount rates are determined using the weighted average cost of capital for each reporting unit at the time of the analysis, taking into consideration the risks inherent within each reporting unit individually.
We believe the assumptions used in our quantitative goodwill impairment tests are reflective of the risks inherent in the business models of the applicable reporting units and within the units’ industry.
Assumptions used in our quantitative goodwill impairment tests are reflective of the risks inherent in the business models of the applicable reporting units and within the units’ industry.
Changes in recognized revenue, net, as a result of changes in total contract transaction price estimates, including from variable consideration, and/or changes in cost estimates, related to performance obligations satisfied or partially satisfied in prior periods, for the year ended December 31, 2024, positively affected revenue by approximately 0.1%. Performance Obligations.
Changes in recognized revenue, net, as a result of changes in total contract transaction price estimates, including from variable consideration, and/or changes in cost estimates, related to performance obligations satisfied or partially satisfied in prior periods, for the year ended December 31, 2025, positively affected revenue by approximately 0.8%. Performance Obligations.
Revenue derived from projects performed under master service and other service agreements totaled 41% of consolidated revenue for the year ended December 31, 2024. Cost estimation processes used for recognizing revenue over time under the cost-to-cost method require management to make significant assumptions and judgments.
Revenue derived from projects performed under master service and other service agreements totaled 44% of consolidated revenue for the year ended December 31, 2025. Cost estimation processes used for recognizing revenue over time under the cost-to-cost method require management to make significant assumptions and judgments.
As of December 31, 2024, our contract transaction prices included approximately $139 million of change orders and/or claims for certain contracts that were in the process of being resolved in the ordinary course of our business, including through negotiation, arbitration and other proceedings.
As of December 31, 2025, our contract transaction prices included approximately $229 million of change orders and/or claims for certain contracts that were in the process of being resolved in the ordinary course of our business, including through negotiation, arbitration and other proceedings.
For example, installation work that is performed on a fixed price basis has a higher level of margin opportunity or risk than maintenance or upgrade work, which is often performed under pre-established fixed price per unit or time and materials pricing arrangements.
For example, installation work that is performed on a fixed price basis has a higher level of margin opportunity or risk than maintenance or upgrade work, including those under master service and other service arrangements, which is often performed under pre-established fixed price per unit or time and materials pricing arrangements.
Job productivity can be affected by factors such as quality of the work crew and equipment, the quality of engineering specifications and designs, availability of skilled labor, environmental or regulatory factors and customer decisions or delays.
Job productivity can be affected by factors such as quality of the work crew and equipment, the quality of engineering specifications and designs, as well as unanticipated engineering or design challenges, availability of skilled labor, environmental or regulatory factors and customer decisions or delays.
Interest Expense, Net. Interest expense, net, consists of contractual interest expense on outstanding debt obligations, amortization of deferred financing costs and other interest expense, including interest expense related to financing arrangements and mandatorily redeemable non-controlling interests. Interest expense is offset, in part, by interest earned on cash and other investments. Other Income or Expense.
Interest Expense, Net. Interest expense, net, consists of contractual interest expense on outstanding debt obligations, amortization of deferred financing costs and other interest expense, including interest expense related to financing arrangements. Interest expense is offset, in part, by interest earned on cash and other investments. Other Income or Expense.
Goodwill and Intangible Assets We have goodwill and intangible assets that have been recorded in connection with our acquisitions of businesses. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually.
Goodwill and Other Intangible Assets We have goodwill and other intangible assets that have been recorded in connection with our acquisitions of businesses. Goodwill is not amortized, but instead is tested for impairment at least annually.
As of December 31, 2024, MasTec’s estimated liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $251.0 million.
As of December 31, 2025, MasTec’s estimated gross liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $306.8 million.
Contract amendments and change orders, which are generally not distinct from the existing contract, are typically accounted for as a modification of the existing contract and performance obligation. The majority of our performance obligations are completed within one year.
Contract amendments and change orders, which are generally not distinct from the existing contract, are typically accounted for as a modification of the existing contract and performance obligation.
Finite-lived intangible assets are amortized over their useful lives, which are generally based on contractual or legal rights, in a manner consistent with the pattern in which the related benefits are expected to be consumed.
Other intangible assets are amortized over their useful lives, which are generally based on contractual or legal rights, in a manner consistent with the pattern in which the related benefits are expected to be consumed, or on a straight-line basis if that pattern cannot be reliably determined.
For the reporting units for which quantitative testing was performed, we estimated their fair values using a combination of market and income approaches using Level 3 inputs. Under the market approach, fair values were estimated using published market multiples for comparable companies and applying them to revenue and EBITDA.
We estimate the fair value of a reporting unit using a combination of market and income approaches using Level 3 inputs. Under the market approach, the fair values are estimated using published market multiples for comparable companies and applying them to revenue and EBITDA.
Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations.
Significant changes in any of these assumptions could result in significantly higher or lower estimated earn-out liabilities. Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations.
Financial Performance Metrics Our senior management team regularly reviews certain key financial performance metrics within our business, including: • revenue and profitability on an overall basis, by reportable segment and for selected projects; • revenue by customer and by contract type; • costs of revenue, excluding depreciation and amortization; general and administrative expenses; depreciation; amortization; interest expense, net; other income or expense; and provision for income taxes; • earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, as defined in our non-U.S.
Other income or expense consists primarily of gains or losses from changes to estimated Earn-out accruals, certain legal and other settlements, certain acquisition-related adjustments, gains or losses from, or changes in estimated recoveries from, certain assets, including financial instruments, and certain liabilities, gains or losses arising from transactions not denominated in functional currencies, and certain acquisition and integration costs. 37 Financial Performance Metrics Our senior management team regularly reviews certain key financial performance metrics within our business, including: • revenue and profitability on an overall basis, by reportable segment and for selected projects; • revenue by customer and by contract type; • costs of revenue, excluding depreciation and amortization; general and administrative expenses; depreciation; amortization; interest expense, net; other income or expense; and provision for income taxes; • earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, as defined in our non-U.S.
A reporting unit is an operating segment, or one level below the operating segment, which is referred to as a component. We reassessed the reporting unit structure of our Power Delivery operating segment in the first quarter of 2024.
A reporting unit is an operating segment, or one level below the operating segment, which is referred to as a component.
Key assumptions in estimating the fair values of our earn-out liabilities include the discount rate, which, as of December 31, 2024, ranged from 14.0% to 14.5%, with a weighted average rate of 14.2%, and probability-weighted projections of EBITDA. Significant changes in any of these assumptions could result in significantly higher or lower estimated earn-out liabilities.
Key assumptions in estimating the fair values of our earn-out liabilities include the discount rate, which, as of December 31, 2025, ranged from 10.5% to 14.3%, with a weighted average rate of 11.1% based on the relative fair value of the respective Earn-out liabilities, and probability-weighted projections of EBITDA.
GAAP financial measures discussion; • days sales outstanding, net of contract liabilities (“DSO”), and days payable outstanding; • capital expenditures, net of asset disposals, and investment activities; • interest and debt service coverage ratios; and • liquidity and cash flows. 35 Management’s analysis includes detailed discussions and review of its key performance indicators; proposed investments in property and equipment and new business opportunities; acquisition integration and productivity improvement efforts; strategic arrangement opportunities; and working capital and other capital management efforts, among others.
Management’s analysis includes detailed discussions and review of its key performance indicators; proposed investments in property and equipment and new business opportunities; acquisition integration and productivity improvement efforts; strategic arrangement opportunities; and working capital and other capital management efforts, among others.
Under the new reporting unit structure, each of the five components within our Power Delivery operating segment is a reporting unit.
Under both the current and previous reporting unit structures, each of the components within the Communications and Power Delivery operating segments is a reporting unit.
As a result of this assessment, the reporting units within our Power Delivery operating segment were restructured to more closely align with the segment’s end markets and to better correspond with the operational management reporting structure of the segment, including from the effects of our recent transformative acquisition efforts.
During the first quarter of 2025, certain reporting units within our Communications and Power Delivery operating segments were restructured to more closely align with the segments’ end markets and to better correspond with the operational management reporting structures of both segments.
We perform our annual impairment tests of goodwill and indefinite-lived intangible assets during the fourth quarter of each year, and on a quarterly basis, we monitor these assets for potential indicators of impairment. Goodwill is required to be tested for impairment at the reporting unit level.
We perform our annual impairment test of goodwill during the fourth quarter of each year, or more frequently if events or circumstances arise which indicate that the fair value of a reporting unit with goodwill is below its carrying amount. Goodwill is required to be tested for impairment at the reporting unit level.
Removed
Other income or expense consists primarily of gains or losses from changes to estimated Earn-out accruals, certain legal and other settlements, certain acquisition-related adjustments, gains or losses from, or changes in estimated recoveries from, certain assets, including financial instruments, and certain liabilities, and certain acquisition and integration costs.
Added
GAAP financial measures discussion; • days sales outstanding, net of contract liabilities (“DSO”), and days payable outstanding; • capital expenditures, net of asset disposals, and investment activities; • interest and debt service coverage ratios; and • liquidity and cash flows.
Removed
Based on the results of the qualitative assessments for the year ended December 31, 2024, we performed quantitative testing for (i) two reporting units within the Communications operating segment; (ii) one reporting unit within the Clean Energy and Infrastructure operating segment; and (iii) one reporting unit within the Pipeline Infrastructure operating segment.
Added
For additional details of the restructuring and the related assessment, refer to Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference.
Removed
Factors considered by management in determining the reporting units for which quantitative assessments were performed included the effects of current or expected changes in market conditions on the future business outlook, including, as described above, the potential future effects of macroeconomic trends and events, industry, market and regulatory factors, climate-related or other factors, rates of success on new project awards and levels of operating activity.
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If, after performing a qualitative assessment, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform a quantitative impairment test for those reporting units.
Removed
Significant assumptions used in testing the reporting units included terminal values based on a terminal growth rate of 3.0%, five to seven years of discounted cash flows prior to the terminal value, including revenue growth and EBITDA margin assumptions, and discount rates ranging from 9.5% to 11.0%.
Added
For the year ended December 31, 2025, we completed our annual impairment test of goodwill as part of which we performed a qualitative assessment of all reporting units and concluded that it was more likely than not that the fair value of each reporting unit was greater than its carrying value.
Removed
Based on the results of the quantitative assessments, the estimated fair values of all of the tested reporting units were determined to substantially exceed their carrying values. A 100 basis point increase in the discount rate would not have resulted in any of the tested reporting units’ carrying values exceeding their fair values.
Added
Accordingly, a quantitative goodwill impairment test was not required for any of our reporting units, and no goodwill impairment was recognized in 2025.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, demand for construction services depends on industry activity and expenditure levels, which can be affected by a variety of factors, including the effects of climate-related matters. Our inability or failure to adjust to such changes or activity could result in decreased demand for our services and adversely affect our results of operations, cash flows and liquidity.
Biggest changeAdditionally, demand for construction services depends on industry activity and expenditure levels, which can be affected by a variety of political, macro-economic and market factors.
Risks Related to the Industries We Serve Changes to laws, governmental regulations and policies, including those pertaining to governmental permitting, tax incentives and government funding programs and spending policies, as well as advances in artificial intelligence and government policies, including spending policies, related to artificial intelligence, could affect demand for our services or cause delays in the timing of projects or cancellations of current or planned future projects.
Item 1A. “Risk Factors” under “ Changes to laws, governmental regulations and policies, including those pertaining to governmental permitting, tax incentives, government funding programs and spending policies, as well as advances in artificial intelligence, could affect demand for our services, or cause delays or cancellations of projects.
Demand for pipeline construction services is sensitive to levels of activity in the oil and gas industry, as well as industrial and utility customer demand and regulatory constraints.
Our revenue related to pipeline infrastructure projects has fluctuated in recent years, and we anticipate that it will continue to fluctuate as demand for pipeline construction services is sensitive to levels of activity in the oil and gas industry, as well as industrial and utility customer demand and regulatory constraints.
Removed
ITEM 1A. RISK FACTORS Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risks and uncertainties described below. Additional risks and uncertainties not known to us or not described below could also negatively affect our operations.
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Our inability or failure to adjust to such changes or factors could adversely affect our results of operations, cash flows and liquidity.” These trends, along with climate change initiatives, as well as the IIJA and IRA programs, which are designed to incentivize investment in clean energy technologies for power generation, are expected to drive significant future investment in electric infrastructure.
Removed
If any of the risks described below or other risks that are unknown to us were to occur, our business, financial condition, results of operations and cash flows could suffer, and/or the trading price of our common stock could decline. We also may not be able to achieve our goals or expectations.
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The IIJA includes approximately $65 billion for upgrades to power infrastructure and energy programs, research and development of transmission and electricity distribution technologies and smart grid technologies. The funding is focused on grid reliability and security, renewable energy innovation and deployment, and ensuring supply chains critical for energy innovation.
Removed
You should carefully consider the risks described below, together with all of the other information in this Form 10-K, including our Cautionary Statement Regarding Forward-Looking Statements above.
Added
In addition, among the key provisions of the IRA is funding to address climate change, beginning with a rapid transition in the nation’s energy system to cleaner sources of electric power generation.
Removed
The industries we serve are subject to effects of governmental regulation, climate change initiatives and political or social activism, any of which could result in reduced demand for our services, delays in the timing of projects, or cancellations of current or planned future projects.
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The IRA includes billions of dollars in tax incentives, grants and loan programs to support the development, and accelerate deployment of clean energy power projects, including for energy generation, energy manufacturing, clean fuels, clean vehicles and energy efficiency.
Removed
Many of our customers face stringent regulatory and environmental requirements and permitting processes, including governmental regulations and policies. Most of our communications customers are regulated by the FCC, and our energy customers are regulated by the Federal Energy Regulatory Commission (“FERC”), among others. In addition, our utility customers are regulated by state public utility commissions.
Added
However, the OBBBA accelerated the phaseout of certain clean energy tax credits established under the IRA, which may reduce longer term demand for such projects. 8 We believe significant capital investment in the transmission and distribution system, including from the advancement of modern, smart energy solutions, will be required to meet the above-mentioned infrastructure requirements, and that we are well-positioned through our diverse service offerings to benefit from these developing trends.
Removed
These agencies or governments could change their interpretation of current regulations and/or may impose additional regulations, or change government funding programs or spending policies, including the potential for reduced support for renewable energy projects.
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Opportunities in our Pipeline Infrastructure Segment We are one of the largest pipeline contractors in North America, with a balanced portfolio of service offerings, including union and non-union services.
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In January 2025, President Trump announced a temporary pause on new and renewed federal permits and leasing for wind turbine projects, with no end date to such pause specified.
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Our pipeline offerings include construction and maintenance services for pipeline distribution, including for natural gas, water, wastewater and carbon capture sequestration pipelines and pipeline integrity services for the energy and utilities industries. Our pipeline integrity services include replacement and repair of pipeline infrastructure, facilitating their safe use throughout their lifecycle.
Removed
These factors, as well as advances in artificial intelligence and government policies, including spending policies, related to artificial intelligence, could have an adverse effect on our customers, reduce demand for our services and adversely affect our results of operations, cash flows and liquidity.
Added
Notwithstanding efforts to reduce reliance on fossil fuel-related energy sources and transition to renewable sources, we expect that natural gas power generation will continue to play a dominant role in U.S. power generation, both for primary power generation, and for baseload backup power generation to support intermittent clean energy sources.
Removed
Our customers, particularly in the oil and gas industry, could be adversely affected by regulatory initiatives or additional requirements, 17 restrictions or legislation imposed by federal, state, local, or foreign governments, including from climate-related matters and/or any related changes in end-customer demand.
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Although the Department of Energy’s 2025 Annual Energy Outlook (reference case data) assumes natural gas demand may peak within the next five years, it is expected to remain robust and hold strategic importance in meeting rising U.S. energy demand.
Removed
We build renewable energy and other infrastructure for which the development may be partially dependent upon federal tax credits, including from the IIJA and IRA, and for renewable infrastructure, existing renewable portfolio standards and other tax or state incentives. The IIJA and IRA provide for funding in many of the markets in which we operate.
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Specifically, it is projected to account for approximately 40% of U.S. electricity generation through 2030, remaining the second largest source of energy behind renewable technologies through 2050. Further, as industrial production expands, it is predicted that sectors depending on energy-intensive machinery will increasingly demand greater volumes of natural gas.
Removed
Delays and uncertainty related to the implementation and pace of spending, or to project permitting or other matters under the IIJA, IRA and/or other programs, has caused, and could continue to cause, uncertainty related to the timing of our current and future project work expectations.
Added
Additionally, in response to rising data center demand and supportive liquified natural gas (“LNG”) policies, it is predicted that companies will boost their capital expenditures and expand their shale acreage, according to a Deloitte analysis in its 2026 Oil and Gas Industry Outlook.
Removed
Additionally, if our customers are not able to realize the expected benefits of the IIJA or IRA, it could reduce demand for our services. The new presidential administration has included as part of its agenda potential changes to U.S. tax laws.
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A January 2026 analysis from Morningstar DBRS states strong underlying demand for natural gas in the United States is driving record pipeline capacity additions of 18 billion cubic feet per day in 2026, the highest since 2008, driven by significant increases in associated gas production, strong underlying demand from LNG exports and data centers, and a supportive regulatory environment.
Removed
The details of these changes have not yet emerged, but may include reducing the corporate tax rate for domestic oil and gas production, repealing green energy tax credits and extending certain provisions of the Tax Cuts and Jobs Act of 2017 (“TCJA”).
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Demand for LNG exports has risen in recent years and North American export capacity is on track to more than double by 2029, according to an October 2025 publication by the U.S. Energy Information Administration.
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In early February 2025, President Trump announced 25% tariffs on imports from Canada (10% tariff in the case of oil) and Mexico, which tariffs were subsequently delayed until early March 2025, a 10% tariff on imports from China (which President Trump subsequently doubled), and a 25% tariff on all steel and aluminum imports into the United States.
Added
At the same time, the U.S. federal administration has eased environmental regulations, including accelerating permitting reviews of natural gas pipelines and lifting prior pauses on LNG export approvals.
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Many political and economic commentators believe that the impacts of extending certain tax benefits pursuant to the TCJA and new tariffs could potentially cause inflationary pressure that could, in turn, contribute to increases in market interest rates and a decrease in U.S. economic growth.
Added
As a result, we expect sustained demand for new pipeline infrastructure to transport LNG to coastal export facilities over the coming years, including interstate and intrastate pipelines connecting producers to key export terminals.
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We cannot predict, however, whether, when, or to what extent these potential changes in law or policy will become effective, nor can we predict the long-term impact of these potential changes on the industries in which we operate.
Added
Further, according to IBISWorld’s April 2025 publication, “Oil & Gas Pipeline Construction in the U.S.”, many mainline gas pipelines in the United States were built more than 60 years ago, increasing the importance of maintaining the aging infrastructure.
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Elimination of, reduction of, or changes to the IIJA, IRA, existing renewable portfolio standards, environmental policies, tax incentives and/or similar programs, including as a result of the change in administration in the United States, could negatively affect demand for our services.
Added
We believe that gas utility distribution spending for replacement and rehabilitation of aging infrastructure will accelerate over the next several years due to regulatory, sustainability and safety concerns. Similarly, we expect that aging pipeline infrastructure will increasingly require replacement lines and pipeline integrity services as our customers look to enhance the safety, productivity and lives of existing infrastructure.
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All of the above factors could result in fewer projects than anticipated or a delay in the timing of these projects, which could negatively affect demand for our services and have a material adverse effect on our results of operations, cash flows and liquidity.
Added
The United States Environmental Protection Agency (“EPA”) has identified significant long-term funding needs for water and sewer infrastructure, which we expect will drive demand across our diverse water service offerings. According to the EPA’s 2022 Clean Watersheds Needs Survey, over $630 billion will be required over 20 years to address wastewater and stormwater infrastructure needs.
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Unfavorable market conditions, including rising or elevated levels of inflation or interest rates, changes to tariffs and/or trade policies affecting macroeconomic conditions, including inflation, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, supply chain disruptions or political, regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services.
Added
Similarly, the EPA’s 2023 Drinking Water Infrastructure Needs Survey and Assessment estimates an additional $625 billion will be required for drinking water infrastructure over a 20 year period. These investments are driven by aging infrastructure, emerging contaminants, and the need for climate resilience.
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Demand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to unfavorable market conditions and/or downturns in the economy.
Added
Ongoing decarbonization efforts and carbon emission reduction initiatives are expected to drive demand for carbon capture and sequestration technologies, as well as the use of hydrogen as a clean energy power source.
Removed
Unfavorable market conditions, including rising or elevated levels of inflation and/or interest rates, supply chain disruptions, changes to tariffs or trade policies, affecting macroeconomic conditions, including inflation, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, political, regulatory or market uncertainty or public health matters could have a negative effect on demand for, or the profitability of, our customers’ services, which could have a material adverse effect on our business, financial condition and results of operations.
Added
Pipeline infrastructure is expected to play a key role in the transformation to low carbon energy sources, which could involve constructing new pipelines or repurposing existing infrastructure, and supporting new carbon capture and hydrogen technologies, and we believe that we are well positioned to support these developing market trends in the energy transition.
Removed
During past administrations, increased tariffs were implemented on goods imported into the United States, particularly from China, Canada, and Mexico. As China is a major global exporter of steel, solar panels, and aluminum, the tariffs on these specific imports led to price increases and supply chain issues for materials used in the construction of many of our customers projects.
Added
In light of these trends, we are continuously investing in capabilities to further support carbon capture and hydrogen technology infrastructure. We believe that the above-mentioned trends will support continued levels of future project activity across our diversified pipeline capabilities and that we are well-positioned to benefit from these trends.
Removed
In early February 2025, the Trump administration announced 25% tariffs on imports from Canada (10% tariff in the case of energy exports) and Mexico, which tariffs were subsequently delayed until early March 2025, a 10% tariff on imports from China (which President Trump subsequently doubled), and a 25% tariff on all steel and aluminum imports into the United States.
Added
While short-term demand may fluctuate with commodity cycles, we expect that long-term trends in energy transition, infrastructure modernization, and regulatory compliance present sustained demand for our services. Competitive Strengths Our competitive strengths include: Diverse Customer Relationships . We serve a diversified customer and industry base.
Removed
These and similar types of trade policies could lead to issues with global supply chains on a macroeconomic scale, including steel, solar panels and construction equipment, and also affect oil and gas production activity in Canada, which could have a material adverse effect on our business, financial condition and results of operations.
Added
Our customers include some of the largest providers of communications, utility, power (including from renewable and other energy generation sources), data center infrastructure, civil and transportation infrastructure in North America, among others.
Removed
In addition, although the Federal Reserve has periodically lowered short-term interest rates since September 2024, interest rates, particularly long-term rates, remain elevated along with levels of inflation, and we have been subject to, and may continue to be subject to, the general effect of such inflationary market pressures on our business, particularly with respect to interest expense and labor, materials and fuel costs.
Added
We have longstanding relationships and have developed strong alliances with many of our customers, and we strive to maintain these customer relationships and our status as a preferred vendor. Reputation for Reliable Customer Service and Technical Expertise . We have established a reputation for quality customer service and technical expertise.
Removed
Recent inflationary conditions and general labor shortages have resulted in wage inflation as well as increased competition for skilled labor. Even if inflationary pressures moderate, we expect our labor, materials and fuel costs, in particular, to remain elevated if we continue to expand our operations and volume of work.
Added
Our reputation gives us an advantage when competing for new work, both from existing and potential customers. In addition, we have broad service offerings, together with capabilities and expertise in the construction and installation of a wide variety of infrastructure, including wireless, wireline/fiber, clean energy, power delivery, pipeline, heavy civil and industrial infrastructure. North American Footprint .
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We have not been, and may not be able to, fully adjust our contract pricing to compensate for these cost increases, which has affected, and may continue to affect, our profitability and cash flows.
Added
Including our predecessor companies, we have been in business for over 95 years and are one of the largest infrastructure construction services companies in North America operating primarily in the United States and Canada. As of December 31, 2025, we 9 had approximately 36,000 employees and 810 locations.
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Inflationary pressures and the related elevated levels of market interest rates have caused, and could continue to cause, uncertainty for our customers, which has negatively affected, and could continue to negatively affect, their capital expenditure and maintenance budgets.
Added
We offer comprehensive end-to-end infrastructure services to our customers and believe that our experience, technical expertise, geographic reach, financial resources and size are important to our customers. Ability to Respond Quickly and Effectively . The skills required to serve our end-markets are similar, which allows us to utilize qualified personnel across multiple end-markets and projects.
Removed
Should inflation persist or increase, interest rates could remain at elevated levels or increase, which, together with inflation, could have a significant negative effect on the economy in general, and on the construction industry in particular, as well as create volatility in the capital markets, which could adversely affect demand for our services, as well as our profitability, liquidity, cash flows and/or financial condition.
Added
We are able to respond quickly and effectively to industry, market and technological changes, demand and major weather and/or climate-related events by allocating our employees, fleet and other assets as and where they are needed, enabling us to provide cost-effective and timely services for our customers.
Removed
We continually monitor general economic conditions and the market conditions of the industries our customers serve and their relative health compared to the economy as a whole.
Added
We have demonstrated that we have the ability, resources and comprehensive service capabilities required to handle large and complex projects, and our geographic reach, diverse service offerings, deep market presence, operational scalability and financial stability enable us to meet our customers’ changing needs. Experienced Management Team .
Removed
Uncertain or adverse economic or political conditions, the lack of availability of debt or equity financing and/or higher interest rates could cause our customers to reduce their capital spending or seek more favorable pricing and other contract terms and/or cause project cancellations or deferrals.
Added
Our management team plays a significant role in establishing and maintaining long-term relationships with our customers, supporting the growth of our business, integrating acquired businesses and managing the financial aspects of our operations. Our executive management team, business unit presidents and project management teams have broad industry experience and a deep understanding of our customers and their requirements.
Removed
Our operations and/or our customers could be negatively affected by market-related supply chain disruptions caused by delays, shortages of, and increased costs for, the materials necessary to perform projects.
Added
Key management personnel of acquired businesses generally continue to work for us under employment or services agreements.
Removed
Delays for certain materials, most notably for certain of our clean energy customers, have eased primarily starting in 2023; however, if such delays were to recur it could affect our ability to perform these projects. The oil and gas markets have historically been and are likely to continue to be volatile.
Added
Sustainability As a leading engineering and infrastructure construction services provider, we are committed to conducting our operations in a safe, fair and socially and environmentally responsible manner that benefits our stakeholders, including our employees, customers, subcontractors, suppliers, investors and the communities in which we operate. Sustainability principles and practices are embedded within our strategy, risk management and day-to-day operations.
Removed
Oil and gas prices are subject to large fluctuations in response to changes in supply and demand, including from: climate change initiatives and demand for alternative energy sources; disruptions in global economic activity; legislative and regulatory changes; and a variety of other factors that are beyond 18 our control.
Added
We strive to be recognized as a company that achieves our customers’ expectations safely, fairly and profitably, and in a manner that is environmentally responsible, socially aware and rewarding for all our stakeholders.
Removed
Such market volatility can affect our customers’ investment decisions and subject us to project cancellations, deferrals or unexpected changes in the timing of project work.
Added
We strive to achieve these goals through an organizational structure that provides excellent service delivery; establishes a reputation of integrity within the communities in which we work; and provides our team members growth opportunities, respect and fairness in a merit-based and injury-free environment. Sustainability Governance . We believe that sustainability principles are central to our mission and success.
Removed
In addition, our operations and/or our customers, particularly in the Pipeline Infrastructure segment, could be negatively affected by market and political uncertainty, including from unrest and/or military actions, such as heightened geopolitical tensions and conflicts, including the Russia-Ukraine conflicts and the escalated tensions in the Middle East, among others.
Added
The Nominating, Sustainability and Corporate Governance Committee of our Board of Directors has oversight of sustainability matters for MasTec, including overseeing and periodically reviewing MasTec’s approach to considering, evaluating and integrating corporate governance and sustainability matters, including climate-related and other environmental and social matters, into our business strategy and decision-making processes.
Removed
We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. The COVID-19 pandemic created significant volatility, uncertainty and economic disruption, including significant volatility in the U.S. economy and financial markets for several years, and negatively affected our operations during the same period.
Added
Our sustainability reporting is guided by the concepts and disclosures under the Sustainability Accounting Standards Board (“SASB”) for the Engineering and Construction Services Industry and the Task Force on Climate-Related Disclosures (“TCFD”). We continue to develop our processes and reporting for sustainability-related matters.
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A public health epidemic or pandemic poses the risk that we or our employees, customers and/or business partners may be prevented from conducting ordinary course business activities for an indefinite period of time, or that the health crises and their related impacts may otherwise interrupt or affect business activities, or cause us to incur incremental operational costs or experience lower levels of overhead absorption from a reduction in revenue, which could negatively affect our margins and profitability.
Added
Our Sustainability Report, including our SASB and TCFD reference tables and our Climate-Related Financial Risk Disclosure Report, along with our Nominating, Sustainability and Corporate Governance Board Committee charter and our policies on Human and Labor Rights and Safety, Health and Environmental matters, can be found on our website at mastec.com.
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Additionally, we could experience negative effects on our business and operations from possible longer-term changes in consumer and customer behavior.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe following table presents 18-month estimated backlog by reportable segment as of the dates indicated: Reportable Segment (in millions) : December 31, 2024 September 30, 2024 December 31, 2023 Communications $ 6,010 $ 5,855 $ 5,627 Clean Energy and Infrastructure 4,244 4,141 3,115 Power Delivery 3,309 3,160 2,440 Pipeline Infrastructure 735 702 1,225 Other — — — Estimated 18-month backlog $ 14,298 $ 13,858 $ 12,407 As of December 31, 2024, 54% 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.
Biggest changeThe following table presents 18-month estimated backlog by reportable segment as of the dates indicated: Reportable Segment (in millions) : December 31, 2025 September 30, 2025 December 31, 2024 (a) Communications $ 5,483 $ 5,055 $ 4,571 Clean Energy and Infrastructure 6,506 5,026 4,244 Power Delivery 5,579 5,128 4,748 Pipeline Infrastructure 1,395 1,571 735 Other — — — Estimated 18-month backlog $ 18,963 $ 16,780 $ 14,298 (a) Recast to reflect 2025 segment changes.
We are committed to fostering an environment that offers fairness, respect and merit-based growth opportunities, where our employees can freely bring individual and diverse perspectives and varied experiences to work. We seek to attract the best talent and foster a culture of inclusion, teamwork, support and empowerment where all talented individuals have access to opportunities and can achieve success.
We are committed to fostering an environment that offers fairness, respect and merit-based growth opportunities, where our employees can freely bring individual perspectives and varied experiences to work. We seek to attract the best talent and foster a culture of inclusion, teamwork, support and empowerment where all talented individuals have access to opportunities and can achieve success.
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 audited consolidated financial statements, which is incorporated by reference.
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 audited consolidated financial statements, which is 14 incorporated by reference.
We install electrical and gas distribution and transmission systems, power generation, civil and industrial facilities, pipelines, fiber optic and other cables, and provide various install-to-the-home services in a variety of environments for our customers. Maintain, Upgrade and Other Services . We offer 24 hour/365 days-a-year maintenance and upgrade support to our customers.
We install electrical and gas distribution and transmission systems, power generation, civil and industrial facilities, pipelines, fiber optic and other cables, and provide various install-to-the-home services in a variety of environments for our customers. 13 Maintain, Upgrade and Other Services . We offer 24 hour/365 days-a-year maintenance and upgrade support to our customers.
We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, liabilities can be imposed for cleanup of properties, regardless of whether we 15 directly caused the contamination or violated any law at the time of discharge or disposal.
We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, liabilities can be imposed for cleanup of properties, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal.
We strive continuously to improve our safety performance and provide regular safety training and skill-level improvement programs, including: safety orientation for new employees, safety leadership training for our front-line leaders, OSHA construction outreach training, defensive driving and DOT training, operator qualification and electric worker training, excavation and ground penetration safety training, among others.
We strive continuously to assess and improve our safety programs and performance and provide regular safety training and skill-level improvement programs, including: safety orientation for new employees, safety leadership training for our front-line leaders, OSHA construction outreach training, defensive driving and DOT training, operator qualification and electric worker training, excavation and ground penetration safety training, among others.
Our comprehensive service offerings include the regular maintenance of our customers’ distribution facilities, networks and infrastructure, including communications, power generation, pipeline, electrical distribution and transmission and civil and industrial infrastructure. We also provide emergency services for service restoration following natural disasters and accidents, and we perform environmental planning, compliance and remediation.
Our comprehensive service offerings include the regular maintenance of our customers’ distribution facilities, networks and infrastructure, including communications, power generation, pipeline, electrical distribution and transmission and civil and industrial infrastructure. We also provide emergency restoration services following natural disasters and accidents, and we perform environmental planning, compliance and remediation.
In addition, we could be subject to liability for legacy environmental matters arising from our recently acquired businesses. From time to time, we may incur unanticipated and substantial costs and obligations related to environmental compliance and/or remediation matters.
In addition, we 16 could be subject to liability for legacy environmental matters arising from our recently acquired businesses. From time to time, we may incur unanticipated and substantial costs and obligations related to environmental compliance and/or remediation matters.
We seek to foster an environment of strong employee engagement through our commitment to our employees and our team culture. Our strong team culture, together with effective processes and people, allows us to consistently meet the needs of our customers and stakeholders.
We seek to foster an 17 environment of strong employee engagement through our commitment to our employees and our team culture. Our strong team culture, together with effective processes and people, allows us to consistently meet the needs of our customers and stakeholders.
We seek to develop and cultivate current and future leaders, and design our training programs to create high performing teams, improve productivity, positively affect employee motivation and retention and further enhance 16 career development opportunities.
We seek to develop and cultivate current and future leaders, and design our training programs to create high performing teams, improve productivity, positively affect employee motivation and retention and further enhance career development opportunities.
Financial Information About Geographic Areas We operate primarily in the United States and Canada. See Note 13 - Segments and Related Information in the notes to the audited consolidated financial statements, which is incorporated by reference. Human Capital Management At MasTec, our employees are an integral part of our growth and success.
Financial Information About Geographic Areas We operate primarily in the United States and Canada. See Note 14 - Segments and Related Information in the notes to the audited consolidated financial statements, which is incorporated by reference. Human Capital Management At MasTec, our employees are an integral part of our growth and success.
We believe that professional development is essential to the success of our business, as it drives employee engagement and ensures that our team members have the requisite skills and training to deliver the highest level of excellence to our customers. Our employees’ career development begins with the onboarding process and continues throughout their careers.
P rofessional and Career Development. We believe that professional development is essential to the success of our business, as it drives employee engagement and ensures that our team members have the requisite skills and training to deliver the highest level of excellence to our customers. Our employees’ career development begins with the onboarding process and continues throughout their careers.
See Note 14 - Commitments and Contingencies in the notes to the audited consolidated financial statements, which is incorporated by reference. Adverse climate and weather events, including drought conditions and high winds, have increased operational and legal risks in certain locations for us and other contractors.
See Note 15 - Commitments and Contingencies in the notes to the audited consolidated financial statements, which is incorporated by reference. Adverse climate and weather events, including drought conditions and high winds, have increased operational and legal risks in certain locations for us and other contractors.
In addition, to help our employees build a financially secure future, we offer a 401(k) plan with matching benefits, an employee stock purchase plan, life and disability insurance plans and a flexible spending account to help employees cover medical expenses. We also offer employees support for personal and work-life issues, including health, legal and financial matters. Professional and Career Development.
In addition, to help our employees build a financially secure future, we offer a 401(k) plan with matching benefits, an employee stock purchase plan, life and disability insurance plans and a flexible spending account to help employees cover medical expenses. We also offer employees support for personal and work-life issues, including health, legal and financial matters.
See Note 13 - Segments and Related Information and Note 14 - Commitments and Contingencies in the notes to the audited consolidated financial statements, which are incorporated by reference, for customer concentration information.
See Note 14 - Segments and Related Information and Note 15 - Commitments and Contingencies in the notes to the audited consolidated financial statements, which are incorporated by reference, for customer concentration information.
The potential implications and financial impact of climate-related risks and opportunities remains uncertain, but we recognize that these risks and opportunities could be significant to our business.
The potential implications and financial impact of climate-related risks and opportunities remain uncertain, but we recognize that these risks and opportunities could be significant to our business.
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 75% of our estimated year-end 2024 backlog in 2025.
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 74% of our estimated year-end 2025 backlog in 2026.
Additionally, there are significant environmental regulations under consideration to address climate change, regulate and report on emissions of greenhouse gases and encourage the use of clean energy technologies. We regularly monitor proposed regulations and legislation and have processes in place to adapt our business and operations, as necessary, to meet any such new requirements.
Additionally, there are environmental regulations under consideration to address climate change, regulate and report on emissions of GHG and encourage the use of clean energy technologies. We regularly monitor proposed regulations and legislation and have processes in place to adapt our business and operations, as necessary, to meet any such new requirements.
Copies of our Board of Directors Governance Principles and Code of Business Conduct and Ethics, which applies to all of our directors, officers, including our principal executive, financial and accounting officers, and employees and includes additional criteria that are applicable to our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and senior financial and other officers, and the charters for each of our Audit, Compensation, and Nominating, Sustainability and Corporate Governance Committees are also available on our website in the Investors section under the tab “Corporate Governance,” or may be obtained by contacting our Vice President of Investor Relations by phone at (305) 406-1815, or by email at investor.relations@mastec.com.
Copies of our Board of Directors Governance Principles and Code of Business Conduct and Ethics, which applies to all of our directors, officers, including our principal executive, financial and accounting officers, and employees and includes additional criteria that are applicable to our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and senior financial and other officers, and the charters for each of our Audit, Compensation, Finance and Mergers and Acquisitions, and Nominating, Sustainability and Corporate Governance Committees are also available on our website in the Investors section under the tab “Corporate Governance,” or may be obtained by contacting our Vice President of Investor Relations by phone at (305) 507-7304, or by email at investor.relations@mastec.com.
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 $4.2 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.
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 $4.8 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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “General Economic, Market and Regulatory Conditions.” 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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - General Economic, Market and Regulatory Conditions.” 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.
As of December 31, 2024, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $7.2 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $3.0 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.
As of December 31, 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 $4.0 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.
For the years ended December 31, 2024, 2023 and 2022, revenue derived from projects performed under master service and other service agreements totaled 41%, 40% and 51%, respectively, of consolidated revenue.
For the years ended December 31, 2025, 2024 and 2023, revenue derived from projects performed under master service and other service agreements totaled 44%, 41% and 40%, respectively, of consolidated revenue.
Our operations are, however, subject to numerous laws and regulations, among them: • environmental laws and regulations; • regulations related to worker safety and health, including those established by the Occupational Safety and Health Administration (“OSHA”) and state equivalents; • wage and hour regulations (e.g., Fair Labor Standards Act) and regulations associated with our collective bargaining agreements and unionized workforce; • regulations related to vehicle registrations, including those of the states and the U.S.
Our operations are, however, subject to numerous laws and regulations, among them: • environmental laws and regulations; • regulations related to worker safety and health, including those established by the Occupational Safety and Health Administration (“OSHA”), Mine Safety and Health Administration (MSHA), and other local and state equivalents; • regulation relating to employment, including wage and hour regulations (e.g., Fair Labor Standards Act), I-9 regulations and regulations associated with our collective bargaining agreements and unionized workforce; • regulations related to vehicle registrations, including those of the states and the U.S.
We seek to effectively manage our projects and services to maintain appropriate profit margins and cash flows. We also strive to identify opportunities for leverage within our business, such as deploying resources across multiple customers and projects in order to enhance our operating effectiveness and utilization rates. We also seek to maintain strong working capital management practices.
We also strive to identify opportunities for leverage within our business, such as deploying resources across multiple customers and projects in order to enhance our operating effectiveness and utilization rates. We also seek to maintain strong working capital management practices.
Most of these agreements can be 13 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 discussed in Item 7.
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 discussed in Item 7.
We regularly assess our business risks and opportunities, and we are working to develop our processes to assess the potential effects and magnitude of climate-related risks and opportunities on our operations, financial results and key business strategies, as guided by the recommendations of the TCFD. Strategy The key elements of our business strategy are as follows: Operational Excellence .
We regularly assess our business risks and opportunities, and we continue to develop and improve our processes to assess both the potential effects and magnitude of climate-related risks and opportunities on our operations, financial results and key business strategies, as guided by the recommendations of the TCFD.
This Committee is also responsible for considering MasTec’s material sustainability issues, discussing associated risks with the full Board and management and reviewing and considering whether MasTec has appropriate policies, processes, strategies and initiatives in place to address such matters, including climate-related risks and opportunities.
The Committee also considers MasTec’s material sustainability risks and opportunities, including for climate-related matters, along with the full Board and MasTec management, and reviews and considers whether MasTec has appropriate policies, processes, strategies and initiatives in place to address such matters.
Department of Transportation (“DOT”); • contractor licensing requirements; • permitting and inspection requirements; • building and electrical codes; and • cyber and other data protection and security requirements.
Department of Transportation (“DOT”); • contractor licensing requirements; • permitting and inspection requirements; • building and electrical codes; • cyber and other data protection and security requirements; and • applicable U.S. and non-U.S. anti-corruption regulations.
We operate a diverse fleet of on-road and off-road equipment. Substantially all of our equipment is obtained from third-party vendors, and we are not dependent upon any single vendor for our equipment requirements. We also utilize independent contractors to assist on projects and to help us manage our work flow.
Substantially all of our equipment is obtained from third-party vendors, and we are not dependent upon any single vendor for our equipment requirements. We also utilize independent contractors to assist on projects and to help us manage our work flow. Our independent contractors typically provide their own vehicles, tools and insurance coverage.
Under certain other projects, we purchase the necessary materials and supplies on behalf of our customers from third-party providers. We are not dependent on any one vendor for project-related materials or supplies required for the projects we manage. We also depend on the availability of certain equipment to perform our services.
We are not dependent on any one vendor for project-related materials or supplies required for the projects we manage. We also depend on the availability of certain equipment to perform our services. We operate a diverse fleet of on-road and off-road equipment.
Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investors section of our website.
Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investors section of our website. ITEM 1A. RISK FACTORS Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risks and uncertainties described below.
We procure insurance from the commercial insurance market to cover a portion of such risks; however, limited capacity and high costs in insurance markets have increased our reliance on self-insurance for these exposures with respect to certain geographic areas. 14 Suppliers, Materials and Working Capital Under many of our contracts, our customers provide the necessary materials and supplies for projects and we are responsible for the installation of, but not the cost or warranty of, those materials.
We procure insurance from the commercial insurance market to cover a portion of such risks; however, limited capacity and high costs in insurance markets have increased our reliance on self-insurance for these exposures with respect to certain geographic areas.
We intend to use our broad geographic presence, technical expertise, financial and operational resources, customer relationships and full range of services to capitalize on these trends and grow our business. Effective Capital Structure Management .
We intend to use our broad geographic presence, technical expertise, financial and operational resources, customer relationships and full range of services to capitalize on these trends and grow our business. Effective Capital Structure Management . We have made significant investments in transformational acquisition activities over the past few years and have maintained investment grade rating since 2021.
Our “Zero Harm” culture is fundamental to our goal of world class safety performance, and we work to instill safety values in every team member, such that safe behavior becomes instinctive and automatic. We are driven by our commitment to safety and our “Zero Harm” culture to develop and implement safety programs and processes with safety excellence as our goal.
Our safety management process includes continuously monitoring, reporting and addressing our key safety performance indicators. Our “Zero Harm” culture is fundamental to our goal of world class safety performance, and we work to instill safety values in every team member, such that safe behavior becomes instinctive and automatic.
We evaluate our business and operations on a regular basis, and from time to time, we may divest certain businesses or assets or curtail selected business activities or operations that do not produce adequate revenue or margin or those that no longer fit within our long-term business strategy. 12 Services Our core services are the engineering, building, installation, maintenance and upgrade of infrastructure, primarily for providers of communications, utility, power (including renewable and other energy generation sources), civil and transportation infrastructure.
We evaluate our business and operations on a regular basis, and from time to time, we may divest certain businesses or assets or curtail selected business activities or operations that do not produce adequate revenue or margin or those that no longer fit within our long-term business strategy.
We have a proactive safety culture, and our safety leadership structure is designed to create accountability within each of our businesses and at the corporate level. Our safety management process includes continuously monitoring, reporting and addressing our key safety performance indicators.
We continually evaluate our safety programs to protect our most important asset – our team members. We have a proactive safety culture, and our safety leadership structure is designed to create accountability within each of our businesses and at the corporate level, with reporting to our executive management team.
Item 1C. “Cybersecurity,” for additional details. Sustainability and Climate-Related Governance . The Nominating, Sustainability and Corporate Governance Committee of the Board of Directors has oversight of sustainability-oriented matters for MasTec, including overseeing MasTec’s approach to considering, evaluating and integrating climate-related risks and opportunities into MasTec’s business strategy and decision-making processes.
Item 1C. “Cybersecurity,” for additional details. Sustainability and Climate-Related Governance . The Nominating, Sustainability and Corporate Governance Committee of the Board of Directors oversees and periodically reviews the Company’s integration of sustainability principles and practices, including for climate-related, biodiversity and other environmental matters, into MasTec’s business strategy and decision-making processes.
We expect to manage our capital structure in the future to maintain this credit rating and we believe that we have sufficient capital resources to fund our planned operations. We have a $2.25 billion senior unsecured credit facility, under which we had approximately $1,792.6 million of revolving loan borrowing availability as of December 31, 2024.
We expect to manage our capital structure in the future to maintain this credit rating and we believe that we have sufficient capital resources to fund our planned operations.
We recognize the need of our workforce to have a safe workplace and are committed to maintaining a strong and sustainable safety culture within our organization. We continually evaluate our safety programs to protect our most important asset – our team members.
It is a mindset that permeates all aspects of our operations, and an attitude that our employees exhibit, strongly and openly. We recognize the need of our workforce to have a safe workplace and are committed to maintaining a strong and sustainable safety culture within our organization.
Our independent contractors typically provide their own vehicles, tools and insurance coverage. We are not dependent on any single independent contractor. A number of factors that we may not be able to accurately predict or control could result in increased costs for, or delays in delivery of, materials and equipment, including supply chain disruptions.
A number of factors that we may not be able to accurately predict or control could result in increased costs for, or delays in delivery of, materials and equipment, including supply chain disruptions. 15 In recent years, our industry was impacted by market-related supply chain disruptions, most notably constraints and delays affecting certain materials for our clean energy customers.
We also provide certain other services. The services we provide to our customers primarily encompass the following: Build . We build infrastructure for customers across a range of industries.
We build infrastructure for customers across a range of industries.
While the related supply chain issues eased primarily in 2023, our ability to perform these projects could be negatively affected in the future if such delays for certain materials were to recur or prices therefor increase.
While these supply chain disruptions have eased, our operations could be negatively affected in the future if such disruptions were to recur, or if geopolitical tensions exacerbate global supply constraints.
For the twelve month period ended December 31, 2024, we had an average of approximately 33,000 employees, of which approximately 7,000 were represented by unions or subject to collective bargaining agreements, and as December 31, 2024, we had approximately 32,000 employees, of which approximately 7,000 were represented by unions or subject to collective bargaining agreements.
As of December 31, 2025, we had approximately 36,000 employees, of which approximately 9,000 were represented by unions or subject to collective bargaining agreements. Approximately 97% of our employees are located in the United States. Safety. Safety is a core value at MasTec.
In addition, certain of our clean energy customers began experiencing regulatory-related supply chain issues in 2022 that resulted in delays, shortages of, and increased costs for, the materials necessary to construct certain solar renewable projects, which affected our ability to perform these projects.
Our operations and/or our customers could be negatively affected by market-related supply chain disruptions caused by delays, shortages of, and increased costs for, the materials necessary to perform projects.
Further, the effects of tariffs and similar types of trade policies could lead to issues with global supply chains on a macroeconomic scale, including steel, solar panels and construction equipment which could have a material adverse effect on our business, financial condition and results of operations.
While the duration, extent and effects of these tariffs and trade actions cannot be predicted with certainty, these policy changes could impact our ability to execute projects and have a material adverse effect on our business, financial condition, and results of operations.
Removed
We have made significant investments in transformational acquisition activities over the past few years and have maintained investment grade rating since 2021 despite a post-acquisition increase in our leverage, primarily to finance the acquisition of Infrastructure and Energy Alternatives, Inc. (“IEA”) in 2022.
Added
Strategy The key elements of our business strategy are as follows: Operational Excellence . We seek to effectively manage our projects and services to maintain appropriate profit margins and cash flows.
Removed
In 2022, certain market-related supply chain disruptions affected our industry, and as a result, we increased our level of purchasing activity to secure the necessary materials and equipment to meet our project requirements. While these supply chain disruptions moderated primarily in 2023, our operations could be negatively affected in the future if such disruptions were to recur.
Added
We have a senior unsecured credit facility that is composed of $1.9 billion of revolving commitments as of December 31, 2025, under which we had approximately $1,725 million of revolving loan borrowing availability as of December 31, 2025.
Removed
Approximately 98% of our employees are located in the United States. Safety. Safety is a core value at MasTec. It is a mindset that permeates all aspects of our operations, and an attitude that our employees exhibit, strongly and openly.
Added
Services Our core services are the engineering, building, installation, maintenance and upgrade of infrastructure, primarily for providers of communications, utility, power (including renewable and other energy generation sources), civil and transportation infrastructure. We also provide certain other services. The services we provide to our customers primarily encompass the following: Build .
Added
See Note 14 - Segments and Related Information in the notes to the consolidated financial statements, which is incorporated by reference, for additional information.
Added
As of December 31, 2025, 47% 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.
Added
Suppliers, Materials and Working Capital Under many of our contracts, our customers provide the necessary materials and supplies for projects and we are responsible for the installation of, but not the cost or warranty of, those materials. Under certain other projects, we purchase the necessary materials and supplies on behalf of our customers from third-party providers.
Added
We are not dependent on any single independent contractor.
Added
For example, during the year ended December 31, 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.
Added
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. More recently, on February 20, 2026, the U.S.
Added
Supreme Court ruled that certain trade tariffs imposed by the U.S. federal government under the International Emergency Economic Powers Act (“IEEPA”) were unconstitutional. Following the U.S. Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
Added
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.
Added
We are driven by our commitment to safety and our “Zero Harm” culture to develop and implement safety programs and processes with safety excellence as our goal.
Added
Additional risks and uncertainties not known to us or not described below could also negatively affect our operations. If any of the risks described below or other risks that are unknown to us were to occur, our business, financial condition, results of operations and cash flows could suffer, and/or the trading price of our common stock could decline.
Added
We also may not be able to achieve our goals or expectations. You should carefully consider the risks described below, together with all of the other information in this Form 10-K, including our Cautionary Statement Regarding Forward-Looking Statements above.
Added
Risks Related to the Industries We Serve Changes to laws, governmental regulations and policies, including those pertaining to governmental permitting, tax incentives, government funding programs and spending policies, as well as advances in artificial intelligence, could affect demand for our services, or cause delays or cancellations of projects.
Added
Additionally, demand for construction services depends on industry activity and expenditure levels, which can be affected by a variety of political, macro-economic and market factors. Our inability or failure to adjust to such changes or factors could adversely affect our results of operations, cash flows and liquidity.
Added
The industries we serve are subject to effects of new or changing governmental regulation, including for climate-related matters, governmental permitting, environmental approval processes, stricter enforcement of existing laws and regulations, climate change litigation, and political or social activism, any of which could result in reduced demand for our services, delays in the timing of projects, or cancellations of current or planned future projects.
Added
Many of our customers face stringent regulatory and environmental requirements and permitting processes, including governmental regulations and policies. Most of our communications customers are regulated by the FCC, and our energy customers are regulated by the Federal Energy Regulatory Commission, among others. In addition, our utility customers are regulated by state public utility commissions.
Added
These agencies or governments could change their interpretation of current regulations and/or may impose additional regulations, or change government funding programs or spending policies, including the potential for reduced support for renewable energy projects.
Added
Our customers could be adversely affected by regulatory initiatives or additional requirements, restrictions or legislation imposed by federal, state, local, or foreign governments, including from climate-related matters and/or any related changes in end-customer demand.
Added
The current U.S. administration has implemented various policies and actions that could inhibit wind or renewable energy development activity and, although to date these have been overturned by the courts, or are the subject of ongoing litigation, these policies and actions could create uncertainty that could cause customers to reduce the scope of, delay or cancel renewable energy projects.
Added
Additionally, the current U.S. administration has established initiatives to reform federal government processes and reduce expenditures. Implementation of these initiatives, along with pressures on and uncertainty surrounding the federal budget and budgetary priorities, could adversely affect funding and, as a result, demand for our services.
Added
These factors, as well as potential disruptions related to artificial intelligence in the industries we serve, could have an adverse effect on our customers and reduce demand for our services and adversely affect our results of operations, cash flows and liquidity. 18 We build renewable energy and other infrastructure for which the development may be partially dependent upon federal tax credits, including from the IIJA and IRA, and for renewable infrastructure, existing renewable portfolio standards and other federal or state tax incentives.
Added
The IIJA and IRA provide funding in many of the markets in which we operate. Delays and uncertainty related to the implementation and pace of spending, or to project permitting or other matters under the IIJA, IRA and/or other programs, has caused, and could continue to cause, uncertainty related to the timing of our current and future project work expectations.
Added
Additionally, elimination of, reduction of, or changes to the IIJA, IRA, existing renewable portfolio standards, environmental policies, tax incentives and/or similar programs could negatively affect demand for our services.
Added
In July 2025, OBBBA was signed into law, and while it extended many provisions of the Tax Cuts and Jobs Act of 2017 (“TCJA”), it also accelerated the phaseout of certain clean energy tax credits established under the IRA, including the clean electricity investment and clean energy production credits for solar and wind projects, which may reduce longer term demand for such projects.
Added
We cannot predict, however, whether, when, or to what extent these changes in governmental programs and spending policies will impact the industries in which we operate in the long term.
Added
All of the above factors could result in fewer projects than anticipated or a delay in the timing of these projects, which could negatively affect demand for our services and have a material adverse effect on our results of operations, cash flows and liquidity.
Added
Tariff and trade actions by the United States and other countries could have a material adverse effect on our business, financial condition, and results of operations.
Added
During the year ended December 31, 2025, the U.S. government announced significant trade policy and tariff actions on imports from a broad set of countries, including Canada, Mexico, European Union member states, Japan, Germany and China, in response to which many countries announced retaliatory trade actions, including tariffs on U.S. exports or bans by foreign countries on certain of their exports.
Added
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. More recently, on February 20, 2026, the U.S. Supreme Court ruled that certain trade tariffs imposed by the U.S. federal government under the IEEPA were unconstitutional.

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Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeWe believe that our existing facilities are adequate for our current and planned levels of operation. ITEM 3. LEGAL PROCEEDINGS The information set forth in Note 14 - Commitments and Contingencies in the notes to the audited consolidated financial statements in Item 8 of this Form 10-K is incorporated by reference.
Biggest changeWe believe that our existing facilities are adequate for our current and planned levels of operation. ITEM 3. LEGAL PROCEEDINGS The information set forth in Note 15 - Commitments and Contingencies in the notes to the audited consolidated financial statements in Item 8 of this Form 10-K is incorporated by reference.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

98 edited+12 added−23 removed33 unchanged
Biggest changeFor the Years Ended December 31, EBITDA Reconciliation: 2024 2023 2022 Net income (loss) $ 199.4 1.6 % $ (47.3) (0.4) % $ 33.9 0.3 % Interest expense, net 193.3 1.6 % 234.4 2.0 % 112.3 1.1 % Provision for (benefit from) income taxes 51.5 0.4 % (35.4) (0.3) % 9.2 0.1 % Depreciation 366.8 3.0 % 433.9 3.6 % 371.2 3.8 % Amortization of intangible assets 139.9 1.1 % 169.2 1.4 % 135.9 1.4 % EBITDA $ 950.8 7.7 % $ 754.9 6.3 % $ 662.5 6.8 % Non-cash stock-based compensation expense 32.7 0.3 % 33.3 0.3 % 27.4 0.3 % Loss on extinguishment of debt 11.3 0.1 % — — % — — % Changes in fair value of acquisition-related contingent items 10.7 0.1 % (13.9) (0.1) % (3.4) (0.0) % Acquisition and integration costs — — % 71.9 0.6 % 86.0 0.9 % Losses, net, on fair value of investment — — % 0.2 0.0 % 7.7 0.1 % Project results from non-controlled joint venture — — % — — % (2.8) (0.0) % Bargain purchase gain — — % — — % (0.2) (0.0) % Adjusted EBITDA $ 1,005.6 8.2 % $ 846.4 7.1 % $ 777.2 7.9 % 43 A reconciliation of EBITDA and EBITDA margin to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods indicated is as follows: For the Years Ended December 31, 2024 2023 2022 EBITDA $ 950.8 7.7 % $ 754.9 6.3 % $ 662.5 6.8 % Non-cash stock-based compensation expense (a) 32.7 0.3 % 33.3 0.3 % 27.4 0.3 % Loss on extinguishment of debt (a) 11.3 0.1 % — — % — — % Changes in fair value of acquisition-related contingent items (a) 10.7 0.1 % (13.9) (0.1) % (3.4) (0.0) % Acquisition and integration costs (b) — — % 71.9 0.6 % 86.0 0.9 % Losses, net, on fair value of investment (a) — — % 0.2 0.0 % 7.7 0.1 % Project results from non-controlled joint venture (c) — — % — — % (2.8) (0.0) % Bargain purchase gain (a) — — % — — % (0.2) (0.0) % Adjusted EBITDA $ 1,005.6 8.2 % $ 846.4 7.1 % $ 777.2 7.9 % Segment: Communications $ 333.7 9.6 % $ 291.7 8.9 % $ 331.8 10.3 % Clean Energy and Infrastructure 257.0 6.3 % 169.5 4.3 % 109.2 4.2 % Power Delivery 187.7 7.0 % 216.3 7.9 % 241.9 8.9 % Pipeline Infrastructure 389.4 18.3 % 284.4 13.7 % 171.5 14.1 % Other 26.2 NM 25.0 NM 29.0 NM Segment Total $ 1,194.1 9.7 % $ 986.9 8.2 % $ 883.4 9.0 % Corporate (188.5) — (140.5) — (106.2) — Adjusted EBITDA $ 1,005.6 8.2 % $ 846.4 7.1 % $ 777.2 7.9 % NM - Percentage is not meaningful (a) Non-cash stock-based compensation expense, loss on extinguishment of debt, changes in fair value of acquisition-related contingent items, losses, net, on the fair value of an investment and the bargain purchase gain from a prior year acquisition are included within Corporate EBITDA.
Biggest changeYear Ended December 31, EBITDA Reconciliation: 2025 2024 2023 Net income (loss) $ 422.0 3.0 % $ 199.4 1.6 % $ (47.3) (0.4) % Interest expense, net 173.0 1.2 % 193.3 1.6 % 234.4 2.0 % Provision for (benefit from) income taxes 93.4 0.7 % 51.5 0.4 % (35.4) (0.3) % Depreciation 295.9 2.1 % 366.8 3.0 % 433.9 3.6 % Amortization of intangible assets 131.2 0.9 % 139.9 1.1 % 169.2 1.4 % EBITDA $ 1,115.5 7.8 % $ 950.8 7.7 % $ 754.9 6.3 % Non-cash stock-based compensation expense 34.0 0.2 % 32.7 0.3 % 33.3 0.3 % Loss on extinguishment of debt — — % 11.3 0.1 % — — % Changes in fair value of acquisition-related contingent items 0.7 0.0 % 10.7 0.1 % (13.9) (0.1) % Acquisition and integration costs — — % — — % 71.9 0.6 % Losses on fair value of investment — — % — — % 0.2 0.0 % Adjusted EBITDA $ 1,150.1 8.0 % $ 1,005.6 8.2 % $ 846.4 7.1 % 45 A reconciliation of EBITDA and EBITDA margin to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods indicated is as follows: Year Ended December 31, 2025 2024 (a) 2023 (a) EBITDA $ 1,115.5 7.8 % $ 950.8 7.7 % $ 754.9 6.3 % Non-cash stock-based compensation expense (b) 34.0 0.2 % 32.7 0.3 % 33.3 0.3 % Loss on extinguishment of debt (b) — — % 11.3 0.1 % — — % Changes in fair value of acquisition-related contingent items (b) 0.7 0.0 % 10.7 0.1 % (13.9) (0.1) % Acquisition and integration costs (c) — — % — — % 71.9 0.6 % Losses on fair value of investment (b) — — % — — % 0.2 0.0 % Adjusted EBITDA $ 1,150.1 8.0 % $ 1,005.6 8.2 % $ 846.4 7.1 % Segment: Communications $ 309.5 9.3 % $ 220.1 8.7 % $ 201.4 8.5 % Clean Energy and Infrastructure 348.6 7.4 % 257.0 6.3 % 169.5 4.3 % Power Delivery 338.8 8.1 % 301.3 8.3 % 306.5 8.5 % Pipeline Infrastructure 317.9 14.9 % 389.4 18.3 % 284.4 13.7 % Other 30.8 NM 26.2 NM 25.0 NM Segment Total $ 1,345.6 9.4 % $ 1,194.1 9.7 % $ 986.9 8.2 % Corporate (195.5) — (188.5) — (140.5) — Adjusted EBITDA $ 1,150.1 8.0 % $ 1,005.6 8.2 % $ 846.4 7.1 % NM - Percentage is not meaningful (a) Recast to reflect 2025 segment changes.
We incurred a loss on debt extinguishment of approximately $11 million for the year ended December 31, 2024 in connection with the second quarter 2024 repayment of our 6.625% IEA Senior Notes and Three-Year Term Loan Facility. Other expense (income), net.
We incurred a loss on debt extinguishment of approximately $11 million for the year ended December 31, 2024 in connection with the second quarter 2024 repayment of our 6.625% IEA Senior Notes and Three-Year Term Loan Facility. Other (income) expense, net.
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.
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 48 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.
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, and amortization of intangible assets is subject to acquisition activity, which varies from period to period. Our computation of non-U.S.
Non-cash stock-based compensation expense can be subject to volatility from changes in the market price per share of our common stock 44 or variations in the value and number of shares granted, and amortization of intangible assets is subject to acquisition activity, which varies from period to period. Our computation of non-U.S.
Item 3. “Legal Proceedings” of this Form 10-K. Comparison of Fiscal Year Results 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).
Item 3. “Legal Proceedings” of this Form 10-K. 41 Comparison of Fiscal Year Results 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).
For the year ended December 31, 2024, Corporate EBITDA included approximately $11 million of a loss on debt extinguishment, $5 million of expense from changes to estimated Earn-out accruals, and $5 million of expense from the changes in the fair value of additional contingent payments to former owners of an acquired business.
For the year ended December 31, 2024, Corporate EBITDA included approximately $11 million of a loss on debt extinguishment, $5 million of expense, net, from changes to estimated Earn-out accruals, and $5 million of expense from the changes in the fair value of additional contingent payments to former owners of an acquired business.
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.
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.
GAAP financial measures now excludes the effects of changes in fair value of acquisition-related contingent items due to their non-operational nature and inherent volatility, as activity varies from period to period.
GAAP financial measures excludes the effects of changes in fair value of acquisition-related contingent items due to their non-operational nature and inherent volatility, as activity varies from period to period.
Other Segment Results EBITDA. EBITDA from Other businesses relates primarily to equity in earnings from our investments in the Waha JVs, offset, in part, by losses from other businesses and investments. Corporate Results EBITDA.
EBITDA from Other businesses relates primarily to equity in earnings from our investments in the Waha JVs, offset, in part, by losses from other businesses and investments. Corporate Results EBITDA.
Our tax payments vary with changes in taxable income and earnings based on estimates of full year taxable income activity and estimated tax rates. Working Capital.
Our tax payments vary with changes in taxable income and earnings based on estimates of full year taxable income activity and estimated tax rates. 47 Working Capital.
Certain of these payments may be made either in cash or in MasTec common stock, or a combination thereof, at our option. Due to the contingent nature of these payments, we have only included obligations that we expect will be paid in cash and have been earned as of December 31, 2024.
Certain of these payments may be made either in cash or in MasTec common stock, or a combination thereof, at our option. Due to the contingent nature of these payments, we have only included obligations that we expect will be paid in cash and have been earned as of December 31, 2025.
Foreign Operations Our foreign operations are primarily in Canada. See Note 13 - Segments and Related Information in the notes to the audited consolidated financial statements, which is incorporated by reference. Non-U.S. GAAP Financial Measures As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S.
Foreign Operations Our foreign operations are primarily in Canada. See Note 14 - Segments and Related Information in the notes to the audited consolidated financial statements, which is incorporated by reference. Non-U.S. GAAP Financial Measures As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S.
Refer to Note 4 - Fair Value of Financial Instruments, Note 14 - Commitments and Contingencies and Note 15 - Related Party Transactions in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional information related to our off-balance sheet arrangements.
Refer to Note 4 - Fair Value of Financial Instruments, Note 15 - Commitments and Contingencies and Note 16 - Related Party Transactions in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional information related to our off-balance sheet arrangements.
(b) For the year ended December 31, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $22.5 million, $37.1 million and $8.5 million, respectively, of acquisition and integration costs, and Corporate EBITDA included $3.8 million of such costs.
(c) For the year ended December 31, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $22.5 million, $37.1 million and $8.5 million, respectively, of acquisition and integration costs, and Corporate EBITDA included $3.8 million of such costs.
As of December 31, 2024, 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.
As of December 31, 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.
Debt Covenants We were in compliance with the provisions and covenants contained in our outstanding debt instruments as of December 31, 2024, and we expect to be in compliance with these provisions and covenants for the next twelve months.
Debt Covenants We were in compliance with the provisions and covenants contained in our outstanding debt instruments as of December 31, 2025, and we expect to be in compliance with these provisions and covenants for the next twelve months.
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 December 31, 2024 was approximately $113 million. Of this amount, approximately $21 million represents the liability for earned amounts.
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 December 31, 2025 was approximately $73 million. Of this amount, approximately $21 million represents the liability for earned amounts.
(b) Represents expected future interest payments on debt and finance lease obligations outstanding as of December 31, 2024, and does not include potential letter of credit or commitment fees associated with our senior unsecured credit facility.
(b) Represents expected future interest payments on debt, finance lease and other obligations outstanding as of December 31, 2025, and does not include potential letter of credit or commitment fees associated with our senior unsecured credit facility.
In times of low unemployment and/or high inflation, our labor costs may increase due to shortages in the supply of skilled labor and increases in compensation rates generally. Immigration actions may also affect the availability of labor.
In times of low unemployment and/or high inflation, our labor costs may increase due to shortages in the supply of skilled labor and increases in compensation rates generally. Changes to immigration policy may also affect the availability of labor.
For the years ended December 31, 2024, 2023 and 2022, our consolidated tax amounts, as adjusted, were expenses with effective tax rates of 21.8%, 19.1% and 21.2%, respectively. (b) Represents the effects of statutory and other tax rate changes for the years ended December 31, 2024, 2023 and 2022.
For the years ended December 31, 2025, 2024 and 2023, our consolidated tax amounts, as adjusted, were expenses with effective tax rates of 21.0%, 21.8% and 19.1%, respectively. (b) Represents the effects of statutory and other tax rate changes for the years ended December 31, 2025, 2024 and 2023.
The remainder is management’s estimate of Earn-out liabilities that are contingent upon future performance. For the years ended December 31, 2024, 2023 and 2022, we made $26 million, $39 million and $38 million, respectively, of payments related to our Earn-out liabilities.
The remainder is management’s estimate of Earn-out liabilities that are contingent upon future performance. For the years ended December 31, 2025, 2024 and 2023, we made $49 million, $26 million and $39 million, respectively, of payments related to our Earn-out liabilities.
For the years ended December 31, 2024 and 2023, equity in earnings from unconsolidated affiliates, net, totaled approximately $30 million and $31 million, respectively, and related primarily to our investments in the Waha JVs. Loss on extinguishment of debt.
For the years ended December 31, 2025 and 2024, equity in earnings from unconsolidated affiliates, net, totaled approximately $32 million and $30 million, respectively, and related primarily to our investments in the Waha JVs. 42 Loss on extinguishment of debt.
The number of shares that would be paid in connection with the remaining Additional Payments as of December 31, 2024 is approximately 50,000 shares. Income Taxes. Tax payments, net of tax refunds, totaled $44 million, $10 million and $9 million for the years ended December 31, 2024, 2023 and 2022.
The number of shares that would be paid in connection with the remaining Additional Payments as of December 31, 2025 is approximately 50,000 shares. Income Taxes. Tax payments, net of tax refunds, totaled $44 million for both the years ended December 31, 2025 and 2024 and $10 million for the year ended December 31, 2023.
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.
Vendor terms generally range from 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.
Our acquisition of HMG in 2021 provided for certain additional payments to be made to the sellers if certain acquired receivables are collected, which we refer to as the “Additional Payments.” As of December 31, 2024, the estimated fair value of remaining Additional Payments was approximately $14 million, which for the year ended December 31, 2024, includes the effect of fair value adjustments related to the contingent shares totaling losses of approximately $5.5 million.
Our acquisition of HMG in 2021 provided for certain additional payments to be made to the sellers if certain acquired receivables are collected, which we refer to as the “Additional Payments.” As of December 31, 2025, the estimated fair value of remaining Additional Payments was approximately $18 million, which for the year ended December 31, 2025, includes the effect of fair value adjustments related to the contingent shares totaling losses of approximately $4.1 million.
Comparison of Years Ended December 31, 2023 and 2022 Refer to Item 7.
Comparison of Years Ended December 31, 2024 and 2023 Refer to Item 7.
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.
See below for discussion of our days sales outstanding, net of contract liabilities, which we refer to as days sales outstanding, or “DSO.” 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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 2023 and 2022” of the Company’s 2023 Annual Report on Form 10-K (“the 2023 Form 10-K”) for a comparison of results for the years ended December 31, 2023 and 2022, which discussion is incorporated herein by reference.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 2024 and 2023” of the Company’s 2024 Annual Report on Form 10-K (the “2024 Form 10-K”) for a comparison of results for the years ended December 31, 2024 and 2023, which discussion is incorporated herein by reference.
For the years ended December 31, 2024 and 2022, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 20.5% and 21.3%, respectively, and for the year ended December 31, 2023, such amount was a benefit, with effective tax rates, as reported, of 42.8%.
For the years ended December 31, 2025 and 2024, our consolidated tax amounts were expenses, with effective tax rates, as reported, of 18.1% and 20.5%, respectively, and for the year ended December 31, 2023, such amount was a benefit, with effective tax rates, as reported, of 42.8%.
We typically utilize cash for business acquisitions and other strategic arrangements, and for the year ended December 31, 2024, we used $80 million of cash for this purpose.
We typically utilize cash for business acquisitions and other strategic arrangements, and for the year ended December 31, 2025, we used $71 million of cash for this purpose.
The Five-Year Term Loan is subject to certain provisions and covenants, as more fully described in Note 7 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference.
The 2025 Term Loan Facility is subject to certain provisions and covenants, as more fully described in Note 8 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference.
With the exception of our credit facilities and term loans, all of our debt instruments are fixed rate interest obligations. 48 Off-Balance Sheet Arrangements As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business.
With the exception of our senior unsecured credit facility and 2025 Term Loan Facility, all of our debt instruments are fixed rate interest obligations. Off-Balance Sheet Arrangements As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business.
See Note 13 - Segments and Related Information in the notes to the audited 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.
Analysis of Revenue and EBITDA by Segment We review our operating results by reportable segment. See Note 14 - Segments and Related Information in the notes to the audited 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.
Overall, general and administrative expenses decreased by approximately 30 basis points as a percentage of revenue for the year ended December 31, 2024 as compared with the same period in 2023. Interest expense, net.
Overall, general and administrative expenses decreased by approximately 60 basis points as a percentage of revenue for the year ended December 31, 2025 as compared with the same period in 2024 due to higher levels of revenue. Interest expense, net.
Capital Expenditures . For the year ended December 31, 2024, we spent approximately $149 million on capital expenditures, or $83 million, net of asset disposals, and incurred approximately $151 million of equipment purchases under finance leases and other financing arrangements.
Capital Expenditures . For the year ended December 31, 2025, we spent approximately $260 million on capital expenditures, or $204 million, net of asset disposals, and incurred approximately $229 million of equipment purchases under finance leases and other financing arrangements.
AVCT filed for bankruptcy in the first quarter of 2023, and our investment was fully written off. We exclude intangible asset amortization and selected purchase accounting adjustments, including the bargain purchase gain from a prior year acquisition, from our non-U.S. GAAP financial measures due to their non-operational nature and inherent volatility, as acquisition activity varies from period to period.
AVCT filed for bankruptcy in the first quarter of 2023, and our investment was fully written off. We exclude intangible asset amortization from our non-U.S. GAAP financial measures due to its non-operational nature and inherent volatility, as acquisition activity varies from period to period.
For the Years Ended December 31, 2024 2023 2022 Net income (loss) $ 199.4 $ (47.3) $ 33.9 Adjustments: Non-cash stock-based compensation expense 32.7 33.3 27.4 Amortization of intangible assets 139.9 169.2 135.9 Loss on extinguishment of debt 11.3 — — Changes in fair value of acquisition-related contingent items 10.7 (13.9) (3.4) Acquisition and integration costs — 71.9 86.0 Losses, net, on fair value of investment — 0.2 7.7 Project results from non-controlled joint venture — — (2.8) Bargain purchase gain — — (0.2) Total adjustments, pre-tax $ 194.6 $ 260.8 $ 250.7 Income tax effect of adjustments (a) (44.8) (74.0) (58.6) Statutory and other tax rate effects (b) (0.9) 4.6 5.5 Adjusted net income $ 348.3 $ 144.1 $ 231.4 Net income attributable to non-controlling interests 36.6 2.7 0.5 Adjusted net income attributable to MasTec, Inc. $ 311.7 $ 141.4 $ 230.9 For the Years Ended December 31, 2024 2023 2022 Diluted earnings (loss) per share $ 2.06 $ (0.64) $ 0.42 Adjustments: Non-cash stock-based compensation expense 0.41 0.43 0.36 Amortization of intangible assets 1.77 2.16 1.78 Loss on extinguishment of debt 0.14 — — Changes in fair value of acquisition-related contingent items 0.14 (0.18) (0.04) Acquisition and integration costs — 0.92 1.13 Losses, net, on fair value of investment — 0.00 0.10 Project results from non-controlled joint venture — — (0.04) Bargain purchase gain — — (0.00) Total adjustments, pre-tax $ 2.47 $ 3.33 $ 3.29 Income tax effect of adjustments (a) (0.57) (0.94) (0.77) Statutory and other tax rate effects (b) (0.01) 0.06 0.07 Adjusted diluted earnings per share $ 3.95 $ 1.81 $ 3.01 (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.
Year Ended December 31, 2025 2024 2023 Net income (loss) $ 422.0 $ 199.4 $ (47.3) Adjustments: Non-cash stock-based compensation expense 34.0 32.7 33.3 Amortization of intangible assets 131.2 139.9 169.2 Loss on extinguishment of debt — 11.3 — Changes in fair value of acquisition-related contingent items 0.7 10.7 (13.9) Acquisition and integration costs — — 71.9 Losses on fair value of investment — — 0.2 Total adjustments, pre-tax $ 165.9 $ 194.6 $ 260.8 Income tax effect of adjustments (a) (44.7) (44.8) (74.0) Statutory and other tax rate effects (b) (5.0) (0.9) 4.6 Adjusted net income $ 538.2 $ 348.3 $ 144.1 Net income attributable to non-controlling interests 23.0 36.6 2.7 Adjusted net income attributable to MasTec, Inc. $ 515.2 $ 311.7 $ 141.4 46 Year Ended December 31, 2025 2024 2023 Diluted earnings (loss) per share $ 5.07 $ 2.06 $ (0.64) Adjustments: Non-cash stock-based compensation expense 0.43 0.41 0.43 Amortization of intangible assets 1.67 1.77 2.16 Loss on extinguishment of debt — 0.14 — Changes in fair value of acquisition-related contingent items 0.01 0.14 (0.18) Acquisition and integration costs — — 0.92 Losses on fair value of investment — — 0.00 Total adjustments, pre-tax $ 2.11 $ 2.47 $ 3.33 Income tax effect of adjustments (a) (0.57) (0.57) (0.94) Statutory and other tax rate effects (b) (0.06) (0.01) 0.06 Adjusted diluted earnings per share $ 6.55 $ 3.95 $ 1.81 (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.
Corporate expenses for the year ended December 31, 2024 not related to the above-described items increased by approximately $41 million as compared with the same period in 2023, due primarily to the effects of timing of ordinary course legal and other settlement matters, increases in compensation expense, information technology, travel, and other administrative expenses, offset, in part, by a reduction in professional fees and certain acquisition and integration costs.
Corporate expenses for the year ended December 31, 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 expense and other administrative expenses, including professional fees, offset, in part, by the effects of timing of ordinary course legal and other settlement matters.
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.
We believe that these adjusted measures provide a baseline for analyzing trends in our underlying business.
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.
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., formerly known as Henkels & McCoy Group, Inc.
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 $160 million of equipment purchases under finance leases and other financing arrangements.
We estimate that we will spend approximately $270 million on capital expenditures, or approximately $200 million, net of asset disposals, in 2026, and we expect to incur approximately $230 million to $255 million of equipment purchases under finance leases and other financing arrangements.
Our DSO was 60 as of December 31, 2024, as compared with DSO of 74 as of December 31, 2023.
Our DSO was 65 as of December 31, 2025, as compared with DSO of 60 as of December 31, 2024.
Material and commodity prices are subject to unexpected fluctuations due to events outside of our control, including fluctuations in global supply and demand, climate-related effects, and geopolitical events, such as military conflicts, including the Russia-Ukraine conflicts and the escalating tensions in the Middle East, and trade disputes, which events have caused market volatility and could create heightened global market volatility in the future.
Material and commodity prices are subject to volatility due to events outside of our control, such as tariff and trade actions, fluctuations in global supply and demand, climate-related effects, and geopolitical events, which events have caused and could create heightened global market volatility in the future.
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.
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 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.
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.
As a percentage of revenue, amortization of intangible assets decreased by approximately 30 basis points as compared with the same period in 2023. General and administrative expenses .
As a percentage of revenue, amortization of intangible assets decreased by approximately 20 basis points as compared with the same period in 2024 primarily due to higher levels of revenue. General and administrative expenses .
Sources and Uses of Cash As of December 31, 2024, we had approximately $653 million in working capital, defined as current assets less current liabilities, as compared with $1,137 million as of December 31, 2023, a decrease of approximately $484 million.
Sources and Uses of Cash As of December 31, 2025, we had approximately $1,058 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 $405 million.
The 6.625% MasTec Senior Notes are subject to certain provisions and covenants, as more fully described in Note 7 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference.
The Credit Facility is subject to certain provisions and covenants, as more fully described in Note 8 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference. Senior Notes 4.500% Senior Notes.
Total accounts receivable, which consists of contract billings, unbilled receivables and retainage, net of allowance, totaled approximately $2.9 billion as of December 31, 2024 as compared with $3.1 billion as of December 31, 2023, due primarily to a decrease in DSO and timing of project billings and collections.
Total accounts receivable, which consists of contract billings, unbilled receivables and retainage, net of allowance, totaled approximately $3.5 billion as of December 31, 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.
Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, which are described in the comparison of results section below.
Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, which are described in the comparison of results section below. Unless otherwise stated, comparisons are for the years ended December 31, 2025 and 2024.
Net cash used in financing activities for the year ended December 31, 2024 was $1,090 million, as compared with net cash used in financing activities of $351 million in 2023, for an increase in cash used in financin g activities of approximately $739 million.
Financing Activities. Net cash used in financing activities for the year ended December 31, 2025 was $283 million, as compared with net cash used in financing activities of $1,090 million in 2024, for a decrease in cash used in financin g activities of approximately $807 million.
Communications Segment Results Revenue. The increase in revenue was driven primarily by higher levels of wireless, wireline and utility project activity due, in part, to customer project timing in our wireless and wireline businesses. These increases were 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.
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. EBITDA.
For the year ended December 31, 2023, Corporate EBITDA included approximately $13 million of income, net, from changes to estimated Earn-out accruals, $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA, and $1 million of income from the changes in the fair value of additional contingent payments to former owners of an acquired business.
For the year ended December 31, 2025, Corporate EBITDA included $3 million of income, net, from changes to estimated Earn-out accruals and $4 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business.
GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense; loss on extinguishment of debt; changes in fair value of acquisition-related contingent items; acquisition and integration costs related to certain acquisition activity, as more fully described below; fair value gains or losses, net, on an investment; project results from an acquisition-related proportionately consolidated non-controlled Canadian joint venture that was underway at the time of the related acquisition, which joint venture was managed by a third party and automatically terminated upon completion of the project; the bargain purchase gain from a prior year acquisition; and, for Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, amortization of intangible assets, the effects of statutory and other tax rate changes, and the tax effects of the adjusted items.
GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense; loss on extinguishment of debt; changes in fair value of acquisition-related contingent items; acquisition and integration costs related to certain acquisition activity, as more fully described below; fair value gains or losses, net, on an investment; and, for Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, amortization of intangible assets, the effects of statutory and other tax rate changes, and the tax effects of the adjusted items.
As a percentage of revenue, depreciation decreased by approximately 60 basis points, due primarily to a net reduction of approximately $34 million 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, in part, from lower levels of property and equipment, net.
As a percentage of revenue, depreciation decreased by approximately 90 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, offset, in part, by higher capital expenditures to support operational growth and the replacement of older machinery and equipment.
As a percentage of revenue, EBITDA decreased by approximately 60 basis points, or $16 million, due to a combination of reduced project efficiencies and mix, including from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work, including due to regulatory effects, offset, in part, by a reduction of approximately $9 million in certain acquisition and integration costs.
As a percentage of revenue, EBITDA decreased by approximately 340 basis points, or $72 million, due primarily to reduced efficiencies, including from a reduction in revenue on midstream pipeline projects, the effects of project mix, and the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work. Other Segment Results EBITDA.
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 per share, and should be viewed in conjunction with the most comparable U.S.
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.
(Provision for) benefit from income taxes. For the year ended December 31, 2024, our effective tax rate was an expense of 20.5% as compared with a benefit of 42.8% for the same period in 2023. Our effective tax rate for the year ended December 31, 2024 included the effects of a lower state income tax rate and tax credits.
Provision for income taxes. For the year ended December 31, 2025, our effective tax rate was an expense of 18.1% as compared with an expense of 20.5% for the same period in 2024.
EBITDA. As a percentage of revenue, EBITDA increased by approximately 140 basis points, or $48 million, due to improved project efficiencies, including from our wireless and wireline businesses, and as a result of a reduction of approximately $23 million in certain acquisition and integration costs. Higher levels of revenue resulted in an increase in EBITDA of approximately $17 million.
As a percentage of revenue, EBITDA increased by approximately 50 basis points, or $18 million, due to improved project efficiencies, including from our wireless and wireline businesses. Higher levels of revenue resulted in an increase in EBITDA of approximately $71 million. 43 Clean Energy and Infrastructure Segment Results Revenue .
The decrease in general and administrative expenses was primarily due to a $64 million reduction in acquisition and integration costs, a decrease in information technology expenses and an increase in gains on sales of assets, net, offset, in part, by an increase in compensation expense and the effects of timing of ordinary course legal and other settlement matters.
The increase in general and administrative expenses was due 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.
For the year ended December 31, 2023, other income, net, included approximately $13 million of income, net, from changes to estimated Earn-out accruals, approximately $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA, approximately $29 million of other miscellaneous income, including from insurance and other settlements, and approximately $1 million of income from changes in the fair value of additional contingent payments to former owners of an acquired business, offset, in part, by approximately $3 million of impairment losses on an investment.
For the year ended December 31, 2025, other income, net, included approximately $3 million of income, net, from changes to estimated Earn-out accruals, approximately $6 million of other miscellaneous income, offset, in part, by approximately $4 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business.
In light of these conditions, we expect elevated market interest rates and continuing, but moderating, levels of cost inflation for the foreseeable future. The primary inflationary factors directly affecting our operations are labor, material and fuel costs. The labor market remains at historically low levels of unemployment, creating pressure on the supply of skilled labor.
Impact of Inflation The primary inflationary factors directly affecting our operations are labor, fuel and material costs. The labor market remains at low levels of unemployment, creating pressure on the supply of skilled labor.
See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net and Note 4 - Fair Value of Financial Instruments in the notes to the audited consolidated financial statements, which is incorporated by reference, for additional details regarding these acquisition-related contingent items. 42 In 2021, we initiated a significant transformation of our end-market business operations to focus on the nation’s transition to low-carbon energy sources and position the Company for expected future opportunities.
See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net and Note 4 - Fair Value of Financial Instruments in the notes to the audited consolidated financial statements, which is incorporated by reference, for additional details regarding these acquisition-related contingent items.
Payments of acquisition-related contingent consideration included within financing activities totaled $25 million in 2024 as compared to $22 million in 2023. Total payments of acquisition-related contingent consideration, including payments in excess of acquisition-date liabilities, which are classified within operating activities, totaled $26 million in 2024 as compared with $39 million in 2023.
Total payments of acquisition-related contingent consideration, including payments in excess of acquisition-date liabilities, which are classified within operating activities, totaled $49 million for the year ended December 31, 2025 as compared with $26 million for the same period in 2024.
As a percentage of revenue, EBITDA increased by approximately 450 basis points, or $97 million, due primarily to project efficiencies and improved productivity, including as a result of improved operating leverage from higher levels of revenue, as well as the effects of project mix. Higher levels of revenue contributed an increase in EBITDA of approximately $8 million.
As a percentage of revenue, EBITDA increased by approximately 110 basis points, or $53 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 $38 million.
See discussion below for further detail regarding our cash flows and related activity. 46 Sources and uses of cash are summarized below (in millions): For the Years Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 1,121.6 $ 687.3 $ 352.3 Net cash used in investing activities $ (157.5) $ (178.1) $ (821.2) Net cash (used in) provided by financing activities $ (1,090.2) $ (351.0) $ 480.9 Operating Activities.
Sources and uses of cash are summarized below (in millions): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 545.7 $ 1,121.6 $ 687.3 Net cash used in investing activities $ (267.2) $ (157.5) $ (178.1) Net cash used in financing activities $ (283.4) $ (1,090.2) $ (351.0) Operating Activities.
For the Years Ended December 31, Change 2024 2023 $ % Revenue $ 12,303.5 100.0 % $ 11,995.9 100.0 % $ 307.5 2.6 % Costs of revenue, excluding depreciation and amortization 10,676.0 86.8 % 10,613.8 88.5 % 62.2 0.6 % Depreciation 366.8 3.0 % 433.9 3.6 % (67.2) (15.5) % Amortization of intangible assets 139.9 1.1 % 169.2 1.4 % (29.4) (17.4) % General and administrative expenses 684.5 5.6 % 698.9 5.8 % (14.4) (2.1) % Interest expense, net 193.3 1.6 % 234.4 2.0 % (41.1) (17.6) % Equity in earnings of unconsolidated affiliates, net (30.2) (0.2) % (30.7) (0.3) % 0.5 (1.5) % Loss on extinguishment of debt 11.3 0.1 % — — % 11.3 100.0 % Other expense (income), net 11.0 0.1 % (40.9) (0.3) % 51.9 (126.9) % Income (loss) before income taxes $ 251.0 2.0 % $ (82.7) (0.7) % $ 333.7 (403.4) % (Provision for) benefit from income taxes (51.5) (0.4) % 35.4 0.3 % (87.0) (245.6) % Net income (loss) $ 199.4 1.6 % $ (47.3) (0.4) % $ 246.7 NM Net income attributable to non-controlling interests 36.6 0.3 % 2.7 0.0 % 34.0 NM Net income (loss) attributable to MasTec, Inc. $ 162.8 1.3 % $ (49.9) (0.4) % $ 212.7 (425.9) % NM - Percentage is not meaningful 39 Comparison of Years Ended December 31, 2024 and 2023 Revenue .
Year Ended December 31, Change 2025 2024 $ % Revenue $ 14,299.2 100.0 % $ 12,303.5 100.0 % $ 1,995.7 16.2 % Costs of revenue, excluding depreciation and amortization 12,506.4 87.5 % 10,676.0 86.8 % 1,830.5 17.1 % Depreciation 295.9 2.1 % 366.8 3.0 % (70.9) (19.3) % Amortization of intangible assets 131.2 0.9 % 139.9 1.1 % (8.7) (6.2) % General and administrative expenses 713.0 5.0 % 684.5 5.6 % 28.5 4.2 % Interest expense, net 173.0 1.2 % 193.3 1.6 % (20.3) (10.5) % Equity in earnings of unconsolidated affiliates, net (32.0) (0.2) % (30.2) (0.2) % (1.7) 5.7 % Loss on extinguishment of debt — — % 11.3 0.1 % (11.3) (100.0) % Other (income) expense, net (3.8) (0.0) % 11.0 0.1 % (14.8) NM Income before income taxes $ 515.4 3.6 % $ 251.0 2.0 % $ 264.4 105.4 % Provision for income taxes (93.4) (0.7) % (51.5) (0.4) % (41.8) 81.2 % Net income $ 422.0 3.0 % $ 199.4 1.6 % $ 222.6 111.6 % Net income attributable to non-controlling interests 23.0 0.2 % 36.6 0.3 % (13.7) (37.3) % Net income attributable to MasTec, Inc. $ 399.0 2.8 % $ 162.8 1.3 % $ 236.3 145.1 % NM - Percentage is not meaningful Comparison of Years Ended December 31, 2025 and 2024 Revenue .
Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $37 million for the year ended December 31, 2024, as compared with $3 million for the same period in 2023.
Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $23 million for the year ended December 31, 2025, as compared with $37 million for the same period in 2024. The decrease was primarily attributable to the decrease in activity of certain entities within the Pipeline Infrastructure and Communications segments with minority interest holders.
Market and economic volatility and/or uncertainty can also affect our customers’ investment decisions and subject us to project cancellations, deferrals or unexpected changes in the timing of project work. Market prices for goods can also be affected by supply chain disruptions, which in the past have negatively affected our operations, as discussed in Item 1.
Market prices for goods can also be affected by supply chain disruptions, which in the past have negatively affected our operations, as discussed in Item 1.
Contractual Payment Obligations The following table sets forth our contractual payment obligations as of December 31, 2024 during the periods indicated below (in millions): Contractual Obligations Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years and Thereafter Senior credit facility $ 375.6 $ 17.5 $ 358.1 $ — $ — 4.500% Senior Notes 600.0 — — 600.0 — 5.900% Senior Notes 550.0 — — 550.0 — 6.625% Senior Notes 71.6 — — 71.6 — Five-Year Term Loan Facility 285.0 15.0 270.0 — — Finance lease and other obligations 356.5 154.2 160.9 39.8 1.6 Operating lease liabilities 448.7 161.4 199.7 53.1 34.5 Earn-out obligations (a) 21.0 21.0 — — — Interest (b) 382.9 117.7 192.0 73.2 — Total $ 3,091.3 $ 486.8 $ 1,180.7 $ 1,387.7 $ 36.1 (a) Under certain acquisition agreements, we have agreed to pay the sellers earn-outs and other amounts based on the performance of the businesses acquired.
Additional Information For detailed discussion and additional information pertaining to our debt instruments, including current period balances and rates of interest, see Note 8 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference. 49 Contractual Payment Obligations The following table sets forth our contractual payment obligations as of December 31, 2025 during the periods indicated below (in millions): Contractual Obligations Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years and Thereafter Senior credit facility $ 118.0 $ — $ — $ 118.0 $ — 4.500% Senior Notes 600.0 — 600.0 — — 5.900% Senior Notes 550.0 — — 550.0 — 6.625% Senior Notes 72.3 — — 72.3 — 2025 Term Loan Facility 600.0 — 600.0 — — Finance lease and other obligations 405.3 154.3 192.1 58.4 0.5 Operating lease liabilities 514.6 195.3 239.6 51.5 28.2 Earn-out obligations (a) 21.0 21.0 — — — Interest (b) 331.6 111.6 192.4 27.6 — Total $ 3,212.8 $ 482.2 $ 1,824.1 $ 877.8 $ 28.7 (a) Under certain acquisition agreements, we have agreed to pay the sellers earn-outs and other amounts based on the performance of the businesses acquired.
Recently Issued Accounting Pronouncements See Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference.
While the impact of these factors cannot be fully eliminated, we take proactive steps to mitigate their effects; however, inflationary pressures could adversely affect our business operations in the future. Recently Issued Accounting Pronouncements See Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference.
(c) Project results from a non-controlled joint venture are included within Other segment EBITDA. 44 The tables below, which may contain slight summation differences due to rounding, reconcile reported net income and reported diluted earnings per share, the most directly comparable U.S.
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, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share.
This transformation included significant acquisition activity to expand our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, and resulted in significant acquisition and integration costs.
In 2021, we initiated a significant transformation of our end-market business operations to focus on the nation’s transition to low-carbon energy sources and position the Company for expected future opportunities. This transformation included significant acquisition activity to expand our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, and resulted in significant acquisition and integration costs.
See 45 Note 7 - Debt in the notes to the audited consolidated financial statements in this Form 10-K, which is incorporated by reference, for details of our recent debt transactions, including our $550.0 million offering of 5.900% Senior Notes, the repayment of our $400.0 million Three-Year Term Loan Facility and the redemption of our 6.625% IEA Senior Notes.
See Note 8 - Debt in the notes to the audited consolidated financial statements, which is incorporated by reference, for details of our recent debt transactions, including the amendment and restatement of our senior credit facility and the repayment of the outstanding loans under the existing credit agreement, our new term loan facility, and the repayment of our five-year term loan.
The basis point decrease was due to a combination of improved project efficiencies and project mix, primarily within our Clean Energy and Infrastructure and Pipeline Infrastructure segments, as well as an $8 million decrease in certain acquisition and integration costs offset, in part, by reduced productivity from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work.
The basis point increase was due to a combination of reduced project efficiencies and project mix, primarily within our Pipeline Infrastructure and Power Delivery segments, offset, in part, by improved productivity and efficiencies within our Clean Energy and Infrastructure segment. See “Analysis of Revenue and EBITDA by Segment” below for discussion of operating capacity effects by segment. Depreciation.
Cash and cash equivalents totaled approximately $400 million and $530 million as of December 31, 2024 and 2023, respectively, for a decrease of $130 million.
Cash and cash equivalents totaled approximately $396 million and $400 million as of December 31, 2025 and 2024, respectively, for a decrease of $4 million. See discussion below for further detail regarding our cash flows and related activity.
The decrease in DSO as of December 31, 2024 as compared with December 31, 2023 was due to timing of ordinary course billing and collection activities and changes in contract liabilities due to ordinary course project activity, primarily in connection with new project starts within the Company’s Clean Energy and Infrastructure and Pipeline Infrastructure segments.
The increase in DSO as of December 31, 2025 as compared with December 31, 2024 was due to timing of ordinary course billing and collection activities.
On a consolidated basis, revenue increased by $308 million driven by our segment results as follows: revenue increased in our Communications segment by approximately $201 million, or 6%, in our Clean Energy and Infrastructure segment by approximately $130 million, or 3%, in our Pipeline Infrastructure segment by approximately $61 million, or 3%, and decreased in our Power Delivery segment by approximately $53 million or 2%.
On a consolidated basis, revenue increased by $1,996 million driven by our segment results as follows: revenue increased in our Communications segment by approximately $815 million, or 32%, in our Clean Energy and Infrastructure segment by approximately $607 million, or 15%, in our Power Delivery segment by approximately $563 million or 16%, and in our Pipeline Infrastructure segment by approximately $4 million, remaining generally flat as compared with the prior year.
Higher levels of revenue contributed an increase of $272 million in costs of revenue, excluding depreciation and amortization, and improved productivity contributed a decrease of approximately $210 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue decreased by approximately 170 basis points to 86.8% of revenue in 2024 from 88.5% of revenue in 2023.
Costs of revenue, excluding depreciation and amortization, as a percentage of revenue increased by approximately 70 basis points to 87.5% of revenue in 2025 compared to 86.8% of revenue in 2024.
The remaining net proceeds from the 5.900% Senior Notes offering were used, along with available cash, for the repayment of the Company’s $400 million Three-Year Term Loan Facility. 6.625% Senior Notes We have $75 million aggregate principal amount of 6.625% senior unsecured notes due August 15, 2029 (the “6.625% Senior Notes”).
We have $75 million aggregate principal amount of 6.625% senior unsecured notes due August 15, 2029 (the “6.625% Senior Notes”).

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report on Form 10-K. PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report on Form 10-K. 32 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe did not have any share repurchases under our share repurchase programs for the year ended December 31, 2024. 31 The following table provides information about repurchases of our common stock during the three month period ended December 31, 2024: Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet be Purchased under the Program (b) October 1 through October 31 8,580 $ 125.82 — $ 77,326,434 November 1 through November 30 4,865 $ 130.35 — $ 77,326,434 December 1 through December 31 6,631 $ 140.56 — $ 77,326,434 Total 20,076 — (a) Includes 8,580, 4,569, and 6,631 shares reacquired by the Company on the open market pursuant to the Amended ESPPs in October, November and December of 2024, respectively, and 296 shares withheld for income tax purposes in connection with shares issued under compensation and benefit programs in November of 2024.
Biggest changeThe following table provides information about repurchases of our common stock during the three months ended December 31, 2025: Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet be Purchased under the Program (b) October 1 through October 31 6,667 $ 206.04 — $ 250,000,000 November 1 through November 30 5,276 $ 202.51 — $ 250,000,000 December 1 through December 31 4,375 $ 222.54 — $ 250,000,000 Total 16,318 — (a) Includes 6,667, 5,097, and 4,375 shares reacquired by the Company on the open market pursuant to the Amended ESPPs in October, November and December of 2025, respectively, and 179 shares withheld for income tax purposes in connection with shares issued under compensation and benefit programs in November of 2025.
The Company’s share repurchase programs, under which it undertakes share repurchases for strategic purposes, including (i) when management believes that the market price of the Company’s stock is undervalued; (ii) such repurchases will enhance long-term shareholder value; (iii) the Company has adequate liquidity; and (iv) management believes that such repurchases are appropriate uses of capital, do not have an expiration date and may be modified or suspended at any time at the Company’s discretion.
The Company’s share repurchase programs, under which it undertakes share repurchases for strategic purposes, including when (i) management believes that the market price of the Company’s stock is undervalued; (ii) such repurchases will enhance long-term shareholder value; (iii) the Company has adequate liquidity; and (iv) management believes that such repurchases are appropriate uses of capital, do not have an expiration date and may be modified or suspended at any time at the Company’s discretion.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among MasTec, Inc., the S&P 500 Index, and a Peer Group *$100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2025 Standard & Poor’s, a division of S&P Global. All rights reserved.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among MasTec, Inc., the S&P 500 Index, and MasTec’s 2024 and 2025 Peer Group *$100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.
The graph assumes that the value of the investment in our common stock, as well as that of the S&P 500 and our peer group, was $100 on December 31, 2019 and tracks it through December 31, 2024.
The graph assumes that the value of the investment in our common stock, as well as that of the S&P 500 and our peer group, was $100 on December 31, 2020 and tracks it through December 31, 2025.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “MTZ.” Holders. As of February 24, 2025, there were 1,640 holders of record of our common stock.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “MTZ.” Holders. As of February 23, 2026, there were 1,201 holders of record of our common stock.
Performance Graph The performance graph below compares the cumulative five year total return for our common stock with the cumulative total return (including reinvestment of dividends) of the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), and with that of the following members of a peer group consisting of Quanta Services, Inc., MYR Group, Inc., Dycom Industries, Inc., Jacobs Solutions Inc. and Primoris Services Corporation.
(b) As of December 31, 2025, the full amount remains available for share repurchases under our May 2025 $250 million share repurchase program, which was publicly announced on May 1, 2025. 33 Performance Graph The performance graph below compares the cumulative five year total return for our common stock with the cumulative total return (including reinvestment of dividends) of the Standard and Poor’s 500 Composite Stock Index (“S&P 500”), and with that of the following members of a peer group consisting of Quanta Services, Inc., MYR Group, Inc., Dycom Industries, Inc. and Primoris Services Corporation.
See Note 11 - Equity in the notes to the audited consolidated financial statements, which is incorporated by reference, for information pertaining to our share repurchase programs.
See Note 12 - Equity in the notes to the audited consolidated financial statements, which is incorporated by reference, for information pertaining to our share repurchase programs. For the year ended December 31, 2025, we repurchased a total of 702,533 shares of our common stock under our share repurchase programs.
Removed
(b) As of December 31, 2024, the remaining amount available for share repurchases under our March 2020 $150 million share repurchase program, which was publicly announced on March 19, 2020, totaled $77.3 million.
Added
For the year ended December 31, 2025, we removed Jacobs Solutions Inc. from our peer group comparison due to dissimilarities with respect to the nature of its service offerings and end markets.
Removed
As of December 31, 2019 2020 2021 2022 2023 2024 MasTec, Inc. $ 100.00 $ 106.27 $ 143.83 $ 133.00 $ 118.02 $ 212.19 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Peer Group $ 100.00 $ 144.38 $ 202.05 $ 211.04 $ 286.75 $ 407.11 32
Added
As of December 31, 2020 2021 2022 2023 2024 2025 MasTec, Inc. $ 100.00 $ 135.35 $ 125.15 $ 111.06 $ 199.68 $ 318.82 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 2024 Peer Group $ 100.00 $ 139.95 $ 146.18 $ 198.63 $ 282.00 $ 374.37 2025 Peer Group $ 100.00 $ 148.92 $ 173.01 $ 257.75 $ 381.83 $ 540.62

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeIn addition, the impact of tariffs and other trade policies, immigration policies, as well as changes in federal government support for renewable power and other infrastructure projects, may have both negative and positive effects on the demand for our services, capital costs, labor costs and availability and costs of our operations.
Biggest changeThe 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.
Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period. Understanding Our Results of Operations Revenue. We primarily provide engineering, building, installation, maintenance and upgrade services to our customers.
Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period. 36 Understanding Our Results of Operations Revenue. We primarily provide engineering, building, installation, maintenance and upgrade services to our customers.
ITEM 6. RESERVED ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our business, financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and notes thereto in Item 8 of this Form 10-K.
ITEM 6. RESERVED 34 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our business, financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and notes thereto in Item 8 of this Form 10-K.
“Risk Factors” under “ Unfavorable market conditions, including rising or elevated levels of inflation or interest rates, changes to tariffs and/or trade policies affecting macroeconomic conditions, including inflation, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, supply chain disruptions or political, regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services. ” for discussion pertaining to opportunities in the industries we serve and potential effects of market conditions.
“Risk Factors” under “ Unfavorable market conditions, including elevated levels of inflation and/or interest rates, supply chain disruptions, political regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services. ” for discussion pertaining to opportunities in the industries we serve and potential effects of market conditions.
Additionally, the effects of ongoing geopolitical events that are outside of our control, such as the political unrest and military conflicts in the Middle East and Ukraine, could potentially increase volatility and uncertainty in the energy and capital markets, which could delay projects and/or negatively affect demand for future projects.
Additionally, the effects of ongoing geopolitical events that are outside of our control, could potentially increase volatility and uncertainty in the energy and capital markets, which could delay projects and/or negatively affect demand for future projects.
“Risk Factors.” General Economic, Market and Regulatory Conditions We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions, including the level of interest rates; inflationary effects on the costs of labor, materials and fuel; supply chain disruptions; uncertainty related to the implementation and pace of spending under governmental programs and initiatives related to infrastructure and other industrial investment, delays and uncertainty related to project permitting and/or other regulatory matters or uncertainty, including, but not limited to, as a result of a temporary pause on new and renewed federal permits and leasing for wind turbine projects announced by President Trump in January 2025, with no end date to such pause specified; climate, environmental and sustainability-related matters; changes in technology, tax and other incentives; potential market volatility that could negatively affect demand for future projects, and/or delay existing project timing or cause increased project costs; and public health matters.
“Risk Factors.” General Economic, Market and Regulatory Conditions We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions, including the level of interest rates; inflationary effects on the costs of labor, materials and fuel; supply chain disruptions; uncertainty related to the implementation and pace of spending under governmental programs and initiatives related to infrastructure and other industrial investment, delays and uncertainty related to project permitting and/or other regulatory matters or uncertainty; climate, environmental and sustainability-related matters; changes in technology, tax and other incentives; potential market volatility that could negatively affect demand for future projects, and/or delay existing project timing or cause increased project costs; and public health matters.
In 2021, we initiated a significant transformation of our end-market business operations to position us for expected future growth opportunities. This transformation included significant business combination activity, including expansion of our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which resulted in significant acquisition and integration costs in prior periods.
This transformation included significant business combination activity, including expansion of our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which resulted in significant acquisition and integration costs in subsequent periods.
These acquisition and integration activities were completed in the fourth quarter of 2023. Recent acquisitions .
Although acquisitions continue to be an element of our growth strategy, the integration activities related to the transformation-related acquisitions were completed in the fourth quarter of 2023. Recent acquisitions .
Additionally, we acquired certain of the equity interests of two equipment companies, both of which are included within our Pipeline Infrastructure segment.
Additionally, we acquired certain of the equity interests of two equipment companies, both of which are included within our Pipeline Infrastructure segment. For additional information, see Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which is incorporated by reference.
Removed
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.
Added
During the year ended December 31, 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.
Removed
We expect 2025 to continue to be a dynamic macroeconomic environment, with elevated market interest rates and continuing, but moderating levels of cost inflation and potential market volatility, any or all of which could adversely affect our costs and customer demand.
Added
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, in turn affecting project demand and timing. More recently, on February 20, 2026, the U.S.
Removed
These conditions could also affect the cost of capital of both us and our customers, as well as our customers’ plans for capital investments and ongoing maintenance expenditures, which could negatively affect demand for our services. We could also experience negative effects from possible longer-term changes in consumer and customer behavior due to regulatory, climate-related or other factors.
Added
Supreme Court ruled that certain trade tariffs imposed by the U.S. federal government under the IEEPA were unconstitutional. Following the U.S. Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
Removed
During 2022, we completed five acquisitions including: (i) within our Clean Energy and Infrastructure segment: IEA, a leading utility-scale infrastructure solutions provider in North America, with expertise in renewable energy and heavy civil projects, as well as rail and environmental remediation services; and a company specializing in the production of concrete and aggregate products; (ii) within our Pipeline Infrastructure segment: an infrastructure construction company focusing on water, sewer and utility projects and with expertise in excavation and site work; (iii) within our Communications segment: a telecommunications company specializing in wireline services; and (iv) within our Power Delivery segment: a company specializing in the construction of overhead high voltage transmission lines. 33 For additional information, see Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which is incorporated by reference.
Added
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.
Added
While the duration, extent and effects of these tariffs and trade actions cannot be predicted with certainty, these policy changes could impact our ability to execute projects and have a material adverse effect on our business, financial condition, and results of operations.
Added
Further, on July 4, 2025, OBBBA was signed into law in the United States increasing federal support for oil and gas production while reducing support for renewable energy and infrastructure.
Added
Notably, the OBBBA accelerates the phaseout of certain clean energy tax credits established under the IRA, including the clean electricity investment and clean energy production credits for solar and wind projects, which may reduce longer term demand for such projects.
Added
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.
Added
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.
Added
We seek to grow and diversify our business both organically and through acquisitions and/or strategic arrangements in order to deepen our market presence and customer base, broaden our geographic reach and expand our service offerings. In 2021, we initiated a significant transformation of our end-market business operations to position us for expected future growth opportunities.
Added
Subsequent to December 31, 2025, we completed one acquisition of an infrastructure services company that specializes in water and wastewater distribution networks in the south central region of the United States, which will be included within our Clean Energy and Infrastructure segment.
Added
During 2025, we completed five acquisitions, which included all of the equity interests of the following: (i) within our Communications segment: a telecommunications construction company, which acquisition was effective in July; (ii) within our Pipeline Infrastructure segment: a construction company specializing in roadway infrastructure, which acquisition was effective in August; and (iii) within our Clean Energy and Infrastructure segment: a construction company specializing in construction management and design-build services, which acquisition was effective 35 in December.
Added
Additionally, we acquired certain operations and assets of a business specializing in install-to-the-home services included within our Communications segment, effective in November, and, effective in July, we acquired certain of the assets of an equipment company, which is included within our Pipeline Infrastructure segment.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Removed
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business,” which is incorporated by reference. We manage our operations under five operating segments, which represent our five reportable segments: (1) Communications; (2) Clean Energy and Infrastructure; (3) Power Delivery; (4) Pipeline Infrastructure and (5) Other.
Added
Item 7. Management's Discussion and Analysis of Financial Condition - Critical Accounting Estimates and Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which are incorporated by reference, for further information about our critical accounting estimates and significant accounting policies.
Removed
This structure is generally focused on broad end-user markets for our labor-based construction services. During the fourth quarter of 2024, we renamed our Oil and Gas segment as the Pipeline Infrastructure segment to better represent the nature of the segment’s operations, end markets and customer characteristics. There was no change to the composition of the segment or its historical results.
Added
In addition, accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various other governing bodies.
Removed
Our Communications segment performs engineering, construction, maintenance and customer fulfillment activities related to communications infrastructure, primarily for wireless and wireline/fiber communications, wireless integration and optimization and install-to-the-home services, as well as infrastructure for utilities, among others.
Added
A change in accounting rules and regulations pursuant to FASB or SEC guidance could materially affect our reported financial results in a given period, and the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls, which could have an adverse effect on our results of operations, cash flows and liquidity.
Removed
Our Clean Energy and Infrastructure segment primarily serves energy, utility, government and other end-markets through the installation and construction of power generation facilities, primarily from clean energy and renewable sources, such as wind, solar, biomass, natural gas and hydrogen, as well as battery storage systems for renewable energy; various types of heavy civil and industrial infrastructure services, including roads, bridges and rail; and environmental remediation services.
Added
Our business is subject to operational risk, including from occupational health and/or safety incidents due to operational, physical and/or environmental hazards, which could result in substantial liabilities and weaken our financial condition. Our business is subject to operational, physical and environmental hazards due to the nature of services we provide and the conditions in which we operate.
Removed
Our Power Delivery segment primarily serves the energy, utility and data center infrastructure industries through the engineering, construction and maintenance of power transmission and distribution infrastructure, including electrical and gas lines, power reserve and battery infrastructure, and distribution network systems, substations and grid modernization; emergency restoration services following natural disasters and accidents; and environmental planning and compliance services.
Added
These hazards could result in health and/or safety incidents from electricity, fires, explosions, mechanical failures and weather-related events, among others. In addition, certain of our customers operate in locations and environments that could increase the likelihood and/or severity of potential operational hazards from climate-related factors, including wildfires.
Removed
Our Pipeline Infrastructure segment performs engineering, construction, maintenance and other services for pipeline infrastructure, including natural gas, water and carbon capture sequestration pipelines, as well as pipeline integrity, including the repair of pipeline infrastructure and facilitating their safe use throughout their lifecycle, and other services for the energy and utilities industries.
Added
While we invest substantial resources in occupational health and safety programs, there can be no assurance that we will be able to mitigate all such hazards or avoid significant liability.
Removed
The Other segment includes certain equity investees, the services of which may vary from those provided by our primary segments, as well as other small business units with activities in certain international end-markets.
Added
The construction projects that we undertake expose our employees to electrical lines, pipelines carrying potentially explosive or toxic materials, heavy equipment, transportation accidents, adverse weather conditions and the risk of damage to equipment and property.
Removed
See Note 13 - Segments and Related Information and Note 14 - Commitments and Contingencies in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional information regarding our segment reporting and significant customer concentrations. In this Form 10-K, “$” means U.S. dollars unless otherwise indicated.
Added
We also perform services in locations that are densely populated and have higher property and asset values, including in certain metropolitan and other geographic areas, which could potentially increase the effect of such hazards.
Removed
Industry Trends Our industry is composed of national, regional and local companies that provide services to customers in a range of industries.
Added
These risks and hazards, among others, can cause personal injuries and loss of life, severe damage to or destruction of property and equipment, harm to the environment and/or other consequential damages, and could lead to suspension of operations, large damage claims that could substantially exceed the amount we charge for the associated services, government enforcement actions or regulatory penalties, civil litigation or criminal prosecution.
Removed
We believe the following industry trends affect demand for our services: Opportunities in our Communications Segment Demand for seamless access across wireless and wired devices, high-speed internet connectivity, broadband and data transmission continues to spur demand for fast and more reliable wireless and wireline/fiber communications network services.
Added
Claims and liabilities related to accidents and operational or other hazards can also arise through indemnification obligations to customers, our negligence, or otherwise, and such exposure could extend for years after we complete our services. Personal injury and other claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities.
Removed
The use of mobile devices, mobile and remote technologies, video streaming usage, acceleration of business transacted online, increased demand of artificial intelligence driving data center growth and advancements in the “Internet of Things (IoT)” is expected to require new and upgraded networks to meet the data traffic and reliability demands of these technologies.
Added
Insurance coverage may not be available to us or may be insufficient to cover any of these liabilities and legal costs. Our insurance costs, including those related to our self-insurance programs, could increase if we incur liabilities associated with accidents and/or operational or other hazards.
Removed
According to IBISWorld’s October 2024 publication, “Wireless Tower Construction in the US” (the “IBISWorld October 2024 publication”), revenue for telecommunications infrastructure is expected to grow to $11.8 billion over the five year period through 2029.
Added
If we are not fully insured or indemnified against such liabilities and legal costs, or if a counterparty fails to meet its indemnification obligations to us in connection with such matters, it could materially and adversely affect our financial condition, results of operations or cash flows.
Removed
The IBISWorld October 2024 publication also predicts that telecommunications service providers will invest substantially to improve network infrastructure and increase bandwidth to support video, Voice over Internet Protocol (VoIP) and other high-speed data services. 5 Telecommunications providers have spent, and plan to continue spending, significant capital and other resources to deliver advanced telecommunications by deploying the latest infrastructure and are projected to play a significant role in shaping the future as next generation 5G wireless technology continues to gain traction among both industrial and consumer markets. 5G mobile networks are still in the early stages, but improvements to existing long term evolution and high-speed data networks are expected to continue over the coming years and are expected to provide a platform for the IoT, which can be harnessed to drive innovation and improvements in commerce, transportation, supply chain, research, healthcare, education, public safety, the development of “Smart Cities,” “Smart Homes” and “Smart Farming,” among many other applications. 5G is expected to provide businesses with significant real-time visibility, insight and control over assets, products and services, with the potential to transform how businesses operate and deliver new products and services.
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In addition, if serious accidents or fatalities were to occur, or if our safety records were to deteriorate, we could be restricted from bidding on certain work or from obtaining new contracts, and certain existing contracts could be terminated. Our safety processes and procedures are monitored by various agencies and ratings bureaus.
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In response to these growing opportunities, communications service providers are expanding, densifying and optimizing current 5G wireless and wireline/fiber communications network capacity. To achieve nationwide coverage levels, changes to the structure of the network architecture for 5G wireless communications will require a longer period of installation when compared to past generation wireless infrastructure changes.
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The occurrence of accidents in the course of our business could result in significant liabilities, 23 employee turnover or an increase in the costs of our projects, or could harm our ability to perform under our contracts, and/or our reputation and ability to enter into new customer contracts, all of which could materially and adversely affect our revenue, profitability and liquidity.
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Large scale multi-year 5G deployments will include additional and improved tower capacity, as well as deployment of numerous higher bandwidth small/micro cells, distributed antenna systems and fiber network expansion to densify network performance.
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We are self-insured against several potential liabilities. We maintain insurance policies with respect to automobile liability, general liability, employer’s liability, workers’ compensation and other types of coverages. We also manage certain of our insurance liabilities indirectly through our wholly-owned captive insurance company, which reimburses claims up to the applicable insurance limits.
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We believe that continued nationwide 5G tower deployments, deployment of small/micro cells, fiber network expansion by major carriers in support of 5G and, according to IBIS World’s October 2024 publication, higher demand for retrofits and upgrades of current generation towers to transition towers to 5G, will lead to growing demand for 5G telecommunications infrastructure over multiple years.
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Our insurance policies are subject to high deductibles or self-insured retention amounts.
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Additionally, there are several initiatives designed to drive development of telecommunications and 5G infrastructure in rural areas. We believe that there will be significant fiber network expansion resulting from the combination of carrier spend and government programs that are expected to incentivize private investment in telecommunications infrastructure.
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We are effectively self-insured for substantially all claims because most claims against us do not exceed the deductibles under our insurance policies, and there can be no assurance that our insurance coverages will be sufficient or effective under all circumstances, or against all claims or liabilities to which we may be subject.
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Additionally, recently there have been announcements of significant investments being made by companies in data centers for artificial intelligence which, in turn, leads to opportunities to support data center connectivity with new facilities moving farther from traditional locations. According to UBS’s June 2024 U.S.
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In addition, insurance liabilities are difficult to assess and estimate due to many factors, the effects of which are often unknown or difficult to estimate, including the severity of an injury or an incident, the determination of our liability in proportion to other parties’ liability, the number of incidents not reported and the effectiveness of our safety programs.
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Cable and Telecom Services report, it is believed that the United States will see record levels of fiber-to-the home deployment in 2025 and 2026. The IIJA provides approximately $65 billion of funding to improve and expand the nation’s broadband infrastructure and to make broadband more affordable for low-income Americans, including the Broadband Equity, Access and Deployment (“BEAD”) Program.
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Any of these factors could expose us to significant liabilities and materially and adversely affect our business, financial condition, results of operations and cash flows. We renew our insurance policies on an annual basis; therefore, the deductibles and levels of insurance coverage applicable to our policies may change in future periods.
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BEAD will provide over $42 billion to expand high-speed internet access by funding planning, infrastructure deployment and adoption programs, with priority for unserved and underserved areas.
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In addition, in the future, insurers could cancel or exclude certain items from our coverage, or we may elect not to obtain certain types of insurance coverage based on our assessment of the potential benefits of such coverage relative to its cost.
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Other government initiatives include the Rural Digital Opportunity Fund, which has committed to provide up to $20 billion in funding over ten years to build and connect high-speed broadband in rural homes and small businesses. Carriers are also investing in telecommunications infrastructure to expand their fiber footprint across the nation.
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Additionally, we cannot guarantee that future insurance coverage will be available to us at reasonable and competitive rates, or at all.
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One such example is the AT&T and BlackRock Alternatives private equity fiber partnership, Gigapower LLC (“Gigapower”), which will operate a commercial fiber-optic platform in the Unites States. While still in the early process of scaling, carriers continue to stress the importance of these builds and are experiencing momentum in fiber performance in Gigapower geographies.
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For example, in recent years, due to the increased occurrence and potential future risk of wildfires in certain areas, insurers have reduced coverage availability and have increased the cost of insurance coverage for such events, which has resulted in a reduction of our level of coverage for wildfire events and has increased our reliance upon self-insurance.
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Based on this performance, AT&T and BlackRock plan to grow and are looking for opportunities to expand Gigapower’s network beyond the initial 1.5 million customer locations announced in 2022, including growth in both existing and new geographies.
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Any of these factors could increase our risk exposure and/or our cost of insurance coverage in the future, which could negatively affect our business, financial condition, results of operations and cash flows.
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The U.S. market for Smart City initiatives, in which cities use IoT technologies, artificial intelligence and cloud storage to collect and use insights gained from data to manage city assets, resources and services more efficiently, is a developing trend that is expected to accelerate due to the combination of increased data speeds and data capacity capabilities of wireless and wireline networks, developing IoT applications, cloud computing and artificial intelligence.
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If our insurance costs exceed our estimates of insurance liabilities or if our insurance claims or our cost of coverage increase, or if our insurance coverage proves to be inadequate or becomes unavailable, we could experience increased exposure to risk and/or a decline in profitability, liquidity and cash flows.
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Smart City initiatives include such technologies as Wi-Fi kiosks, smart lighting solutions, utility meters, smart traffic management systems, video sensors, weather sensors, drone sensors for public safety efforts and radio frequency identification sensors in the pavement. Grand View Research, in their 2024-2030 U.S.
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In the ordinary course of our business, we are subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows. From time to time, we are subject to various claims, lawsuits and other legal proceedings brought or threatened against us in the ordinary course of our business.
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Smart Cities Market Size, Share & Trends Analysis report, estimated that the Smart Cities market size was valued at approximately $179 billion in 2023, and is expected to grow at an estimated compound annual growth rate of approximately 23.1% from 2024 to 2030.
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These actions and proceedings may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, property damage, environmental liabilities, liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief.
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Smart Home technologies represent a wide range of solutions for monitoring, controlling and automating functions in a home, including home intelligence and connected home technologies. These technologies are expected to benefit from the global rollout of 5G, which are revolutionizing the delivery of IoT services, and improvements in Wi-Fi technologies.
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We could also be subject to litigation in the normal course of business from alleged violations of the Fair Labor Standards Act and state wage and hour laws. We may also become involved in customer disputes related to change orders and/or our entitlement to revenue in accordance with the terms of the applicable customer agreements.
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Mordor Intelligence, in their Smart Homes Market in the US 2024-2029 report, predicts that the U.S. Smart Home market, which was estimated at approximately $40 billion in 2024, will grow at an estimated compound annual growth rate of approximately 9% from 2024 to 2029.
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In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our joint venture partners, equity investments, customers or other third parties.
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We believe that opportunities for installation and maintenance of both Smart City and Smart Home technologies will provide future growth opportunities, including for our install-to-the-home services business. As one of the largest providers of communications infrastructure services, we believe that we are well-positioned to benefit from the expected multi-year significant and broad opportunities in the telecommunications market as previously described.
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Claimants may seek large damage awards, and defending claims can involve significant costs. When appropriate, we establish accruals for litigation and other contingencies that we believe to be adequate based on factors such as current information, legal advice and our indemnity insurance coverages, and, when appropriate, we may recognize revenue in light of these factors.
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Opportunities in our Clean Energy and Infrastructure Segment The need for expanded energy generation, together with climate change and carbon emission reduction initiatives, continue to drive trends in the mix of fuel sources used in energy generation toward cleaner and more sustainable energy sources.
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We reassess our potential liability for litigation and contingencies, as well as our expectations of the amount of revenue to be recognized, as additional information becomes available, and adjust these estimates as necessary.
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According to Deloitte’s 2025 Renewable Energy Industry Outlook, continued growth is expected in clean energy and renewables deployment, in part by, record public and private investment and the cleantech manufacturing, artificial intelligence and carbon industries.
Added
We could experience a reduction in our profitability, cash flows and liquidity if we do not properly estimate the amount of required accruals for litigation or contingencies, if we do not recognize the appropriate amount of revenue related to such matters, if our insurance coverage proves to be inadequate or becomes unavailable, or if our self-insurance liabilities are higher than expected.
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According to its 2024 Renewable Energy Industry Outlook, many businesses, states, cities and utilities have either mandatory or announced decarbonization plans, with many utilities having decarbonization targets, and an increasing number of major corporations that have joined the RE100, a global corporate initiative to procure electricity entirely from renewable sources.
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The outcome of litigation and other legal proceedings is difficult to assess or quantify, as such proceedings may involve very large or indeterminate amounts and the magnitude of the potential loss or recovery may remain unknown for substantial periods of time.
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Additionally, according to the latest Department of Energy’s (“DOE”) Annual Energy Outlook 2023 (the “DOE’s 2023 Annual Energy Outlook”), the percentage of U.S. electricity generated by renewable sources is expected to triple to almost 60% by 2050.
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Furthermore, because litigation and other legal proceedings are inherently uncertain, the ultimate resolution of any such claim, lawsuit or proceeding through settlement, mediation, or court judgment could have a material adverse effect on our business, financial condition or results of operations.
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Growing corporate initiatives for smaller, standalone distributed generation facilities, together with regulatory and other policy initiatives at the federal, state and municipal levels, have spurred demand for clean energy production from sustainable power sources, including wind, solar, biomass and other sources.
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In addition, claims, lawsuits and proceedings may harm our reputation, divert management’s attention, or divert resources away from operating our business and cause us to incur significant expenses, any of which could have a material adverse effect on our business, results of operations or financial condition. We rely on information, communications and data systems in our operations.
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Many states have adopted renewable portfolio standards or renewable energy goals to diversify their energy resources, promote domestic energy production and encourage economic development. Rising state renewable portfolio standards, increasing levels of 6 corporate and residential demand, and improving economic competitiveness of renewable sources continue to be key drivers for their growth.
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Systems and information technology interruptions and/or data security breaches could adversely affect our ability to operate, our operating results, our data security or our reputation. We are heavily reliant on information and communications technology, computers and other related systems in order to operate.
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In addition, growing efforts to address electric grid resiliency are expected to drive growth in renewables, as utilities and their customers are expected to increasingly consider renewable microgrids, including energy storage solutions, to support critical facilities. The transition toward cleaner and more sustainable energy sources is expected to require rapid transformation of, and significant investment in, the power sector.
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We also rely, in part, on third-party software and information technology to run certain of our critical accounting, project management and financial information systems. We maintain certain information about our customers, vendors, subcontractors, employees and other parties, all of which expect that we will adequately protect such information.
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A November 2024 S&P Global Community Insights article indicates that energy utilities are expected to invest in renewables at increasing levels over the next couple of years.
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Our operations could be interrupted or delayed, or our data security could be breached, if we are unable to deploy software and hardware, gain access to, or effectively maintain and upgrade our systems and network infrastructure and/or take other steps to improve and otherwise protect our systems.
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According to a KPMG Energy Transition Investment Outlook of 2025 and Beyond report (the “2025 KPMG Energy Transition Investment Outlook”), investment in energy transition assets has accelerated significantly since 2020, rising from about $1.2 trillion in 2020 to over $2 trillion in 2024.
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In addition, our information technology and communications systems, including those associated with acquired businesses, and our operations could be damaged or interrupted by cyberattacks and/or physical security risks.
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Certain governmental and policy initiatives are expected to drive growth in renewable energy infrastructure, including the IIJA, which includes funding for renewable energy innovation and deployment.
Added
These risks include natural disasters, power loss, telecommunications failures, intentional or inadvertent user misuse or error, failures of information technology solutions, computer viruses, phishing attacks, social engineering schemes, malicious code, ransomware attacks, data extortion, acts of terrorism and physical or electronic security breaches, including breaches by computer hackers, cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees’ or customers’ data.
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The IIJA allocates $65 billion to power infrastructure and energy programs, which includes funding for fuels and technology investment, including carbon initiatives, clean energy technology supply chains, including battery power initiatives, solar energy research and development, and the development and deployment of hydrogen from clean energy sources, among others.
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Furthermore, such unauthorized access or cyberattacks could go unnoticed for some period of time. 24 These events, among others, could cause system interruptions, delays and/or the loss or release of critical or sensitive data, including the unintentional disclosure of customer, employee, or company information, and could delay or prevent operations, including the processing of transactions and reporting of financial results or cause processing inefficiency or downtime.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+1 added−3 removed1 unchanged
Biggest changeOutstanding debt under the $285.0 million Five-Year Term Loan bears interest, at our option, at a rate equal to either (a) Term SOFR plus a margin of 1.250% to 1.625%, or (b) a Base Rate, plus a margin of 0.250% to 0.625%. As of December 31, 2024, the Five-Year Term Loan accrued interest at a weighted average rate of 6.253%.
Biggest changeOutstanding loans under our 2025 Term Loan Facility bear interest, at our option, at a rate equal to either (a) Term SOFR, as defined in the 2025 Term Loan Facility, plus a margin of 1.00% to 1.50%, or (b) a Base Rate, as defined in the 2025 Term Loan Facility, plus a margin of up to 0.50%.
None of this debt 49 subjects us to financial statement risk associated with changes in interest rates, but we may be subject to changes in interest rates if and when we refinance this debt at maturity or otherwise. Foreign Currency Risk Certain of our consolidated revenue and operating expenses are in foreign currencies. Our foreign operations are primarily in Canada.
None of this debt subjects us to financial statement risk associated with changes in interest rates, but we may be subject to changes in interest rates if and when we refinance this debt at maturity or otherwise. Foreign Currency Risk Certain of our consolidated revenue and operating expenses are in foreign currencies. Our foreign operations are primarily in Canada.
Revenue generated from foreign operations represented approximately 1% of our total revenue for the year ended December 31, 2024. Revenue and expense related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact that fluctuations in exchange rates would have on net income or loss.
Revenue generated from foreign operations represented approximately 1% of our total revenue for the year ended December 31, 2025. Revenue and expense related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact that fluctuations in exchange rates would have on net income or loss.
We seek to manage foreign currency exposure by minimizing our consolidated net asset and liability positions in currencies other than the functional currency, which exposure was not significant to our consolidated financial position as of December 31, 2024. We may enter into foreign currency derivative contracts in the future to manage such exposure.
We seek to manage foreign currency exposure by minimizing our consolidated net asset and liability positions in currencies other than the functional currency, which exposure was not significant to our consolidated financial position as of December 31, 2025. We may enter into foreign currency derivative contracts in the future to manage such exposure.
Other Market Risk As discussed in Note 4 - Fair Value of Financial Instruments in the notes to the audited consolidated financial statements, which is incorporated by reference, we have certain investments that may be subject to market risk and could be subject to volatility based on market conditions. 50
Other Market Risk As discussed in Note 4 - Fair Value of Financial Instruments in the notes to the audited consolidated financial statements, which is incorporated by reference, we have certain investments that may be subject to market risk and could be subject to volatility based on market conditions. 51
We are, however, subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies and for our foreign operations with a functional currency other than the local currency. Such activity was not material to our operations in 2024.
We are, however, subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies and for our foreign operations with a functional currency other than the local currency. Such activity was not material to our operations in 2025.
Outstanding revolving loans and the Term Loan under our Credit Facility bear interest, at our option, at a rate equal to either (a) Term Secured Overnight Financing Rate (“SOFR”), as defined in the Credit Facility, plus a margin of 1.125% to 1.625% , or (b) a Base Rate, as defined in the Credit Facility, plus a margin of 0.125% to 0.625% .
Outstanding revolving loans under our Credit Facility bear interest, at our option, at a rate equal to either (a) Term Secured Overnight Financing Rate (“SOFR”), TIIE, or Term CORRA, as defined in the Credit Facility, plus a margin of 1.125% to 1.625%, or (b) a Base Rate, as defined in the Credit Facility, plus a margin of 0.125% to 0.625%.
Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. For the year ended December 31, 2024, foreign currency translation losses, net, totaled approximately $2.9 million and related primarily to our activities in Canada and Mexico.
Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. For the year ended December 31, 2025, foreign currency translation gains, net, totaled approximately $4.0 million and related primarily to our activities in Canada and Mexico.
As of December 31, 2024, our fixed interest rate debt primarily included $600.0 million aggregate principal amount of 4.500% Senior Notes, $550.0 million aggregate principal amount of 5.900% Senior Notes, $74.9 million aggregate principal amount of 6.625% Senior Notes and $297.9 million of finance lease obligations, which accrued interest at a weighted average interest rate of approximately 4.8%.
As of December 31, 2025, our fixed interest rate debt primarily included $600 million aggregate principal amount of 4.500% Senior Notes, $550 million aggregate principal amount of 5.900% Senior Notes, $74.9 million aggregate principal amount of 6.625% Senior Notes and $343.6 million of finance lease obligations, which accrued interest at a weighted average interest rate of approximately 4.9%.
An additional 100 basis point increase in the applicable interest rates under our Credit Facility and Five-Year Term Loan would have increased our interest expense by approximately $11 million for the year ended December 31, 2024.
An additional 100 basis point increase in the applicable interest rates under our Credit Facility and 2025 Term Loan Facility would have increased our interest expense by approximately $9 million for the year ended December 31, 2025.
As of December 31, 2024, we had approximately $43 million aggregate principal amount of outstanding revolving loans under our Credit Facility with a weighted average interest rate of 4.970% and a Term Loan with a balance of $333 million and an interest rate of 6.220%.
As of December 31, 2025, we had approximately $118 million aggregate principal amount of outstanding revolving loans under our Credit Facility with a weighted average interest rate of 4.56% and $600 million outstanding under our 2025 Term Loan Facility with a weighted average interest rate of 4.85%.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk As of December 31, 2024, our variable interest rate debt was primarily related to our Credit Facility and our term loans.
We manage interest rate risk by maintaining a mix of fixed and variable rate debt obligations. As of December 31, 2025, our variable interest rate debt was primarily related to our Credit Facility and our 2025 Term Loan Facility.
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The current year interest rates for outstanding revolving loans under our Credit Facility and Term Loan reflect b asis point decreases of approximately 270 and 90 , respectively, over the comparable period in 2023 .
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our interest expense is affected by the prevailing interest rate environment. While the cost of our variable-rate debt fluctuates with changes in market interest rates, interest on our fixed-rate debt is unaffected by such changes.
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Our interest expense is affected by the overall interest rate environment. Although the Federal Reserve has periodically lowered short-term interest rates since September 2024, longer-term rates remain elevated and the timing, direction and extent of any future interest rate changes remain uncertain.
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The interest we are charged on our variable-rate debt will fluctuate as a result of changes in market interest. Interest on our fixed-rate debt would not change. We manage interest rate risk by maintaining a mix of fixed and variable rate debt obligations. Our variable rate debt subjects us to risk from increases in prevailing interest rates.

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