MASTEC INC - Annual Report: 2023 (Form 10-K)

Payments of finance lease obligations()()()Repurchases of common stock () Payments of acquisition-related contingent consideration()()()Payments for acquisition-related contingent assets () Payments to non-controlling interests, including acquisition of interests and distributions()()()

(a) Basic net income or loss is calculated as total net income or loss, less amounts attributable to non-controlling interests. Diluted net income or loss is calculated as total net income or loss, less amounts attributable to non-controlling interests, adjusted for the fair value gain or loss, if any, related to additional contingent payments to the former owners of an acquired business for which the contingency has been resolved as of the respective period. See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net, for additional information.

(b) Represents the fair value gain related to additional contingent payments for the year ended December 31, 2022, the effect of which was dilutive as of December 31, 2022. See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net, for additional information.

(c) For the years ended December 31, 2023 and 2022, basic shares include approximately and weighted average shares, respectively, related to additional contingent payments.

(d) For the years ended December 31, 2023, 2022 and 2021, anti-dilutive common stock equivalents totaled approximately , and , respectively, which, for the year ended December 31, 2022, included approximately warrants associated with the Infrastructure and Energy Alternatives, Inc. (“IEA”) acquisition.

(e) For the year ended December 31, 2023, there were weighted average common stock equivalents related to additional contingent payments to the former owners of an acquired business, whereas for the year ended December 31, 2022, such weighted average common stock equivalents totaled approximately .

Share repurchases. For the year ended December 31, 2022, the Company repurchased approximately shares of its common stock, the effect of which on the Company’s weighted average shares outstanding for the related period was a reduction of approximately shares. See Note 11 - Equity for details of the Company’s share repurchase transactions.

Shares issued for acquisitions. The Company has issued shares of its common stock in connection with certain acquisitions. In 2022, the Company issued approximately shares in connection with the acquisition of IEA, for which the effect in 2022 was an increase of approximately weighted average shares. In 2023, the Company issued an additional shares of its common stock in connection with this acquisition. In December 2021, the Company issued approximately shares of its common stock in conjunction with the acquisition of Henkels & McCoy Holdings, Inc., formerly known as Henkels & McCoy Group, Inc. (“HMG”), the effect of which in 2021 was insignificant due to the timing of the acquisition. In 2022, the Company issued an additional shares in connection with HMG. See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net, for additional information.

Note 3 –

$ $ $ $

Accumulated impairment loss (a)

()()

Goodwill, net, as of December 31, 2021

$ $ $ $ $ Additions from new business combinations

Measurement period adjustments (b)

() () ()Currency translation adjustments ()()

Goodwill, net, as of December 31, 2022

$ $ $ $ $ Additions from new business combinations

Measurement period adjustments (c)

() Currency translation adjustments

Goodwill, net, as of December 31, 2023

$ $ $ $ $

Accumulated impairment loss (a)

()()

Goodwill, gross, as of December 31, 2023

$ $ $ $ $

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

(b) Measurement period adjustments represent adjustments, net, to preliminary estimates of fair value within the measurement period of up to one year from the date of acquisition. Measurement period adjustments, net, for the year ended December 31, 2022 relate primarily to an increase in amortizing intangible assets, partially offset by an increase in consideration transferred resulting from federal income tax elections.

(c) Measurement period adjustments, net, for the year ended December 31, 2023 were primarily the result of (i) updated valuations of, and estimated useful lives for, certain fixed assets, and (ii) updated estimates related to certain assets and liabilities, including contract assets and contingent liabilities. For the year ended December 31, 2023, these updates resulted in (i) related to fixed assets, a decrease in depreciation expense of approximately $ million, and (ii) related to contracts assets and liabilities, an increase in revenue of approximately $ million and a decrease in costs of revenue, excluding depreciation and amortization, of approximately $ million. Measurement period adjustments for the year ended December 31, 2023 also included a decrease in deferred tax liabilities of approximately $ million, an increase in contingent liabilities of approximately $ million, including for insurance, legal and other matters, and fair value increases of approximately $ million for certain property and equipment.

$ $ $

Accumulated amortization

()()()()

Other intangible assets, net, as of December 31, 2021

$ $ $ $ Additions from new business combinations

Measurement period adjustments (c)

()() Currency translation adjustments ()()Amortization expense()()()()

Other intangible assets, net, as of December 31, 2022

$ $ $ $ Additions from new business combinations Currency translation adjustments Amortization expense()()()()

Other intangible assets, net, as of December 31, 2023

$ $ $ $ Remaining weighted average amortization, in years

(a) Includes approximately $ million of non-amortizing trade names as of each of December 31, 2023, 2022 and 2021.

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

(c) Represents adjustments, net, to preliminary estimates of fair value within the measurement period of up to one year from the date of acquisition. Measurement period adjustments, net, for the year ended December 31, 2022 relate primarily to an increase in amortizing intangible assets resulting from the finalization of the related intangible asset valuations.

2025 2026 2027 2028 Thereafter

Total

Recent Acquisitions

The Company seeks to grow and diversify its business both organically and through acquisitions and/or strategic arrangements in order to deepen its market presence and customer base, broaden its geographic reach and expand its service offerings. In 2021, the Company initiated a significant transformation of its end-market business operations to focus on the nation’s transition to low-carbon energy sources and position the Company for expected future opportunities. This transformation included significant business combination activity, including expansion of the Company’s scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which activity resulted in significant acquisition and integration costs, both in the Company’s existing and recently acquired operations. As of December 31, 2023, acquisition and integration efforts related to this acquisition activity were substantially complete. Acquisitions are funded with cash on hand, borrowings under the Company’s senior unsecured credit facility and other debt financing and, for certain recent acquisitions, with shares of the Company’s common stock, and are generally subject to customary purchase price adjustments.

2023 Acquisitions. During 2023, MasTec completed acquisitions, including certain of the assets of a telecommunications company specializing in wireless services that is included within the Company’s Communications segment, which acquisition was effective in January; and, effective in July, MasTec acquired all of the equity interests of a telecommunications construction company specializing in broadband and fiber-to-the-home initiatives in the New England area, which acquisition is included within the Company’s Communications segment. Determination of the estimated fair values of the net assets acquired and consideration transferred for these acquisitions, which have been accounted for as business combinations under ASC 805, “Business Combinations” (“ASC 805”), was preliminary as of December 31, 2023; as a result, further adjustments to these estimates may occur. Additionally, MasTec acquired % and %, of the equity interests of equipment companies, respectively, both of which are accounted for as asset acquisitions under ASC 805, and were effective in May and included within the Company’s Oil and Gas segment. In the fourth quarter of 2023, the Company sold certain of the equity interests of these equipment companies to members of subsidiary management, following which the Company’s remaining equity interests in these entities totaled % and %, respectively, as of December 31, 2023. See Note 15 - Related Party Transactions. Based on an evaluation of the respective entities’ operating agreements, the Company determined that these entities are not VIEs; however, given that the Company has voting control with respect to the entities, the Company has consolidated these entities within the Company’s results of operations, with the other parties’ interests accounted for as non-controlling interests.

The aggregate purchase price of the Company’s 2023 acquisitions was composed of approximately $ million in cash, net of cash acquired, and an earn-out liability valued at approximately $ million. As of December 31, 2023, the remaining potential undiscounted earn-out liabilities for the 2023 acquisitions was estimated to be up to $ million; however, there is no maximum payment amount. See Note 4 - Fair Value of Financial Instruments for fair value estimate and other details related to the Company’s earn-out arrangements. Goodwill, as reflected in the table above, for the respective 2023 acquisitions represents the estimated value of the acquired company’s geographic presence in key markets, its assembled workforce, synergies expected to be achieved from the combined operations of the acquired company and MasTec, as well as the acquired company’s industry-specific project management expertise. Approximately $ million of the goodwill balance related to the 2023 acquisitions is expected to be tax deductible as of December 31, 2023.

2022 Acquisitions. During 2022, MasTec completed acquisitions, which included all of the equity interests of the following: (i) within the Company’s 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, which acquisition was effective in October; and a company specializing in the production of concrete and aggregate products, which acquisition was effective in August; (ii) within the Company’s Oil and Gas segment: an infrastructure construction company focusing on water, sewer and utility projects and with expertise in excavation and site work, which acquisition was effective in January; (iii) within the Company’s Communications segment: a telecommunications company specializing in wireline services, which acquisition was effective as of the end of May; and (iv) within the Company’s Power Delivery segment: a company specializing in the construction of overhead high voltage transmission lines, which acquisition was effective in July.

$ $ Shares transferred Estimated fair value of warrants Estimated fair value of contingent consideration Total consideration$ $ $ Identifiable assets acquired and liabilities assumed:Accounts receivable and contract assets$ $ $ Current assets Property and equipment Long-term assets, primarily operating lease right-of-use assets Amortizing intangible assets Accounts payable()()()Contract liabilities()()()Current liabilities, primarily accrued expenses()()()Long-term debt, including finance lease obligations()()()Long-term liabilities, primarily operating lease liabilities and deferred income taxes()()()Total identifiable net assets$ $ $ Goodwill Total net assets acquired, including goodwill$ $ $ Other Capitalized expenses Valuation allowance()()

Total deferred tax assets

$ $

Deferred tax liabilities:

Property and equipment$ $ Goodwill Other intangible assets Gain on remeasurement of equity investee Revenue recognition Investments in unconsolidated entities Other

Total deferred tax liabilities

$ $ Net deferred tax liabilities$()$()

In assessing the ability to realize the Company’s deferred tax assets, management considers whether it is more likely than not that some portion, or all, of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible. Management considers the Company’s projected future

million and $ million as of December 31, 2023 and 2022, respectively. The Company’s deferred tax assets for its foreign net operating loss carryforwards, which are primarily related to the Company’s Canadian operations, totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively. The Canadian net operating loss carryforwards, which make up the majority of the foreign net operating loss carryforwards, begin to expire in 2034. As of December 31, 2023, the Company had deferred tax assets for its federal net operating loss carryforwards. As of December 31, 2022, deferred tax assets for its federal net operating loss carryforwards totaled approximately $ million.

The Company is generally free of additional U.S. federal tax consequences on distributed foreign subsidiary earnings due to a dividends received deduction implemented as part of the move to a territorial tax system in connection with the Tax Cuts and Jobs Act of 2017. The Company has generally not made a provision for income taxes on unremitted foreign earnings because such earnings are insignificant and are intended to be indefinitely reinvested outside the United States. The Company expects that domestic cash resources will be sufficient to fund its domestic operations and cash commitments in the future.

% % %

State and local income taxes, net of federal benefit

Foreign tax rate differential

()

Non-deductible expenses

()()

Goodwill and intangible assets

()

Change in tax rate

() Compensation and benefits ()

Other

()

Tax credits

()()

Stock basis adjustment

()

Valuation allowance for deferred tax assets

Effective income tax rate

% % % $ $ Additions based on tax positions related to the current year Additions for tax positions of prior years Settlements ()Lapse of statute of limitations()()()Ending balance$ $ $

The Company classifies interest, penalties and recoveries related to uncertain tax positions as a component of income tax expense in the consolidated statements of operations. For the years ended December 31, 2023, 2022 and 2021, interest and penalties totaled approximately $ million, $ million and $ million, respectively. Accrued interest and penalties related to uncertain tax positions were $ million and $ million as of December 31, 2023 and 2022, respectively. The effect on the Company’s tax rate if it were to recognize its gross unrecognized tax benefits as of December 31, 2023 approximates $ million, including interest and penalties. While it is possible that there could be audit settlements and/or lapses in certain statutes of limitation relating to uncertain tax positions, management has determined that it is too difficult to predict the outcome of such matters.

The IRS has examined the Company’s federal income tax returns through 2017. Certain foreign and state taxing authorities are examining various years. The final outcome of these examinations is not yet determinable. With few exceptions, as of December 31, 2023, the Company is no longer subject to state examinations by taxing authorities for years before 2015.

Note 13 –

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

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

The accounting policies of the reportable segments are the same as those described in Note 1 - Business, Basis of Presentation and Significant Accounting Policies. Intercompany revenue and costs among the reportable segments are accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenue and costs between entities within a reportable segment are eliminated to arrive at segment totals. Eliminations between segments are separately presented. Corporate results include amounts related to corporate functions, including treasury and administration functions, including for legal and professional matters, including certain settlements, as well as changes in the fair value of Earn-outs, other liabilities and certain investments, acquisition-related transaction costs and other discrete items, including certain integration activities and debt transaction costs. Segment results include certain allocations of centralized costs such as general liability, medical and workers’ compensation insurance and certain information technology and interest costs, as well as certain discrete items, including certain acquisition and business integration and/or streamlining costs. Income tax expense, which is recorded within Corporate results, is managed on a consolidated basis and is not allocated to the reportable segments.

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

$ $ Clean Energy and Infrastructure Power Delivery Oil and Gas Other Eliminations()()()Consolidated revenue$ $ $

(a) Revenue generated primarily by utilities customers represented %, % and % of Communications segment revenue for the years ended December 31, 2023, 2022 and 2021, respectively.

$ $ Clean Energy and Infrastructure Power Delivery Oil and Gas Other Segment EBITDA$ $ $

For the year ended December 31, 2023, Communications, Clean Energy and Infrastructure and Power Delivery EBITDA included $ million, $ million and $ million, respectively, of acquisition and integration costs related to the Company’s recent acquisitions, and Corporate EBITDA included $ million of such costs. For the year ended December 31, 2022, $ million, $ million, $ million and $ million of such costs were included within Communications, Clean Energy and Infrastructure, Power Delivery and Oil and Gas EBITDA, respectively, and Corporate EBITDA included $ million of such costs. For the year ended December 31, 2021, Corporate EBITDA included $ million of such acquisition and integration costs. Additionally, for the years ended December 31, 2023, 2022 and 2021, Corporate EBITDA included fair value losses related to an investment of $ million, $ million and $ million, respectively, and for the years ended December 31, 2022 and 2021, Corporate EBITDA included bargain purchase gains of $ million and $ million, respectively. In addition, for the year ended December 31, 2022, Other segment EBITDA included $ million of project gains from a proportionately consolidated non-controlled Canadian joint venture.

)$ $ Plus:Interest expense, net Depreciation Amortization Corporate EBITDA Segment EBITDA$ $ $ $ $ Clean Energy and Infrastructure Power Delivery Oil and Gas Other Corporate Consolidated depreciation and amortization$ $ $


	As of December 31,
Assets:	2023	2022	2021
Communications	$	$	$
Clean Energy and Infrastructure
Power Delivery
Oil and Gas
Other
Corporate
Consolidated segment assets	$	$	$

$ $ Clean Energy and Infrastructure Power Delivery Oil and Gas Other Corporate Consolidated capital expenditures$ $ $

Foreign Operations and Other. MasTec operates primarily in the United States and Canada, and, to a far lesser extent, the Caribbean, India and Mexico. Revenue derived from U.S. operations totaled $ billion, $ billion and $ billion for the years ended December 31, 2023, 2022 and 2021, respectively, and revenue derived from foreign operations totaled $ million, $ million and $ million for the respective periods. Revenue from foreign operations was derived primarily from the Company’s Canadian operations in its Oil and Gas segment. Long-lived assets held in the United States included property and equipment, net, of $ billion, $ billion and $ billion as of December 31, 2023, 2022 and 2021, respectively, and for the Company’s businesses in foreign countries, totaled $ million, $ million and $ million for the respective periods. Intangible assets and goodwill, net, related to the Company’s U.S. operations totaled approximately $ billion, $ billion and $ billion as of December 31, 2023, 2022 and 2021, respectively. For the Company’s businesses in foreign countries, intangible assets and goodwill, net, totaled approximately $ million, $ million and $ million as of December 31, 2023, 2022 and 2021, respectively. Substantially all of the Company’s long-lived and intangible assets and goodwill in foreign countries relate to its Canadian operations. As of both December 31, 2023 and 2022, amounts due from customers from which foreign revenue was derived accounted for approximately % of the Company’s consolidated net accounts receivable position, which is calculated as accounts receivable, net, less deferred revenue. As of December 31, 2021, such amounts accounted for approximately % of the Company’s consolidated net accounts receivable position. Revenue from governmental entities for the years ended December 31, 2023, 2022 and 2021 totaled approximately %, % and % of total revenue, respectively, substantially all of which was derived from the Company’s U.S. operations.

Significant Customers

customer represented greater than 10% of the Company’s total consolidated revenue in either of the years ended December 31, 2023 or 2022. For the year ended December 31, 2021, revenue for Enbridge, Inc. represented % of the Company’s total consolidated revenue. The Company’s relationship with Enbridge, Inc. is based upon various construction contracts for pipeline activities, for which the related revenue is included within the Oil and Gas segment.

Note 14 –

million.

The plaintiffs brought various causes of action under Georgia law, including trespass, nuisance and negligence, arising out of the defendants’ alleged failure to exercise appropriate efforts to prevent and remediate soil erosion and sedimentary run-off that flowed from SRC’s property into a 21-acre lake on plaintiffs’ property. Following trial, the jury awarded Mr. and Mrs. Harris $ million each for loss of use and enjoyment of the lake and awarded H&L Farms (the legal owner) another $ million in remediation costs. These damages were apportioned % to SRC, % to IEA and % to IEAC. The jury also awarded $ million in punitive damages against SRC and $ million in punitive damages against each of the IEA Entities. The Court entered judgment on the verdict and issued an injunction requiring the defendants to eliminate the transport of sediment from SRC’s property to the plaintiffs’ property beyond what had been occurring naturally before construction of the solar farm.

The IEA Entities and SRC filed post-trial motions seeking multiple avenues of relief from the verdict. Plaintiffs filed oppositions to both motions.

On October 23, 2023, the Court issued an order resolving the parties’ post-trial motions. The Court first ruled that the compensatory damages for restoration of the lake were unsupported by the evidence and that the compensatory damages for loss of use and enjoyment were excessive. It ordered a new trial on the amount of compensatory damages unless Mr. and Mrs. Harris agreed to a remittitur of their damages for loss of use and enjoyment to approximately $ million each and H&L Farms agreed to a remittitur of its damages for restoration of the lake to approximately $ million. The Court also ordered a new trial on the amount of punitive damages unless plaintiffs agreed to a remittitur of the punitive damages against SRC to approximately $ million and a remittitur of the punitive damages against the IEA Entities to approximately $ million in total.

million and $ million, respectively, of letters of credit issued under the Company’s credit facilities. Letter of credit claims have historically not been material. The Company is not aware of any material claims relating to its outstanding letters of credit as of December 31, 2023 or 2022.

Performance and Payment Bonds. In the ordinary course of business, MasTec is required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of December 31, 2023 and 2022, outstanding performance and payment bonds approximated $ billion and $ billion, respectively, and estimated costs to complete projects secured by these bonds totaled $ billion and $ billion as of December 31, 2023 and 2022, respectively. Included in these balances as of December 31, 2023 and 2022 are $ million and $ million, respectively, of outstanding performance and payment bonds issued on behalf of the Company’s proportionately consolidated non-controlled contractual joint ventures, representing the Company’s proportionate share of the total bond obligation for the related projects.

Investment and Strategic Arrangements. The Company holds undivided interests, ranging from % to %, in multiple proportionately consolidated non-controlled contractual joint ventures that provide infrastructure construction services for electrical transmission projects, as well as undivided interests, ranging from % to %, in each of civil construction projects, and % undivided interest in pipeline project work. Income and/or loss incurred by these joint ventures is generally shared proportionally by the respective joint venture members, with the members of the joint ventures jointly and severally liable for all of the obligations of the joint venture. The respective joint venture agreements provide that each joint venture partner indemnify the other party for any liabilities incurred by such joint venture in excess of its ratable portion of such liabilities. Thus, it is possible that the Company could be required to pay or perform obligations in excess of its share if the other joint venture partners fail or refuse to pay or perform their respective share of the obligations. As of December 31, 2023, the Company was not aware of material future claims against it in connection with these arrangements. For the year ended December 31, 2023, the Company provided $ million of project-related financing to its contractual joint ventures, which amount was outstanding as of December 31, 2023. For the year ended December 31, 2022, the Company provided project-related financing to its contractual joint ventures.

The Company has other investment and strategic arrangements, under which it may incur costs or provide financing, performance, financial and/or other guarantees. See Note 4 - Fair Value of Financial Instruments and Note 15 - Related Party Transactions for additional information pertaining to the Company’s investment and strategic arrangements.

Self-Insurance. MasTec maintains insurance policies for workers’ compensation, general liability and automobile liability, which are subject to per claim deductibles. The Company is self-insured up to the amount of the deductible. The Company also maintains excess umbrella coverage. The Company manages certain of its insurance liabilities indirectly through its wholly-owned captive insurance company, which reimburses claims up to the applicable insurance limits. Captive insurance-related cash balances totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively, which amounts are generally not available for use in the Company’s other operations.

As of December 31, 2023 and 2022, MasTec’s estimated liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $ million and $ million, respectively, of which $ million and $ million, respectively, were reflected within other long-term liabilities in the consolidated balance sheets. MasTec also maintains an insurance policy with respect to employee group medical claims, which is subject to annual per employee maximum losses. MasTec’s estimated liability for employee group medical claims totaled $ million as of both December 31, 2023 and 2022.

The Company is required to post collateral, generally in the form of letters of credit, surety bonds and cash to certain of its insurance carriers. Insurance-related letters of credit for the Company’s workers’ compensation, general liability and automobile liability policies amounted to $ million and $ million as of December 31, 2023 and 2022, respectively. Outstanding surety bonds related to self-insurance programs amounted to $ million and $ million as of December 31, 2023 and 2022, respectively.

million to settle a withdrawal liability assumed in connection with the HMG acquisition, for which it recognized a gain of $ million for the year ended December 31, 2022. Additionally, in connection with the IEA acquisition, the Company assumed a multiemployer pension plan withdrawal liability, under which IEA is currently obligated to make monthly payments of approximately $. As of December 31, 2023 and 2022, the remaining obligation approximated $ million and $ million, respectively.

Indemnities. The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of December 31, 2023 and 2022, the Company had accrued project close-out liabilities of approximately $ million and $ million, respectively. The Company is not aware of any other material asserted or unasserted claims in connection with its potential indemnity obligations.

Other Guarantees. From time to time in the ordinary course of its business, MasTec guarantees the obligations of its subsidiaries, including obligations under certain contracts with customers, certain lease obligations and in some states, obligations in connection with obtaining contractors’ licenses. MasTec has also issued performance and other guarantees in connection with certain of its equity investments. MasTec also generally warrants the work it performs following substantial completion of a project. Much of the work performed by the Company is evaluated for defects shortly after the work is completed. If warranty claims occur, the Company could be required to repair or replace warrantied items, or, if customers elect to repair or replace the warrantied item using the services of another provider, the Company could be required to pay for the cost of the repair or replacement. Warranty claims have historically not been material.

Concentrations of Risk. The Company is subject to certain risk factors, including, but not limited to: risks related to market conditions, market uncertainty, including from economic downturns or other economic factors, including levels of inflation and rates of interest; supply chain disruptions; governmental and/or regulatory changes, including governmental permitting, or from climate-related matters, or other factors affecting the industries in which the Company operates; changes in customers’ capital spending plans; the Company’s ability to manage projects effectively and in accordance with management’s estimates and resolution of unapproved change orders; risks related to the Company’s acquisitions, including acquisition integration and financing; availability of qualified employees; risks related to rapid technological changes or customer consolidation; competition; the nature of the Company’s contracts, which do not obligate its customers to undertake any infrastructure projects and may be canceled on short notice; customer disputes related to the performance of services; exposure to litigation; seasonality, adverse weather conditions and fluctuations in operational factors; potential exposure to environmental liabilities; exposure from system or information technology interruptions; recoverability of goodwill; collectibility of receivables; the adequacy of the Company’s reserves; public health matters; exposure related to strategic investments or foreign operations; and exposure to multiemployer pension plan liabilities. The Company grants credit, generally without collateral, to its customers. Consequently, the Company is subject to potential credit risk related to changes in business and economic factors, including from current economic uncertainty. However, MasTec generally has certain lien rights on that work and maintains a diverse customer base. The Company believes its billing and collection policies are adequate to minimize potential credit risk. MasTec’s customers include: wireless and wireline/fiber service providers; broadband operators; install-to-the-home service providers; public and private energy providers, including renewable and other energy providers; pipeline operators; civil, transportation and industrial infrastructure providers; and government entities The industries served by MasTec’s customers include the communications, energy and utilities industries, including the power industry, among others. The Company had approximately customers for the year ended December 31, 2023. As of December 31, 2023, one customer accounted for approximately % of the Company’s consolidated net accounts receivable position, which represents accounts receivable, net, less deferred revenue. As of December 31, 2022, there were no customers that represented greater than 10% of the Company’s consolidated net accounts receivable position. For the years ended December 31, 2023, 2022 and 2021, the Company derived %, % and % of its revenue from its top ten customers, respectively.

Note 15 –

million, $ million and $ million, respectively. Payables associated with such arrangements totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively. Revenue from such

million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, accounts receivable, net, less deferred revenue related to these arrangements totaled a liability of approximately $ million, and as of December 31, 2022, totaled a receivable of approximately $ million.

The Company rents and leases equipment and purchases certain supplies and servicing from CCI. Juan Carlos Mas, who is the brother of Jorge Mas, Chairman of MasTec’s Board of Directors, and José R. Mas, MasTec’s Chief Executive Officer, serves as the chairman of CCI, and a member of management of a MasTec subsidiary and an entity that is owned by the Mas family are minority owners. For the years ended December 31, 2023, 2022 and 2021, MasTec paid CCI $ million, $ million and $ million, respectively, for such equipment, supply and servicing expenses, and related amounts payable totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively. The Company has also rented equipment to CCI. For the year ended December 31, 2023, there was revenue from equipment rentals to CCI, and for the year ended December 31, 2022, such revenue totaled approximately $ million. As of December 31, 2023, there were related receivables, and as of December 31, 2022, related amounts receivable were de minimis.

MasTec has a subcontracting arrangement with an entity for the performance of construction services, the minority owners of which include an entity controlled by Jorge Mas and José R. Mas, along with members of management of a MasTec subsidiary. For the years ended December 31, 2023, 2022 and 2021, MasTec incurred subcontracting expenses in connection with this arrangement of approximately $ million, $ million and $ million, respectively. Related amounts payable totaled approximately $ million as of December 31, 2023, and as of December 31, 2022, such payables were de minimis.

MasTec has an aircraft leasing arrangement with an entity that is owned by Jorge Mas. For the year ended December 31, 2023, MasTec paid approximately $ million related to this leasing arrangement, and for both the years ended December 31, 2022 and 2021, MasTec paid approximately $ million under this arrangement. In December of 2023, MasTec entered into a new leasing agreement with this entity. Related amounts payable totaled approximately $ million as of December 31, 2023.

MasTec performs construction services on behalf of a professional Miami soccer franchise (the “Franchise”) in which Jorge Mas and José R. Mas are majority owners. Construction services include, and have included, the construction of a soccer facility and stadium as well as wireless infrastructure services. In the third quarter of 2023, construction services related to site preparation for a new soccer complex began. For the year ended December 31, 2023, revenue under these arrangements totaled approximately $ million, and related amounts receivable totaled approximately $ million as of December 31, 2023. Payments for other expenses related to the Franchise totaled $ million, $ million and $ million for the years ended December 31, 2023, 2022 and 2021, respectively, for which there were amounts outstanding as of either December 31, 2023 or 2022.

MasTec has a subcontracting arrangement to perform construction services for an entity in which, as of December 31, 2023, José R. Mas had a minority interest, and a member of management of a MasTec subsidiary owned the remaining interest. In the first quarter of 2024, MasTec acquired José R. Mas’ interest in this entity for approximately $ million. For the years ended December 31, 2023 and 2022, revenue recognized by MasTec under this arrangement totaled approximately $ million and $ million, respectively, and as of December 31, 2023 and 2022, related amounts receivable totaled approximately $ million and $ million, respectively. MasTec did not provide services under this arrangement in 2021. MasTec also pays a management fee to this entity in connection with this subcontracting arrangement. Under a separate arrangement, this entity performs certain construction services for MasTec. For the years ended December 31, 2023 and 2022, MasTec incurred approximately $ million and $ million, respectively, for subcontracting and management fee expenses under these arrangements, and as of December 31, 2023 and 2022, related amounts payable totaled approximately $ million and $ million, respectively.

Jorge Mas and José R. Mas previously owned a majority interest of a customer to which MasTec leased employees and provided satellite communication services, which interests were sold in the fourth quarter of 2022. Charges to this customer under these arrangements totaled approximately $ million and $ million for the years ended December 31, 2022 and 2021, respectively, and as of December 31, 2022, related amounts receivable were de minimis.

From time to time, the Company pays amounts on behalf of or to the former owners of acquired businesses, which, under the provisions of the related purchase agreements, the former owners are obligated to repay. The Company paid $ million of such amounts during the year ended December 31, 2023, and for both the years ended December 31, 2022 and 2021 such payments totaled approximately $ million. Amounts receivable for such payments, which are expected to be settled under customary terms associated with the related purchase agreements, totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively.

In addition, the Company has a subcontracting arrangement with an entity in which it has a % interest. The Company’s interest in this entity is accounted for as an equity method investment. For the year ended December 31, 2023, the Company made equity contributions of approximately $ million to this entity, of which $ million was paid in cash, and for the year ended December 31, 2022 equity contributions to this entity totaled approximately $ million. As of December 31, 2023, the Company’s investment in this entity was approximately $ million. As of December 31, 2022, the Company’s net investment in this entity was a liability of approximately $ million, which net amount included approximately $ million of accounts receivable, net, less deferred revenue related to the subcontracting arrangement. Additionally, the Company has certain arrangements with an entity in which members of management have an ownership interest, including a fee arrangement in conjunction with a $ million letter of credit issued by the Company on behalf of this entity. Income recognized in connection with these arrangements in each of the years ended December 31, 2023, 2022 and 2021 totaled approximately $ million. As of both December 31, 2023 and 2022, related amounts receivable totaled $ million.

The Company previously acquired a construction management firm specializing in steel building systems, of which Juan Carlos Mas was a minority owner at the time of acquisition. In the second quarter of 2023, the Company paid $ million of contingent consideration in connection with the finalization of the earn-out arrangement related to this acquisition, as calculated under the terms of the purchase agreement. Approximately % of this earn-out payment was paid to Juan Carlos Mas, consistent with the terms of the purchase agreement.

One of the Company’s subsidiaries has a subcontracting arrangement with a contractual joint venture in which it holds a % undivided

million as of both December 31, 2023 and 2022, or approximately $ million and $ million, respectively.

Non-controlling interests in entities consolidated by the Company represent ownership interests held by members of management of certain of the Company’s subsidiaries, primarily in the Company’s Oil and Gas segment, including the ownership interests in two entities that the Company acquired in the second quarter of 2023, of which it sold certain minority interests of these entities to members of management of a MasTec subsidiary for $ million of notes receivable in the fourth quarter of 2023. These notes, of which approximately $ million was outstanding as of December 31, 2023, bear interest at a rate of % per annum, and are recorded within other current or long-term assets, as appropriate, in the consolidated financial statements. See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net for additional information. In the first quarter of 2023, the Company acquired the remaining % equity interests in one of its subsidiaries from two members of subsidiary management for $ million in cash, plus shares of MasTec common stock, valued at approximately $ million. In 2021, the Company acquired an additional % of the non-controlling interests in one of these entities from two members of subsidiary management for $ million in cash.

Split Dollar Agreements

MasTec has an amended and restated split dollar life insurance agreement with (i) Jorge Mas, and José R. Mas and Juan Carlos Mas, as trustees of the Jorge Mas Irrevocable Trust (the “Jorge Mas trust”); and (ii) José R. Mas, and Jorge Mas, Juan Carlos Mas and Patricia Mas, as trustees of the José Ramon Mas Irrevocable Trust (the “José R. Mas trust”). The Company is the sole owner of each of the policies and is designated as the named fiduciary under each split dollar agreement, and the policies subject to the split dollar agreement may not be surrendered without the express written consent of the applicable trust. The total maximum face amount of the insurance policies subject to the split dollar agreements is capped at $ million in the case of Jorge Mas and $ million in the case of José R. Mas. Upon the death of the applicable executive or the survivor of the applicable executive and his wife, the Company is entitled to receive a portion of the death benefit under the policy equal to the greater of (i) premiums paid by the Company on the policy and (ii) the then cash value of the policy, excluding surrender charges or other similar charges or reductions, immediately before the triggering death. In addition, each executive is entitled to purchase the applicable policy under certain events, including a change in control of the Company.

The Company paid approximately $ million for the year ended December 31, 2023 in connection with the split dollar agreements for Jorge Mas, and for both the years ended December 31, 2022 and 2021, the Company paid approximately $ million in connection with such agreements. In each of the years ended December 31, 2023, 2022 and 2021, the Company paid approximately $ million in connection with the split dollar agreements for José R. Mas. Life insurance assets associated with these agreements, which amounts are included within other long-term assets, totaled approximately $ million and $ million as of December 31, 2023 and 2022, respectively.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by the Company’s board of directors, management, and other personnel to provide reasonable assurance to management regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management’s assessment of the effectiveness of internal control over financial reporting did not include the internal controls over financial reporting of two of the four entities acquired in 2023. All of these acquisitions are included in the 2023 consolidated financial statements in this Form 10-K. These two acquisitions’ total assets constituted approximately 2% of the Company’s total assets as of December 31, 2023 and represented approximately 1% of the Company’s revenue for the year then ended.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

BDO USA, P.C., the independent registered public accounting firm which audits our financial statements, has audited our internal control over financial reporting as of December 31, 2023 and has expressed an unqualified opinion thereon as stated in their report that is included in this Item 9A below. Deloitte & Touche LLP, the independent registered public accounting firm that audits the financial statements of IEA Energy Services, LLC and subsidiaries (“IEA LLC”), has audited IEA LLC’s internal control over financial reporting as of December 31, 2023 and has expressed an unqualified opinion thereon as stated in their report that is included in Item 8. “Financial Statements and Supplementary Data” of this Form 10-K.

Remediation of Previously Reported Material Weaknesses. As previously disclosed under Item 9A. Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2022, management concluded that material weaknesses in our internal control over financial reporting existed as of December 31, 2022. These material weaknesses related to:

•Design and operating effectiveness of controls over the order to cash cycle predominantly related to the assessment of certain 2021 acquired entities that underwent initial controls evaluation in 2022 (the “2021 Acquired Entities”).

•Operating effectiveness of controls related to the initial purchase price allocation of the 2022 IEA acquisition.

•Design of the precision level for a variance analysis management review control within the period end reporting cycle.

In addition, for certain 2021 Acquired Entities, we identified control deficiencies, that when aggregated, constitute material weaknesses as follows:

•Design and operating effectiveness of information technology general computer controls (“ITGCs”) in the areas of user access and program change-management for certain information technology systems (the “affected IT systems”) that are critical to capturing, processing, and reporting financial transactions. These ineffective information technology controls contributed to (i) improper

segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports.

•Design and operating effectiveness of business process controls in each of the following business cycles: procure to pay, asset management, hire to pay, and period-end reporting.

Order to Cash Cycle

The material weakness associated with the order-to-cash cycle predominantly at the 2021 Acquired Entities has been remediated by: (i) completing the redesign of existing controls, where applicable, and implementing additional controls to further strengthen the control environment, (ii) formalizing the assessment of the relevancy of information and data used in key controls, including the design or augmentation of controls to incorporate the review of the accuracy and completeness of such items and (iii) remediating those material weaknesses associated with ITGCs for certain 2021 Acquired Entities (see below).

Purchase Price Allocation

The material weakness associated with the initial purchase price allocation of the 2022 IEA acquisition has been remediated by: (i) completing the redesign of existing controls, where applicable, and implementing additional controls to further strengthen the control environment and (ii) formalizing the assessment of the relevancy of information and data used in key controls, including the design or augmentation of controls to incorporate the review of the accuracy and completeness of such items.

Variance Analysis Management Review Control

The material weakness associated with the variance analysis management review control within the period end reporting cycle has been remediated by redesigning the level of precision required to perform investigation.

ITGCs for Certain 2021 Acquired Entities

The material weakness associated with ITGCs for certain 2021 Acquired Entities has been remediated by (i) expanding functions of IT compliance from the existing, effective ITGC environment at the enterprise level to the 2021 Acquired Entities, (ii) implementing a newly developed training program to address ITGCs and IT policies with appropriate IT personnel, (iii) implementing procedures to ensure enforcement of proper segregation of duties and (iv) enhancing management’s monitoring over the design and operating effectiveness of controls related to logical access and change management for relevant applications and systems.

Procure to Pay, Asset Management, Hire to Pay, and Period-End Reporting cycles for Certain 2021 Acquired Entities

The material weakness associated with the procure to pay, asset management, hire to pay, and period-end reporting cycles for certain 2021 Acquired Entities has been remediated by (i) completing the redesign of existing controls, where applicable, and implementing additional controls to further strengthen the control environment, (ii) formalizing the assessment of the relevancy of information and data used in key controls, including the design or augmentation of controls to incorporate the review of the accuracy and completeness of such items and (iii) remediating those material weaknesses associated with ITGCs for certain 2021 Acquired Entities (see above).

Management evaluated the design and operating effectiveness of the process level controls associated with the remedial actions above. As a result of the remedial actions taken by management throughout the year, management determined that all material weaknesses were remediated as of December 31, 2023.

Changes in Internal Control Over Financial Reporting. Except as described above under “Management’s Report on Internal Control Over Financial Reporting,” there have been no other changes in the Company’s internal control over financial reporting during the fourth quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

MasTec, Inc.

Coral Gables, Florida

Opinion on Internal Control over Financial Reporting

We have audited MasTec, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, based on our audit and the report of the other auditors, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We did not examine the effectiveness of internal control over financial reporting of IEA Energy Services, LLC and subsidiaries (“IEA LLC”), a wholly-owned subsidiary of the Company, whose financial statements reflect total assets and revenue constituting 7.3% and 14.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. IEA LLC’s internal control over financial reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of IEA LLC’s internal control over financial reporting, is based solely on the report of the other auditors.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and schedule (collectively referred to as “the financial statements”) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.

As indicated in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of two entities acquired in 2023, which are included in the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for the year then ended. These two entities constituted approximately 2% of total assets as of December 31, 2023, and approximately 1% of revenues for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of these acquired entities because of the timing of their acquisitions. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of these acquired entities.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/

Miami, Florida

February 29, 2024

ITEM 9B. OTHER INFORMATION

During the three month period ended December 31, 2023, ,” as defined in Item 408(c) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information about directors, executive officers and corporate governance required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders.

We have adopted a code of business conduct and ethics, called the Code of Business Conduct and Ethics, that 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. The full text of the Code of Business Conduct and Ethics is available in the Investor section of MasTec’s website at www.mastec.com under the tab “Corporate Governance” and is available in print to any shareholder who requests it. See also Item 1. “Business - Available Information.” We intend to provide amendments or waivers to our Code of Business Conduct and Ethics for any of our directors and principal officers on our website within four business days after such amendment or waiver. The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Equity Compensation Plans

The following table sets forth information about our common stock that may be issued under all of our equity compensation plans as of December 31, 2023, which included: the 2013 Incentive Plan; the 2011 ESPP; and the 2013 Bargaining Units ESPP.

Plan Category

(a)

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(b)

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

(c)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders

N/A

2,247,317

(1)

Equity compensation plans not approved by security holders

N/A

Total

N/A

2,247,317

(1)Under the 2013 Incentive Plan, 1,114,924 shares were available for issuance as of December 31, 2023. Under the 2011 ESPP and 2013 Bargaining Units ESPP, 231,684 shares and 900,709 shares, respectively, were available for issuance as of December 31, 2023.

The other information required by this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

100

The information required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements, schedules and exhibits are filed as part of this Form 10-K:

(a) 1. Financial Statements – the consolidated financial statements and the reports of the Independent Registered Public Accounting firms are listed on pages 51 through 97.

2. Financial Statement Schedules – Schedule II - Valuation and Qualifying Accounts.

3. Exhibits including those incorporated by reference – The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-K.

Exhibit Index


Exhibits						Description (1)
3.1						Composite Articles of Incorporation of MasTec, Inc., filed as Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated by reference herein.
3.2						Amended and Restated By-laws of MasTec, Inc., amended and restated as of January 22, 2010, filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
4.1						Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 5, 2009 and incorporated by reference herein.
4.2						Form of 4.50% Senior Note due 2028, incorporated by reference to Exhibit A of Exhibit 4.2 and filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 4, 2020.
4.3						Indenture, dated August 4, 2020, by and among the Company, certain of the Company’s subsidiaries and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on August 4, 2020 and incorporated by reference herein.
4.4						Description of Capital Stock, filed as Exhibit 4.17 to our Annual Report on Form 10-K filed with the SEC on February 27, 2020 and incorporated by reference herein.
10.1+						Split Dollar Agreement, dated as of February 26, 2018, by and between MasTec, Inc., Jorge Mas, and José Ramon Mas and Juan Carlos Mas, as Trustees of the Jorge Mas Irrevocable Trust, dated June 1, 2012, filed as Exhibit 10.1 to our Annual Report on Form 10-K filed with the SEC on February 27, 2018 and incorporated by reference herein.
10.2+						Split Dollar Agreement, dated as of February 26, 2018, by and between MasTec, Inc., José Ramon Mas, and Patricia C. Mas, Jorge Mas and Juan Carlos Mas, as Trustees of the José Ramon Mas Irrevocable Trust, dated December 7, 2012, filed as Exhibit 10.2 to our Annual Report on Form 10-K filed with the SEC on February 27, 2018 and incorporated by reference herein.
10.3+						MasTec, Inc. Amended and Restated Deferred Compensation Plan, filed as Exhibit 10.3 to our Annual Report on Form 10-K filed with the SEC on February 25, 2021 and incorporated by reference herein.
10.4+						Employment Agreement, effective as of January 1, 2010, between MasTec, Inc. and Robert Apple, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
10.5+						First Amendment to the Employment Agreement between MasTec, Inc. and Robert Apple, dated March 31, 2014, filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on April 4, 2014 and incorporated by reference herein.
10.6+						MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, filed as Exhibit 10.5 to our Annual Report on Form 10-K filed with the SEC on February 25, 2021 and incorporated by reference herein.
10.7+						Amendment to the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2022 and incorporated by reference herein.
10.8+						Amendment to the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023 and incorporated by reference herein.
10.9						Credit Agreement, dated as of November 1, 2021, by and among MasTec, Inc. and MasTec North America, Inc. as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, filed as Exhibit 10.7 to our Annual Report on Form 10-K filed with the SEC on March 1, 2022 and incorporated by reference herein.
10.10						Amendment No. 1 to Credit Agreement, dated as of September 1, 2022, by and among MasTec, Inc. and MasTec North America, Inc. as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 1, 2022 and incorporated by reference herein.
10.11						Term Loan Agreement, dated as of September 1, 2022, by and among MasTec, Inc. and MasTec North America, Inc. as Borrowers, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 1, 2022 and incorporated by reference herein.
10.12+						Employment Agreement, dated April 18, 2007, by and between MasTec, Inc. and José R. Mas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 20, 2007 and incorporated by reference herein.
10.13+						Employment Agreement, dated as of March 31, 2014, by and between MasTec, Inc. and Alberto de Cardenas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 4, 2014 and incorporated by reference herein.

101


10.14+						First Amendment to the Employment Agreement between MasTec, Inc. and Jose R. Mas, dated March 31, 2014, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on April 4, 2014 and incorporated by reference herein.
10.15+						MasTec, Inc. Amended and Restated Bargaining Units ESPP, filed as Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on February 25, 2021 and incorporated by reference herein.
10.16+						Amendment to the MasTec, Inc. Amended and Restated Bargaining Units ESPP, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2022 and incorporated by reference herein.
10.17+						Amendment to the MasTec, Inc. Amended and Restated Bargaining Units ESPP, filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023 and incorporated by reference herein.
10.18+						MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Annex A to our Definitive Additional Proxy Materials filed with the SEC on May 13, 2021 and incorporated by reference herein.
10.19+						Amendment to the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Exhibit 10.17 to our Annual Report on Form 10-K filed with the SEC on March 16, 2023 and incorporated by reference herein.
10.20+						Form of Employee Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Exhibit 10.18 to our Annual Report on Form 10-K filed with the SEC on March 16, 2023 and incorporated by reference herein.
10.21+						Form of Non-Employee Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on March 16, 2023 and incorporated by reference herein.
10.22+						Form of Employee Restricted Stock Units Agreement for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Exhibit 10.20 to our Annual Report on Form 10-K filed with the SEC on March 16, 2023 and incorporated by reference herein.
10.23+						Form of Executive Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan (for awards made after May 14, 2020), filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020 and incorporated by reference herein.
10.24+						Form of Executive (Jorge Mas) Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020 and incorporated by reference herein.
10.25+						Employment Agreement, dated March 30, 2023, by and between MasTec, Inc. and Paul DiMarco, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023 and incorporated by reference herein.
10.26+						Amended and Restated Employment Agreement, dated March 31, 2023, by and between MasTec, Inc. and George Pita, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023 and incorporated by reference herein.
10.27+						MasTec, Inc. Deferred Fee Plan for Directors (as amended and restated), filed as Exhibit 10.38 to our Form 8-K filed with the SEC on December 23, 2005 and incorporated by reference herein.
21.1*						Subsidiaries of MasTec, Inc.
23.1*						Consent of BDO USA, P.C.
23.2*						Consent of Deloitte & Touche LLP
31.1*						Certifications required by Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications required by Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
95.1*						Mine Safety Disclosure.
97.1*						Policy Regarding the Mandatory Recovery of Compensation.
101.INS						Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						The cover page of MasTec, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included with the Exhibit 101 attachments).

______________

(1) SEC file number for all Securities Exchange Act reports referenced in the exhibit list is 001 - 08106.

* Filed herewith.

** Furnished herewith.

+ Management contract or compensation plan arrangement.

102

ITEM 16. FORM 10-K SUMMARY

Not applicable.

103

MASTEC, INC.

(a)

$ $()

(b)

$ Allowance for unbilled receivables and project close-out liabilities

(a)

()

(b)

Valuation allowance for deferred tax assets

(c)

()

(d)

Total

$$$$()$ Year ended December 31, 2022Allowance for credit losses$$

(a)

$$()

(b)

$ Allowance for unbilled receivables and project close-out liabilities

(a)

(e)

()

(b)

Valuation allowance for deferred tax assets

(c)

(e)

()

(d)

Total

$$$$()$ Year ended December 31, 2021Allowance for credit losses$$

(a)

$$()

(b)

$ Allowance for unbilled receivables and project close-out liabilities

(a)

()

(b)

Valuation allowance for deferred tax assets

(c)

()

(d)

Total

$$$$()$

(a) Provisions for receivables and project close-out liabilities.

(b) Write-offs of and reversals for receivables and project close-out liabilities.

(d) Deductions related to federal, foreign and state attributes.

(e) Assumption of acquisition-related balances.

104

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 1, 2024.


			MASTEC, INC.

			/s/ JOSÉ R. MAS
			José R. Mas
			Chief Executive Officer
			(Principal Executive Officer)

			/s/ PAUL DIMARCO
			Paul DiMarco
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 1, 2024.


/s/ JORGE MAS			Chairman of the Board of Directors
Jorge Mas

/s/ JOSÉ R. MAS			Chief Executive Officer and Director
José R. Mas			(Principal Executive Officer)

/s/ PAUL DIMARCO			Executive Vice President and Chief Financial Officer
Paul DiMarco			(Principal Financial Officer)

/s/ T. MICHAEL LOVE			Chief Accounting Officer
T. Michael Love			(Principal Accounting Officer)

/s/ C. ROBERT CAMPBELL			Director
C. Robert Campbell

/s/ ERNST N. CSISZAR			Director
Ernst N. Csiszar

/s/ ROBERT J. DWYER			Director
Robert J. Dwyer

/s/ JULIA L. JOHNSON			Director
Julia L. Johnson

/s/ JAVIER PALOMAREZ			Director
Javier Palomarez

/s/ AVA L. PARKER			Director
Ava L. Parker

105

MASTEC INC - Annual Report: 2023 (Form 10-K)

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