Edgar Filing: MASTEC INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

Form 10-Q

_____________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

Commission File Number 001-08106

_____________________________________________

MasTec, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Florida	65-0829355
(State or Other jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

800 S. Douglas Road, 12th Floor,
Coral Gables, FL	33134
(Address of Principal Executive Offices)	(Zip Code)

(305) 599-1800

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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



Large accelerated filer	þ		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of August 1, 2016, MasTec, Inc. had 82,360,451 shares of common stock, $0.10 par value, outstanding.

MASTEC, INC

FORM 10-Q

QUARTER ENDED JUNE 30, 2016

TABLE OF CONTENTS



		Page
Part I. FINANCIAL INFORMATION		3
Item 1	Financial Statements	3
	Condensed Unaudited Consolidated Statements of Operations	3
	Condensed Unaudited Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Unaudited Consolidated Balance Sheets	5
	Condensed Unaudited Consolidated Statements of Cash Flows	6
	Notes to the Condensed Unaudited Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4	Controls and Procedures	40
Part II. OTHER INFORMATION		40
Item 1	Legal Proceedings	40
Item 1A	Risk Factors	40
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6	Exhibits	41
SIGNATURES		42

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

MASTEC, INC.

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
Revenue	$	1,232,404		$	1,066,629		$	2,206,630		$	2,069,896
Costs of revenue, excluding depreciation and amortization	1,068,182			945,947			1,952,583			1,832,361
Depreciation and amortization	40,657			43,254			79,664			85,852
General and administrative expenses	67,852			69,250			127,900			143,279
Interest expense, net	12,639			12,907			24,797			23,880
Equity in (earnings) losses of unconsolidated affiliates	(489		)	2,638			(3,555		)	3,223
Other expense (income), net	1,524			(4,991		)	(11,830		)	(5,583		)
Income (loss) before income taxes	$	42,039		$	(2,376	)	$	37,071		$	(13,116	)
(Provision for) benefit from income taxes	(17,601		)	(1,444		)	(15,514		)	2,908
Net income (loss)	$	24,438		$	(3,820	)	$	21,557		$	(10,208	)
Net income (loss) attributable to non-controlling interests	350			(120		)	162			(245		)
Net income (loss) attributable to MasTec, Inc.	$	24,088		$	(3,700	)	$	21,395		$	(9,963	)

Earnings per share(Note 2):
Basic earnings (loss) per share	$	0.30		$	(0.05	)	$	0.27		$	(0.12	)
Basic weighted average common shares outstanding	80,351			79,830			80,253			81,106

Diluted earnings (loss) per share	$	0.30		$	(0.05	)	$	0.26		$	(0.12	)
Diluted weighted average common shares outstanding	81,266			79,830			81,043			81,106

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

MASTEC, INC.

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
Net income (loss)	$	24,438		$	(3,820	)	$	21,557		$	(10,208	)
Other comprehensive income (loss):
Foreign currency translation gains (losses), net of tax	247			3,309			5,871			(18,719		)
Unrealized losses on equity method investment activity, net of tax	(4,577		)	—			(12,587		)	—
Comprehensive income (loss)	$	20,108		$	(511	)	$	14,841		$	(28,927	)
Comprehensive income (loss) attributable to non-controlling interests	350			(120		)	162			(245		)
Comprehensive income (loss) attributable to MasTec, Inc.	$	19,758		$	(391	)	$	14,679		$	(28,682	)

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

MASTEC, INC.

CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)



	June 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	8,758		$	4,984
Accounts receivable, net of allowance	1,091,025			911,106
Inventories, net	115,799			90,599
Prepaid expenses	45,074			54,879
Other current assets	61,186			68,190
Total current assets	$	1,321,842		$	1,129,758
Property and equipment, net	559,057			558,667
Goodwill, net	998,089			988,511
Other intangible assets, net	192,583			199,379
Other long-term assets	52,372			51,032
Total assets	$	3,123,943		$	2,927,347
Liabilities and equity
Current liabilities:
Current maturities of long-term debt	$	70,367		$	77,400
Accounts payable	440,972			348,543
Accrued salaries and wages	83,083			46,550
Other accrued expenses	85,035			69,369
Acquisition-related contingent consideration, current	22,064			17,731
Billings in excess of costs and earnings	130,621			149,483
Other current liabilities	34,292			43,459
Total current liabilities	$	866,434		$	752,535
Acquisition-related contingent consideration, net of current portion	25,151			41,675
Long-term debt	998,440			932,868
Long-term deferred tax liabilities, net	173,220			188,759
Other long-term liabilities	90,482			68,119
Total liabilities	$	2,153,727		$	1,983,956
Commitments and contingencies (See Note 14)
Equity
Preferred stock, $1.00 par value: authorized shares - 5,000,000; issued and outstanding shares – none	$	—		$	—
Common stock, $0.10 par value: authorized shares - 145,000,000; issued shares - 90,403,416 (including 1,898,678 of unvested restricted shares) and 88,197,474 as of June 30, 2016 and December 31, 2015, respectively	9,040			8,820
Capital surplus	781,251			769,996
Retained earnings	400,073			378,678
Accumulated other comprehensive loss	(79,067		)	(72,351		)
Treasury stock, at cost: 8,094,004 shares as of both June 30, 2016 and December 31, 2015	(145,573		)	(145,573		)
Total MasTec, Inc. shareholders’ equity	$	965,724		$	939,570
Non-controlling interests	$	4,492		$	3,821
Total equity	$	970,216		$	943,391
Total liabilities and equity	$	3,123,943		$	2,927,347

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

MASTEC, INC.

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	For the Six Months Ended June 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	21,557		$	(10,208	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	79,664			85,852
Non-cash interest expense, net	1,473			1,324
Non-cash stock-based compensation expense	7,405			6,320
Excess tax benefit from stock-based compensation	(1,132		)	(53		)
Provision for (benefit from) deferred income taxes	1,155			(10,026		)
Other non-cash items	3,230			736
Losses (gains) on sales of assets, including estimated losses on fixed assets held-for-sale	1,177			(1,427		)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(179,372		)	159,384
Inventories	(26,454		)	9,356
Other assets, current and long-term portion	28,878			1,023
Accounts payable and accrued expenses	123,958			(37,335		)
Billings in excess of costs and earnings	(18,856		)	(33,100		)
Book overdrafts	10,075			1,217
Other liabilities, current and long-term portion	(24,270		)	(11,774		)
Net cash provided by operating activities	$	28,488		$	161,289
Cash flows used in investing activities:
Cash paid for acquisitions, net of cash acquired	(4,102		)	(148		)
Capital expenditures	(63,893		)	(48,431		)
Proceeds from sale of property and equipment	10,163			4,146
Payments for other investments	(2,040		)	(65,150		)
Net cash used in investing activities	$	(59,872	)	$	(109,583	)
Cash flows provided by (used in) financing activities:
Proceeds from credit facilities	684,287			844,494
Repayments of credit facilities	(604,640		)	(741,302		)
Repayments of other borrowings	(5,993		)	(6,683		)
Payments of capital lease obligations	(27,506		)	(28,469		)
Repurchase of common stock	—			(100,000		)
Proceeds from stock-based awards, net of tax withholdings	3,338			1,849
Excess tax benefit from stock-based compensation	1,132			53
Payments of acquisition-related contingent consideration	(14,572		)	(39,257		)
Payments of financing costs	—			(1,053		)
Net cash provided by (used in) financing activities	$	36,046		$	(70,368	)
Effect of currency translation on cash	(888		)	(642		)
Net increase (decrease) in cash and cash equivalents	$	3,774		$	(19,304	)
Cash and cash equivalents - beginning of period	$	4,984		$	24,059
Cash and cash equivalents - end of period	$	8,758		$	4,755



Supplemental cash flow information:
Interest paid	$	22,647	$	22,837
Income taxes paid, net of refunds	$	7,131	$	5,429
Supplemental disclosure of non-cash information:
Equipment acquired under capital lease	$	2,627	$	16,084
Equipment acquired under financing arrangements	$	854	$	5,758
Accrued capital expenditures	$	6,090	$	5,304

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

MASTEC, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of the Business

MasTec, Inc. (collectively with its subsidiaries, “MasTec” or the “Company”) is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy and utility infrastructure, such as: wireless, wireline/fiber and satellite communications; petroleum and natural gas pipeline infrastructure; electrical utility transmission and distribution; power generation; and industrial infrastructure. MasTec’s customers are primarily in these industries. MasTec reports its results under five reportable segments: (1) Communications; (2) Oil and Gas; (3) Electrical Transmission; (4) Power Generation and Industrial; and (5) Other.

Basis of Presentation

The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated balance sheet as of December 31, 2015 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2015 contained in the Company’s 2015 Annual Report on Form 10-K (the “2015 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. Certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these condensed unaudited consolidated financial statements are adequate to make the information not misleading. In these condensed unaudited consolidated financial statements, “$” means U.S. dollars unless otherwise noted.

Principles of Consolidation

The accompanying condensed unaudited consolidated financial statements include MasTec, Inc. and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Other parties’ interests in subsidiaries for which MasTec exercises control and has a controlling financial interest are reported as non-controlling interests within equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. The Company’s investments in entities in which the Company does not have a controlling interest, but for which it has the ability to exert significant influence, are accounted for using the equity method of accounting. Equity method investments are recorded as other long-term assets or, for investments in a net liability position, within other long-term liabilities. Income or loss from these investments is recorded as a separate line item in the statements of operations. Intercompany profits or losses associated with the Company’s equity method investments, to the extent of the Company’s ownership interests, are eliminated until realized by the investee in transactions with third parties. For equity method investments for which the Company has an undivided interest in the assets, liabilities, revenues and profits or losses of an unincorporated entity, but the Company does not control the entity, the Company’s interest in the entity is consolidated on a basis proportional to its ownership interest. The cost method is used for investments in entities in which the Company does not have the ability to exert significant influence.

Management determines whether its investment arrangements, such as equity or other interests in business entities, including contractual joint ventures, constitute a variable interest entity (“VIE”) based on the nature and characteristics of such arrangements. If an investment arrangement is determined to be a VIE, then management determines if the Company is the VIE’s primary beneficiary by evaluating several factors, including its: (i) risks and responsibilities, (ii) ownership interests, (iii) decision making powers, and (iv) financial and other interests, among others. Consolidation of the VIE would be required if management determines that the Company is the primary beneficiary of the VIE. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the primary activities of the VIE and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, which, in either case, could be significant to the VIE. If management determines that the Company is the primary beneficiary of a VIE, then it would be consolidated, and the other parties’ interests in the VIE would be accounted for as a non-controlling interest. As of June 30, 2016, the Company determined that certain of its investment arrangements were VIEs, but that it was not the primary beneficiary, and, accordingly, has not consolidated these VIEs.

Translation of Foreign Currencies

The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses accumulated within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all of the Company’s foreign operations use the local currency as the functional currency. Gains or losses resulting from transactions executed in a foreign currency are included in other income or expense, net.

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue, less project costs of revenue, including depreciation), in particular, on long-term construction contracts, or other projects accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of contract price adjustments that are probable; allowances for doubtful accounts; estimated fair values of goodwill and intangible assets and liabilities, acquisition-related contingent consideration and investments in cost and equity method investees; asset lives used in computing depreciation and amortization; accrued self-insured claims; share-based compensation; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole, actual results could differ materially from those estimates.

Significant Accounting Policies

Revenue Recognition

Revenue is derived from construction projects performed under master and other service agreements as well as from contracts for specific projects or jobs requiring the construction and installation of an entire infrastructure system or specified units within an entire infrastructure system. The Company frequently provides maintenance under unit price or fixed price master service or other service agreements. Revenue and related costs for master and other service agreements billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects performed under master service and other service agreements totaled 45% of revenue for both the three month periods ended June 30, 2016 and 2015, and totaled 47% and 48% for the six month periods ended June 30, 2016 and 2015, respectively. The Company also performs services under master and other service agreements on a fixed fee basis, under which MasTec furnishes specified units of service for a fixed price per unit of service and revenue is recognized as the services are rendered. Revenue from fixed price contracts provides for a fixed amount of revenue for the entire project, subject to certain additions for changed scope or specifications. Revenue from these contracts, as well as for certain projects pursuant to master and other service agreements, is recognized using the percentage-of-completion method, under which the percentage of revenue to be recognized for a given project is measured by the percentage of costs incurred to date on the contract to the total estimated costs for the contract. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of costs incurred, units installed, hours expended or some other measure of progress. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the operational costs of capital equipment (excluding certain depreciation). Much of the materials associated with the Company’s work are customer-furnished and are therefore not included in contract revenue and costs.

The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and total estimated costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Project profit was affected by less than 5% for the six month period ended June 30, 2016 as a result of changes in contract estimates included in projects that were in process as of December 31, 2015, and, for the six month period ended June 30, 2015, excluding the effects of project losses of $17.6 million on a Canadian wind project and $5.5 million on a proportionately consolidated non-controlled Canadian joint venture, 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, 2014. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The majority of fixed price contracts are completed within one year.

The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. The Company treats project costs as a cost of contract performance in the period incurred if it is not probable that the costs will be recovered, or defers costs and/or recognizes revenue up to the amount of the related cost if it is probable that the contract price will be adjusted and can be reliably estimated. As of June 30, 2016 and December 31, 2015, the Company had approximately $20 million and $38 million, respectively, of change orders and/or claims that had been included as contract price adjustments on certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These contract price adjustments represent management’s best estimate of contract revenue that has been or will be earned and that management believes is probable of collection. As of June 30, 2016, these change orders were primarily related to contracts in the Oil and Gas segment. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within one year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts.

Billings in excess of costs and estimated earnings on uncompleted contracts are classified as current liabilities. Costs and estimated earnings in excess of billings, or work in process, is classified within current assets. Work in process on contracts is based on work performed but not yet billed to customers as per individual contract terms.

Recently Issued Accounting Pronouncements

There have been no changes in the expected dates of adoption or estimated effects on the Company’s consolidated financial statements of recently issued accounting pronouncements from those disclosed in the Company’s 2015 Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure and disclose credit losses for most financial assets and certain other instruments that are not measured at fair value through net income and replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information in determining credit loss estimates. ASU 2016-13 also requires enhanced disclosures. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is intended to improve and simplify the accounting for share-based payment transactions. Under ASU 2016-09, when share-based payment awards vest or are settled, excess tax benefits (“windfalls”) or tax deficiencies (“shortfalls”) are to be recognized in the income statement, rather than as additional paid-in-capital, and these tax effects will be presented within the statement of cash flows as an operating cash flow, rather than as a financing activity. The recognition of the income tax effects of share-based payment awards in the income statement will also affect the computation of dilutive common stock equivalents as calculated under the treasury stock method, as windfalls will no longer be included in assumed proceeds from outstanding awards. ASU 2016-09 increases the amount an employer can withhold to cover statutory employee tax withholdings, and requires that payments to taxing authorities for such employee withholdings be presented as a financing activity. ASU 2016-09 also provides for an accounting policy election for forfeitures, whereby forfeitures can either be estimated or accounted for as incurred. ASU 2016-09 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted if all provisions of the standard are early adopted. The Company is currently evaluating the expected adoption method and potential effect of this ASU on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), in April 2016 issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), and in May 2016, issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (“ASU 2016-11”). ASU 2016-08 clarifies principal versus agent considerations relating to when another party, along with the entity, is involved in providing a good or service to a customer. ASU 2016-08 requires an entity to determine whether the nature of its promise is to provide a good or service to a customer, or to arrange for the good or service to be provided to the customer by the other party. This determination is based upon whether the entity controls the good or service before it is transferred to the customer. When the entity that satisfies a performance obligation is the principal, the entity recognizes the gross amount of consideration as revenue. When the entity that satisfies the performance obligation is the agent, it recognizes the amount of any fee or commission as revenue. ASU 2016-10 clarifies the guidance in Topic 606 for identifying performance obligations in a contract as well as the implementation guidance pertaining to revenue recognition related to licensing arrangements. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for consideration given by a vendor to a customer, as well as accounting for shipping and handling fees and freight services. In May 2016, the FASB also issued ASU 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), which provides clarification on certain topics within ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), including assessing collectibility, presentation of sales taxes, the measurement date for non-cash consideration and completed contracts at transition, as well as providing a practical expedient for contract modifications at transition. The effective date and transition requirements for the amendments in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are the same as the effective date and transition requirements of ASU 2014-09, which is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. The Company is evaluating the expected adoption method and potential effect of these ASUs on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments-Equity Method and Joint Ventures (Topic 323: Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”). ASU 2016-07 eliminates the requirement that an investor retrospectively apply the equity method of accounting when an investment becomes qualified for the equity method of accounting as a result of an increase in the level of ownership or degree of influence. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, on a prospective basis. Early adoption is permitted. The Company does not expect that this ASU will have a material effect on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force) (“ASU 2016-06”) and ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the FASB Emerging Issues Task Force) (“ASU 2016-05”). ASU 2016-06 clarifies the requirements for assessing whether contingent call or put options that can accelerate repayment are clearly and closely related to the economic characteristics and risks of the host contract. When a call or put option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise the option is related to interest rates or credit risk. An entity is only required to assess the embedded call or put option in accordance with the four-step decision sequence under current GAAP. ASU 2016-06 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, on a modified retrospective basis. Early adoption is permitted. ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument is not, in and of itself, considered to be a termination of the original derivative instrument, which would discontinue the application of hedge accounting, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. ASU 2016-05 is effective

either prospectively or on a modified retrospective basis. The Company does not expect these ASUs to have an effect on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Subtopic 842) (“ASU 2016-02”). ASU 2016-02 provides revised guidance for lease accounting and related disclosure requirements, including a requirement for lessees to recognize lease assets and lease liabilities for operating leases with a duration of greater than one year. Under the previous guidance, lessees were not required to recognize assets and liabilities for operating leases on the balance sheet. ASU 2016-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. Modified retrospective application is required for all relevant prior periods. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements. Upon adoption, the Company expects to recognize lease assets and liabilities for certain of its operating leases.

Recently Issued Accounting Pronouncements Adopted as of January 1, 2016

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented as a direct deduction from the carrying amount of the debt. The adoption of ASU 2015-03 resulted in the reclassification of $12.9 million of deferred financing costs associated with the Company’s credit facility and senior notes from other current and other long-term assets to current and long-term debt as of December 31, 2015, which amount was composed of approximately $5.5 million, $1.0 million and $6.4 million related to the Company’s credit facility, term loan and 4.875% senior notes, respectively. See Note 7 - Debt.

Note 2 – Earnings Per Share

Basic earnings or loss per share is computed by dividing net income or loss attributable to MasTec by the weighted average number of common shares outstanding for the period, which excludes non-participating unvested restricted share awards. Diluted earnings per share is computed by dividing net income or loss attributable to MasTec by the weighted average number of fully diluted shares, as calculated under the treasury stock method, which includes the effect of dilutive common stock equivalents, including from the exercise of outstanding stock options or the vesting of unvested restricted shares. If the Company reports a loss, rather than income, the computation of diluted loss per share excludes dilutive common stock equivalents, as their effect would be anti-dilutive. For the three and six month periods ended June 30, 2015, the Company reported a net loss, which resulted in the exclusion of 476,769 and 495,181 weighted average dilutive common stock equivalents, respectively, from the calculation of diluted loss per share.

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



	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2016		2015			2016		2015
Net income (loss) attributable to MasTec:
Net income (loss) - basic and diluted ^(a)	$	24,088	$	(3,700	)	$	21,395	$	(9,963	)
Weighted average shares outstanding:
Weighted average shares outstanding - basic ^(b)	80,351		79,830			80,253		81,106
Dilutive common stock equivalents	915		—			790		—
Weighted average shares outstanding - diluted	81,266		79,830			81,043		81,106


(a)	Calculated as total net income (loss) less amounts attributable to non-controlling interests.


(b)	Excludes non-participating unvested restricted share awards.

Note 3 - Goodwill and Other Intangible Assets

The following table provides details of goodwill by reportable segment as of June 30, 2016 (in millions):



	Communications		Oil and Gas			Electrical Transmission		Power Generation and Industrial		Total Goodwill
Goodwill, gross carrying amount	$	420.7	$	382.6		$	149.9	$	117.6	$	1,070.8
Accumulated impairment losses	—		(72.7		)	—		—		(72.7		)
Goodwill, net	$	420.7	$	309.9		$	149.9	$	117.6	$	998.1

Currency translation gains associated with goodwill, net, totaled $3.8 million, net, for the six month period ended June 30, 2016, which amount was comprised of a currency translation loss related to accumulated impairment losses of $4.2 million, and a currency translation gain related to the gross carrying amount of goodwill of $8.0 million. Currency translation losses associated with goodwill totaled $10.2 million for the six month period ended June 30, 2015. There were no additions to goodwill from new business combinations in either of the six month periods ended June 30, 2016 or 2015. For the six month periods ended June 30, 2016 and 2015, additions to goodwill from accruals of acquisition-related contingent consideration totaled $5.8 million and $0.8 million, respectively.

The following table provides a reconciliation of changes in other intangible assets for the period indicated (in millions):



	Other Intangible Assets
	Non-amortizing				Amortizing
	Trade Names		Pre-Qualifications		Customer Relationships and Backlog			Other ^(a)			Total
Other intangible assets, gross carrying amount as of December 31, 2015	$	34.8	$	73.4	$	195.4		$	25.7		$	329.3
Accumulated amortization					(114.6		)	(15.3		)	(129.9		)
Other intangible assets, net, as of December 31, 2015	$	34.8	$	73.4	$	80.8		$	10.4		$	199.4
Amortization expense					(8.9		)	(1.6		)	(10.5		)
Currency translation adjustments	—		2.9		0.6			0.2			3.7
Other intangible assets, net, as of June 30, 2016	$	34.8	$	76.3	$	72.5		$	9.0		$	192.6


(a)	Consists principally of trade names and non-compete agreements.

Amortization expense associated with intangible assets for the three month periods ended June 30, 2016 and 2015 totaled $5.3 million and $7.3 million, respectively, and for the six month periods ended June 30, 2016 and 2015 totaled $10.5 million and $14.6 million, respectively.

Note 4 – Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts and notes receivable, cash collateral deposited with insurance carriers, life insurance assets, cost and equity method investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration, certain intangible assets and liabilities, including off-market contracts, and debt obligations.

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, deferred compensation plan assets and liabilities and outstanding balances on its credit facilities approximate their fair values. Cost and equity method investments are initially recorded at their cost basis.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of June 30, 2016 and December 31, 2015, financial instruments required to be measured at fair value on a recurring basis consisted primarily of acquisition-related contingent consideration liabilities, which represent the estimated fair value of additional future earn-outs payable for acquisitions of businesses (“ASC 805 contingent consideration”), in accordance with U.S. GAAP. The fair value of ASC 805 contingent consideration is based on management estimates and entity-specific assumptions, which are Level 3 inputs, and is evaluated on an ongoing basis. As of June 30, 2016 and December 31, 2015, the fair value of the Company’s ASC 805 contingent consideration totaled $46.2 million and $58.4 million, respectively.

There were no additions to ASC 805 contingent consideration from new business combinations in either of the three or six month periods ended June 30, 2016 or 2015. Payments in connection with ASC 805 contingent consideration for both the three and six month periods ended June 30, 2016 totaled $10.6 million, and totaled $32.2 million for both the three and six month periods ended June 30, 2015. During the first quarter of 2016, the Company recognized a net reduction in ASC 805 contingent consideration of $2.3 million related to a decrease in the expected earn-out obligations for certain of the Company’s western Canadian oil and gas businesses due to finalization of completed earn-out arrangements and adjustments to expected future period earn-out obligations. During the second quarter of 2015, the Company recognized a net reduction in ASC 805 contingent consideration of $3.6 million, a portion of which related to an acquired business in our Electrical Transmission segment. These adjustments were recorded within other income. Foreign currency translation losses associated with ASC 805 contingent consideration, which are included within other comprehensive income or loss, as appropriate, were de minimis for the three month period ended June 30, 2016, and totaled $0.6 million for the six month period ended June 30, 2016. For the three month period ended June 30, 2015, foreign currency translation losses associated with ASC 805 contingent consideration totaled $1.0 million, whereas foreign currency translation gains totaled $3.6 million for the six month period ended June 30, 2015.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities recognized or disclosed at fair value on a non-recurring basis, for which remeasurement occurs in the event of an impairment or other measurement event, if applicable, include items such as cost and equity method investments, life insurance assets, long-lived assets, goodwill, other intangible assets and liabilities, including off-market contracts, and debt.

As of both June 30, 2016 and December 31, 2015, the carrying amount of the Company’s 4.875% senior notes due 2023 (the “4.875% Senior Notes”) totaled $400 million. As of June 30, 2016 and December 31, 2015, the estimated fair value of the Company’s 4.875% Senior Notes, based on quoted market prices in active markets, a Level 1 input, totaled $368.0 million and $344.0 million, respectively.

Cost and Equity Method Investments. The Company’s cost and equity method investments as of June 30, 2016 include: (i) the Company’s equity interests in Trans-Pecos Pipeline, LLC (“TPP”) and Comanche Trail Pipeline, LLC (“CTP,” and together with TPP, the “Waha JVs”); (ii) the Company’s equity interests in two joint ventures, which were pre-acquisition investments of Pacer Construction Holdings Corporation and its affiliated operating companies (collectively, “Pacer”); and (iii) a $15 million cost investment in Cross Country Pipeline Supply, Inc. (“CCP”).

In connection with its equity interests in the Waha JVs, the Company has issued $78 million in letters of credit as collateral for its equity commitments (the “Equity LC Amount”). Outstanding letters of credit related to the Waha JVs totaled $78 million and $86 million as of June 30, 2016 and December 31, 2015, respectively. The Waha JVs are also party to certain interest rate swaps. The Company reflects its proportionate share of any unrealized fair market value gains or losses from fluctuations in interest rates associated with these swaps in its financial statements. For the three and six month periods ended June 30, 2016, the Company’s proportionate share of unrecognized unrealized fair market value losses on these interest rate swaps, which are accounted for as qualifying cash flow hedges by the Waha JVs, totaled approximately $7.5 million and $20.5 million, or $4.6 million and $12.6 million, net of tax, which amounts were included within other comprehensive loss. For the three and six month periods ended June 30, 2016, revenue recognized in connection with work performed for the Waha JVs, net of intercompany eliminations to the extent of the Company’s ownership interests, totaled $51.6 million and $61.9 million, respectively. As of June 30, 2016, related receivables, including retainage, and net of billings in excess of costs and earnings, totaled $34.5 million. As of June 30, 2016 and December 31, 2015, the Company’s net investment in the Waha JVs represented a liability within the Company’s consolidated balance sheets totaling $19.2 million and $4.4 million.

In connection with the 2014 acquisition of Pacer, the Company acquired equity interests in two joint ventures. These entities are in the final stages of liquidation, and have entered into receivership arrangements to assist with the orderly wind-down of their operations. During the first quarter of 2016, the Company recorded $3.6 million of earnings related to increases in expected recoveries from these investments. The aggregate net carrying value associated with these joint ventures, which approximates net realizable value, including financing and project receivables, totaled $33.1 million and $28.8 million as of June 30, 2016 and December 31, 2015, which amounts were substantially all recorded within other current assets. There are no remaining amounts expected to be advanced to these entities, and all jobs were complete as of June 30, 2016.

The fair values of the Company’s cost and equity method investments are not readily observable. The Company is not aware of events or changes in circumstances that would have a significant adverse effect on the carrying values of its cost and/or equity method investments as of June 30, 2016 or December 31, 2015.

Note 5 - Accounts Receivable, Net of Allowance

The following table provides details of accounts receivable, net of allowance, as of the dates indicated (in millions):



	June 30, 2016			December 31, 2015
Contract billings	$	526.8		$	437.3
Retainage	175.6			148.8
Costs and earnings in excess of billings	398.2			332.7
Accounts receivable, gross	$	1,100.6		$	918.8
Less allowance for doubtful accounts	(9.6		)	(7.7		)
Accounts receivable, net	$	1,091.0		$	911.1

Retainage, which has been billed, but is not due until the Company’s completion of performance and acceptance by customers, is generally expected to be collected within one year. Receivables expected to be collected beyond one year are recorded within other long-term assets. Provisions for doubtful accounts for the three month periods ended June 30, 2016 and 2015 totaled $1.3 million and $0.2 million, respectively, and for the six month periods ended June 30, 2016 and 2015, totaled $1.7 million and $0.7 million, respectively.

In the ordinary course of business, the Company has entered into certain non-recourse financing arrangements, under which receivables are purchased by the customer’s bank for a nominal fee. These arrangements improve the collection cycle time of the related receivables. Related discount charges are included within interest expense.

Note 6 - Property and Equipment, Net

The following table provides details of property and equipment, net, including property and equipment held under capital leases as of the dates indicated (in millions):



	June 30, 2016			December 31, 2015
Land	$	4.6		$	4.6
Buildings and leasehold improvements	22.0			21.7
Machinery and equipment	953.3			912.9
Office furniture and equipment	140.0			136.9
Construction in progress	23.7			10.8
Total property and equipment	$	1,143.6		$	1,086.9
Less accumulated depreciation and amortization	(584.5		)	(528.2		)
Property and equipment, net	$	559.1		$	558.7

The gross amount of capitalized internal-use software, which is included within office furniture and equipment, totaled $103.4 million and $101.4 million as of June 30, 2016 and December 31, 2015, respectively. Capitalized internal-use software, net of accumulated amortization, totaled $31.8 million and $33.4 million as of June 30, 2016 and December 31, 2015, respectively. Depreciation and amortization expense associated with property and equipment for the three month periods ended June 30, 2016 and 2015 totaled $35.4 million and $36.0 million, respectively, and totaled $69.1 million and $71.3 million for the six month periods ended June 30, 2016 and 2015, respectively.

Note 7 - Debt

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



Description	Maturity Date	June 30, 2016			December 31, 2015
Senior secured credit facility:
Revolving loans	October 29, 2018	$	307.6		$	208.5
Term loan	November 21, 2019	243.8			250.0
4.875% Senior Notes	March 15, 2023	400.0			400.0
Other credit facilities	Varies	10.1			16.4
Capital lease obligations, weighted average interest rate of 2.8%	In installments through June 13, 2021	107.2			130.9
Notes payable, equipment, weighted average interest rate of 2.8%	In installments through May 31, 2018	11.5			17.4
Total debt		$	1,080.2		$	1,023.2
Less unamortized deferred financing costs		(11.4		)	(12.9		)
Less current maturities		(70.4		)	(77.4		)
Long-term debt		$	998.4		$	932.9

Senior Secured Credit Facility

The Company has a senior secured credit facility, referred to as the Credit Facility. Under the Credit Facility, aggregate borrowing commitments total approximately $1.24 billion, composed of $1.0 billion of revolving commitments and a term loan in the principal amount of $244 million (the “Term Loan”) as of June 30, 2016. As of June 30, 2016 and December 31, 2015, outstanding revolving loans under the Credit Facility included approximately $91 million and $88 million, respectively, of borrowings denominated in foreign currencies, and accrued interest at a weighted average rate of approximately 2.95% per annum as of both June 30, 2016 and December 31, 2015. The Term Loan accrued interest at a rate of 2.46% and 2.42% as of June 30, 2016 and December 31, 2015, respectively. In May 2016, the Credit Facility was amended to increase the maximum amount available for letters of credit from $450 million to $650 million. Letters of credit of approximately $337.8 million and $292.8 million were issued as of June 30, 2016 and December 31, 2015, respectively. As of both June 30, 2016 and December 31, 2015, letter of credit fees accrued at 1% per annum for performance standby letters of credit and at 2% for financial standby letters of credit. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of June 30, 2016 and December 31, 2015, borrowing capacity of $354.6 million and $498.7 million, respectively, was available for revolving loans, or up to $312.2 million and $157.2 million, respectively, for new letters of credit. Borrowing capacity as of June 30, 2016 and December 31, 2015 included $108.7 million and $111.8 million, respectively, of availability in either Canadian dollars or Mexican pesos. The unused facility fee was 0.40% as of both June 30, 2016 and December 31, 2015. The Credit Facility is guaranteed by certain subsidiaries of the Company (the “Guarantor Subsidiaries”), and the obligations under the Credit Facility are secured by substantially all of the Company’s and the Guarantor Subsidiaries’ respective assets, subject to certain exceptions.

Other Credit Facilities. The Company has other credit facilities that support the working capital requirements of its foreign operations. Borrowings under these credit facilities, which have varying dates of maturity and are generally renewed on an annual basis, are primarily denominated

in Canadian dollars. Maximum borrowing capacity totaled Canadian $40.0 million as of both June 30, 2016 and December 31, 2015, or approximately $30.9 million and $28.9 million, respectively. Outstanding borrowings totaled approximately $10.1 million and $16.4 million as of June 30, 2016 and December 31, 2015, respectively. Outstanding borrowings accrued interest at a weighted average rate of 3.6% as of both June 30, 2016 and December 31, 2015, respectively. Outstanding borrowings that are not renewed are repaid with borrowings under the Credit Facility. Accordingly, the carrying amounts of the Company’s borrowings under its other credit facilities are classified within long-term debt in the Company’s consolidated balance sheets. The Company’s other credit facilities are subject to customary provisions and covenants.

Debt Guarantees and Covenants

The 4.875% Senior Notes are senior unsecured unsubordinated obligations and rank equal in right of payment with existing and future unsubordinated debt, and rank senior in right of payment to existing and future subordinated debt and are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by certain of the Company’s existing and future 100%-owned direct and indirect domestic subsidiaries that are each guarantors of the Credit Facility or other outstanding indebtedness. See Note 16 - Supplemental Guarantor Condensed Unaudited Consolidating Financial Information.

MasTec was in compliance with the provisions and covenants contained in its outstanding debt instruments as of June 30, 2016 and December 31, 2015.

Additional Information

As of June 30, 2016 and December 31, 2015, accrued interest payable, which is recorded within other accrued expenses, totaled $8.6 million and $7.7 million, respectively. For detailed discussion and additional information pertaining to the Company’s debt instruments, see Note 8 - Debt in the Company’s 2015 Form 10-K.

Note 8 - Lease Obligations

Capital Leases

MasTec enters into agreements that provide lease financing for machinery and equipment. The gross amount of assets held under capital leases as of June 30, 2016 and December 31, 2015, which are included within property and equipment, net, totaled $283.3 million and $286.3 million, respectively. Assets held under capital leases, net of accumulated depreciation, totaled $177.1 million and $193.3 million as of June 30, 2016 and December 31, 2015, respectively.

Operating Leases

In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. Rent expense relating to operating leases that have non-cancelable terms in excess of one year totaled approximately $24.3 million and $19.3 million for the three month periods ended June 30, 2016 and 2015, respectively, and totaled $48.9 million and $39.4 million for the six month periods ended June 30, 2016 and 2015, respectively. The Company also incurred expenses relating to facilities, vehicles and equipment having original terms of one year or less totaling approximately $70.7 million and $54.2 million for the three month periods ended June 30, 2016 and 2015, respectively, and totaling $117.2 million and $97.1 million for the six month periods ended June 30, 2016 and 2015, respectively.

Note 9 – Stock-Based Compensation and Other Employee Benefit Plans

The Company has stock-based compensation plans, under which stock options, restricted stock awards and restricted stock units are reserved for issuance. Under all stock-based compensation plans in effect as of June 30, 2016, including employee stock purchase plans, there were approximately 5,331,000 shares available for future grants.

Restricted Shares

MasTec grants restricted stock awards and restricted stock units (together “restricted shares”), which are valued based on the closing share price of MasTec common stock on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. Total unearned compensation related to restricted shares as of June 30, 2016 was approximately $21.6 million, which is expected to be recognized over a weighted average period of approximately 1.8 years. The intrinsic value of restricted shares that vested, which is based on the market price on the date of vesting, totaled $1.2 million and $0.9 million for the three month periods ended June 30, 2016 and 2015, respectively, and totaled $1.4 million and $3.5 million for the six month periods ended June 30, 2016 and 2015, respectively.



Activity, restricted shares: ^(a)	Restricted Shares		Per Share Weighted Average Grant Date Fair Value
Non-vested restricted shares, as of December 31, 2015	1,630,232		$	22.94
Granted	441,266		13.21
Vested	(71,970	)	23.64
Canceled/forfeited	(56,100	)	22.58
Non-vested restricted shares, as of June 30, 2016	1,943,428		$	20.71


(a)	Includes 44,750 and 32,250 restricted stock units as of June 30, 2016 and December 31, 2015, respectively.

Stock Options

The Company has granted options to purchase its common stock to employees and members of the Board of Directors and affiliates under various stock option plans at not less than the fair market value of the underlying stock on the date of grant. All outstanding stock options are fully vested.



Activity, stock options:	Stock Options		Per Share Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value ^(a) (in millions)
Options outstanding and exercisable as of December 31, 2015	202,700		$	13.06	0.55	$	0.9
Exercised	(156,439	)	13.10
Options outstanding and exercisable as of June 30, 2016	46,261		$	12.93	0.09	$	0.4


(a)	Amount represents the difference between the exercise price and the closing share price of the Company’s stock on the last trading day of the corresponding period, multiplied by the number of in-the-money options.

The intrinsic value of options exercised, which is based on the difference between the exercise price and the closing market share price of the Company’s common stock on the date of exercise, totaled $0.6 million and $0.2 million for the three month periods ended June 30, 2016 and 2015, respectively, and totaled $1.3 million and $0.7 million for the six month periods ended June 30, 2016 and 2015, respectively. Proceeds from options exercised during the three month period ended June 30, 2016 totaled $0.7 million. There were no proceeds from options exercised during the three month period ended June 30, 2015. For the six month periods ended June 30, 2016 and 2015, proceeds from options exercised totaled $2.0 million and $0.3 million, respectively.

Employee Stock Purchase Plans

The Company has certain employee stock purchase plans (collectively “ESPPs”) under which shares of the Company's common stock are available for purchase by eligible employees. The following table provides details pertaining to the Company’s ESPPs for the periods indicated:



	For the Six Months Ended June 30,
	2016		2015
Cash proceeds (in millions)	$	1.3	$	0.9
Common shares issued	83,680		57,258
Weighted average price per share	$	15.95	$	16.41
Weighted average per share grant date fair value	$	4.36	$	4.43

Non-Cash Stock-Based Compensation Expense

Details of non-cash stock-based compensation expense and related tax benefits for the periods indicated were as follows (in millions):



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2016		2015		2016		2015
Non-cash stock-based compensation expense	$	3.9	$	2.7	$	7.4	$	6.3
Income Tax Effects:
Income tax benefit from non-cash stock-based compensation	$	2.3	$	1.3	$	3.9	$	2.5
Excess tax benefit from non-cash stock-based compensation ^(a)	$	0.9	$	0.1	$	1.1	$	0.1


(a)	Excess tax benefits, which represent cash flows from tax deductions in excess of the tax effect of compensation expense associated with exercised stock options and vested restricted shares, are classified as financing cash flows in the Company’s condensed unaudited consolidated statements of cash flows.

Note 10 – Other Retirement Plans

Multiemployer Plans. Certain of MasTec’s subsidiaries, including certain subsidiaries in Canada, contribute amounts to multiemployer pension and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within costs of revenue, excluding depreciation and amortization. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a “pay-as-you-go” basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at any given time, and the plans in which they may participate, vary depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with those projects. Total contributions to multiemployer plans, and the related number of employees covered by these plans, including with respect to the Company’s Canadian operations, for the periods indicated were as follows:



	Multiemployer Plans
	Covered Employees		Contributions (in millions)
	Low	High	Pension		Other Multiemployer		Total
For the Three Months Ended June 30:
2016	1,410	4,170	$	12.2	$	2.5	$	14.7
2015	1,124	2,463	$	9.3	$	2.2	$	11.5
For the Six Months Ended June 30:
2016	1,112	4,170	$	17.0	$	4.7	$	21.7
2015	590	2,463	$	12.7	$	4.4	$	17.1

The average number of employees covered under multiemployer plans increased for the three and six month periods ended June 30, 2016 as compared with the same periods in 2015 due to an increase in the Company’s union resource-based projects for its oil and gas operations in the U.S., which resulted in higher levels of multiemployer plan contributions for the respective periods.

Note 11 – Equity

Share Activity

On February 25, 2016, the Company’s Board of Directors authorized a $100 million share repurchase program (the “2016 Share Repurchase Program”). Under the 2016 Share Repurchase Program, which does not have an expiration date, the Company may repurchase shares from time to time in open market transactions or in privately-negotiated transactions in accordance with applicable securities laws. The timing and the amount of any repurchases will be determined based on market conditions, legal requirements, cash flow and liquidity needs and other factors. The share repurchase program may be modified or suspended at any time, at the Company’s discretion. Share repurchases, which are recorded at cost and are held in the Company’s treasury, will be funded with available cash or with availability under the Credit Facility. For the six month period ended June 30, 2016, no shares were repurchased under the 2016 Share Repurchase Program. For the six month period ended June 30, 2015, 5.2 million shares of the Company’s stock were repurchased under a separate and completed share repurchase program, established in 2014, for an aggregate purchase price of $100 million.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss comprises foreign currency translation adjustments and unrealized gains and losses from certain investment activities. Foreign currency translation gains and losses relate primarily to fluctuations in foreign currency exchange rates of the Company’s foreign subsidiaries with a functional currency other than the U.S. dollar. Foreign currency activity is related primarily to the Company’s Canadian operations. Investment activity for the three and six month periods ended June 30, 2016 related to certain interest rate swaps associated with our equity investments in the Waha JVs.

Note 12 - Income Taxes

In determining the quarterly provision for income taxes, management uses an estimated annual effective tax rate based on forecasted annual pre-tax income, permanent tax differences, statutory tax rates and tax planning opportunities in the various jurisdictions in which the Company operates. The effect of significant discrete items is separately recognized in the quarter(s) in which they occur. In the second quarter of 2015, the Company incurred $2.8 million of income tax expense in connection with the non-recurring cumulative revaluation of certain deferred tax liabilities pursuant to an Alberta provincial tax law that was enacted in June 2015. As of June 30, 2016, the Company had $9.1 million of current deferred tax assets, net, and $173.2 million of long-term deferred tax liabilities, net. As of December 31, 2015, current deferred tax assets, net, totaled $19.2 million and long-term deferred tax liabilities, net, totaled $188.8 million.

Note 13 - Segments and Related Information

Segment Discussion

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

The Communications segment performs engineering, construction and maintenance of communications infrastructure primarily related to wireless and wireline/fiber communications and install-to-the-home customers, and, to a lesser extent, distribution infrastructure for electrical utilities, among others. MasTec performs engineering, construction and maintenance services on oil and natural gas pipelines and processing facilities for the energy and utilities industries through its Oil and Gas segment. The Electrical Transmission segment primarily serves the energy and utility industries through the engineering, construction and maintenance of electrical transmission lines and substations. The Power Generation and Industrial segment primarily serves energy, utility and other end-markets through the installation and construction of conventional and renewable power facilities, related electrical transmission infrastructure, ethanol/biofuel facilities and various types of industrial infrastructure. The Other segment includes equity method investments and other small business units that perform construction and other services for a variety of international end-markets.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of 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 versus that of its peers, because it excludes certain items that may not be indicative of the Company’s reportable segment results, 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.

For the six month period ended June 30, 2016: Oil and Gas segment EBITDA included a previously disclosed first quarter project loss of approximately $13 million on a western Canadian oil and gas project and Electrical Transmission segment EBITDA included a previously disclosed first quarter project loss of approximately $15 million. For the three and six month periods ended June 30, 2016, Oil and Gas segment EBITDA included restructuring charges of $2.9 million and $6.3 million, respectively, to streamline certain western Canadian oil and gas operations and Electrical Transmission segment EBITDA included restructuring charges of $2.2 million and $2.8 million, respectively, to streamline certain business operations. For the three and six month periods ended June 30, 2015: Communications segment EBITDA included $7.8 million and $16.6 million, respectively, of WesTower Communications Inc. (“WesTower”) acquisition integration costs; Power Generation and Industrial segment EBITDA included $1.6 million and $17.6 million, respectively, of losses on a Canadian wind project; and Corporate segment EBITDA included $6.7 million and $9.7 million, respectively, of Audit Committee independent investigation related costs resulting from the independent investigation of the Audit Committee that was completed in the fourth quarter of 2015. For the six month period ended June 30, 2015, Other segment EBITDA included $5.5 million of project losses on a proportionately consolidated non-controlled Canadian joint venture.

Restructuring costs for the three and six month periods ended June 30, 2016 consisted primarily of (i) $2.2 million and $6.2 million, respectively, of employee separation costs and other restructuring-type costs, including lease termination expenses, which are included within general and administrative expenses; and (ii) $2.9 million, for both the three and six month periods, of estimated losses on the planned disposal of excess fixed assets that are held-for-sale, which are included within other expense. When the Company identifies assets as held-for-sale, they are valued based on their estimated fair value less costs to sell, classified within other current assets and depreciation is no longer recorded. As of June 30, 2016, assets classified as held-for-sale totaled $2.7 million. As of June 30, 2016, a restructuring cost liability of $2.8 million was included within various current liability accounts.

Summarized financial information for MasTec’s reportable segments is presented and reconciled to consolidated financial information for total MasTec in the following tables (in millions):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Revenue:	2016			2015			2016			2015
Communications ^(a)	$	592.2		$	468.9		$	1,103.8		$	938.8
Oil and Gas	425.6			410.5			718.4			737.3
Electrical Transmission	95.6			78.2			181.9			194.3
Power Generation and Industrial	119.7			103.1			201.1			187.4
Other	3.9			6.9			7.3			13.5
Eliminations	(4.6		)	(1.0		)	(5.9		)	(1.4		)
Consolidated revenue	$	1,232.4		$	1,066.6		$	2,206.6		$	2,069.9


(a)	Revenue generated primarily by utilities customers represented 11.0% and 11.4% of Communications segment revenue for the three month periods ended June 30, 2016 and 2015, respectively, and represented 10.7% and 10.1% for the six month periods ended June 30, 2016 and 2015, respectively.



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
EBITDA:	2016			2015			2016			2015
Communications	$	66.4		$	40.5		$	128.1		$	92.2
Oil and Gas	53.6			41.3			69.8			62.9
Electrical Transmission	(9.9		)	(21.4		)	(33.7		)	(23.9		)
Power Generation and Industrial	4.8			8.0			7.7			(0.9		)
Other	0.3			(0.0		)	0.5			(5.1		)
Corporate	(19.9		)	(14.6		)	(30.9		)	(28.6		)
Consolidated EBITDA	$	95.3		$	53.8		$	141.5		$	96.6



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Depreciation and Amortization:	2016		2015		2016		2015
Communications	$	12.4	$	12.4	$	24.6	$	24.4
Oil and Gas	19.3		22.3		37.5		44.3
Electrical Transmission	5.8		5.2		11.0		10.5
Power Generation and Industrial	1.5		1.7		3.1		3.3
Other	0.0		0.0		0.0		0.0
Corporate	1.7		1.7		3.5		3.4
Consolidated depreciation and amortization	$	40.7	$	43.3	$	79.7	$	85.9

The following table presents a reconciliation of EBITDA to consolidated income (loss) before income taxes (in millions):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
EBITDA Reconciliation:	2016			2015			2016			2015
EBITDA	$	95.3		$	53.8		$	141.5		$	96.6
Less:
Interest expense, net	(12.6		)	(12.9		)	(24.8		)	(23.9		)
Depreciation and amortization	(40.7		)	(43.3		)	(79.7		)	(85.9		)
Income (loss) before income taxes	$	42.0		$	(2.4	)	$	37.1		$	(13.1	)

Foreign Operations. MasTec operates in North America, primarily in the United States and Canada, and, to a lesser extent, in Mexico and other international markets. For the three month periods ended June 30, 2016 and 2015, revenue of $1.2 billion and $0.9 billion, respectively, was derived from U.S. operations, and revenue of $65.5 million and $152.9 million, respectively, was derived from foreign operations, primarily in Canada. For the six month periods ended June 30, 2016 and 2015, revenue of $2.1 billion and $1.7 billion, respectively, was derived from U.S. operations, and revenue of $149.0 million and $336.0 million, respectively, was derived from foreign operations, primarily in Canada. The majority of the Company’s

foreign operations during the three and six month periods ended June 30, 2016 and 2015 were in the Company’s Oil and Gas segment. Long-lived assets held in the U.S. included property and equipment, net, of $469.9 million and $464.6 million as of June 30, 2016 and December 31, 2015, respectively. Long-lived assets held in foreign countries, primarily in Canada, included property and equipment, net, of $89.2 million and $94.1 million as of June 30, 2016 and December 31, 2015, respectively. As of both June 30, 2016 and December 31, 2015 intangible assets and goodwill, net, related to the Company’s U.S. operations totaled approximately $1.1 billion. Intangible assets and goodwill, net, related to businesses in foreign countries, primarily in Canada, totaled approximately $113.6 million and $107.3 million as of June 30, 2016 and December 31, 2015, respectively. As of June 30, 2016 and December 31, 2015, amounts due from customers from which foreign revenue was derived accounted for approximately 7% and 17%, respectively, of the Company’s consolidated net accounts receivable position, which represents accounts receivable, net, less billings in excess of costs and earnings.

Significant Customers

Revenue concentration information for significant customers as a percentage of total consolidated revenue was as follows:



	For the Three Months Ended June 30,		For the Six Months Ended June 30,
Customer:	2016	2015	2016	2015
AT&T (including DIRECTV^®) ^(a)(b)	36%	30%	37%	31%
Energy Transfer affiliates ^(c)	22%	2%	20%	4%

(a)

The Company’s relationship with AT&T is based upon multiple separate master service agreements, other service agreements and construction/installation contracts for AT&T’s (i) wireless, (ii) wireline/fiber, (iii) home security and automation businesses, and (iv) for DIRECTV® services, is based upon an agreement to provide installation and maintenance services. Revenue from AT&T is included in the Communications segment.


(b)	DIRECTV® was acquired by AT&T in July 2015. Revenue from DIRECTV® is presented on a combined basis with AT&T for all periods.


(c)	The Company's relationship with Energy Transfer affiliates is based upon various construction contracts for pipeline activities with Energy Transfer Partners L.P., Sunoco Logistics Partners L.P., and their subsidiaries and affiliates, all of which are consolidated by Energy Transfer Equity, L.P. Revenue from Energy Transfer affiliates is included in the Oil and Gas segment.

Note 14 - Commitments and Contingencies

In addition to the matters discussed below, MasTec is subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. MasTec cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. The outcome of such cases, claims and disputes, including those set forth below, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Wrigley v. MasTec, Inc. In May 2015, a putative class action lawsuit (the “Lawsuit”), Wrigley v. MasTec, Inc., et. al. (Case No. 1:15-cv-21740) was filed in the United States District Court, Southern District of Florida, naming the Company, the Company’s Chief Executive Officer, José R. Mas, and the Company’s Chief Financial Officer, George L. Pita, as defendants. In August 2015, co-lead plaintiffs were appointed, and an amended complaint was filed in October 2015. The Lawsuit has been purportedly brought by a shareholder, both individually and on behalf of a putative class of shareholders, alleging violations of the federal securities laws arising from alleged false or misleading statements contained in, or alleged material omissions from, certain of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other statements, in each case with respect to accounting matters that are the subject of the Audit Committee’s independent internal investigation. The amended complaint seeks damages stemming from losses Plaintiffs claim to have suffered as a result of purchasing Company securities at an allegedly inflated market price. The Company has filed a motion to dismiss the amended complaint and the District Court has scheduled a two-week trial period beginning in March 2017 pending its ruling on the Company’s motion to dismiss. The Company believes that the Lawsuit is without merit and intends to vigorously defend against it; however, there can be no assurance that the Company will be successful in its defense.

Other Commitments and Contingencies

Regulatory Matters. As previously disclosed, the Company self-reported to the staff of the SEC (the “Staff”) regarding the previously disclosed Audit Committee’s independent investigation. On December 2, 2015, the Company was notified by the Staff that it had commenced a formal civil investigation relating to the previously disclosed adjustments to the 2014 quarterly condensed unaudited consolidated financial statements and Audit Committee independent investigation. The Company intends to continue full cooperation with the SEC.

Leases. In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. See Note 8 - Lease Obligations and Note 15 - Related Party Transactions.

Letters of Credit. In the ordinary course of business, the Company is required to post letters of credit for its insurance carriers, surety bond providers and in support of performance under certain contracts as well as certain obligations associated with the Company’s equity method investments. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. If this were to occur, the Company would be required to reimburse the issuer of the letter of credit, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2016 and December 31, 2015, there were $337.8 million and $292.8 million, respectively, of letters of credit issued under the Company’s Credit Facility. The Company is not aware of material claims relating to outstanding letters of credit as of June 30, 2016 or December 31, 2015.

Performance and Payment Bonds. In the ordinary course of business, MasTec is required by certain customers to provide performance and payment bonds for some of the Company’s contractual commitments related to projects in process. 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 subcontractors and vendors. If the Company fails to perform under a contract or to pay 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 June 30, 2016, the estimated cost to complete projects secured by the Company’s $141.5 million in performance and payment bonds was $15.0 million. As of December 31, 2015, the estimated cost to complete projects secured by the Company’s $539.3 million in performance and payment bonds was $36.0 million. These amounts do not include performance and payment bonds associated with the Company’s equity method investments.

Investments in Affiliates and Other Entities. The Company holds a 35% undivided interest in a proportionately consolidated non-controlled Canadian contractual joint venture that provides civil construction infrastructure construction services, which is managed by a third party and automatically terminates upon completion of the project, and a 90% undivided interest in a proportionately consolidated non-controlled contractual joint venture that provides infrastructure construction services for electrical transmission projects. Income and/or losses incurred by these joint ventures are generally shared proportionally by the joint venture members, with members of the joint venture jointly and severally liable for all of the obligations of the joint venture. The 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 partner fails or refuses to pay or perform its share of the obligations. As of June 30, 2016, the Company was not aware of circumstances that would reasonably lead to future claims against it for material amounts.

The Company has other investment arrangements, including equity investments in joint ventures, as discussed in Note 4 - Fair Value of Financial Instruments. From time to time, the Company may provide financing, performance, financial and/or other guarantees to or on behalf of its unconsolidated affiliates, including its equity method investees and/or proportionately consolidated joint ventures.

Self-Insurance. MasTec maintains insurance policies for workers’ compensation, general liability and automobile liability, which are subject to per claim deductibles. The Company also maintains excess umbrella coverage. As of June 30, 2016 and December 31, 2015, MasTec’s liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $76.3 million and $76.1 million, respectively, of which $47.5 million was reflected within other long-term liabilities as of both June 30, 2016 and December 31, 2015. MasTec also maintains an insurance policy with respect to employee group medical claims, which is subject to annual per employee maximum losses. MasTec’s liability for employee group medical claims as of June 30, 2016 and December 31, 2015 totaled $2.5 million and $1.6 million, respectively.

The Company is required to post letters of credit and provide cash collateral to certain of its insurance carriers and to provide surety bonds in certain states. Insurance-related letters of credit for the Company’s workers’ compensation, general liability and automobile liability policies amounted to $80.4 million and $83.2 million as of June 30, 2016 and December 31, 2015, respectively. In addition, cash collateral deposited with insurance carriers, which is included within other long-term assets, amounted to $1.5 million and $1.3 million for these policies as of June 30, 2016 and December 31, 2015, respectively. Outstanding surety bonds related to workers’ compensation self-insurance programs amounted to $13.0 million and $13.4 million as of June 30, 2016 and December 31, 2015, respectively.

Employment Agreements. The Company has employment agreements with certain executives and other employees, which provide for compensation and certain other benefits and for severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change in control of the Company. Upon the occurrence of any of the defined events in the various employment agreements, the Company would be obligated to pay certain amounts to the relevant employees, which vary with the level of the employees’ respective responsibility.

Collective Bargaining Agreements and Multiemployer Plans. As discussed in Note 10 - Other Retirement Plans, certain of MasTec’s subsidiaries are party to various collective bargaining agreements with unions representing certain of their employees. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980 (collectively, “ERISA”), which governs U.S.-registered multiemployer pension plans, subjects employers to substantial liabilities in the event of the employer’s complete or partial withdrawal from, or upon termination of, such plans. Under current law pertaining to employers that are contributors to U.S.-registered multiemployer defined benefit plans, a plan’s termination, an employer’s voluntary withdrawal from, or the mass withdrawal of contributing employers from, an underfunded multiemployer defined benefit plan requires participating employers to make payments to the plan for their proportionate share of the multiemployer plan’s unfunded vested liabilities. These liabilities include an allocable share of the unfunded vested benefits of the plan for all plan participants, not only for benefits payable to participants of the contributing employer. As a result, participating employers may bear a higher proportion of liability for unfunded vested benefits if the other participating employers cease to contribute to, or withdraw from, the plan. The allocable portion of liability to participating employers could be more disproportionate if employers that have withdrawn from the plan are insolvent, or if they otherwise fail to pay their proportionate share of the withdrawal liability. The Company currently contributes, and in the past has contributed to, plans that are underfunded, and, therefore, could have potential liability associated with a voluntary or involuntary withdrawal from, or termination of, these plans. Other than the Company’s 2011 withdrawal from Central States Southeast and Southwest Areas Pension Fund (“Central States”), as discussed below, and certain other underfunded plans, also discussed below, the Company does not have plans to withdraw from, and, other than Central States, is not aware of related liabilities associated with these plans. However, there can be no assurance that the Company will not be assessed liabilities in the future. The Pension Protection Act of 2006 requires that underfunded pension plans improve their funding ratios within prescribed intervals based on their level of underfunding, under which benefit reductions may apply and/or participating employers could be required to make additional contributions. In addition, if a multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service (the “IRS”) may impose on the employers contributing to such plan a non-deductible excise tax of 5% of the amount of the accumulated funding deficiency.

Based upon the information available to the Company from plan administrators as of June 30, 2016, several of the multiemployer pension plans in which it participates are underfunded and, as a result, the Company could be required to increase its contributions, including in the form of a surcharge on future benefit contributions. The amount of additional funds the Company may be obligated to contribute in the future cannot be estimated,

as these amounts are based on future levels of work of the union employees covered by these plans, investment returns and the level of underfunding of such plans. In November 2014, the Company, along with other members of the Pipe Line Contractors Association (the “PLCA”), voluntarily terminated its participation in several defined benefit multiemployer pension plans. Additionally, in November 2011, the Company, along with other members of the PLCA, voluntarily withdrew from Central States, for which a $6.4 million withdrawal liability was established as of the date of withdrawal. In the first quarter of 2016, the Company paid $3.0 million, which represented the balance of the recorded withdrawal liability as of December 31, 2015. The Company is in arbitration to determine if there is any remaining liability owed on this withdrawal liability, or whether the amount can be further reduced based on arguments available to the Company. Although the Company does not expect this amount, whether an increase or a decrease, if any, to be material, there can be no assurance as to the final determination.

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 June 30, 2016 and December 31, 2015, the Company was not aware of material asserted or unasserted claims in connection with these indemnity obligations.

Other Guarantees. In the ordinary course of its business, from time to time, 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 its equity investees. MasTec also generally warrants the work it performs for a one to two year period following substantial completion of a project. Much of the work performed by the Company is evaluated for defects shortly after the work is completed. MasTec has not historically accrued reserves for potential warranty claims as they have not been material. However, 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.

Concentrations of Risk. The Company had approximately 375 customers for the six month period ended June 30, 2016. As of June 30, 2016 and December 31, 2015, one customer accounted for approximately 20% and 12%, respectively, of the Company’s consolidated net accounts receivable position, which represents accounts receivable, net, less billings in excess of costs and earnings. As of June 30, 2016, a separate customer accounted for approximately 17% of the Company’s consolidated net accounts receivable position. In addition, the Company derived 76% and 60%, respectively, of its revenue from its top ten customers for the three month periods ended June 30, 2016 and 2015, and derived 74% and 59% of its revenues, respectively, from its top ten customers for the six month periods ended June 30, 2016 and 2015.

Note 15 - Related Party Transactions

For the three month periods ended June 30, 2016 and 2015, revenue recognized by the Company’s Pacer subsidiary for work performed for a contractual joint venture in which it holds a 35% undivided interest totaled $0.3 million and $0.9 million, respectively, and for the six month periods ended June 30, 2016 and 2015, totaled $0.6 million and $1.5 million, respectively. As of June 30, 2016 and December 31, 2015, receivables from this contractual joint venture totaled $0.9 million and $1.2 million, respectively. Related performance guarantees as of both June 30, 2016 and December 31, 2015 totaled Canadian $132.1 million (or approximately $102.2 million and $95.4 million, respectively), based on the full contract value of the project. In addition, for the three and six month periods ended June 30, 2016, the Company provided $1.4 million and $4.9 million, respectively, of project-related financing in connection with this contractual joint venture. As of June 30, 2016, there were no additional amounts committed.

The Company has a 90% undivided interest in a proportionately consolidated non-controlled contractual joint venture that provides electrical transmission infrastructure services, for which the Company and its joint venture partner equally share voting and decision-making control. As of June 30, 2016, current assets and current liabilities relating to this contractual joint venture, each of which totaled $6 million, were included in the Company’s consolidated balance sheet.

For the three month period ended June 30, 2016, MasTec paid CCP, an entity in which the Company has a cost method investment, approximately $2.8 million for equipment supplies, rentals, leases and servicing, and for the six month period ended June 30, 2016, MasTec paid CCP $3.6 million, net of rebates of approximately $0.4 million. For the three and six month periods ended June 30, 2015, MasTec paid CCP approximately $1.0 million and $2.7 million, respectively. As of June 30, 2016 and December 31, 2015, related payables totaled approximately $3.8 million and $0.6 million, respectively.

MasTec entered into a subcontracting arrangement in the first quarter of 2016 for the performance of ancillary services with an entity, the minority owners of which include an entity controlled by Jorge Mas and José R. Mas, along with two members of the management of a subsidiary of the Company. MasTec incurred $1.8 million and $3.3 million of expenses under this subcontracting arrangement for the three and six month periods ended June 30, 2016, respectively. As of June 30, 2016, related amounts payable totaled $1.0 million.

MasTec leases employees to a customer in which Jorge Mas and José R. Mas own a majority interest. For both three month periods ended June 30, 2016 and 2015, MasTec charged approximately $0.2 million to this customer, and for both the six month periods ended June 30, 2016 and 2015 charged $0.4 million. As of June 30, 2016 and December 31, 2015, outstanding receivables from employee leasing arrangements with this customer totaled $0.2 million and $0.1 million, respectively. The Company also provides satellite communication services to this customer. For both three month periods ended June 30, 2016 and 2015, revenue from satellite communication services provided to this customer totaled approximately $0.2 million, and for both the six month periods ended June 30, 2016 and 2015, totaled $0.4 million. As of June 30, 2016 and December 31, 2015, receivables totaled approximately $0.4 million and $0.3 million, respectively.

The Company entered into a leasing arrangement in 2015 with a third party that leases an aircraft from a Company owned by Jorge Mas. The Company paid $0.6 million and $1.3 million, respectively, under this leasing arrangement for the three and six month periods ended June 30, 2016, respectively.

For the three month periods ended June 30, 2016 and 2015, related party lease payments for operational facilities and equipment, typically associated with members of subsidiary management, totaled approximately $9.9 million and $4.1 million, respectively, and for the six month periods ended June 30, 2016 and 2015, related party lease payments totaled approximately $19.1 million and $9.4 million, respectively. Payables associated with related party leases totaled approximately $0.2 million and $0.1 million as of June 30, 2016 and December 31, 2015, respectively. In addition, related party payments for various types of supplies and services, including project-related site restoration and marketing and business development activities involving members of subsidiary management, totaled approximately $3.6 million and $6.8 million for the three and six month periods ended June 30, 2016, respectively, and $0.5 million and $1.4 million for the three and six month periods ended June 30, 2015, respectively. As of June 30, 2016 and December 31, 2015, related payables totaled approximately $1.7 million and $2.1 million, respectively.

Non-controlling interests in entities consolidated by the Company represent ownership interests held by certain members of management of several of the Company’s subsidiaries, primarily in our Oil and Gas segment and the Company has a subcontracting arrangement with one of these entities for the performance of ancillary oil and gas construction services. Expense related to this subcontracting arrangement is eliminated in consolidation.

Split Dollar Agreements

MasTec has split dollar insurance agreements with each of José R. Mas and Jorge Mas. For both the three and six month periods ended June 30, 2016, the Company paid $0.7 million and $0.5 million in connection with the agreements for José R. Mas and Jorge Mas, respectively. For both the three and six month periods ended June 30, 2015, the Company paid $0.7 million and $0.5 million in connection with the agreements for José R. Mas and Jorge Mas, respectively. As of June 30, 2016 and December 31, 2015, life insurance assets associated with these agreements totaled $14.2 million and $13.0 million, respectively, which were included within other long-term assets.

Note 16 – Supplemental Guarantor Condensed Unaudited Consolidating Financial Information

The 4.875% Senior Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by certain of the Company’s existing and future 100%-owned direct and indirect domestic subsidiaries that are each guarantors of the Credit Facility or other outstanding indebtedness (the “Guarantor Subsidiaries”). The Company’s subsidiaries organized outside of the United States and certain domestic subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee these notes. A Guarantor Subsidiary’s guarantee is subject to release in certain customary circumstances, including: upon the sale of a majority of the capital stock or substantially all of the assets of such Guarantor Subsidiary; if the Guarantor Subsidiary’s guarantee under the Company’s Credit Facility and other indebtedness is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the related indentures.

The following supplemental financial information sets forth the condensed unaudited consolidating balance sheets and the condensed unaudited consolidating statements of operations and comprehensive income (loss) and cash flows for MasTec, Inc., the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and the eliminations necessary to arrive at the information for the Company as reported on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among MasTec, Inc., the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Investments in subsidiaries are accounted for using the equity method for this presentation.

CONDENSED UNAUDITED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in millions)



For the Three Months Ended June 30, 2016	MasTec, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated MasTec, Inc.
Revenue	$	—		$	1,149.4		$	93.5		$	(10.5	)	$	1,232.4
Costs of revenue, excluding depreciation and amortization	—			995.0			83.7			(10.5		)	1,068.2
Depreciation and amortization	—			31.7			9.0			—			40.7
General and administrative expenses	0.6			61.5			5.8			—			67.9
Interest expense (income), net	—			27.8			(15.2		)	—			12.6
Equity in earnings of unconsolidated affiliates	—			—			(0.5		)	—			(0.5		)
Other expense (income), net	—			1.8			(0.3		)	—			1.5
(Loss) income before income taxes	$	(0.6	)	$	31.6		$	11.0		$	—		$	42.0
Benefit from (provision for) income taxes	0.2			(12.6		)	(5.2		)	—			(17.6		)
Net (loss) income before equity in income from subsidiaries	$	(0.4	)	$	19.0		$	5.8		$	—		$	24.4
Equity in income from subsidiaries, net of tax	24.4			—			—			(24.4		)	—
Net income (loss)	$	24.0		$	19.0		$	5.8		$	(24.4	)	$	24.4
Net income attributable to non-controlling interests	—			—			0.4			—			0.4
Net income (loss) attributable to MasTec, Inc.	$	24.0		$	19.0		$	5.4		$	(24.4	)	$	24.1
Comprehensive income (loss)	$	19.8		$	19.0		$	1.4		$	(20.1	)	$	20.1



For the Three Months Ended June 30, 2015	MasTec, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated MasTec, Inc.
Revenue	$	—		$	891.2		$	178.5		$	(3.1	)	$	1,066.6
Costs of revenue, excluding depreciation and amortization	—			784.7			164.3			(3.1		)	945.9
Depreciation and amortization	—			32.7			10.6			—			43.3
General and administrative expenses	0.6			61.7			7.0			—			69.3
Interest expense (income), net	—			28.1			(15.2		)	—			12.9
Equity in losses of unconsolidated affiliates	—			—			2.6			—			2.6
Other income, net	—			(4.8		)	(0.2		)	—			(5.0		)
(Loss) income before income taxes	$	(0.6	)	$	(11.2	)	$	9.4		$	—		$	(2.4	)
Benefit from (provision for) income taxes	0.3			4.7			(6.4		)	—			(1.4		)
Net (loss) income before equity in losses from subsidiaries	$	(0.3	)	$	(6.5	)	$	3.0		$	—		$	(3.8	)
Equity in losses from subsidiaries, net of tax	(3.3		)	—			—			3.3			—
Net (loss) income	$	(3.6	)	$	(6.5	)	$	3.0		$	3.3		$	(3.8	)
Net loss attributable to non-controlling interests	—			—			(0.1		)	—			(0.1		)
Net (loss) income attributable to MasTec, Inc.	$	(3.6	)	$	(6.5	)	$	3.1		$	3.3		$	(3.7	)
Comprehensive (loss) income	$	(0.4	)	$	(6.5	)	$	6.4		$	—		$	(0.5	)

CONDENSED UNAUDITED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in millions)



For the Six Months Ended June 30, 2016	MasTec, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated MasTec, Inc.
Revenue	$	—		$	2,027.7		$	189.5		$	(10.6	)	$	2,206.6
Costs of revenue, excluding depreciation and amortization	—			1,772.3			190.9			(10.6		)	1,952.6
Depreciation and amortization	—			63.0			16.7			—			79.7
General and administrative expenses	1.2			111.5			15.2			—			127.9
Interest expense (income), net	—			55.2			(30.4		)	—			24.8
Equity in earnings of unconsolidated affiliates	—			—			(3.6		)	—			(3.6		)
Other income, net	—			(9.4		)	(2.4		)	—			(11.8		)
(Loss) income before income taxes	$	(1.2	)	$	35.1		$	3.1		$	—		$	37.1
Benefit from (provision for) income taxes	0.5			(14.0		)	(2.0		)	—			(15.5		)
Net (loss) income before equity in income from subsidiaries	$	(0.7	)	$	21.1		$	1.1		$	—		$	21.6
Equity in income from subsidiaries, net of tax	22.1			—			—			(22.1		)	—
Net income (loss)	$	21.4		$	21.1		$	1.1		$	(22.1	)	$	21.6
Net income attributable to non-controlling interests	—			—			0.2			—			0.2
Net income (loss) attributable to MasTec, Inc.	$	21.4		$	21.1		$	0.9		$	(22.1	)	$	21.4
Comprehensive income (loss)	$	14.7		$	21.1		$	(5.6	)	$	(15.4	)	$	14.8



For the Six Months Ended June 30, 2015	MasTec, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated MasTec, Inc.
Revenue	$	—		$	1,694.1		$	380.3		$	(4.5	)	$	2,069.9
Costs of revenue, excluding depreciation and amortization	—			1,467.4			369.5			(4.5		)	1,832.4
Depreciation and amortization	—			65.0			20.9			—			85.9
General and administrative expenses	1.3			127.9			14.1			—			143.3
Interest expense (income), net	—			55.3			(31.4		)	—			23.9
Equity in losses of unconsolidated affiliates	—			—			3.2			—			3.2
Other (income) expense, net	—			(5.7		)	0.1			—			(5.6		)
(Loss) income before income taxes	$	(1.3	)	$	(15.8	)	$	3.9		$	—		$	(13.1	)
Benefit from (provision for) income taxes	0.5			6.5			(4.1		)	—			2.9
Net loss before equity in losses from subsidiaries	$	(0.8	)	$	(9.3	)	$	(0.2	)	$	—		$	(10.2	)
Equity in losses from subsidiaries, net of tax	(9.1		)	—			—			9.1			—
Net (loss) income	$	(9.9	)	$	(9.3	)	$	(0.2	)	$	9.1		$	(10.2	)
Net loss attributable to non-controlling interests	—			—			(0.2		)	—			(0.2		)
Net (loss) income attributable to MasTec, Inc.	$	(9.9	)	$	(9.3	)	$	—		$	9.1		$	(10.0	)
Comprehensive (loss) income	$	(28.7	)	$	(9.3	)	$	(18.9	)	$	28.0		$	(28.9	)

CONDENSED UNAUDITED CONSOLIDATING BALANCE SHEETS (in millions)



As of June 30, 2016	MasTec, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated MasTec, Inc.
Assets
Total current assets	$	—	$	1,176.4	$	145.4	$	—		$	1,321.8
Property and equipment, net	—		453.0		106.1		—			559.1
Goodwill and other intangible assets, net	—		1,045.3		145.3		—			1,190.6
Investments in and advances to consolidated affiliates, net	956.4		44.0		111.3		(1,111.7		)	—
Other long-term assets	9.3		19.5		23.6