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)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.10 Par Value
|
New York Stock Exchange
|
|
Page
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
||
•
|
our future growth and profitability;
|
•
|
our competitive strengths; and
|
•
|
our business strategy and the trends we anticipate in the industries and economies in which we operate.
|
•
|
risks related to conclusion of the independent internal investigation of the Audit Committee, including whether the investigation will lead to the discovery of additional accounting adjustments, require additional changes or adjustments to reported financial information, discover any additional material weakness in internal control over financial reporting, or other adverse facts;
|
•
|
unanticipated material issues that could delay completion of the Audit Committee investigation or cause additional delay in the release and filing of the Company’s financial results and periodic financial reports, or possible regulatory action or private party litigation related to the investigation;
|
•
|
risks related to the restatement of our financial statements, weaknesses in our internal controls over financial reporting, and our failure to timely file periodic reports with the Securities and Exchange Commission (the “SEC”)
|
•
|
market conditions, technological developments and regulatory changes that affect us or our customers’ industries;
|
•
|
activity in the oil and gas, utility and power generation industries and the impact on our customers’ expenditure levels caused by fluctuations in prices of oil, natural gas, electricity and other energy sources;
|
•
|
the effect on demand for our services of changes in the amount of capital expenditures by our customers, economic conditions, the availability and cost of financing and customer consolidation in the industries we serve;
|
•
|
the highly competitive nature of our industry;
|
•
|
our ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects;
|
•
|
our ability to manage projects effectively and in accordance with our estimates;
|
•
|
the timing and extent of fluctuations in geographic, weather and operational factors affecting our customers, projects and the industries in which we operate;
|
•
|
the ability of our customers, including our largest customers, to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice under our contracts;
|
•
|
our dependence on a limited number of customers as well as any impact of consolidation of those customers;
|
•
|
customer disputes related to our performance of services;
|
•
|
any material changes in estimates for legal costs or case settlements or adverse determinations on any claim, lawsuit or proceeding;
|
•
|
disputes with, or failures of, our subcontractors to deliver agreed-upon supplies or services in a timely fashion;
|
•
|
our ability to replace non-recurring projects with new projects;
|
•
|
the adequacy of our insurance, legal and other reserves and allowances for doubtful accounts;
|
•
|
risks related to acquisitions, joint ventures and other investment arrangements;
|
•
|
risks associated with operating in or expanding into additional international markets;
|
•
|
risks from failure to comply with laws applicable to our foreign activities;
|
•
|
fluctuations in foreign currencies;
|
•
|
the outcome of our plans for future operations, growth and services, including business development efforts, backlog, acquisitions and dispositions;
|
•
|
our ability to maintain a workforce based upon current and anticipated workloads;
|
•
|
our ability to attract and retain qualified personnel, key management and skilled employees, including from acquired businesses, and our ability to enforce any noncompetition agreements;
|
•
|
our ability to identify suitable acquisition or strategic investment opportunities, to integrate acquired businesses within expected timeframes and to achieve the revenue, cost savings and earnings levels from such acquisitions at or above the levels projected;
|
•
|
any exposure resulting from system or information technology interruptions or data security breaches;
|
•
|
the impact of U.S. federal, local, state, foreign or tax legislation and other regulations affecting renewable energy, electricity prices, electrical transmission, oil and gas production, wireless, wireline/fiber and related projects and expenditures;
|
•
|
the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;
|
•
|
fluctuations in fuel, maintenance, materials, labor and other costs;
|
•
|
the impact of being required to pay our subcontractors even if our customers do not pay us;
|
•
|
risks associated with potential environmental issues and other hazards from our operations;
|
•
|
the impact of any unionized workforce on our operations, including labor availability, productivity and relations;
|
•
|
liabilities associated with multi-employer pension plans for our operations that employ unionized workers, including underfunding and withdrawal liabilities;
|
•
|
restrictions imposed by our credit facility, senior notes and any future loans or securities;
|
•
|
our ability to obtain performance and surety bonds;
|
•
|
a small number of our existing shareholders have the ability to influence major corporate decisions;
|
•
|
any dilution or stock price volatility that shareholders may experience in connection with shares we may issue as consideration for earn-out obligations or as purchase consideration in connection with past or future acquisitions, or as a result of other stock issuances; and
|
•
|
other factors referenced in this Annual Report, including, without limitation, under Item 1. “Business,” Item 1A. “Risk Factors,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other factors detailed from time to time in the reports and other filings we make with the SEC.
|
ITEM 1.
|
BUSINESS
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
Reportable Segment:
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Communications
|
$
|
2,041.0
|
|
|
44
|
%
|
|
$
|
1,962.6
|
|
|
45
|
%
|
|
$
|
1,772.7
|
|
|
48
|
%
|
Oil and Gas
|
1,731.4
|
|
|
38
|
%
|
|
1,628.8
|
|
|
38
|
%
|
|
959.0
|
|
|
26
|
%
|
|||
Electrical Transmission
|
471.9
|
|
|
10
|
%
|
|
428.8
|
|
|
10
|
%
|
|
312.2
|
|
|
8
|
%
|
|||
Power Generation and Industrial
|
357.0
|
|
|
8
|
%
|
|
294.3
|
|
|
7
|
%
|
|
668.1
|
|
|
18
|
%
|
|||
Other
|
14.7
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|||
Eliminations
|
(4.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|||
Consolidated revenue
|
$
|
4,611.8
|
|
|
100
|
%
|
|
$
|
4,324.8
|
|
|
100
|
%
|
|
$
|
3,726.8
|
|
|
100
|
%
|
Reportable Segment
(in millions)
:
|
December 31, 2014
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||
Communications
|
$
|
2,965
|
|
|
$
|
2,830
|
|
|
$
|
2,848
|
|
Oil and Gas
|
756
|
|
|
744
|
|
|
642
|
|
|||
Electrical Transmission
|
296
|
|
|
353
|
|
|
418
|
|
|||
Power Generation and Industrial
|
298
|
|
|
168
|
|
|
205
|
|
|||
Other
|
31
|
|
|
43
|
|
|
14
|
|
|||
Estimated 18-month backlog
|
$
|
4,346
|
|
|
$
|
4,138
|
|
|
$
|
4,127
|
|
•
|
regulations related to vehicle registrations, including those of the states and the U.S. Department of Transportation (“DOT”);
|
•
|
regulations related to worker safety and health, including those established by the Occupational Safety and Health Administration (“OSHA”) and state equivalents;
|
•
|
contractor licensing requirements;
|
•
|
permitting and inspection requirements; and
|
•
|
building and electrical codes.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
world-wide levels of supply and demand for oil and natural gas generally, and demand for natural gas in the United States in particular;
|
•
|
governmental regulations, including policies regarding the exploration, production, development and transportation of oil and natural gas, as well as environmental laws and initiatives to control global warming;
|
•
|
global weather conditions and natural disasters;
|
•
|
worldwide political, military, and economic conditions; the level of oil production by non-Organization of the Petroleum Exporting Countries (“OPEC”) suppliers and available excess production capacity within OPEC;
|
•
|
oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
the cost of producing and delivering oil and gas; and
|
•
|
the ability to profitably manage acquired businesses or successfully integrate the acquired business’ operations, financial reporting and accounting control systems into our business;
|
•
|
the expense of integrating acquired businesses including, for example, our recent acquisition of WesTower Communications Inc. (“WesTower”), which resulted in acquisition integration costs in 2014 and is expected to result in additional integration costs in 2015;
|
•
|
increased indebtedness and contingent earn-out obligations;
|
•
|
the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties;
|
•
|
the availability of funding sufficient to meet increased capital needs;
|
•
|
diversion of management’s attention; and
|
•
|
the ability to retain or hire qualified personnel required for expanded operations.
|
•
|
buying back shares in excess of specified amounts;
|
•
|
making investments and acquisitions in excess of specified amounts;
|
•
|
incurring additional indebtedness in excess of specified amounts;
|
•
|
paying cash dividends;
|
•
|
creating certain liens against our assets;
|
•
|
prepaying subordinated indebtedness;
|
•
|
engaging in certain mergers or combinations;
|
•
|
failing to satisfy certain financial tests; and
|
•
|
engaging in transactions that would result in a “change of control” (as defined in the credit facility and the indenture governing our senior notes).
|
•
|
making it more difficult for us to meet our payment and other obligations;
|
•
|
our failure to comply with the financial and other restrictive covenants contained in our debt agreements, which could trigger events of default that result in all of our debt becoming immediately due and payable;
|
•
|
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate requirements, and limiting our ability to obtain additional financing for these purposes;
|
•
|
subjecting us to increased interest expense related to our indebtedness with variable interest rates, including borrowings under our credit facility;
|
•
|
limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to changes in our business, the industry in which we operate and the general economy;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and
|
•
|
preventing us from paying dividends.
|
•
|
announcements of fluctuations in our operating results or the operating results of one of our competitors;
|
•
|
market conditions in our customers' industries;
|
•
|
capital spending plans of our significant customers;
|
•
|
global and domestic energy prices;
|
•
|
announcements by us or one of our competitors of new or terminated customers or new, amended or terminated contracts;
|
•
|
announcements of acquisitions by us or one of our competitors;
|
•
|
changes in recommendations or earnings estimates by securities analysts; and
|
•
|
future sales of our common stock or other securities, including any shares issued in connection with business acquisitions or earn-out obligations for any past or future acquisitions.
|
•
|
the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
|
•
|
the nomination of individuals to our Board of Directors; and
|
•
|
a change in our control.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
For the Years Ended December 31,
|
||||||||||||||
|
2014
|
|
2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
44.03
|
|
|
$
|
32.27
|
|
|
$
|
31.47
|
|
|
$
|
25.11
|
|
Second Quarter
|
$
|
44.80
|
|
|
$
|
27.96
|
|
|
$
|
33.97
|
|
|
$
|
26.27
|
|
Third Quarter
|
$
|
32.10
|
|
|
$
|
26.38
|
|
|
$
|
35.31
|
|
|
$
|
28.88
|
|
Fourth Quarter
|
$
|
30.70
|
|
|
$
|
18.14
|
|
|
$
|
34.17
|
|
|
$
|
29.76
|
|
|
|
Total Number
of Shares Purchased
|
|
Average
Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet be Purchased under the Program
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
October 1 through October 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
November 1 through November 30
|
|
1,150
|
|
(a)
|
$
|
25.13
|
|
|
—
|
|
|
$
|
—
|
|
|
December 1 through December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000,000
|
|
(b)
|
Total
|
|
1,150
|
|
|
|
|
—
|
|
|
|
|
(a)
|
Reflects shares of common stock withheld for income tax purposes in connection with shares issued to certain employees and directors under compensation and benefit programs.
|
(b)
|
Represents the aggregate dollar amount of shares that may be repurchased under the share repurchase program authorized by our Board of Directors in the fourth quarter of 2014.
|
As of December 31,
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
MasTec, Inc.
|
$
|
100.00
|
|
|
$
|
116.72
|
|
|
$
|
138.96
|
|
|
$
|
199.44
|
|
|
$
|
261.76
|
|
|
$
|
180.88
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
115.06
|
|
|
$
|
117.49
|
|
|
$
|
136.30
|
|
|
$
|
180.44
|
|
|
$
|
205.14
|
|
Old Peer Group
|
$
|
100.00
|
|
|
$
|
97.34
|
|
|
$
|
101.28
|
|
|
$
|
124.21
|
|
|
$
|
148.67
|
|
|
$
|
139.48
|
|
New Peer Group
|
$
|
100.00
|
|
|
$
|
108.42
|
|
|
$
|
104.25
|
|
|
$
|
119.04
|
|
|
$
|
156.79
|
|
|
$
|
129.52
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
|
$
|
3,726.8
|
|
|
$
|
2,831.3
|
|
|
$
|
2,143.0
|
|
Costs of revenue, excluding depreciation and amortization
|
$
|
3,978.0
|
|
|
$
|
3,682.4
|
|
|
$
|
3,239.2
|
|
|
$
|
2,459.7
|
|
|
$
|
1,829.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
$
|
122.0
|
|
|
$
|
147.7
|
|
|
$
|
116.6
|
|
|
$
|
97.5
|
|
|
$
|
66.1
|
|
Net (loss) income from discontinued operations
|
$
|
(6.5
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
8.5
|
|
|
$
|
24.3
|
|
Net income
|
$
|
115.5
|
|
|
$
|
141.2
|
|
|
$
|
107.4
|
|
|
$
|
106.0
|
|
|
$
|
90.4
|
|
Net (loss) income attributable to non-controlling interests
|
(0.4
|
)
|
|
$
|
0.3
|
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
(0.1
|
)
|
|
Net income attributable to MasTec, Inc.
|
$
|
115.9
|
|
|
$
|
140.9
|
|
|
$
|
107.4
|
|
|
$
|
106.0
|
|
|
$
|
90.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations
|
$
|
1.53
|
|
|
$
|
1.92
|
|
|
$
|
1.49
|
|
|
$
|
1.19
|
|
|
$
|
0.87
|
|
Diluted earnings per share from continuing operations
|
$
|
1.42
|
|
|
$
|
1.74
|
|
|
$
|
1.42
|
|
|
$
|
1.13
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share from discontinued operations
|
$
|
(0.08
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.10
|
|
|
$
|
0.32
|
|
Diluted (loss) earnings per share from discontinued operations
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
0.10
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working capital
|
$
|
550.9
|
|
|
$
|
477.8
|
|
|
$
|
335.5
|
|
|
$
|
236.3
|
|
|
$
|
235.1
|
|
Property and equipment, net
|
$
|
623.1
|
|
|
$
|
488.1
|
|
|
$
|
348.9
|
|
|
$
|
263.0
|
|
|
$
|
176.5
|
|
Total assets
|
$
|
3,564.0
|
|
|
$
|
2,923.2
|
|
|
$
|
2,416.3
|
|
|
$
|
2,094.7
|
|
|
$
|
1,655.8
|
|
Total debt
|
$
|
1,134.8
|
|
|
$
|
816.8
|
|
|
$
|
598.9
|
|
|
$
|
494.7
|
|
|
$
|
412.2
|
|
Total equity
|
$
|
1,148.1
|
|
|
$
|
1,021.1
|
|
|
$
|
861.9
|
|
|
$
|
811.2
|
|
|
$
|
653.2
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
revenue and profitability on an overall basis, by reportable segment and for selected projects;
|
•
|
revenue by customer and by contract type;
|
•
|
costs of revenue, excluding depreciation and amortization; general and administrative expenses; depreciation and amortization; other expenses or income; interest expense, net; and provision for income taxes;
|
•
|
earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which is EBITDA excluding non-cash stock-based compensation expense, acquisition integration costs, legal settlement charges and losses on debt extinguishment. See discussion of non-U.S. GAAP financial measures following the “Comparison of Fiscal Year Results” below;
|
•
|
days sales outstanding, net of billings in excess of costs and earnings; and days payable outstanding;
|
•
|
interest and debt service coverage ratios; and
|
•
|
liquidity and cash flows.
|
|
Communications
|
|
Oil and Gas
|
|
Electrical Transmission
|
|
Power Generation
and
Industrial
|
|
Total
|
||||||||||
Goodwill
(in millions)
|
$
|
417.7
|
|
|
$
|
397.3
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
1,082.5
|
|
Percentage of total
|
38.6
|
%
|
|
36.7
|
%
|
|
13.8
|
%
|
|
10.9
|
%
|
|
100.0
|
%
|
|||||
Indefinite-lived intangible assets
(in millions)
|
$
|
0.4
|
|
|
$
|
61.9
|
|
|
$
|
31.3
|
|
|
$
|
34.5
|
|
|
$
|
128.1
|
|
Percentage of total
|
0.3
|
%
|
|
48.3
|
%
|
|
24.4
|
%
|
|
26.9
|
%
|
|
100.0
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Revenue
|
$
|
4,611.8
|
|
|
100.0
|
%
|
|
$
|
4,324.8
|
|
|
100.0
|
%
|
|
$
|
3,726.8
|
|
|
100.0
|
%
|
Costs of revenue, excluding depreciation and amortization
|
3,978.0
|
|
|
86.3
|
%
|
|
3,682.4
|
|
|
85.1
|
%
|
|
3,239.2
|
|
|
86.9
|
%
|
|||
Depreciation and amortization
|
154.5
|
|
|
3.3
|
%
|
|
140.9
|
|
|
3.3
|
%
|
|
92.0
|
|
|
2.5
|
%
|
|||
General and administrative expenses
|
238.3
|
|
|
5.2
|
%
|
|
215.4
|
|
|
5.0
|
%
|
|
157.5
|
|
|
4.2
|
%
|
|||
Interest expense, net
|
50.8
|
|
|
1.1
|
%
|
|
46.4
|
|
|
1.1
|
%
|
|
37.4
|
|
|
1.0
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
(8.2
|
)
|
|
(0.2
|
)%
|
|
(6.1
|
)
|
|
(0.1
|
)%
|
|
8.0
|
|
|
0.2
|
%
|
|||
Income from continuing operations before income taxes
|
$
|
198.4
|
|
|
4.3
|
%
|
|
$
|
240.2
|
|
|
5.6
|
%
|
|
$
|
192.7
|
|
|
5.2
|
%
|
Provision for income taxes
|
(76.4
|
)
|
|
(1.7
|
)%
|
|
(92.5
|
)
|
|
(2.1
|
)%
|
|
(76.1
|
)
|
|
(2.0
|
)%
|
|||
Net income from continuing operations
|
$
|
122.0
|
|
|
2.6
|
%
|
|
$
|
147.7
|
|
|
3.4
|
%
|
|
$
|
116.6
|
|
|
3.1
|
%
|
Net loss from discontinued operations
|
(6.5
|
)
|
|
(0.1
|
)%
|
|
(6.5
|
)
|
|
(0.1
|
)%
|
|
(9.2
|
)
|
|
(0.2
|
)%
|
|||
Net income
|
$
|
115.5
|
|
|
2.5
|
%
|
|
$
|
141.2
|
|
|
3.3
|
%
|
|
$
|
107.4
|
|
|
2.9
|
%
|
Net (loss) income attributable to non-controlling interests
|
(0.4
|
)
|
|
(0.0
|
)%
|
|
0.3
|
|
|
0.0
|
%
|
|
(0.0
|
)
|
|
(0.0
|
)%
|
|||
Net income attributable to MasTec, Inc.
|
$
|
115.9
|
|
|
2.5
|
%
|
|
$
|
140.9
|
|
|
3.3
|
%
|
|
$
|
107.4
|
|
|
2.9
|
%
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
EBITDA and EBITDA Margin
|
|||||||||||||||||||||||||||||
Reportable Segment:
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
Communications
|
$
|
2,041.0
|
|
|
$
|
1,962.6
|
|
|
$
|
1,772.7
|
|
|
$
|
204.0
|
|
|
10.0
|
%
|
|
$
|
247.7
|
|
|
12.6
|
%
|
|
$
|
192.0
|
|
|
10.8
|
%
|
|
Oil and Gas
|
1,731.4
|
|
|
1,628.8
|
|
|
959.0
|
|
|
195.1
|
|
|
11.3
|
%
|
|
215.9
|
|
|
13.3
|
%
|
|
99.4
|
|
|
10.4
|
%
|
|||||||
Electrical Transmission
|
471.9
|
|
|
428.8
|
|
|
312.2
|
|
|
45.0
|
|
|
9.5
|
%
|
|
41.2
|
|
|
9.6
|
%
|
|
38.7
|
|
|
12.4
|
%
|
|||||||
Power Generation and Industrial
|
357.0
|
|
|
294.3
|
|
|
668.1
|
|
|
14.2
|
|
|
4.0
|
%
|
|
(16.3
|
)
|
|
(5.5
|
)%
|
|
32.0
|
|
|
4.8
|
%
|
|||||||
Other
|
14.7
|
|
|
12.3
|
|
|
16.7
|
|
|
(1.2
|
)
|
|
(8.4
|
)%
|
|
0.5
|
|
|
3.9
|
%
|
|
2.0
|
|
|
11.7
|
%
|
|||||||
Eliminations
|
(4.2
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.4
|
)
|
|
—
|
|
|
(61.4
|
)
|
|
—
|
|
|
(42.0
|
)
|
|
—
|
|
|||||||
Consolidated Results
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
|
$
|
3,726.8
|
|
|
$
|
403.7
|
|
|
8.8
|
%
|
|
$
|
427.6
|
|
|
9.9
|
%
|
|
$
|
322.1
|
|
|
8.6
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
EBITDA Reconciliation - Continuing Operations:
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Net income from continuing operations
|
$
|
122.0
|
|
|
2.6
|
%
|
|
$
|
147.7
|
|
|
3.4
|
%
|
|
$
|
116.6
|
|
|
3.1
|
%
|
Interest expense, net
|
50.8
|
|
|
1.1
|
%
|
|
46.4
|
|
|
1.1
|
%
|
|
37.4
|
|
|
1.0
|
%
|
|||
Provision for income taxes
|
76.4
|
|
|
1.7
|
%
|
|
92.5
|
|
|
2.1
|
%
|
|
76.1
|
|
|
2.0
|
%
|
|||
Depreciation and amortization
|
154.5
|
|
|
3.3
|
%
|
|
140.9
|
|
|
3.3
|
%
|
|
92.0
|
|
|
2.5
|
%
|
|||
EBITDA – Continuing operations
|
$
|
403.7
|
|
|
8.8
|
%
|
|
$
|
427.6
|
|
|
9.9
|
%
|
|
$
|
322.1
|
|
|
8.6
|
%
|
Non-cash stock-based compensation expense
|
15.9
|
|
|
0.3
|
%
|
|
12.9
|
|
|
0.3
|
%
|
|
4.4
|
|
|
0.1
|
%
|
|||
Acquisition integration costs
|
5.3
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|||
Sintel legal settlement charge
|
—
|
|
|
—
|
|
|
2.8
|
|
|
0.1
|
%
|
|
9.6
|
|
|
0.3
|
%
|
|||
Adjusted EBITDA – Continuing operations
|
$
|
424.9
|
|
|
9.2
|
%
|
|
$
|
448.9
|
|
|
10.4
|
%
|
|
$
|
336.1
|
|
|
9.0
|
%
|
(a)
|
Non-cash EBITDA adjustments include (i) depreciation and amortization expense in all years; (ii) non-cash stock-based compensation expense in all years; and (iii) in 2013, a $1.5 million write-off of deferred financing costs on redeemed debt.
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Continuing Operations:
|
Net Income (in millions)
|
|
Diluted Earnings Per Share
|
|
Net Income (in millions)
|
|
Diluted Earnings Per Share
|
|
Net Income (in millions)
|
|
Diluted Earnings Per Share
|
||||||||||||
Reported U.S. GAAP measure
|
$
|
122.0
|
|
|
$
|
1.42
|
|
|
$
|
147.7
|
|
|
$
|
1.74
|
|
|
$
|
116.6
|
|
|
$
|
1.42
|
|
Adjustments:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-cash stock-based compensation expense
|
9.8
|
|
|
0.11
|
|
|
8.0
|
|
|
0.09
|
|
|
2.7
|
|
|
0.03
|
|
||||||
Acquisition integration costs
|
3.2
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
3.5
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
||||||
Sintel legal settlement charge
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.02
|
|
|
5.8
|
|
|
0.07
|
|
||||||
Adjusted non-U.S. GAAP measure
|
$
|
135.0
|
|
|
$
|
1.57
|
|
|
$
|
160.8
|
|
|
$
|
1.90
|
|
|
$
|
125.1
|
|
|
$
|
1.53
|
|
(a)
|
Reconciling items represent the after-tax expense and corresponding diluted per share impact for the respective adjustments presented above.
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
$
|
323.0
|
|
|
$
|
200.4
|
|
|
$
|
172.5
|
|
Net cash used in investing activities
|
$
|
(439.3
|
)
|
|
$
|
(263.2
|
)
|
|
$
|
(94.3
|
)
|
Net cash provided by (used in) financing activities
|
$
|
118.7
|
|
|
$
|
59.0
|
|
|
$
|
(71.8
|
)
|
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than 5 Years and
Thereafter
|
||||||||||
Senior secured credit facility:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving loans
|
|
$
|
282.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
282.7
|
|
|
$
|
—
|
|
Term loan
|
|
250.0
|
|
|
—
|
|
|
25.0
|
|
|
225.0
|
|
|
—
|
|
|||||
Other credit facilities
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|||||
4.875% senior notes
|
|
400.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|||||
Notes payable for equipment
|
|
24.4
|
|
|
12.4
|
|
|
11.7
|
|
|
0.3
|
|
|
—
|
|
|||||
Earn-out obligations
(a)
|
|
49.8
|
|
|
49.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
176.5
|
|
|
61.2
|
|
|
87.5
|
|
|
27.3
|
|
|
0.5
|
|
|||||
Operating leases
|
|
160.1
|
|
|
69.5
|
|
|
69.5
|
|
|
18.1
|
|
|
3.0
|
|
|||||
Obligations under multi-employer pension plan
(b)
|
|
4.2
|
|
|
1.2
|
|
|
2.4
|
|
|
0.6
|
|
|
—
|
|
|||||
Interest
(c)
|
|
218.9
|
|
|
35.4
|
|
|
64.8
|
|
|
53.7
|
|
|
65.0
|
|
|||||
Total
|
|
$
|
1,567.8
|
|
|
$
|
229.5
|
|
|
$
|
260.9
|
|
|
$
|
608.9
|
|
|
$
|
468.5
|
|
(a)
|
Under certain acquisition agreements, we have agreed to pay the sellers earn-outs based on the performance of the businesses acquired. Certain of these earn-out payments may be made either in cash or in MasTec common stock, or a combination thereof, at our option. Due to the contingent nature of these earn-out payments, we have only included earn-out obligations that we expect will be paid in cash and have been earned as of
December 31, 2014
.
|
(b)
|
Represents estimated withdrawal liability as of
December 31, 2014
and excludes normal contributions required under our collective bargaining agreements. See
Note 17
- Commitments and Contingencies in the notes to the audited consolidated financial statements, which is incorporated by reference.
|
(c)
|
Represents expected future interest payments on debt and capital lease obligations. With the exception of our credit facilities, all of our debt instruments are fixed rate interest obligations.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ BDO USA, LLP
|
|
Certified Public Accountants
|
|
|
|
Miami, Florida
|
|
|
|
July 31, 2015
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
4,611,803
|
|
|
$
|
4,324,787
|
|
|
$
|
3,726,789
|
|
Costs of revenue, excluding depreciation and amortization
|
3,977,963
|
|
|
3,682,367
|
|
|
3,239,195
|
|
|||
Depreciation and amortization
|
154,452
|
|
|
140,926
|
|
|
91,958
|
|
|||
General and administrative expenses
|
238,305
|
|
|
215,402
|
|
|
157,524
|
|
|||
Interest expense, net
|
50,769
|
|
|
46,442
|
|
|
37,376
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
5,624
|
|
|
—
|
|
|||
Other (income) expense, net
|
(8,116
|
)
|
|
(6,188
|
)
|
|
8,017
|
|
|||
Income from continuing operations before income taxes
|
$
|
198,430
|
|
|
$
|
240,214
|
|
|
$
|
192,719
|
|
Provision for income taxes
|
(76,429
|
)
|
|
(92,542
|
)
|
|
(76,080
|
)
|
|||
Net income from continuing operations
|
$
|
122,001
|
|
|
$
|
147,672
|
|
|
$
|
116,639
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Net loss from discontinued operations, including loss on disposal and impairment charges
(See Note 5)
|
$
|
(6,452
|
)
|
|
$
|
(6,456
|
)
|
|
$
|
(9,223
|
)
|
Net income
|
$
|
115,549
|
|
|
$
|
141,216
|
|
|
$
|
107,416
|
|
Net (loss) income attributable to non-controlling interests
|
(374
|
)
|
|
266
|
|
|
(10
|
)
|
|||
Net income attributable to MasTec, Inc.
|
$
|
115,923
|
|
|
$
|
140,950
|
|
|
$
|
107,426
|
|
Earnings per share
(See Note 3):
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.53
|
|
|
$
|
1.92
|
|
|
$
|
1.49
|
|
Discontinued operations
|
(0.08
|
)
|
|
(0.09
|
)
|
|
(0.12
|
)
|
|||
Total basic earnings per share
|
$
|
1.45
|
|
|
$
|
1.83
|
|
|
$
|
1.37
|
|
Basic weighted average common shares outstanding
|
79,953
|
|
|
76,923
|
|
|
78,275
|
|
|||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.42
|
|
|
$
|
1.74
|
|
|
$
|
1.42
|
|
Discontinued operations
|
(0.07
|
)
|
|
(0.08
|
)
|
|
(0.11
|
)
|
|||
Total diluted earnings per share
|
$
|
1.35
|
|
|
$
|
1.66
|
|
|
$
|
1.31
|
|
Diluted weighted average common shares outstanding
|
86,196
|
|
|
84,901
|
|
|
82,082
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
115,549
|
|
|
$
|
141,216
|
|
|
$
|
107,416
|
|
Other comprehensive (loss) income
(See Note 14):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
(20,718
|
)
|
|
(7,893
|
)
|
|
1,924
|
|
|||
Changes in value of available-for-sale securities, net of tax
|
—
|
|
|
108
|
|
|
521
|
|
|||
Other comprehensive (loss) income, net of tax
|
$
|
(20,718
|
)
|
|
$
|
(7,785
|
)
|
|
$
|
2,445
|
|
Comprehensive income
|
$
|
94,831
|
|
|
$
|
133,431
|
|
|
$
|
109,861
|
|
Comprehensive (loss) income attributable to non-controlling interests
|
(374
|
)
|
|
266
|
|
|
(10
|
)
|
|||
Comprehensive income attributable to MasTec, Inc.
|
$
|
95,205
|
|
|
$
|
133,165
|
|
|
$
|
109,871
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24,059
|
|
|
$
|
22,927
|
|
Accounts receivable, net of allowance
|
1,303,552
|
|
|
1,134,693
|
|
||
Inventories, net
|
112,804
|
|
|
70,185
|
|
||
Prepaid expenses and other current assets
|
91,336
|
|
|
79,221
|
|
||
Total current assets
|
$
|
1,531,751
|
|
|
$
|
1,307,026
|
|
Property and equipment, net
|
623,118
|
|
|
488,132
|
|
||
Goodwill
|
1,082,466
|
|
|
902,044
|
|
||
Other intangible assets, net
|
250,373
|
|
|
165,606
|
|
||
Other long-term assets
|
76,272
|
|
|
60,390
|
|
||
Total assets
|
$
|
3,563,980
|
|
|
$
|
2,923,198
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
73,631
|
|
|
$
|
51,376
|
|
Accounts payable
|
485,347
|
|
|
424,917
|
|
||
Accrued salaries and wages
|
60,528
|
|
|
66,455
|
|
||
Other accrued expenses
|
89,343
|
|
|
71,448
|
|
||
Acquisition-related contingent consideration, current
|
49,798
|
|
|
67,226
|
|
||
Billings in excess of costs and earnings
|
155,674
|
|
|
121,641
|
|
||
Other current liabilities
|
66,527
|
|
|
26,162
|
|
||
Total current liabilities
|
$
|
980,848
|
|
|
$
|
829,225
|
|
Acquisition-related contingent consideration, net of current portion
|
103,515
|
|
|
112,370
|
|
||
Long-term debt
|
1,061,159
|
|
|
765,425
|
|
||
Long-term deferred tax liabilities, net
|
203,476
|
|
|
154,763
|
|
||
Other long-term liabilities
|
66,907
|
|
|
40,357
|
|
||
Total liabilities
|
$
|
2,415,905
|
|
|
$
|
1,902,140
|
|
Commitments and contingencies (
See Note 17
)
|
|
|
|
|
|
||
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 - 87,614,955 and 86,725,372 as of December 31, 2014 and 2013, respectively
|
8,762
|
|
|
8,672
|
|
||
Capital surplus
|
756,688
|
|
|
822,836
|
|
||
Contributed shares (
See Note 12
)
|
—
|
|
|
6,002
|
|
||
Retained earnings
|
457,788
|
|
|
341,865
|
|
||
Accumulated other comprehensive loss
|
(34,004
|
)
|
|
(13,286
|
)
|
||
Treasury stock, at cost: 2,876,311 and 9,467,286 shares as of December 31, 2014 and 2013, respectively
|
(45,573
|
)
|
|
(150,000
|
)
|
||
Total MasTec, Inc. shareholders’ equity
|
$
|
1,143,661
|
|
|
$
|
1,016,089
|
|
Non-controlling interests
|
$
|
4,414
|
|
|
$
|
4,969
|
|
Total equity
|
$
|
1,148,075
|
|
|
$
|
1,021,058
|
|
Total liabilities and equity
|
$
|
3,563,980
|
|
|
$
|
2,923,198
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Contributed Shares
(Note 12)
|
|
Capital Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total MasTec, Inc. Shareholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance as of December 31, 2011
|
85,162,527
|
|
|
$
|
8,516
|
|
|
(4,593,663
|
)
|
|
$
|
(75,000
|
)
|
|
$
|
—
|
|
|
$
|
792,096
|
|
|
$
|
93,489
|
|
|
$
|
(7,946
|
)
|
|
$
|
811,155
|
|
|
52
|
|
|
$
|
811,207
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
107,426
|
|
|
|
|
107,426
|
|
|
(10
|
)
|
|
107,416
|
|
||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,445
|
|
|
2,445
|
|
|
|
|
2,445
|
|
|||||||||||||||||
Acquisition of non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,661
|
|
|
4,661
|
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
4,433
|
|
|
|
|
|
|
4,433
|
|
|
|
|
4,433
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
759
|
|
|
|
|
|
|
759
|
|
|
|
|
759
|
|
|||||||||||||||||
Exercise of stock options
|
391,949
|
|
|
40
|
|
|
|
|
|
|
|
|
3,678
|
|
|
|
|
|
|
3,718
|
|
|
|
|
3,718
|
|
|||||||||||||||
Issuance of restricted shares
|
347,889
|
|
|
35
|
|
|
|
|
|
|
|
|
(35
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
13,187
|
|
|
1
|
|
|
|
|
|
|
|
|
2,235
|
|
|
|
|
|
|
2,236
|
|
|
|
|
2,236
|
|
|||||||||||||||
Acquisition of treasury stock, at cost
|
|
|
|
|
(4,873,623
|
)
|
|
(75,000
|
)
|
|
|
|
|
|
|
|
|
|
(75,000
|
)
|
|
|
|
(75,000
|
)
|
||||||||||||||||
Balance as of December 31, 2012
|
85,915,552
|
|
|
$
|
8,592
|
|
|
(9,467,286
|
)
|
|
$
|
(150,000
|
)
|
|
$
|
—
|
|
|
$
|
803,166
|
|
|
$
|
200,915
|
|
|
$
|
(5,501
|
)
|
|
$
|
857,172
|
|
|
$
|
4,703
|
|
|
$
|
861,875
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
140,950
|
|
|
|
|
140,950
|
|
|
266
|
|
|
141,216
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,785
|
)
|
|
(7,785
|
)
|
|
|
|
(7,785
|
)
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
12,944
|
|
|
|
|
|
|
12,944
|
|
|
|
|
12,944
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
4,315
|
|
|
|
|
|
|
4,315
|
|
|
|
|
4,315
|
|
|||||||||||||||||
Exercise of stock options
|
513,254
|
|
|
51
|
|
|
|
|
|
|
|
|
3,816
|
|
|
|
|
|
|
3,867
|
|
|
|
|
3,867
|
|
|||||||||||||||
Issuance of restricted shares
|
68,122
|
|
|
7
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
428,444
|
|
|
42
|
|
|
|
|
|
|
|
|
4,584
|
|
|
|
|
|
|
4,626
|
|
|
|
|
4,626
|
|
|||||||||||||||
Contributed shares
|
(200,000
|
)
|
|
(20
|
)
|
|
|
|
|
|
6,002
|
|
|
(5,982
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||
Balance as of December 31, 2013
|
86,725,372
|
|
|
$
|
8,672
|
|
|
(9,467,286
|
)
|
|
$
|
(150,000
|
)
|
|
$
|
6,002
|
|
|
$
|
822,836
|
|
|
$
|
341,865
|
|
|
$
|
(13,286
|
)
|
|
$
|
1,016,089
|
|
|
$
|
4,969
|
|
|
$
|
1,021,058
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
115,923
|
|
|
|
|
115,923
|
|
|
(374
|
)
|
|
115,549
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,718
|
)
|
|
(20,718
|
)
|
|
|
|
(20,718
|
)
|
|||||||||||||||||
Non-cash stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
15,950
|
|
|
|
|
|
|
15,950
|
|
|
|
|
15,950
|
|
|||||||||||||||||
Income tax effect from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,484
|
|
|
|
|
|
|
2,484
|
|
|
|
|
2,484
|
|
|||||||||||||||||
Exercise of stock options
|
210,900
|
|
|
21
|
|
|
|
|
|
|
|
|
2,225
|
|
|
|
|
|
|
2,246
|
|
|
|
|
2,246
|
|
|||||||||||||||
Issuance of restricted shares
|
659,212
|
|
|
66
|
|
|
|
|
|
|
|
|
(66
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Other stock issuances, net
|
19,471
|
|
|
3
|
|
|
|
|
|
|
|
|
(1,140
|
)
|
|
|
|
|
|
(1,137
|
)
|
|
|
|
(1,137
|
)
|
|||||||||||||||
Issuance of treasury stock for convertible notes
|
|
|
|
|
6,590,975
|
|
|
104,427
|
|
|
|
|
|
|
|
|
|
|
104,427
|
|
|
|
|
104,427
|
|
||||||||||||||||
Conversion of convertible notes
|
|
|
|
|
|
|
|
|
|
|
(91,784
|
)
|
|
|
|
|
|
(91,784
|
)
|
|
|
|
(91,784
|
)
|
|||||||||||||||||
Contributed shares, transfer to capital surplus
|
|
|
|
|
|
|
|
|
(6,002
|
)
|
|
6,002
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||||
Other activity
|
|
|
|
|
|
|
|
|
|
|
181
|
|
|
|
|
|
|
181
|
|
|
(181
|
)
|
|
—
|
|
||||||||||||||||
Balance as of December 31, 2014
|
87,614,955
|
|
|
$
|
8,762
|
|
|
(2,876,311
|
)
|
|
$
|
(45,573
|
)
|
|
$
|
—
|
|
|
$
|
756,688
|
|
|
$
|
457,788
|
|
|
$
|
(34,004
|
)
|
|
$
|
1,143,661
|
|
|
$
|
4,414
|
|
|
$
|
1,148,075
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
115,549
|
|
|
$
|
141,216
|
|
|
$
|
107,416
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
154,452
|
|
|
140,926
|
|
|
91,958
|
|
|||
Non-cash interest expense, including write-off of deferred financing costs on redeemed debt
|
7,355
|
|
|
10,717
|
|
|
8,595
|
|
|||
Non-cash stock-based compensation expense
|
15,950
|
|
|
12,944
|
|
|
4,433
|
|
|||
Excess tax benefit from stock-based compensation
|
(3,728
|
)
|
|
(4,315
|
)
|
|
(759
|
)
|
|||
Provision for deferred income taxes
|
13,756
|
|
|
6,533
|
|
|
5,127
|
|
|||
Other non-cash items
|
5,955
|
|
|
8,009
|
|
|
9,305
|
|
|||
(Gains) losses on sales of assets, including impairment charges on discontinued operations
|
(6,434
|
)
|
|
(1,492
|
)
|
|
11,714
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
163,773
|
|
|
(204,330
|
)
|
|
(177,313
|
)
|
|||
Inventories
|
(12,621
|
)
|
|
13,481
|
|
|
15,448
|
|
|||
Other assets, current and long-term portion
|
(14,221
|
)
|
|
6,248
|
|
|
(6,773
|
)
|
|||
Accounts payable and accrued expenses
|
(87,494
|
)
|
|
72,514
|
|
|
76,285
|
|
|||
Billings in excess of costs and earnings
|
(34,320
|
)
|
|
(8,227
|
)
|
|
15,651
|
|
|||
Book overdrafts
|
9,911
|
|
|
6,363
|
|
|
116
|
|
|||
Other liabilities, current and long-term portion
|
(4,872
|
)
|
|
(185
|
)
|
|
11,305
|
|
|||
Net cash provided by operating activities
|
$
|
323,011
|
|
|
$
|
200,402
|
|
|
$
|
172,508
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(345,543
|
)
|
|
(148,567
|
)
|
|
(119,459
|
)
|
|||
Proceeds from disposal of business, net of cash divested
|
—
|
|
|
(2,997
|
)
|
|
97,728
|
|
|||
Capital expenditures
|
(109,254
|
)
|
|
(126,288
|
)
|
|
(79,686
|
)
|
|||
Proceeds from sale of property and equipment
|
16,655
|
|
|
15,858
|
|
|
7,385
|
|
|||
Proceeds from sale or redemption of investments
|
—
|
|
|
14,956
|
|
|
—
|
|
|||
Payments for other investments, net
|
(1,120
|
)
|
|
(16,173
|
)
|
|
(284
|
)
|
|||
Net cash used in investing activities
|
$
|
(439,262
|
)
|
|
$
|
(263,211
|
)
|
|
$
|
(94,316
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
2,385,971
|
|
|
1,149,040
|
|
|
959,183
|
|
|||
Repayments of credit facilities
|
(1,939,612
|
)
|
|
(1,249,601
|
)
|
|
(885,183
|
)
|
|||
Proceeds from issuance of senior notes
|
—
|
|
|
400,000
|
|
|
—
|
|
|||
Repayment of senior notes, including convertible notes
|
(202,325
|
)
|
|
(150,000
|
)
|
|
—
|
|
|||
Repayments of other borrowings
|
(15,700
|
)
|
|
(27,705
|
)
|
|
(21,455
|
)
|
|||
Payments of capital lease obligations
|
(51,587
|
)
|
|
(43,040
|
)
|
|
(21,060
|
)
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
|||
Proceeds from stock-based awards, net of tax withholdings
|
1,113
|
|
|
8,355
|
|
|
5,013
|
|
|||
Excess tax benefit from stock-based compensation
|
3,728
|
|
|
4,315
|
|
|
759
|
|
|||
Payments of acquisition-related contingent consideration
|
(60,341
|
)
|
|
(18,683
|
)
|
|
(33,936
|
)
|
|||
Payments of financing costs, including call premiums on extinguishment of debt
|
(2,572
|
)
|
|
(13,688
|
)
|
|
(117
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
118,675
|
|
|
$
|
58,993
|
|
|
$
|
(71,796
|
)
|
Effect of currency translation on cash
|
(1,292
|
)
|
|
(24
|
)
|
|
91
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,132
|
|
|
(3,840
|
)
|
|
6,487
|
|
|||
Cash and cash equivalents - beginning of period
|
22,927
|
|
|
26,767
|
|
|
20,280
|
|
|||
Cash and cash equivalents - end of period
|
$
|
24,059
|
|
|
$
|
22,927
|
|
|
$
|
26,767
|
|
Period
|
|
Previously Reported Net Income
|
|
Adjustments
|
|
Restated Net Income
|
||||||
First Quarter of 2014
(unaudited)
|
|
$
|
16,023
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,097
|
|
Second Quarter of 2014
(unaudited)
|
|
$
|
32,050
|
|
|
$
|
1,675
|
|
|
$
|
33,725
|
|
Six Months Ended June 30, 2014
(unaudited)
|
|
$
|
48,073
|
|
|
$
|
(2,252
|
)
|
|
$
|
45,821
|
|
Third Quarter of 2014
(unaudited)
|
|
$
|
45,271
|
|
|
$
|
3,715
|
|
|
$
|
48,986
|
|
Nine Months Ended September 30, 2014
(unaudited)
|
|
$
|
93,344
|
|
|
$
|
1,463
|
|
|
$
|
94,807
|
|
|
For the Three Months Ended March 31, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Revenue
|
$
|
964,029
|
|
|
$
|
(6,211
|
)
|
|
$
|
957,818
|
|
Costs of revenue, excluding depreciation and amortization
|
841,054
|
|
|
270
|
|
|
841,324
|
|
|||
Depreciation and amortization
|
33,494
|
|
|
—
|
|
|
33,494
|
|
|||
General and administrative expenses
|
53,327
|
|
|
—
|
|
|
53,327
|
|
|||
Interest expense, net
|
12,003
|
|
|
—
|
|
|
12,003
|
|
|||
Other income, net
|
(1,955
|
)
|
|
(128
|
)
|
|
(2,083
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
26,106
|
|
|
$
|
(6,353
|
)
|
|
$
|
19,753
|
|
Provision for income taxes
|
(9,916
|
)
|
|
2,427
|
|
|
(7,489
|
)
|
|||
Net income from continuing operations
|
$
|
16,190
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,264
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Net loss from discontinued operations
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
(122
|
)
|
Net income
|
$
|
16,068
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,142
|
|
Net income attributable to non-controlling interests
|
45
|
|
|
—
|
|
|
45
|
|
|||
Net income attributable to MasTec, Inc.
|
$
|
16,023
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,097
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.21
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.16
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
(0.00
|
)
|
|||
Total basic earnings per share
(a)
|
$
|
0.21
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.16
|
|
Basic weighted average common shares outstanding
|
77,345
|
|
|
—
|
|
|
77,345
|
|
|||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.19
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.14
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
(0.00
|
)
|
|||
Total diluted earnings per share
(a)
|
$
|
0.19
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.14
|
|
Diluted weighted average common shares outstanding
|
86,622
|
|
|
—
|
|
|
86,622
|
|
(a)
|
Earnings per share calculations may contain slight summation differences due to rounding.
|
|
For the Three Months Ended March 31, 2014
|
||||||||||
Restated Unaudited EBITDA and EBITDA Reconciliation
(in millions)
:
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
EBITDA - Continuing operations
|
$
|
71.6
|
|
|
$
|
(6.4
|
)
|
|
$
|
65.3
|
|
Less:
|
|
|
|
|
|
||||||
Interest expense, net
|
(12.0
|
)
|
|
—
|
|
|
(12.0
|
)
|
|||
Depreciation and amortization
|
(33.5
|
)
|
|
—
|
|
|
(33.5
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
26.1
|
|
|
$
|
(6.4
|
)
|
|
$
|
19.8
|
|
|
For the Three Months Ended March 31, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Net income
|
$
|
16,068
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,142
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
(5,335
|
)
|
|
(1
|
)
|
|
(5,336
|
)
|
|||
Comprehensive income
|
$
|
10,733
|
|
|
$
|
(3,927
|
)
|
|
$
|
6,806
|
|
Comprehensive income attributable to non-controlling interests
|
45
|
|
|
—
|
|
|
45
|
|
|||
Comprehensive income attributable to MasTec, Inc.
|
$
|
10,688
|
|
|
$
|
(3,927
|
)
|
|
$
|
6,761
|
|
|
March 31, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,261
|
|
|
$
|
—
|
|
|
$
|
9,261
|
|
Accounts receivable, net of allowance
|
1,195,603
|
|
|
(10,367
|
)
|
|
1,185,236
|
|
|||
Inventories, net
|
89,146
|
|
|
—
|
|
|
89,146
|
|
|||
Prepaid expenses and other current assets, including discontinued operations
|
63,926
|
|
|
2,426
|
|
|
66,352
|
|
|||
Total current assets
|
$
|
1,357,936
|
|
|
$
|
(7,941
|
)
|
|
$
|
1,349,995
|
|
Property and equipment, net
|
509,585
|
|
|
—
|
|
|
509,585
|
|
|||
Goodwill
|
912,885
|
|
|
—
|
|
|
912,885
|
|
|||
Other intangible assets, net
|
171,562
|
|
|
—
|
|
|
171,562
|
|
|||
Other long-term assets, including discontinued operations
|
61,439
|
|
|
—
|
|
|
61,439
|
|
|||
Total assets
|
$
|
3,013,407
|
|
|
$
|
(7,941
|
)
|
|
$
|
3,005,466
|
|
Liabilities and equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
$
|
52,949
|
|
|
$
|
—
|
|
|
$
|
52,949
|
|
Accounts payable
|
440,152
|
|
|
271
|
|
|
440,423
|
|
|||
Accrued salaries and wages
|
68,055
|
|
|
—
|
|
|
68,055
|
|
|||
Other accrued expenses
|
60,581
|
|
|
(128
|
)
|
|
60,453
|
|
|||
Acquisition-related contingent consideration, current
|
64,694
|
|
|
6,806
|
|
|
71,500
|
|
|||
Billings in excess of costs and earnings
|
109,370
|
|
|
—
|
|
|
109,370
|
|
|||
Other current liabilities, including discontinued operations
|
24,588
|
|
|
(4,157
|
)
|
|
20,431
|
|
|||
Total current liabilities
|
$
|
820,389
|
|
|
$
|
2,792
|
|
|
$
|
823,181
|
|
Acquisition-related contingent consideration, net of current portion
|
119,756
|
|
|
(6,806
|
)
|
|
112,950
|
|
|||
Long-term debt
|
841,335
|
|
|
—
|
|
|
841,335
|
|
|||
Long-term deferred tax liabilities, net
|
154,151
|
|
|
—
|
|
|
154,151
|
|
|||
Other long-term liabilities
|
40,929
|
|
|
—
|
|
|
40,929
|
|
|||
Total liabilities
|
$
|
1,976,560
|
|
|
$
|
(4,014
|
)
|
|
$
|
1,972,546
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
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 - 86,993,988 as of March 31, 2014
|
8,700
|
|
|
—
|
|
|
8,700
|
|
|||
Capital surplus
|
827,863
|
|
|
—
|
|
|
827,863
|
|
|||
Contributed shares
|
6,002
|
|
|
—
|
|
|
6,002
|
|
|||
Retained earnings
|
357,887
|
|
|
(3,926
|
)
|
|
353,961
|
|
|||
Accumulated other comprehensive loss
|
(18,621
|
)
|
|
(1
|
)
|
|
(18,622
|
)
|
|||
Treasury stock, at cost; 9,467,286 shares as of March 31, 2014
|
(150,000
|
)
|
|
—
|
|
|
(150,000
|
)
|
|||
Total MasTec, Inc. shareholders’ equity
|
$
|
1,031,831
|
|
|
$
|
(3,927
|
)
|
|
$
|
1,027,904
|
|
Non-controlling interests
|
$
|
5,016
|
|
|
$
|
—
|
|
|
$
|
5,016
|
|
Total equity
|
$
|
1,036,847
|
|
|
$
|
(3,927
|
)
|
|
$
|
1,032,920
|
|
Total liabilities and equity
|
$
|
3,013,407
|
|
|
$
|
(7,941
|
)
|
|
$
|
3,005,466
|
|
|
For the Three Months Ended March 31,
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
16,068
|
|
|
$
|
(3,926
|
)
|
|
$
|
12,142
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
33,494
|
|
|
—
|
|
|
33,494
|
|
|||
Non-cash interest expense
|
2,362
|
|
|
—
|
|
|
2,362
|
|
|||
Non-cash stock-based compensation expense
|
3,260
|
|
|
—
|
|
|
3,260
|
|
|||
Excess tax benefit from stock-based compensation
|
(3,246
|
)
|
|
—
|
|
|
(3,246
|
)
|
|||
Provision for deferred income taxes
|
3,281
|
|
|
—
|
|
|
3,281
|
|
|||
Other non-cash items
|
623
|
|
|
—
|
|
|
623
|
|
|||
(Gains) losses on sales of assets
|
(1,622
|
)
|
|
—
|
|
|
(1,622
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(43,440
|
)
|
|
10,367
|
|
|
(33,073
|
)
|
|||
Inventories
|
(13,313
|
)
|
|
—
|
|
|
(13,313
|
)
|
|||
Other assets, current and long-term portion
|
9,034
|
|
|
(2,426
|
)
|
|
6,608
|
|
|||
Accounts payable and accrued expenses
|
(14,683
|
)
|
|
143
|
|
|
(14,540
|
)
|
|||
Billings in excess of costs and earnings
|
(12,247
|
)
|
|
—
|
|
|
(12,247
|
)
|
|||
Book overdrafts
|
1,266
|
|
|
—
|
|
|
1,266
|
|
|||
Other liabilities, current and long-term portion
|
(1,231
|
)
|
|
(4,158
|
)
|
|
(5,389
|
)
|
|||
Net cash used in operating activities
|
$
|
(20,394
|
)
|
|
$
|
—
|
|
|
$
|
(20,394
|
)
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(23,831
|
)
|
|
—
|
|
|
(23,831
|
)
|
|||
Capital expenditures
|
(35,554
|
)
|
|
—
|
|
|
(35,554
|
)
|
|||
Proceeds from sale of property and equipment
|
3,373
|
|
|
—
|
|
|
3,373
|
|
|||
Payments for other investments
|
(1,098
|
)
|
|
—
|
|
|
(1,098
|
)
|
|||
Net cash used in investing activities
|
$
|
(57,110
|
)
|
|
$
|
—
|
|
|
$
|
(57,110
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
233,872
|
|
|
—
|
|
|
233,872
|
|
|||
Repayments of credit facilities
|
(157,349
|
)
|
|
—
|
|
|
(157,349
|
)
|
|||
Repayments of other borrowings
|
(2,830
|
)
|
|
—
|
|
|
(2,830
|
)
|
|||
Payments of capital lease obligations
|
(10,956
|
)
|
|
—
|
|
|
(10,956
|
)
|
|||
Payments of tax withholdings and proceeds from stock-based awards, net
|
(1,451
|
)
|
|
—
|
|
|
(1,451
|
)
|
|||
Excess tax benefit from stock-based compensation
|
3,246
|
|
|
—
|
|
|
3,246
|
|
|||
Payments of financing costs
|
(218
|
)
|
|
—
|
|
|
(218
|
)
|
|||
Net cash provided by financing activities
|
$
|
64,314
|
|
|
$
|
—
|
|
|
$
|
64,314
|
|
Effect of currency translation on cash
|
(476
|
)
|
|
—
|
|
|
(476
|
)
|
|||
Net decrease in cash and cash equivalents
|
(13,666
|
)
|
|
—
|
|
|
(13,666
|
)
|
|||
Cash and cash equivalents - beginning of period
|
$
|
22,927
|
|
|
$
|
—
|
|
|
$
|
22,927
|
|
Cash and cash equivalents - end of period
|
$
|
9,261
|
|
|
$
|
—
|
|
|
$
|
9,261
|
|
|
For the Three Months Ended June 30, 2014
|
|
For the Six Months Ended June 30, 2014
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
Revenue
|
$
|
1,104,556
|
|
|
$
|
2,676
|
|
|
$
|
1,107,232
|
|
|
$
|
2,068,585
|
|
|
$
|
(3,535
|
)
|
|
$
|
2,065,050
|
|
Costs of revenue, excluding depreciation and amortization
|
950,889
|
|
|
(174
|
)
|
|
950,715
|
|
|
1,791,943
|
|
|
97
|
|
|
1,792,040
|
|
||||||
Depreciation and amortization
|
36,755
|
|
|
—
|
|
|
36,755
|
|
|
70,249
|
|
|
—
|
|
|
70,249
|
|
||||||
General and administrative expenses
|
54,237
|
|
|
—
|
|
|
54,237
|
|
|
107,564
|
|
|
—
|
|
|
107,564
|
|
||||||
Interest expense, net
|
12,949
|
|
|
—
|
|
|
12,949
|
|
|
24,952
|
|
|
—
|
|
|
24,952
|
|
||||||
Other income, net
|
(2,051
|
)
|
|
128
|
|
|
(1,923
|
)
|
|
(4,007
|
)
|
|
—
|
|
|
(4,007
|
)
|
||||||
Income from continuing operations before income taxes
|
$
|
51,777
|
|
|
$
|
2,722
|
|
|
$
|
54,499
|
|
|
$
|
77,884
|
|
|
$
|
(3,632
|
)
|
|
$
|
74,252
|
|
Provision for income taxes
|
(19,714
|
)
|
|
(1,047
|
)
|
|
(20,761
|
)
|
|
(29,630
|
)
|
|
1,380
|
|
|
(28,250
|
)
|
||||||
Net income from continuing operations
|
$
|
32,063
|
|
|
$
|
1,675
|
|
|
$
|
33,738
|
|
|
$
|
48,254
|
|
|
$
|
(2,252
|
)
|
|
$
|
46,002
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss from discontinued operations
|
$
|
(149
|
)
|
|
$
|
—
|
|
|
$
|
(149
|
)
|
|
$
|
(272
|
)
|
|
$
|
—
|
|
|
$
|
(272
|
)
|
Net income
|
$
|
31,914
|
|
|
$
|
1,675
|
|
|
$
|
33,589
|
|
|
$
|
47,982
|
|
|
$
|
(2,252
|
)
|
|
$
|
45,730
|
|
Net loss attributable to non-controlling interests
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
||||||
Net income attributable to MasTec, Inc.
|
$
|
32,050
|
|
|
$
|
1,675
|
|
|
$
|
33,725
|
|
|
$
|
48,073
|
|
|
$
|
(2,252
|
)
|
|
$
|
45,821
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
0.41
|
|
|
$
|
0.02
|
|
|
$
|
0.43
|
|
|
$
|
0.62
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.59
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
0.00
|
|
|
(0.00
|
)
|
||||||
Total basic earnings per share
(a)
|
$
|
0.41
|
|
|
$
|
0.02
|
|
|
$
|
0.43
|
|
|
$
|
0.62
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.59
|
|
Basic weighted average common shares outstanding
|
78,269
|
|
|
—
|
|
|
78,269
|
|
|
77,810
|
|
|
—
|
|
|
77,810
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
0.37
|
|
|
$
|
0.02
|
|
|
$
|
0.39
|
|
|
$
|
0.56
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.53
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
0.00
|
|
|
(0.00
|
)
|
|
0.00
|
|
|
0.00
|
|
||||||
Total diluted earnings per share
(a)
|
$
|
0.37
|
|
|
$
|
0.02
|
|
|
$
|
0.39
|
|
|
$
|
0.56
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.53
|
|
Diluted weighted average common shares outstanding
|
86,730
|
|
|
—
|
|
|
86,730
|
|
|
86,675
|
|
|
—
|
|
|
86,675
|
|
(a)
|
Earnings per share calculations may contain slight summation differences due to rounding.
|
|
For the Three Months Ended June 30, 2014
|
|
For the Six Months Ended June 30, 2014
|
||||||||||||||||||||
Restated Unaudited EBITDA and EBITDA
Reconciliation
(in millions)
:
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
EBITDA - Continuing operations
|
$
|
101.5
|
|
|
$
|
2.7
|
|
|
$
|
104.2
|
|
|
$
|
173.1
|
|
|
$
|
(3.6
|
)
|
|
$
|
169.5
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(12.9
|
)
|
|
—
|
|
|
(12.9
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
||||||
Depreciation and amortization
|
(36.8
|
)
|
|
—
|
|
|
(36.8
|
)
|
|
(70.2
|
)
|
|
—
|
|
|
(70.2
|
)
|
||||||
Income from continuing operations before income taxes
|
$
|
51.8
|
|
|
$
|
2.7
|
|
|
$
|
54.5
|
|
|
$
|
77.9
|
|
|
$
|
(3.6
|
)
|
|
$
|
74.3
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
Net income
|
$
|
31,914
|
|
|
$
|
1,675
|
|
|
$
|
33,589
|
|
|
$
|
47,982
|
|
|
$
|
(2,252
|
)
|
|
$
|
45,730
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments,
net of tax
|
7,678
|
|
|
(2
|
)
|
|
7,676
|
|
|
2,343
|
|
|
(3
|
)
|
|
2,340
|
|
||||||
Comprehensive income
|
$
|
39,592
|
|
|
$
|
1,673
|
|
|
$
|
41,265
|
|
|
$
|
50,325
|
|
|
$
|
(2,255
|
)
|
|
$
|
48,070
|
|
Comprehensive loss attributable to non-controlling interests
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
||||||
Comprehensive income attributable to
MasTec, Inc.
|
$
|
39,728
|
|
|
$
|
1,673
|
|
|
$
|
41,401
|
|
|
$
|
50,416
|
|
|
$
|
(2,255
|
)
|
|
$
|
48,161
|
|
|
June 30, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
15,924
|
|
|
$
|
—
|
|
|
$
|
15,924
|
|
Accounts receivable, net of allowance
|
1,288,672
|
|
|
(8,422
|
)
|
|
1,280,250
|
|
|||
Inventories, net
|
115,627
|
|
|
—
|
|
|
115,627
|
|
|||
Prepaid expenses and other current assets, including discontinued operations
|
69,429
|
|
|
1,380
|
|
|
70,809
|
|
|||
Total current assets
|
$
|
1,489,652
|
|
|
$
|
(7,042
|
)
|
|
$
|
1,482,610
|
|
Property and equipment, net
|
618,672
|
|
|
—
|
|
|
618,672
|
|
|||
Goodwill
|
983,133
|
|
|
—
|
|
|
983,133
|
|
|||
Other intangible assets, net
|
230,592
|
|
|
—
|
|
|
230,592
|
|
|||
Other long-term assets, including discontinued operations
|
73,821
|
|
|
—
|
|
|
73,821
|
|
|||
Total assets
|
$
|
3,395,870
|
|
|
$
|
(7,042
|
)
|
|
$
|
3,388,828
|
|
Liabilities and equity
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
$
|
76,914
|
|
|
$
|
—
|
|
|
$
|
76,914
|
|
Accounts payable
|
494,090
|
|
|
—
|
|
|
494,090
|
|
|||
Accrued salaries and wages
|
63,845
|
|
|
100
|
|
|
63,945
|
|
|||
Other accrued expenses
|
69,401
|
|
|
—
|
|
|
69,401
|
|
|||
Acquisition-related contingent consideration, current
|
36,479
|
|
|
—
|
|
|
36,479
|
|
|||
Billings in excess of costs and earnings
|
109,805
|
|
|
(837
|
)
|
|
108,968
|
|
|||
Other current liabilities, including discontinued operations
|
17,940
|
|
|
(4,050
|
)
|
|
13,890
|
|
|||
Total current liabilities
|
$
|
868,474
|
|
|
$
|
(4,787
|
)
|
|
$
|
863,687
|
|
Acquisition-related contingent consideration, net of current portion
|
116,929
|
|
|
—
|
|
|
116,929
|
|
|||
Long-term debt
|
1,088,666
|
|
|
—
|
|
|
1,088,666
|
|
|||
Long-term deferred tax liabilities, net
|
186,538
|
|
|
—
|
|
|
186,538
|
|
|||
Other long-term liabilities
|
43,949
|
|
|
—
|
|
|
43,949
|
|
|||
Total liabilities
|
$
|
2,304,556
|
|
|
$
|
(4,787
|
)
|
|
$
|
2,299,769
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
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 - 87,036,192 as of June 30, 2014
|
8,704
|
|
|
—
|
|
|
8,704
|
|
|||
Capital surplus
|
776,301
|
|
|
—
|
|
|
776,301
|
|
|||
Contributed shares
|
6,002
|
|
|
—
|
|
|
6,002
|
|
|||
Retained earnings
|
389,937
|
|
|
(2,252
|
)
|
|
387,685
|
|
|||
Accumulated other comprehensive loss
|
(10,943
|
)
|
|
(3
|
)
|
|
(10,946
|
)
|
|||
Treasury stock, at cost: 5,262,831 shares as of June 30, 2014
|
(83,385
|
)
|
|
—
|
|
|
(83,385
|
)
|
|||
Total MasTec, Inc. shareholders’ equity
|
$
|
1,086,616
|
|
|
$
|
(2,255
|
)
|
|
$
|
1,084,361
|
|
Non-controlling interests
|
$
|
4,698
|
|
|
$
|
—
|
|
|
$
|
4,698
|
|
Total equity
|
$
|
1,091,314
|
|
|
$
|
(2,255
|
)
|
|
$
|
1,089,059
|
|
Total liabilities and equity
|
$
|
3,395,870
|
|
|
$
|
(7,042
|
)
|
|
$
|
3,388,828
|
|
|
For the Six Months Ended June 30,
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,982
|
|
|
$
|
(2,252
|
)
|
|
$
|
45,730
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
70,249
|
|
|
—
|
|
|
70,249
|
|
|||
Non-cash interest expense
|
4,642
|
|
|
—
|
|
|
4,642
|
|
|||
Non-cash stock-based compensation expense
|
7,480
|
|
|
—
|
|
|
7,480
|
|
|||
Excess tax benefit from stock-based compensation
|
(3,386
|
)
|
|
—
|
|
|
(3,386
|
)
|
|||
Provision for deferred income taxes
|
11,160
|
|
|
—
|
|
|
11,160
|
|
|||
Other non-cash items
|
438
|
|
|
—
|
|
|
438
|
|
|||
(Gains) losses on sales of assets
|
(2,593
|
)
|
|
—
|
|
|
(2,593
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(21,270
|
)
|
|
8,422
|
|
|
(12,848
|
)
|
|||
Inventories
|
(37,140
|
)
|
|
—
|
|
|
(37,140
|
)
|
|||
Other assets, current and long-term portion
|
4,655
|
|
|
(1,382
|
)
|
|
3,273
|
|
|||
Accounts payable and accrued expenses
|
(8,916
|
)
|
|
100
|
|
|
(8,816
|
)
|
|||
Billings in excess of costs and earnings
|
(12,258
|
)
|
|
(837
|
)
|
|
(13,095
|
)
|
|||
Book overdrafts
|
(1,355
|
)
|
|
—
|
|
|
(1,355
|
)
|
|||
Other liabilities, current and long-term portion
|
(4,369
|
)
|
|
(4,051
|
)
|
|
(8,420
|
)
|
|||
Net cash provided by operating activities
|
$
|
55,319
|
|
|
$
|
—
|
|
|
$
|
55,319
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(162,901
|
)
|
|
—
|
|
|
(162,901
|
)
|
|||
Capital expenditures
|
(67,566
|
)
|
|
—
|
|
|
(67,566
|
)
|
|||
Proceeds from sale of property and equipment
|
8,752
|
|
|
—
|
|
|
8,752
|
|
|||
Proceeds from other investments, net
|
573
|
|
|
—
|
|
|
573
|
|
|||
Net cash used in investing activities
|
$
|
(221,142
|
)
|
|
$
|
—
|
|
|
$
|
(221,142
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
815,840
|
|
|
—
|
|
|
815,840
|
|
|||
Repayments of credit facilities
|
(463,713
|
)
|
|
—
|
|
|
(463,713
|
)
|
|||
Repayment of senior notes, including convertible notes
|
(105,325
|
)
|
|
—
|
|
|
(105,325
|
)
|
|||
Repayments of other borrowings
|
(7,220
|
)
|
|
—
|
|
|
(7,220
|
)
|
|||
Payments of capital lease obligations
|
(23,023
|
)
|
|
—
|
|
|
(23,023
|
)
|
|||
Payments of tax withholdings and proceeds from stock-based awards, net
|
(578
|
)
|
|
—
|
|
|
(578
|
)
|
|||
Excess tax benefit from stock-based compensation
|
3,386
|
|
|
—
|
|
|
3,386
|
|
|||
Payments of acquisition-related contingent consideration
|
(58,902
|
)
|
|
—
|
|
|
(58,902
|
)
|
|||
Payments of financing costs
|
(1,298
|
)
|
|
—
|
|
|
(1,298
|
)
|
|||
Net cash provided by financing activities
|
$
|
159,167
|
|
|
$
|
—
|
|
|
$
|
159,167
|
|
Effect of currency translation on cash
|
(347
|
)
|
|
—
|
|
|
(347
|
)
|
|||
Net decrease in cash and cash equivalents
|
(7,003
|
)
|
|
—
|
|
|
(7,003
|
)
|
|||
Cash and cash equivalents - beginning of period
|
$
|
22,927
|
|
|
$
|
—
|
|
|
$
|
22,927
|
|
Cash and cash equivalents - end of period
|
$
|
15,924
|
|
|
$
|
—
|
|
|
$
|
15,924
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
Revenue
|
$
|
1,309,596
|
|
|
$
|
5,892
|
|
|
$
|
1,315,488
|
|
|
$
|
3,378,180
|
|
|
$
|
2,358
|
|
|
$
|
3,380,538
|
|
Costs of revenue, excluding depreciation and amortization
|
1,122,961
|
|
|
(100
|
)
|
|
1,122,861
|
|
|
2,914,904
|
|
|
(3
|
)
|
|
2,914,901
|
|
||||||
Depreciation and amortization
|
41,747
|
|
|
—
|
|
|
41,747
|
|
|
111,996
|
|
|
—
|
|
|
111,996
|
|
||||||
General and administrative expenses
|
59,889
|
|
|
—
|
|
|
59,889
|
|
|
167,454
|
|
|
—
|
|
|
167,454
|
|
||||||
Interest expense, net
|
12,643
|
|
|
—
|
|
|
12,643
|
|
|
37,595
|
|
|
—
|
|
|
37,595
|
|
||||||
Other income, net
|
(1,416
|
)
|
|
—
|
|
|
(1,416
|
)
|
|
(5,424
|
)
|
|
—
|
|
|
(5,424
|
)
|
||||||
Income from continuing operations before income taxes
|
$
|
73,772
|
|
|
$
|
5,992
|
|
|
$
|
79,764
|
|
|
$
|
151,655
|
|
|
$
|
2,361
|
|
|
$
|
154,016
|
|
Provision for income taxes
|
(28,042
|
)
|
|
(2,277
|
)
|
|
(30,319
|
)
|
|
(57,671
|
)
|
|
(898
|
)
|
|
(58,569
|
)
|
||||||
Net income from continuing operations
|
$
|
45,730
|
|
|
$
|
3,715
|
|
|
$
|
49,445
|
|
|
$
|
93,984
|
|
|
$
|
1,463
|
|
|
$
|
95,447
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss from discontinued operations, including loss on disposal and impairment charges
|
$
|
(320
|
)
|
|
$
|
—
|
|
|
$
|
(320
|
)
|
|
$
|
(592
|
)
|
|
$
|
—
|
|
|
$
|
(592
|
)
|
Net income
|
$
|
45,410
|
|
|
$
|
3,715
|
|
|
$
|
49,125
|
|
|
$
|
93,392
|
|
|
$
|
1,463
|
|
|
$
|
94,855
|
|
Net income attributable to non-controlling interests
|
139
|
|
|
—
|
|
|
139
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||
Net income attributable to MasTec, Inc.
|
$
|
45,271
|
|
|
$
|
3,715
|
|
|
$
|
48,986
|
|
|
$
|
93,344
|
|
|
$
|
1,463
|
|
|
$
|
94,807
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
0.56
|
|
|
$
|
0.04
|
|
|
$
|
0.60
|
|
|
$
|
1.19
|
|
|
$
|
0.02
|
|
|
$
|
1.21
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
0.00
|
|
|
(0.01
|
)
|
|
0.00
|
|
|
(0.01
|
)
|
||||||
Total basic earnings per share
(a)
|
$
|
0.55
|
|
|
$
|
0.05
|
|
|
$
|
0.60
|
|
|
$
|
1.18
|
|
|
$
|
0.02
|
|
|
$
|
1.20
|
|
Basic weighted average common shares outstanding
|
81,811
|
|
|
—
|
|
|
81,811
|
|
|
79,158
|
|
|
—
|
|
|
79,158
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
0.53
|
|
|
$
|
0.04
|
|
|
$
|
0.57
|
|
|
$
|
1.09
|
|
|
$
|
0.02
|
|
|
$
|
1.11
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.00
|
|
|
(0.00
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
|
(0.01
|
)
|
||||||
Total diluted earnings per share
(a)
|
$
|
0.53
|
|
|
$
|
0.04
|
|
|
$
|
0.57
|
|
|
$
|
1.08
|
|
|
$
|
0.02
|
|
|
$
|
1.10
|
|
Diluted weighted average common shares outstanding
|
85,824
|
|
|
—
|
|
|
85,824
|
|
|
86,416
|
|
|
—
|
|
|
86,416
|
|
(a)
|
Earnings per share calculations may contain slight summation differences due to rounding.
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||||||||||
Restated Unaudited EBITDA and EBITDA
Reconciliation
(in millions)
:
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
EBITDA - Continuing operations
|
$
|
128.2
|
|
|
$
|
6.0
|
|
|
$
|
134.2
|
|
|
$
|
301.2
|
|
|
$
|
2.4
|
|
|
$
|
303.6
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(12.6
|
)
|
|
—
|
|
|
(12.6
|
)
|
|
(37.6
|
)
|
|
—
|
|
|
(37.6
|
)
|
||||||
Depreciation and amortization
|
(41.7
|
)
|
|
—
|
|
|
(41.7
|
)
|
|
(112.0
|
)
|
|
—
|
|
|
(112.0
|
)
|
||||||
Income from continuing operations before income taxes
|
$
|
73.8
|
|
|
$
|
6.0
|
|
|
$
|
79.8
|
|
|
$
|
151.7
|
|
|
$
|
2.4
|
|
|
$
|
154.0
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
Net income
|
$
|
45,410
|
|
|
$
|
3,715
|
|
|
$
|
49,125
|
|
|
$
|
93,392
|
|
|
$
|
1,463
|
|
|
$
|
94,855
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of tax
|
(12,944
|
)
|
|
(7
|
)
|
|
(12,951
|
)
|
|
(10,601
|
)
|
|
(10
|
)
|
|
(10,611
|
)
|
||||||
Comprehensive income
|
$
|
32,466
|
|
|
$
|
3,708
|
|
|
$
|
36,174
|
|
|
$
|
82,791
|
|
|
$
|
1,453
|
|
|
$
|
84,244
|
|
Comprehensive income attributable to non-controlling interests
|
139
|
|
|
—
|
|
|
139
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||
Comprehensive income attributable to
MasTec, Inc.
|
$
|
32,327
|
|
|
$
|
3,708
|
|
|
$
|
36,035
|
|
|
$
|
82,743
|
|
|
$
|
1,453
|
|
|
$
|
84,196
|
|
|
September 30, 2014
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
7,067
|
|
|
$
|
—
|
|
|
$
|
7,067
|
|
Accounts receivable, net of allowance
|
1,389,903
|
|
|
(4,225
|
)
|
|
1,385,678
|
|
|||
Inventories, net
|
105,038
|
|
|
—
|
|
|
105,038
|
|
|||
Prepaid expenses and other current assets, including discontinued operations
|
71,944
|
|
|
—
|
|
|
71,944
|
|
|||
Total current assets
|
$
|
1,573,952
|
|
|
$
|
(4,225
|
)
|
|
$
|
1,569,727
|
|
Property and equipment, net
|
614,359
|
|
|
—
|
|
|
614,359
|
|
|||
Goodwill
|
1,000,024
|
|
|
—
|
|
|
1,000,024
|
|
|||
Other intangible assets, net
|
222,212
|
|
|
—
|
|
|
222,212
|
|
|||
Other long-term assets, including discontinued operations
|
59,579
|
|
|
—
|
|
|
59,579
|
|
|||
Total assets
|
$
|
3,470,126
|
|
|
$
|
(4,225
|
)
|
|
$
|
3,465,901
|
|
Liabilities and equity
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
$
|
71,798
|
|
|
$
|
—
|
|
|
$
|
71,798
|
|
Accounts payable
|
481,840
|
|
|
—
|
|
|
481,840
|
|
|||
Accrued salaries and wages
|
82,083
|
|
|
—
|
|
|
82,083
|
|
|||
Other accrued expenses
|
82,054
|
|
|
898
|
|
|
82,952
|
|
|||
Acquisition-related contingent consideration, current
|
39,126
|
|
|
—
|
|
|
39,126
|
|
|||
Billings in excess of costs and earnings
|
130,997
|
|
|
(1,265
|
)
|
|
129,732
|
|
|||
Other current liabilities, including discontinued operations
|
22,976
|
|
|
(5,311
|
)
|
|
17,665
|
|
|||
Total current liabilities
|
$
|
910,874
|
|
|
$
|
(5,678
|
)
|
|
$
|
905,196
|
|
Acquisition-related contingent consideration, net of current portion
|
115,649
|
|
|
—
|
|
|
115,649
|
|
|||
Long-term debt
|
1,088,289
|
|
|
—
|
|
|
1,088,289
|
|
|||
Long-term deferred tax liabilities, net
|
180,449
|
|
|
—
|
|
|
180,449
|
|
|||
Other long-term liabilities
|
45,978
|
|
|
—
|
|
|
45,978
|
|
|||
Total liabilities
|
$
|
2,341,239
|
|
|
$
|
(5,678
|
)
|
|
$
|
2,335,561
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
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 - 87,106,042 as of September 30, 2014
|
8,711
|
|
|
—
|
|
|
8,711
|
|
|||
Capital surplus
|
781,400
|
|
|
—
|
|
|
781,400
|
|
|||
Contributed shares
|
6,002
|
|
|
—
|
|
|
6,002
|
|
|||
Retained earnings
|
435,208
|
|
|
1,463
|
|
|
436,671
|
|
|||
Accumulated other comprehensive loss
|
(23,887
|
)
|
|
(10
|
)
|
|
(23,897
|
)
|
|||
Treasury stock, at cost: 5,262,831 shares as of September 30, 2014
|
(83,385
|
)
|
|
—
|
|
|
(83,385
|
)
|
|||
Total MasTec, Inc. shareholders’ equity
|
$
|
1,124,049
|
|
|
$
|
1,453
|
|
|
$
|
1,125,502
|
|
Non-controlling interests
|
$
|
4,838
|
|
|
$
|
—
|
|
|
$
|
4,838
|
|
Total equity
|
$
|
1,128,887
|
|
|
$
|
1,453
|
|
|
$
|
1,130,340
|
|
Total liabilities and equity
|
$
|
3,470,126
|
|
|
$
|
(4,225
|
)
|
|
$
|
3,465,901
|
|
|
For the Nine Months Ended September 30,
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
93,392
|
|
|
$
|
1,463
|
|
|
$
|
94,855
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
111,996
|
|
|
—
|
|
|
111,996
|
|
|||
Non-cash interest expense
|
6,052
|
|
|
—
|
|
|
6,052
|
|
|||
Non-cash stock-based compensation expense
|
11,584
|
|
|
—
|
|
|
11,584
|
|
|||
Excess tax benefit from stock-based compensation
|
(3,494
|
)
|
|
—
|
|
|
(3,494
|
)
|
|||
Provision for deferred income taxes
|
4,294
|
|
|
—
|
|
|
4,294
|
|
|||
Other non-cash items
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|||
(Gains) losses on sales of assets, including impairment charges on discontinued operations
|
(4,068
|
)
|
|
—
|
|
|
(4,068
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(131,175
|
)
|
|
4,225
|
|
|
(126,950
|
)
|
|||
Inventories
|
(27,553
|
)
|
|
—
|
|
|
(27,553
|
)
|
|||
Other assets, current and long-term portion
|
5,202
|
|
|
—
|
|
|
5,202
|
|
|||
Accounts payable and accrued expenses
|
14,521
|
|
|
898
|
|
|
15,419
|
|
|||
Billings in excess of costs and earnings
|
4,171
|
|
|
(1,275
|
)
|
|
2,896
|
|
|||
Book overdrafts
|
(10,399
|
)
|
|
—
|
|
|
(10,399
|
)
|
|||
Other liabilities, current and long-term portion
|
5,360
|
|
|
(5,311
|
)
|
|
49
|
|
|||
Net cash provided by operating activities
|
$
|
81,019
|
|
|
$
|
—
|
|
|
$
|
81,019
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
(162,901
|
)
|
|
—
|
|
|
(162,901
|
)
|
|||
Capital expenditures
|
(90,962
|
)
|
|
—
|
|
|
(90,962
|
)
|
|||
Proceeds from sale of property and equipment
|
12,204
|
|
|
—
|
|
|
12,204
|
|
|||
Proceeds from disposal of business, net of cash divested
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payments for other investments, net
|
(1,046
|
)
|
|
—
|
|
|
(1,046
|
)
|
|||
Net cash used in investing activities
|
$
|
(242,705
|
)
|
|
$
|
—
|
|
|
$
|
(242,705
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from credit facilities
|
1,319,623
|
|
|
—
|
|
|
1,319,623
|
|
|||
Repayments of credit facilities
|
(955,151
|
)
|
|
—
|
|
|
(955,151
|
)
|
|||
Repayment of senior notes, including convertible notes
|
(105,325
|
)
|
|
—
|
|
|
(105,325
|
)
|
|||
Repayments of other borrowings
|
(15,827
|
)
|
|
—
|
|
|
(15,827
|
)
|
|||
Payments of capital lease obligations
|
(38,358
|
)
|
|
—
|
|
|
(38,358
|
)
|
|||
Proceeds from stock-based awards, net of tax withholdings
|
318
|
|
|
—
|
|
|
318
|
|
|||
Excess tax benefit from stock-based compensation
|
3,494
|
|
|
—
|
|
|
3,494
|
|
|||
Payments of acquisition-related contingent consideration
|
(60,341
|
)
|
|
—
|
|
|
(60,341
|
)
|
|||
Payments of financing costs, including call premiums on extinguishment of debt
|
(1,455
|
)
|
|
—
|
|
|
(1,455
|
)
|
|||
Net cash provided by financing activities
|
$
|
146,978
|
|
|
$
|
—
|
|
|
$
|
146,978
|
|
Effect of currency translation on cash
|
(1,152
|
)
|
|
—
|
|
|
(1,152
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(15,860
|
)
|
|
$
|
—
|
|
|
$
|
(15,860
|
)
|
Cash and cash equivalents - beginning of period
|
$
|
22,927
|
|
|
$
|
—
|
|
|
$
|
22,927
|
|
Cash and cash equivalents - end of period
|
$
|
7,067
|
|
|
$
|
—
|
|
|
$
|
7,067
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to MasTec:
|
|
|
|
|
|
||||||
Net income, continuing operations - basic
(a)
|
$
|
122,375
|
|
|
$
|
147,492
|
|
|
$
|
116,639
|
|
Interest expense, net of tax, 2009 Convertible Notes
|
181
|
|
|
315
|
|
|
311
|
|
|||
Net income, continuing operations - diluted
|
$
|
122,556
|
|
|
$
|
147,807
|
|
|
$
|
116,950
|
|
Net loss from discontinued operations - basic and diluted
(a)
|
(6,452
|
)
|
|
(6,542
|
)
|
|
(9,213
|
)
|
|||
Net income attributable to MasTec - diluted
|
$
|
116,104
|
|
|
$
|
141,265
|
|
|
$
|
107,737
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
79,953
|
|
|
76,923
|
|
|
78,275
|
|
|||
Dilutive common stock equivalents
|
813
|
|
|
777
|
|
|
883
|
|
|||
Dilutive premium shares, 2011 Convertible Notes
|
4,971
|
|
|
6,395
|
|
|
2,118
|
|
|||
Dilutive shares, 2009 Convertible Notes
|
459
|
|
|
806
|
|
|
806
|
|
|||
Weighted average shares outstanding - diluted
|
86,196
|
|
|
84,901
|
|
|
82,082
|
|
(a)
|
Calculated as total net income (loss) less amounts attributable to non-controlling interests.
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||
Premium Share Information:
|
|
2011 4.0%
Notes
|
|
2011 4.25%
Notes
|
|
2011 4.0%
Notes
|
|
2011 4.25%
Notes
|
||||||||
Number of conversion shares, principal amount
|
|
6,683
|
|
|
6,268
|
|
|
6,683
|
|
|
6,268
|
|
||||
Per share price, actual average
|
|
$
|
30.86
|
|
|
$
|
30.86
|
|
|
$
|
18.68
|
|
|
$
|
18.68
|
|
Premium value
|
|
$
|
100,911
|
|
|
$
|
96,423
|
|
|
$
|
19,494
|
|
|
$
|
20,064
|
|
Premium shares
|
|
3,270
|
|
|
3,125
|
|
|
1,044
|
|
|
1,074
|
|
Acquisition consideration:
|
October 1, 2014
|
||
Cash
|
$
|
198.0
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Accounts receivable
|
$
|
180.6
|
|
Other current assets, including $18.0 million of cash acquired
|
50.3
|
|
|
Property, equipment and other long-term assets, including deferred tax asset
|
18.0
|
|
|
Finite-lived intangible assets
|
42.6
|
|
|
Billings in excess of costs and earnings
|
(33.3
|
)
|
|
Other current liabilities, including current portion of capital lease obligations
|
(89.8
|
)
|
|
Long-term liabilities, including capital lease obligations
|
(21.1
|
)
|
|
Total identifiable net assets
|
$
|
147.3
|
|
Goodwill
|
$
|
50.7
|
|
Total net assets acquired, including goodwill
|
$
|
198.0
|
|
|
Fair Value
(in millions)
|
|
Weighted Average Useful Life
(in years)
|
||
Finite-lived intangible assets:
|
|
||||
Backlog
|
$
|
4.7
|
|
|
5
|
Trade name
|
1.1
|
|
|
4
|
|
Non-compete agreements
|
0.3
|
|
|
4
|
|
Customer relationships
|
36.5
|
|
|
18
|
|
Total acquired finite-lived intangible assets
|
$
|
42.6
|
|
|
16
|
Acquisition consideration:
|
June 1, 2014
|
||
Cash
|
$
|
126.5
|
|
Fair value of contingent consideration (earn-out liability)
|
24.3
|
|
|
Total consideration transferred
|
$
|
150.8
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets, including $3.4 million of cash acquired
|
$
|
114.0
|
|
Property and equipment
|
81.2
|
|
|
Pre-qualifications
|
38.7
|
|
|
Finite-lived intangible assets
|
19.4
|
|
|
Current liabilities, including current portion of capital lease obligations and long-term debt
|
(71.8
|
)
|
|
Net equity method investment obligations
|
(31.0
|
)
|
|
Long-term debt, including capital lease obligations
|
(69.6
|
)
|
|
Deferred income taxes
|
(30.5
|
)
|
|
Total identifiable net assets
|
$
|
50.4
|
|
Goodwill
|
$
|
100.4
|
|
Total net assets acquired, including goodwill
|
$
|
150.8
|
|
|
Fair Value
(in millions)
|
|
Weighted Average Useful Life
(in years)
|
||
Finite-lived intangible assets:
|
|
||||
Backlog
|
$
|
6.1
|
|
|
3
|
Non-compete agreements
|
2.3
|
|
|
9
|
|
Customer relationships
|
11.0
|
|
|
8
|
|
Total acquired finite-lived intangible assets
|
$
|
19.4
|
|
|
6
|
Acquisition consideration:
|
May 1, 2013
|
||
Cash
|
$
|
103.5
|
|
Fair value of contingent consideration (earn-out liability)
|
25.3
|
|
|
Total consideration transferred
|
$
|
128.8
|
|
Identifiable assets acquired and liabilities assumed:
|
|
|
|
Current assets
|
$
|
69.0
|
|
Property and equipment
|
43.5
|
|
|
Pre-qualifications
|
29.6
|
|
|
Finite-lived intangible assets
|
10.7
|
|
|
Current liabilities, including current portion of capital lease obligations and long-term debt
|
(24.4
|
)
|
|
Long-term debt, including capital lease obligations
|
(23.0
|
)
|
|
Deferred income taxes
|
(14.4
|
)
|
|
Total identifiable net assets
|
$
|
91.0
|
|
Goodwill
|
$
|
37.8
|
|
Total net assets acquired, including goodwill
|
$
|
128.8
|
|
|
Fair Value
(in millions)
|
|
Weighted Average Useful Life
(in years)
|
||
Finite-lived intangible assets:
|
|
||||
Backlog
|
$
|
1.9
|
|
|
3
|
Non-compete agreements
|
1.8
|
|
|
9
|
|
Customer relationships
|
7.0
|
|
|
7
|
|
Total acquired finite-lived intangible assets
|
$
|
10.7
|
|
|
6
|
As of December 31, 2013:
|
As Previously Reported
|
|
Measurement Period Adjustments
|
|
As Revised
|
||||||
Current assets
|
$
|
1,306.0
|
|
|
$
|
1.0
|
|
|
$
|
1,307.0
|
|
Goodwill
|
$
|
899.4
|
|
|
$
|
2.6
|
|
|
$
|
902.0
|
|
Current liabilities
|
$
|
825.5
|
|
|
$
|
3.7
|
|
|
$
|
829.2
|
|
Long-term deferred tax liabilities, net
|
$
|
154.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
154.8
|
|
|
For the Years Ended December 31,
|
||||||||||
Actual of acquirees
(year-over-year impact)
:
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
565.4
|
|
|
$
|
406.6
|
|
|
$
|
170.8
|
|
Net (loss) income from continuing operations
(a)
|
$
|
0.7
|
|
|
$
|
20.0
|
|
|
$
|
11.8
|
|
(a)
|
Acquiree net (loss) income from continuing operations for the year ended
December 31, 2014
includes approximately
$5.0 million
of the
$5.3 million
total acquisition integration costs incurred in connection with the WesTower acquisition. The above results, however, do not include other acquisition-related costs of
$2.7 million
,
$1.9 million
and
$0.7 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, which are included within general and administrative expenses in the Company’s consolidated statements of operations. The above results also do not include interest expense associated with consideration paid for these acquisitions.
|
|
Communications
|
|
Oil and Gas
|
|
Electrical
Transmission
|
|
Power
Generation and Industrial
|
|
Total Goodwill
|
||||||||||
Balance as of December 31, 2012
|
$
|
306.1
|
|
|
$
|
273.4
|
|
|
$
|
129.5
|
|
|
$
|
117.6
|
|
|
$
|
826.6
|
|
Additions from new business combinations
|
7.1
|
|
|
37.8
|
|
|
20.4
|
|
|
—
|
|
|
65.3
|
|
|||||
Accruals of acquisition-related contingent consideration, net
(a)
|
13.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
|||||
Currency translation adjustments
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||
Balance as of December 31, 2013
|
$
|
326.8
|
|
|
$
|
307.7
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
902.0
|
|
Additions from new business combinations
|
84.4
|
|
|
100.4
|
|
|
—
|
|
|
—
|
|
|
184.8
|
|
|||||
Accruals of acquisition-related contingent consideration, net
(a)
|
6.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||
Currency translation adjustments
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Balance as of December 31, 2014
|
$
|
417.7
|
|
|
$
|
397.3
|
|
|
$
|
149.9
|
|
|
$
|
117.6
|
|
|
$
|
1,082.5
|
|
(a)
|
Represents contingent consideration for acquisitions prior to January 1, 2009, which is accrued as earned, in accordance with U.S. GAAP.
|
|
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, 2012
|
$
|
34.8
|
|
|
$
|
31.3
|
|
|
$
|
109.6
|
|
|
$
|
19.8
|
|
|
$
|
195.5
|
|
Accumulated amortization
|
|
|
|
|
(48.3
|
)
|
|
(10.2
|
)
|
|
(58.5
|
)
|
|||||||
Other intangible assets, net, as of December 31, 2012
|
$
|
34.8
|
|
|
$
|
31.3
|
|
|
$
|
61.3
|
|
|
$
|
9.6
|
|
|
$
|
137.0
|
|
Additions from new business combinations
|
—
|
|
|
29.6
|
|
|
19.5
|
|
|
2.8
|
|
|
51.9
|
|
|||||
Amortization expense
|
|
|
|
|
(19.6
|
)
|
|
(1.6
|
)
|
|
(21.2
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|||||
Other intangible assets, net, as of December 31, 2013
|
$
|
34.8
|
|
|
$
|
59.4
|
|
|
$
|
60.7
|
|
|
$
|
10.7
|
|
|
$
|
165.6
|
|
Additions from new business combinations
|
—
|
|
|
38.7
|
|
|
73.4
|
|
|
4.2
|
|
|
116.3
|
|
|||||
Amortization expense
|
|
|
|
|
(23.2
|
)
|
|
(1.9
|
)
|
|
(25.1
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
|
(4.8
|
)
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(6.4
|
)
|
|||||
Other intangible assets, net, as of December 31, 2014
|
$
|
34.8
|
|
|
$
|
93.3
|
|
|
$
|
109.5
|
|
|
$
|
12.8
|
|
|
$
|
250.4
|
|
Remaining weighted average amortization period (in years)
|
|
|
|
|
|
13
|
|
11
|
|
13
|
(a)
|
Consists principally of trade names and non-compete agreements.
|
|
Amortization
Expense |
||
2015
|
$
|
29.8
|
|
2016
|
21.5
|
|
|
2017
|
16.9
|
|
|
2018
|
13.1
|
|
|
2019
|
8.7
|
|
|
Thereafter
|
32.3
|
|
|
Total
|
$
|
122.3
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
4.875% Senior Notes
|
$
|
400.0
|
|
|
$
|
375.0
|
|
|
$
|
400.0
|
|
|
$
|
380.0
|
|
2009 Convertible Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.6
|
|
|
$
|
26.6
|
|
2011 Convertible Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198.3
|
|
|
$
|
428.3
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Contract billings
|
$
|
669.7
|
|
|
$
|
598.2
|
|
Retainage
|
162.2
|
|
|
159.3
|
|
||
Costs and earnings in excess of billings
|
485.6
|
|
|
392.9
|
|
||
Accounts receivable, gross
|
$
|
1,317.5
|
|
|
$
|
1,150.4
|
|
Less allowance for doubtful accounts
|
(13.9
|
)
|
|
(15.7
|
)
|
||
Accounts receivable, net
|
$
|
1,303.6
|
|
|
$
|
1,134.7
|
|
|
For the Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Allowance for doubtful accounts at beginning of year
|
$
|
15.7
|
|
|
$
|
11.3
|
|
Provision for doubtful accounts
|
1.8
|
|
|
6.1
|
|
||
Amounts charged against the allowance
|
(3.6
|
)
|
|
(1.7
|
)
|
||
Allowance for doubtful accounts at end of year
|
$
|
13.9
|
|
|
$
|
15.7
|
|
|
December 31,
|
|
|
||||||
|
2014
|
|
2013
|
|
Estimated Useful Lives
(in years)
|
||||
Land
|
$
|
4.6
|
|
|
$
|
4.8
|
|
|
|
Buildings and leasehold improvements
|
19.9
|
|
|
18.0
|
|
|
3 – 40
|
||
Machinery and equipment
|
926.1
|
|
|
727.1
|
|
|
2 – 20
|
||
Office furniture and equipment
|
126.1
|
|
|
102.5
|
|
|
3 – 7
|
||
Construction in progress
|
12.0
|
|
|
11.0
|
|
|
|
||
Total property and equipment
|
$
|
1,088.7
|
|
|
$
|
863.4
|
|
|
|
Less accumulated depreciation and amortization
|
(465.6
|
)
|
|
(375.3
|
)
|
|
|
||
Property and equipment, net
|
$
|
623.1
|
|
|
$
|
488.1
|
|
|
|
|
|
|
|
December 31,
|
||||||
Description
|
|
Maturity Date
|
|
2014
|
|
2013
|
||||
Senior secured credit facility:
|
|
|
|
|
|
|
||||
Revolving loans
|
|
October 29, 2018
|
|
$
|
282.7
|
|
|
$
|
53.0
|
|
Term loan
|
|
November 21, 2019
|
|
250.0
|
|
|
—
|
|
||
4.875% senior notes
|
|
March 15, 2023
|
|
400.0
|
|
|
400.0
|
|
||
2011 4.0% senior convertible notes
|
|
June 15, 2014
|
|
—
|
|
|
103.8
|
|
||
2011 4.25% senior convertible notes
|
|
December 15, 2014
|
|
—
|
|
|
94.5
|
|
||
2009 4.0% senior convertible notes
|
|
June 15, 2014
|
|
—
|
|
|
9.6
|
|
||
2009 4.25% senior convertible notes
|
|
December 15, 2014
|
|
—
|
|
|
3.0
|
|
||
Other credit facilities
|
|
Varies
|
|
1.2
|
|
|
—
|
|
||
Capital lease obligations, weighted average interest rate of 2.8%
|
|
In installments through June 13, 2021
|
|
176.5
|
|
|
126.0
|
|
||
Notes payable, equipment, weighted average interest rate of 2.8%
|
|
In installments through May 1, 2018
|
|
24.4
|
|
|
26.9
|
|
||
Total debt
|
|
$
|
1,134.8
|
|
|
$
|
816.8
|
|
||
Less current maturities
|
|
(73.6
|
)
|
|
(51.4
|
)
|
||||
Long-term debt
|
|
$
|
1,061.2
|
|
|
$
|
765.4
|
|
2015
|
$
|
73.6
|
|
2016
|
71.1
|
|
|
2017
|
53.1
|
|
|
2018
|
318.5
|
|
|
2019
|
218.0
|
|
|
Thereafter
|
400.5
|
|
|
Total
|
$
|
1,134.8
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense:
|
|
|
|
|
|
||||||
Contractual and other interest expense
|
$
|
43.5
|
|
|
$
|
37.6
|
|
|
$
|
29.2
|
|
Accretion of senior convertible note discount
|
4.0
|
|
|
5.2
|
|
|
4.9
|
|
|||
Amortization of deferred financing costs
|
3.4
|
|
|
4.0
|
|
|
3.7
|
|
|||
Total interest expense
|
$
|
50.9
|
|
|
$
|
46.8
|
|
|
$
|
37.8
|
|
Interest income
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Interest expense, net
|
$
|
50.8
|
|
|
$
|
46.4
|
|
|
$
|
37.4
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2015
|
$
|
65.6
|
|
|
$
|
69.5
|
|
2016
|
52.1
|
|
|
44.3
|
|
||
2017
|
39.3
|
|
|
25.2
|
|
||
2018
|
22.8
|
|
|
13.8
|
|
||
2019
|
6.2
|
|
|
4.3
|
|
||
Thereafter
|
0.5
|
|
|
3.0
|
|
||
Total minimum lease payments
|
$
|
186.5
|
|
|
$
|
160.1
|
|
Less amounts representing interest
|
(10.0
|
)
|
|
|
|||
Total capital lease obligations, net of interest
|
$
|
176.5
|
|
|
|
||
Less current portion
|
(61.2
|
)
|
|
|
|||
Long-term portion of capital lease obligations, net of interest
|
$
|
115.3
|
|
|
|
Activity, restricted shares:
|
Restricted
Shares |
|
Per Share
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested restricted shares, as of December 31, 2012
|
782,281
|
|
|
$
|
19.10
|
|
Granted
|
431,346
|
|
|
31.04
|
|
|
Vested
|
(68,122
|
)
|
|
18.83
|
|
|
Canceled/forfeited
|
(21,960
|
)
|
|
14.93
|
|
|
Non-vested restricted shares, as of December 31, 2013
|
1,123,545
|
|
|
$
|
23.78
|
|
Granted
|
972,754
|
|
|
26.88
|
|
|
Vested
|
(659,212
|
)
|
|
25.27
|
|
|
Canceled/forfeited
|
(22,442
|
)
|
|
17.38
|
|
|
Non-vested restricted shares, as of December 31, 2014
|
1,414,645
|
|
|
$
|
25.32
|
|
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, 2012
|
1,043,825
|
|
|
$
|
10.50
|
|
|
2.33
|
|
$
|
15.1
|
|
Exercised
|
(513,254
|
)
|
|
10.04
|
|
|
|
|
|
|||
Canceled/forfeited
|
(35,000
|
)
|
|
7.74
|
|
|
|
|
|
|||
Options outstanding and exercisable as of December 31, 2013
|
495,571
|
|
|
$
|
11.17
|
|
|
1.96
|
|
$
|
10.7
|
|
Exercised
|
(210,900
|
)
|
|
9.97
|
|
|
|
|
|
|||
Canceled/forfeited
|
—
|
|
|
|
|
|
|
|
||||
Options outstanding and exercisable as of December 31, 2014
|
284,671
|
|
|
$
|
12.06
|
|
|
1.29
|
|
$
|
3.0
|
|
(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.
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash proceeds
(in millions)
|
$
|
3.3
|
|
|
$
|
6.4
|
|
|
$
|
1.3
|
|
Common shares issued
|
136,918
|
|
|
454,523
|
|
|
90,614
|
|
|||
Weighted average price per share
|
$
|
24.33
|
|
|
$
|
14.19
|
|
|
$
|
14.37
|
|
Weighted average per share grant date fair value
|
$
|
5.81
|
|
|
$
|
5.60
|
|
|
$
|
4.19
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Non-cash stock-based compensation expense
|
$
|
15.9
|
|
|
$
|
12.9
|
|
|
$
|
4.4
|
|
Income Tax Effects:
|
|
|
|
|
|
||||||
Income tax benefit from non-cash stock-based compensation
|
$
|
8.7
|
|
|
$
|
9.7
|
|
|
$
|
2.5
|
|
Excess tax benefit from non-cash stock-based compensation
(a)
|
$
|
3.7
|
|
|
$
|
4.3
|
|
|
$
|
0.8
|
|
(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 consolidated statements of cash flows.
|
|
|
|
Contributions
(in millions)
For the Years Ended December 31,
|
|
Pension Protection Act Zone Status
|
|
|
|
||||||||||||||
Multi-Employer
Pension Plan
|
Employer Identification Number
|
Plan Number
|
2014
|
|
2013
|
|
2012
|
Expiration
Date of CBA
|
2014
|
As of
|
|
2013
|
As of
|
|
FIP/RP Status
|
Surcharge
|
||||||
Central Pension Fund of the I.U.O.E and Participating Employers
|
366052390
|
001
|
$
|
6.5
|
|
|
$
|
10.8
|
|
|
$
|
6.0
|
|
06/01/2017
|
Green
|
01/31/2014
|
(a)
|
Green
|
01/31/2013
|
(a)
|
NA
|
No
|
Pipeline Industry Pension Fund
|
736146433
|
001
|
4.8
|
|
|
9.8
|
|
|
8.9
|
|
06/02/2017
|
Green
|
12/31/2013
|
(b)
|
Green
|
12/31/2012
|
(b)
|
NA
|
No
|
|||
Michigan Laborers' Pension Fund
|
386233976
|
001
|
2.1
|
|
|
4.3
|
|
|
0.9
|
|
06/01/2017
|
Yellow
|
08/31/2014
|
(a)
|
Yellow
|
08/31/2013
|
(a)
|
Implemented
|
No
|
|||
Teamsters National Pipe Line Pension Fund
|
461102851
|
001
|
1.7
|
|
|
2.7
|
|
|
1.4
|
|
06/01/2017
|
Green
|
12/31/2013
|
(b)
|
Green
|
12/31/2012
|
(b)
|
NA
|
No
|
|||
Operating Engineers' Local 324 Pension Fund
|
381900637
|
001
|
1.7
|
|
|
4.5
|
|
|
0.8
|
|
06/01/2017
|
Red
|
04/30/2014
|
|
Red
|
04/30/2013
|
|
Implemented
|
No
|
|||
I.B.E.W. Local 769 Management Pension Plan A
|
866049763
|
001
|
1.6
|
|
|
0.7
|
|
|
0.1
|
|
07/30/2016
|
Green
|
06/30/2014
|
(b)
|
Green
|
06/30/2013
|
(b)
|
NA
|
No
|
|||
Laborers' District Council of Western Pennsylvania Pension Fund
|
256135576
|
001
|
1.5
|
|
|
0.4
|
|
|
0.6
|
|
06/01/2017
|
Red
|
12/31/2013
|
|
Red
|
12/31/2012
|
|
Implemented
|
No
|
|||
Operating Engineers' Construction Industry and Misc. Pension Fund
|
256135579
|
001
|
1.2
|
|
|
0.1
|
|
|
0.5
|
|
06/01/2017
|
Green
|
12/31/2013
|
(a)
|
Green
|
12/31/2012
|
(a)
|
NA
|
No
|
|||
Laborers' Local Union No. 158 Pension Fund
|
236580323
|
001
|
1.0
|
|
|
0.5
|
|
|
0.6
|
|
06/01/2017
|
Green
|
12/31/2013
|
|
Green
|
12/31/2012
|
(b)
|
NA
|
No
|
|||
Eighth District Electrical Pension Fund
|
846100393
|
001
|
0.9
|
|
|
2.2
|
|
|
1.3
|
|
02/28/2018
|
Green
|
03/31/2014
|
|
Green
|
03/31/2013
|
|
NA
|
No
|
|||
National Electrical Benefit Fund
|
530181657
|
001
|
0.9
|
|
|
0.2
|
|
|
0.0
|
|
12/31/2015
|
Green
|
12/31/2013
|
|
Green
|
12/31/2012
|
|
NA
|
No
|
|||
Laborers' National Pension Fund
|
751280827
|
001
|
0.8
|
|
|
1.1
|
|
|
1.5
|
|
06/01/2017
|
Green
|
12/31/2013
|
|
Green
|
12/31/2012
|
|
NA
|
No
|
|||
Midwest Operating Engineers Pension Trust Fund
|
366140097
|
001
|
0.7
|
|
|
0.7
|
|
|
0.0
|
|
06/01/2017
|
Yellow
|
03/31/2014
|
(a)
|
Yellow
|
03/31/2013
|
(a)
|
Implemented
|
No
|
|||
I.U.O.E. Pension Plan of Eastern Pennsylvania and Delaware
|
236405239
|
001
|
0.6
|
|
|
0.2
|
|
|
0.5
|
|
06/01/2017
|
Green
|
12/31/2013
|
|
Red
|
12/31/2012
|
|
NA
|
No
|
|||
Other funds
|
|
|
5.9
|
|
(c)
|
6.4
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|||
Total multi-employer pension plan contributions
|
|
|
$
|
31.9
|
|
|
$
|
44.6
|
|
|
$
|
27.9
|
|
|
|
|
|
|
|
|
|
|
(a)
|
This plan has utilized extended amortization provisions, which provide plans with extensions of time to amortize pension funding shortfalls.
|
(b)
|
The Company’s contributions to this plan represent greater than
5%
of the plan’s total contributions.
|
(c)
|
Includes approximately
$0.9 million
U.S. dollars of contributions to Canadian multi-employer pension plans associated with the Company’s 2014 acquisition of Pacer, a Canadian company that employs union resources subject to collective bargaining agreements in connection with certain of its project work. Canadian multi-employer pension plans are not subject to the provisions of ERISA or the funding rules under the PPA that apply to U.S. registered multi-employer pension plans. Contributions to Canadian multi-employer pension plans are based on fixed amounts per hour per employee for employees covered under these plans.
|
|
Multi-Employer Plans
|
||||||||||||||||
|
Covered Employees
|
|
Contributions
(U.S. dollars in millions)
|
||||||||||||||
For the Years Ended December 31:
|
Low
|
|
High
|
|
Pension
|
|
Post-Retirement Benefit
|
|
Total
|
||||||||
2014
|
590
|
|
|
2,167
|
|
|
$
|
31.9
|
|
|
$
|
4.5
|
|
|
$
|
36.4
|
|
2013
|
778
|
|
|
2,734
|
|
|
$
|
44.6
|
|
|
$
|
3.6
|
|
|
$
|
48.2
|
|
2012
|
308
|
|
|
2,509
|
|
|
$
|
27.9
|
|
|
$
|
1.3
|
|
|
$
|
29.2
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||||
|
|
Unrealized (Losses) Gains
|
||||||||||||||||||||||||||||||||||
|
|
Foreign Currency
|
|
Other
|
|
Total
|
|
Foreign Currency
|
|
Other
|
|
Total
|
|
Foreign Currency
|
|
Other
|
|
Total
|
||||||||||||||||||
Balance as of January 1
|
|
$
|
(7,998
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(13,286
|
)
|
|
$
|
(105
|
)
|
|
$
|
(5,396
|
)
|
|
$
|
(5,501
|
)
|
|
$
|
(2,029
|
)
|
|
$
|
(5,917
|
)
|
|
$
|
(7,946
|
)
|
Activity before reclassifications, net of tax
|
|
(20,718
|
)
|
|
—
|
|
|
(20,718
|
)
|
|
(7,893
|
)
|
|
337
|
|
|
(7,556
|
)
|
|
1,924
|
|
|
521
|
|
|
2,445
|
|
|||||||||
Reclassifications, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
(229
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Activity, net of tax
|
|
$
|
(20,718
|
)
|
|
$
|
—
|
|
|
$
|
(20,718
|
)
|
|
$
|
(7,893
|
)
|
|
$
|
108
|
|
|
$
|
(7,785
|
)
|
|
$
|
1,924
|
|
|
$
|
521
|
|
|
$
|
2,445
|
|
Balance as of December 31
|
|
$
|
(28,716
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(34,004
|
)
|
|
$
|
(7,998
|
)
|
|
$
|
(5,288
|
)
|
|
$
|
(13,286
|
)
|
|
$
|
(105
|
)
|
|
$
|
(5,396
|
)
|
|
$
|
(5,501
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
47.3
|
|
|
$
|
77.0
|
|
|
$
|
48.7
|
|
Foreign
|
3.9
|
|
|
1.7
|
|
|
0.3
|
|
|||
State and local
|
6.6
|
|
|
10.9
|
|
|
12.4
|
|
|||
|
$
|
57.8
|
|
|
$
|
89.6
|
|
|
$
|
61.4
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
14.9
|
|
|
$
|
0.5
|
|
|
$
|
15.2
|
|
Foreign
|
2.7
|
|
|
(1.5
|
)
|
|
1.1
|
|
|||
State and local
|
1.0
|
|
|
3.9
|
|
|
(1.6
|
)
|
|||
|
$
|
18.6
|
|
|
$
|
2.9
|
|
|
$
|
14.7
|
|
Provision for income taxes
|
$
|
76.4
|
|
|
$
|
92.5
|
|
|
$
|
76.1
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued self-insurance
|
$
|
26.0
|
|
|
$
|
27.2
|
|
Operating loss carryforwards
|
17.8
|
|
|
9.0
|
|
||
Compensation and benefits
|
20.7
|
|
|
22.3
|
|
||
Bad debt
|
5.0
|
|
|
5.8
|
|
||
Other
|
15.9
|
|
|
9.3
|
|
||
Valuation allowance
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Total deferred tax assets
|
$
|
85.2
|
|
|
$
|
73.5
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
114.3
|
|
|
$
|
92.6
|
|
Goodwill
|
47.5
|
|
|
44.7
|
|
||
Other intangible assets
|
44.0
|
|
|
32.6
|
|
||
Gain on remeasurement of equity investee
|
11.2
|
|
|
11.3
|
|
||
Long-term contracts
|
28.7
|
|
|
17.0
|
|
||
Other
|
11.3
|
|
|
13.8
|
|
||
Total deferred tax liabilities
|
$
|
257.0
|
|
|
$
|
212.0
|
|
Net deferred tax liabilities
|
$
|
(171.8
|
)
|
|
$
|
(138.5
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Current deferred tax assets, net
|
$
|
31.7
|
|
|
$
|
16.3
|
|
Long-term deferred tax liabilities, net
|
(203.5
|
)
|
|
(154.8
|
)
|
||
Net deferred tax liabilities
|
$
|
(171.8
|
)
|
|
$
|
(138.5
|
)
|
|
For the Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
U.S. statutory federal rate applied to pretax income
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
3.7
|
|
|
4.0
|
|
|
3.4
|
|
Foreign tax rate differential
|
(1.3
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Non-deductible expenses
|
3.4
|
|
|
2.4
|
|
|
2.1
|
|
Change in state tax rate
|
(0.7
|
)
|
|
1.2
|
|
|
0.2
|
|
Domestic production activities deduction
|
(1.6
|
)
|
|
(2.5
|
)
|
|
(1.6
|
)
|
Other
|
(0.1
|
)
|
|
(0.8
|
)
|
|
1.2
|
|
Valuation allowance for deferred tax assets
|
0.1
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Effective income tax rate
|
38.5
|
%
|
|
38.5
|
%
|
|
39.5
|
%
|
|
For the Years Ended December 31,
|
||||||||||
Revenue:
|
2014
|
|
2013
|
|
2012
|
||||||
Communications
(a)
|
$
|
2,041.0
|
|
|
$
|
1,962.6
|
|
|
$
|
1,772.7
|
|
Oil and Gas
|
1,731.4
|
|
|
1,628.8
|
|
|
959.0
|
|
|||
Electrical Transmission
|
471.9
|
|
|
428.8
|
|
|
312.2
|
|
|||
Power Generation and Industrial
|
357.0
|
|
|
294.3
|
|
|
668.1
|
|
|||
Other
|
14.7
|
|
|
12.3
|
|
|
16.7
|
|
|||
Eliminations
|
(4.2
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|||
Consolidated revenue
|
$
|
4,611.8
|
|
|
$
|
4,324.8
|
|
|
$
|
3,726.8
|
|
(a)
|
Revenue generated by utilities customers represented
6.8%
,
6.9%
and
10.9%
of Communications segment revenue in
2014
,
2013
and
2012
, respectively.
|
|
For the Years Ended December 31,
|
||||||||||
EBITDA - Continuing Operations:
|
2014
|
|
2013
|
|
2012
|
||||||
Communications
|
$
|
204.0
|
|
|
$
|
247.7
|
|
|
$
|
192.0
|
|
Oil and Gas
|
195.1
|
|
|
215.9
|
|
|
99.4
|
|
|||
Electrical Transmission
|
45.0
|
|
|
41.2
|
|
|
38.7
|
|
|||
Power Generation and Industrial
|
14.2
|
|
|
(16.3
|
)
|
|
32.0
|
|
|||
Other
|
(1.2
|
)
|
|
0.5
|
|
|
2.0
|
|
|||
Corporate
|
(53.4
|
)
|
|
(61.4
|
)
|
|
(42.0
|
)
|
|||
Consolidated EBITDA - Continuing operations
|
$
|
403.7
|
|
|
$
|
427.6
|
|
|
$
|
322.1
|
|
|
For the Years Ended December 31,
|
||||||||||
Depreciation and Amortization:
|
2014
|
|
2013
|
|
2012
|
||||||
Communications
|
$
|
42.6
|
|
|
$
|
36.8
|
|
|
$
|
29.1
|
|
Oil and Gas
|
82.8
|
|
|
80.9
|
|
|
42.0
|
|
|||
Electrical Transmission
|
17.1
|
|
|
12.6
|
|
|
11.0
|
|
|||
Power Generation and Industrial
|
6.4
|
|
|
6.7
|
|
|
6.7
|
|
|||
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Corporate
|
5.6
|
|
|
3.9
|
|
|
3.1
|
|
|||
Consolidated depreciation and amortization
|
$
|
154.5
|
|
|
$
|
140.9
|
|
|
$
|
92.0
|
|
|
As of December 31,
|
||||||||||
Assets:
|
2014
|
|
2013
|
|
2012
|
||||||
Communications
|
$
|
1,197.4
|
|
|
$
|
973.5
|
|
|
$
|
843.5
|
|
Oil and Gas
|
1,389.5
|
|
|
1,060.8
|
|
|
809.2
|
|
|||
Electrical Transmission
|
489.5
|
|
|
449.3
|
|
|
311.2
|
|
|||
Power Generation and Industrial
|
340.1
|
|
|
324.5
|
|
|
323.8
|
|
|||
Other
|
24.6
|
|
|
22.8
|
|
|
6.9
|
|
|||
Corporate
|
122.9
|
|
|
79.8
|
|
|
95.5
|
|
|||
Consolidated segment assets
|
$
|
3,564.0
|
|
|
$
|
2,910.7
|
|
|
$
|
2,390.1
|
|
|
For the Years Ended December 31,
|
||||||||||
Capital Expenditures:
|
2014
|
|
2013
|
|
2012
|
||||||
Communications
|
$
|
23.4
|
|
|
$
|
25.1
|
|
|
$
|
19.2
|
|
Oil and Gas
|
44.2
|
|
|
67.4
|
|
|
40.3
|
|
|||
Electrical Transmission
|
25.8
|
|
|
17.6
|
|
|
11.5
|
|
|||
Power Generation and Industrial
|
6.7
|
|
|
5.7
|
|
|
5.6
|
|
|||
Corporate
|
9.2
|
|
|
10.3
|
|
|
2.8
|
|
|||
Consolidated capital expenditures
|
$
|
109.3
|
|
|
$
|
126.1
|
|
|
$
|
79.4
|
|
|
For the Years Ended December 31,
|
||||||||||
EBITDA Reconciliation:
|
2014
|
|
2013
|
|
2012
|
||||||
EBITDA - Continuing operations
|
$
|
403.7
|
|
|
$
|
427.6
|
|
|
$
|
322.1
|
|
Less:
|
|
|
|
|
|
||||||
Interest expense, net
|
(50.8
|
)
|
|
(46.4
|
)
|
|
(37.4
|
)
|
|||
Depreciation and amortization
|
(154.5
|
)
|
|
(140.9
|
)
|
|
(92.0
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
198.4
|
|
|
$
|
240.2
|
|
|
$
|
192.7
|
|
|
As of December 31,
|
||||||||||
Asset Reconciliation:
|
2014
|
|
2013
|
|
2012
|
||||||
Total segment assets
|
$
|
3,564.0
|
|
|
$
|
2,910.7
|
|
|
$
|
2,390.1
|
|
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
12.5
|
|
|
$
|
26.2
|
|
Total assets
|
$
|
3,564.0
|
|
|
$
|
2,923.2
|
|
|
$
|
2,416.3
|
|
|
For the Years Ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Customer:
|
|
|
|
|
|
AT&T
(a) (c)
|
21%
|
|
18%
|
|
18%
|
DIRECTV
® (b) (c)
|
12%
|
|
14%
|
|
17%
|
Enbridge, Inc.
(d)
|
8%
|
|
18%
|
|
3%
|
(a)
|
The Company's relationship with AT&T is based upon master service agreements, other service agreements and construction/installation contracts for AT&T's wireless, wireline/fiber and home security and automation businesses. Revenue from AT&T is included in the Communications segment.
|
(b)
|
The Company's relationship with DIRECTV® is based upon an agreement to provide installation and maintenance services for DIRECTV®. Revenue from DIRECTV® is included in the Communications segment.
|
(c)
|
AT&T acquired DIRECTV® in July 2015. On a combined basis, AT&T and DIRECTV® represented
33%
,
32%
and
34%
of consolidated revenue for the years ended
December 31, 2014
,
2013
and
2012
, respectively.
|
(d)
|
The Company's relationship with Enbridge, Inc. is based upon various construction contracts for natural gas pipelines. Revenue from Enbridge, Inc. is included in the Oil and Gas segment.
|
|
For the 2014 Quarters Ended
|
|
For the 2013 Quarters Ended
|
||||||||||||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||||||||||
|
As Restated
|
|
As Restated
|
|
As Restated
|
|
(b)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
957.8
|
|
|
$
|
1,107.2
|
|
|
$
|
1,315.5
|
|
|
$
|
1,231.3
|
|
|
$
|
918.6
|
|
|
$
|
977.6
|
|
|
$
|
1,269.4
|
|
|
$
|
1,159.1
|
|
Costs of revenue, excluding depreciation and amortization
|
$
|
841.3
|
|
|
$
|
950.7
|
|
|
$
|
1,122.9
|
|
|
$
|
1,063.1
|
|
|
$
|
791.5
|
|
|
$
|
822.7
|
|
|
$
|
1,081.1
|
|
|
$
|
987.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income from continuing operations
|
$
|
12.3
|
|
|
$
|
33.7
|
|
|
$
|
49.4
|
|
|
$
|
26.6
|
|
|
$
|
19.3
|
|
|
$
|
35.5
|
|
|
$
|
49.9
|
|
|
$
|
42.9
|
|
Net loss from discontinued operations
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(5.9
|
)
|
|
(0.9
|
)
|
|
(0.5
|
)
|
|
(3.7
|
)
|
|
(1.3
|
)
|
||||||||
Net (loss) income attributable to non-controlling interests
|
0.0
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
0.0
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||||
Net income attributable to
MasTec, Inc.
|
$
|
12.1
|
|
|
$
|
33.7
|
|
|
$
|
49.0
|
|
|
$
|
21.1
|
|
|
$
|
18.4
|
|
|
$
|
34.9
|
|
|
$
|
46.1
|
|
|
$
|
41.5
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.16
|
|
|
$
|
0.43
|
|
|
$
|
0.60
|
|
|
$
|
0.33
|
|
|
$
|
0.25
|
|
|
$
|
0.46
|
|
|
$
|
0.65
|
|
|
$
|
0.55
|
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.07
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.02
|
)
|
||||||||
Total basic earnings per share
(a)
|
$
|
0.16
|
|
|
$
|
0.43
|
|
|
$
|
0.60
|
|
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.46
|
|
|
$
|
0.60
|
|
|
$
|
0.54
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
$
|
0.14
|
|
|
$
|
0.39
|
|
|
$
|
0.57
|
|
|
$
|
0.32
|
|
|
$
|
0.23
|
|
|
$
|
0.42
|
|
|
$
|
0.59
|
|
|
$
|
0.50
|
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
(0.07
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
||||||||
Total diluted earnings per share
(a)
|
$
|
0.14
|
|
|
$
|
0.39
|
|
|
$
|
0.57
|
|
|
$
|
0.25
|
|
|
$
|
0.22
|
|
|
$
|
0.41
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
(a)
|
Earnings per share calculations, including the sum of the individual quarterly earnings per share amounts to the full year earnings per share amounts, may contain slight summation differences due to rounding.
|
(b)
|
Preliminary, unaudited fourth quarter and full year 2014 results were previously issued pursuant to a press release dated February 26, 2015 and not previously filed in a report under the Securities Exchange Act of 1934, as amended. The unaudited quarterly information for the three month period ended December 31, 2014 in the table above includes the effect of adjustments determined by management following the review process described in
Note 2
- Independent Investigation of the Audit Committee and Related Restatements.
|
For the Year Ended December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,768.4
|
|
|
$
|
847.7
|
|
|
$
|
(4.3
|
)
|
|
$
|
4,611.8
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,226.2
|
|
|
756.1
|
|
|
(4.3
|
)
|
|
3,978.0
|
|
|||||
Depreciation and amortization
|
—
|
|
|
119.3
|
|
|
35.2
|
|
|
—
|
|
|
154.5
|
|
|||||
General and administrative expenses
|
2.5
|
|
|
208.5
|
|
|
27.3
|
|
|
—
|
|
|
238.3
|
|
|||||
Interest expense, net
|
—
|
|
|
47.8
|
|
|
3.0
|
|
|
—
|
|
|
50.8
|
|
|||||
Other income, net
|
—
|
|
|
(1.9
|
)
|
|
(6.3
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(2.5
|
)
|
|
$
|
168.5
|
|
|
$
|
32.4
|
|
|
$
|
—
|
|
|
$
|
198.4
|
|
Benefit from (provision for) income taxes
|
1.0
|
|
|
(70.6
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(76.4
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.5
|
)
|
|
$
|
97.9
|
|
|
$
|
25.6
|
|
|
$
|
—
|
|
|
$
|
122.0
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Equity in income from subsidiaries, net of tax
|
117.4
|
|
|
—
|
|
|
—
|
|
|
(117.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
115.9
|
|
|
$
|
97.9
|
|
|
$
|
19.1
|
|
|
$
|
(117.4
|
)
|
|
$
|
115.5
|
|
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
115.9
|
|
|
$
|
97.9
|
|
|
$
|
19.5
|
|
|
$
|
(117.4
|
)
|
|
$
|
115.9
|
|
Comprehensive income (loss)
|
$
|
95.2
|
|
|
$
|
97.9
|
|
|
$
|
(1.6
|
)
|
|
$
|
(96.7
|
)
|
|
$
|
94.8
|
|
For the Year Ended December 31, 2013
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,903.8
|
|
|
$
|
425.6
|
|
|
$
|
(4.6
|
)
|
|
$
|
4,324.8
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,321.3
|
|
|
365.7
|
|
|
(4.6
|
)
|
|
3,682.4
|
|
|||||
Depreciation and amortization
|
—
|
|
|
120.1
|
|
|
20.8
|
|
|
—
|
|
|
140.9
|
|
|||||
General and administrative expenses
|
2.1
|
|
|
184.6
|
|
|
28.7
|
|
|
—
|
|
|
215.4
|
|
|||||
Interest expense, net
|
—
|
|
|
45.5
|
|
|
0.9
|
|
|
—
|
|
|
46.4
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||
Other income, net
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(2.1
|
)
|
|
$
|
232.8
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
240.2
|
|
Benefit from (provision for) income taxes
|
0.8
|
|
|
(91.9
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(92.5
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.3
|
)
|
|
$
|
140.9
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
147.7
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Equity in income from subsidiaries, net of tax
|
142.2
|
|
|
—
|
|
|
—
|
|
|
(142.2
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
140.9
|
|
|
$
|
140.9
|
|
|
$
|
1.6
|
|
|
$
|
(142.2
|
)
|
|
$
|
141.2
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
140.9
|
|
|
$
|
140.9
|
|
|
$
|
1.3
|
|
|
$
|
(142.2
|
)
|
|
$
|
140.9
|
|
Comprehensive income (loss)
|
$
|
133.1
|
|
|
$
|
140.9
|
|
|
$
|
(6.2
|
)
|
|
$
|
(134.4
|
)
|
|
$
|
133.4
|
|
For the Year Ended December 31, 2012
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,563.2
|
|
|
$
|
166.6
|
|
|
$
|
(3.0
|
)
|
|
$
|
3,726.8
|
|
Costs of revenue, excluding depreciation and amortization
|
—
|
|
|
3,094.2
|
|
|
148.0
|
|
|
(3.0
|
)
|
|
3,239.2
|
|
|||||
Depreciation and amortization
|
—
|
|
|
89.0
|
|
|
3.0
|
|
|
—
|
|
|
92.0
|
|
|||||
General and administrative expenses
|
1.7
|
|
|
147.4
|
|
|
8.4
|
|
|
—
|
|
|
157.5
|
|
|||||
Interest expense, net
|
—
|
|
|
37.3
|
|
|
0.1
|
|
|
—
|
|
|
37.4
|
|
|||||
Other expense, net
|
—
|
|
|
7.8
|
|
|
0.2
|
|
|
—
|
|
|
8.0
|
|
|||||
(Loss) income from continuing operations before income taxes
|
$
|
(1.7
|
)
|
|
$
|
187.5
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
192.7
|
|
Benefit from (provision for) income taxes
|
0.7
|
|
|
(75.6
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(76.1
|
)
|
|||||
Net (loss) income from continuing operations
|
$
|
(1.0
|
)
|
|
$
|
111.9
|
|
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
116.6
|
|
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
(9.2
|
)
|
|||||
Equity in income from subsidiaries, net of tax
|
108.4
|
|
|
—
|
|
|
—
|
|
|
(108.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
107.4
|
|
|
$
|
111.9
|
|
|
$
|
(3.5
|
)
|
|
$
|
(108.4
|
)
|
|
$
|
107.4
|
|
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to MasTec, Inc.
|
$
|
107.4
|
|
|
$
|
111.9
|
|
|
$
|
(3.5
|
)
|
|
$
|
(108.4
|
)
|
|
$
|
107.4
|
|
Comprehensive income (loss)
|
$
|
109.9
|
|
|
$
|
112.5
|
|
|
$
|
(1.6
|
)
|
|
$
|
(110.9
|
)
|
|
$
|
109.9
|
|
As of December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
—
|
|
|
$
|
1,249.6
|
|
|
$
|
282.2
|
|
|
$
|
—
|
|
|
$
|
1,531.8
|
|
Property and equipment, net
|
—
|
|
|
472.6
|
|
|
150.5
|
|
|
—
|
|
|
623.1
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
1,068.3
|
|
|
264.5
|
|
|
—
|
|
|
1,332.8
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
2,108.4
|
|
|
—
|
|
|
1,097.0
|
|
|
(3,205.4
|
)
|
|
—
|
|
|||||
Other long-term assets
|
9.3
|
|
|
28.7
|
|
|
38.3
|
|
|
—
|
|
|
76.3
|
|
|||||
Total assets
|
$
|
2,117.7
|
|
|
$
|
2,819.2
|
|
|
$
|
1,832.5
|
|
|
$
|
(3,205.4
|
)
|
|
$
|
3,564.0
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
777.4
|
|
|
$
|
203.4
|
|
|
$
|
—
|
|
|
$
|
980.8
|
|
Long-term debt
|
—
|
|
|
1,027.3
|
|
|
33.9
|
|
|
—
|
|
|
1,061.2
|
|
|||||
Advances from consolidated affiliates, net
|
—
|
|
|
70.7
|
|
|
—
|
|
|
(70.7
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
239.3
|
|
|
134.6
|
|
|
—
|
|
|
373.9
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
2,114.7
|
|
|
$
|
371.9
|
|
|
$
|
(70.7
|
)
|
|
$
|
2,415.9
|
|
Total equity
|
$
|
2,117.7
|
|
|
$
|
704.5
|
|
|
$
|
1,460.6
|
|
|
$
|
(3,134.7
|
)
|
|
$
|
1,148.1
|
|
Total liabilities and equity
|
$
|
2,117.7
|
|
|
$
|
2,819.2
|
|
|
$
|
1,832.5
|
|
|
$
|
(3,205.4
|
)
|
|
$
|
3,564.0
|
|
As of December 31, 2013
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
—
|
|
|
$
|
1,156.7
|
|
|
$
|
150.3
|
|
|
$
|
—
|
|
|
$
|
1,307.0
|
|
Property and equipment, net
|
—
|
|
|
420.2
|
|
|
67.9
|
|
|
—
|
|
|
488.1
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
932.8
|
|
|
134.9
|
|
|
—
|
|
|
1,067.7
|
|
|||||
Investments in and advances to consolidated affiliates, net
|
1,006.8
|
|
|
170.8
|
|
|
—
|
|
|
(1,177.6
|
)
|
|
—
|
|
|||||
Other long-term assets
|
9.3
|
|
|
36.2
|
|
|
14.9
|
|
|
—
|
|
|
60.4
|
|
|||||
Total assets
|
$
|
1,016.1
|
|
|
$
|
2,716.7
|
|
|
$
|
368.0
|
|
|
$
|
(1,177.6
|
)
|
|
$
|
2,923.2
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
—
|
|
|
$
|
773.3
|
|
|
$
|
55.9
|
|
|
$
|
—
|
|
|
$
|
829.2
|
|
Long-term debt
|
—
|
|
|
760.9
|
|
|
4.5
|
|
|
—
|
|
|
765.4
|
|
|||||
Advances from consolidated affiliates, net
|
—
|
|
|
—
|
|
|
22.5
|
|
|
(22.5
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
236.4
|
|
|
71.1
|
|
|
—
|
|
|
307.5
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
1,770.6
|
|
|
$
|
154.0
|
|
|
$
|
(22.5
|
)
|
|
$
|
1,902.1
|
|
Total equity
|
$
|
1,016.1
|
|
|
$
|
946.1
|
|
|
$
|
214.0
|
|
|
$
|
(1,155.1
|
)
|
|
$
|
1,021.1
|
|
Total liabilities and equity
|
$
|
1,016.1
|
|
|
$
|
2,716.7
|
|
|
$
|
368.0
|
|
|
$
|
(1,177.6
|
)
|
|
$
|
2,923.2
|
|
For the Year Ended December 31, 2014
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(0.5
|
)
|
|
$
|
253.9
|
|
|
$
|
69.6
|
|
|
$
|
—
|
|
|
$
|
323.0
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(222.7
|
)
|
|
(122.9
|
)
|
|
—
|
|
|
(345.6
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(84.8
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
(109.3
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
14.3
|
|
|
2.4
|
|
|
—
|
|
|
16.7
|
|
|||||
Payments for investments, net
|
(1.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net cash used in investing activities
|
$
|
(1.0
|
)
|
|
$
|
(293.3
|
)
|
|
$
|
(145.0
|
)
|
|
$
|
—
|
|
|
$
|
(439.3
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
1,894.4
|
|
|
491.6
|
|
|
—
|
|
|
2,386.0
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(1,410.0
|
)
|
|
(529.6
|
)
|
|
—
|
|
|
(1,939.6
|
)
|
|||||
Repayments of senior convertible notes
|
—
|
|
|
(202.3
|
)
|
|
—
|
|
|
—
|
|
|
(202.3
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(40.9
|
)
|
|
(26.4
|
)
|
|
—
|
|
|
(67.3
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
3.8
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(60.3
|
)
|
|
—
|
|
|
—
|
|
|
(60.3
|
)
|
|||||
Payments of financing costs
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
(2.3
|
)
|
|
(126.8
|
)
|
|
129.1
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
$
|
1.5
|
|
|
$
|
52.5
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
118.7
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
(12.0
|
)
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
5.4
|
|
|
17.6
|
|
|
—
|
|
|
23.0
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
24.1
|
|
For the Year Ended December 31, 2013
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(1.7
|
)
|
|
$
|
174.1
|
|
|
$
|
28.0
|
|
|
$
|
—
|
|
|
$
|
200.4
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(45.0
|
)
|
|
(103.6
|
)
|
|
—
|
|
|
(148.6
|
)
|
|||||
Net cash divested on disposal of business
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(114.4
|
)
|
|
(11.9
|
)
|
|
—
|
|
|
(126.3
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
14.7
|
|
|
1.2
|
|
|
—
|
|
|
15.9
|
|
|||||
Payments for investments, net
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Net cash used in investing activities
|
$
|
(1.2
|
)
|
|
$
|
(147.7
|
)
|
|
$
|
(114.3
|
)
|
|
$
|
—
|
|
|
$
|
(263.2
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
961.6
|
|
|
187.4
|
|
|
—
|
|
|
1,149.0
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(1,042.2
|
)
|
|
(207.4
|
)
|
|
—
|
|
|
(1,249.6
|
)
|
|||||
Proceeds from senior notes, net
|
—
|
|
|
250.0
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(69.1
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(70.7
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
9.9
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(16.7
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
Payments of financing costs, including call premiums on extinguishment of debt
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Net financing activities and advances (to) from consolidated affiliates
|
(7.0
|
)
|
|
(106.4
|
)
|
|
113.4
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
$
|
2.9
|
|
|
$
|
(33.7
|
)
|
|
$
|
89.8
|
|
|
$
|
—
|
|
|
$
|
59.0
|
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
$
|
—
|
|
|
$
|
(7.3
|
)
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
(3.8
|
)
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
12.7
|
|
|
14.1
|
|
|
—
|
|
|
26.8
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
23.0
|
|
For the Year Ended December 31, 2012
|
MasTec, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
MasTec, Inc.
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(1.3
|
)
|
|
$
|
159.2
|
|
|
$
|
14.6
|
|
|
$
|
—
|
|
|
$
|
172.5
|
|
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(54.0
|
)
|
|
(65.5
|
)
|
|
—
|
|
|
(119.5
|
)
|
|||||
Proceeds from disposal of business, net of cash divested
|
—
|
|
|
—
|
|
|
97.7
|
|
|
—
|
|
|
97.7
|
|
|||||
Capital expenditures
|
—
|
|
|
(78.1
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(79.7
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
7.3
|
|
|
0.1
|
|
|
—
|
|
|
7.4
|
|
|||||
Payments for investments, net
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net cash (used in) provided by investing activities
|
$
|
(0.2
|
)
|
|
$
|
(124.8
|
)
|
|
$
|
30.7
|
|
|
$
|
—
|
|
|
$
|
(94.3
|
)
|
Cash flows (used in) provided by financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from credit facilities
|
—
|
|
|
959.2
|
|
|
—
|
|
|
—
|
|
|
959.2
|
|
|||||
Repayments of credit facilities
|
—
|
|
|
(885.2
|
)
|
|
—
|
|
|
—
|
|
|
(885.2
|
)
|
|||||
Repayments of other borrowings and capital lease obligations
|
—
|
|
|
(42.5
|
)
|
|
—
|
|
|
—
|
|
|
(42.5
|
)
|
|||||
Repurchase of common stock
|
(75.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
|||||
Proceeds from stock-based awards, net of tax withholdings
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Payments of acquisition-related contingent consideration
|
—
|
|
|
(27.8
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(34.0
|
)
|
|||||
Payments of financing costs
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net financing activities and advances from (to) consolidated affiliates
|
71.5
|
|
|
(31.7
|
)
|
|
(39.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
$
|
1.5
|
|
|
$
|
(27.3
|
)
|
|
$
|
(46.0
|
)
|
|
$
|
—
|
|
|
$
|
(71.8
|
)
|
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
6.5
|
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
5.6
|
|
|
14.7
|
|
|
—
|
|
|
20.3
|
|
|||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
12.7
|
|
|
$
|
14.1
|
|
|
$
|
—
|
|
|
$
|
26.8
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
•
|
The Company will revise its existing MasTec Revenue Recognition Policy (the “MasTec Policy”) with more detailed guidance on cost estimate procedures, project cost reserves and other aspects of percentage-of-completion accounting;
|
•
|
The MasTec Policy will require sufficient supporting documentation of significant judgments made in cost-to-complete estimates, including documentation of major assumptions, discussions and factors considered in making those decisions;
|
•
|
The Company has formalized and provided staffing to implement a procedure pursuant to which corporate personnel perform reviews of significant project variances and inspect documentation to determine that changes are in accordance with the MasTec Policy, have appropriate rationale and sufficient supporting documentation;
|
•
|
The Company established temporary remedial procedures in April 2015 and is evaluating the need for additional permanent remedial measures.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
|
Position
|
José R. Mas
|
|
44
|
|
|
Chief Executive Officer and Director
|
Robert Apple
|
|
65
|
|
|
Chief Operating Officer
|
George Pita
|
|
53
|
|
|
Executive Vice President and Chief Financial Officer
|
Alberto de Cardenas
|
|
46
|
|
|
Executive Vice President, General Counsel and Secretary
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
Revenue grew to approximately
$4.6 billion
, representing an increase of
$0.29 billion
or
6.6%
over the prior year.
|
•
|
We maintained a strong level of adjusted EBITDA from continuing operations of approximately
$424.9 million
in 2014, notwithstanding margin decreases in our Communications and Oil and Gas segments. (Adjusted EBITDA from continuing operations is a non-GAAP financial measure. For a description of the rationale for our presentation of Adjusted EBITDA from continuing operations and a reconciliation of net income to Adjusted EBITDA from continuing operations, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-U.S. GAAP Financial Measures” contained in this Annual Report on Form 10-K.)
|
•
|
During 2014, we acquired Westower Communications Inc., expanding our wireless construction capabilities, and Pacer Construction Holdings Corporation, a leading contractor in the Canadian oil sands market.
|
•
|
We finished 2014 with
$551 million
in working capital, a
$73 million
improvement over 2013, and executed an amendment to our credit facility that increased total lending commitments to $1.25 billion.
|
•
|
Pay for performance
|
•
|
Caps on annual bonuses
|
•
|
Structuring annual bonuses in a manner intended to be fully tax-deductible
|
•
|
Modest perquisites
|
•
|
Committee monitoring of executive stock ownership
|
•
|
Anti-hedging and anti-pledging policies
|
•
|
No defined benefit pension plan
|
•
|
No re-pricing of stock options (no use of stock options since 2006)
|
•
|
Our CEO did not receive a base salary increase in 2014. Our other executive officers received only modest base salary increases.
|
•
|
2014 annual incentive compensation was established at levels in recognition of performance in revenue and EBITDA.
|
•
|
A significant portion of 2014 annual incentive compensation was paid out in the form of restricted stock grants vesting over three years. This aligns executive incentive pay with long-term shareholder value because the ultimate realized value of the awards will depend on our financial performance and stock price when the restricted stock vests. Multi-year vesting encourages executive retention.
|
Executive
|
|
Shares of Restricted
Stock
|
|
Restricted Stock Value
|
|||
José R. Mas, CEO
|
|
115,457
|
|
|
$
|
2,450,000
|
|
George Pita, EVP and CFO
|
|
39,114
|
|
|
$
|
830,000
|
|
Robert Apple, COO
|
|
49,482
|
|
|
$
|
1,050,000
|
|
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
32,988
|
|
|
$
|
700,000
|
|
Executive
|
|
Number of Shares
|
|
|
Employment Agreement Date
|
|
|
Comments
|
|
José R. Mas, CEO
|
|
100,000
|
|
|
|
April 18, 2007
|
|
|
Vested on April 18, 2012
|
George Pita, EVP and CFO
|
|
40,000
|
|
|
|
April 3, 2013
|
|
|
Will vest on April 3, 2016
|
Robert Apple, COO
|
|
37,500
|
|
|
|
January 1, 2010
|
|
|
Vested on December 28, 2012
|
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
5,000
|
|
|
|
January 1, 2008
|
|
|
Vested on February 27, 2011
|
Name & Principal Position
|
|
Year
|
|
Salary
|
|
|
Stock Awards
(2)
|
|
Non-Equity
Incentive Plan
Compensation
(3)
|
|
All Other
Compensation
(5)
|
|
Total
|
|||||||||||
José R. Mas, CEO
|
|
2014
|
|
$
|
980,000
|
|
|
|
$
|
2,450,000
|
|
|
$
|
—
|
|
|
$
|
18,272
|
|
|
$
|
3,448,272
|
|
|
|
|
2013
|
|
$
|
980,000
|
|
|
|
$
|
2,411,060
|
|
|
$
|
1,960,000
|
|
|
$
|
24,598
|
|
|
$
|
5,375,658
|
|
|
|
|
2012
|
|
$
|
890,432
|
|
(4)
|
|
$
|
2,587,500
|
|
|
$
|
1,800,000
|
|
|
$
|
33,457
|
|
|
$
|
5,311,389
|
|
|
George Pita, EVP and CFO
(1)
|
|
2014
|
|
$
|
413,154
|
|
|
|
$
|
830,000
|
|
|
$
|
—
|
|
|
$
|
31,817
|
|
|
$
|
1,274,971
|
|
|
C. Robert Campbell, former
|
|
2013
|
|
$
|
453,200
|
|
|
|
$
|
571,588
|
|
|
$
|
545,000
|
|
|
$
|
33,463
|
|
|
$
|
1,603,251
|
|
|
EVP and CFO
|
|
2012
|
|
$
|
453,200
|
|
|
|
$
|
595,016
|
|
|
$
|
510,000
|
|
|
$
|
34,766
|
|
|
$
|
1,592,982
|
|
|
Robert Apple, COO
|
|
2014
|
|
$
|
525,000
|
|
|
|
$
|
1,050,000
|
|
|
$
|
—
|
|
|
$
|
35,427
|
|
|
$
|
1,610,427
|
|
|
|
|
2013
|
|
$
|
525,000
|
|
|
|
$
|
665,120
|
|
|
$
|
700,000
|
|
|
$
|
33,051
|
|
|
$
|
1,923,171
|
|
|
|
|
2012
|
|
$
|
468,665
|
|
(4)
|
|
$
|
700,024
|
|
|
$
|
600,000
|
|
|
$
|
23,200
|
|
|
$
|
1,791,889
|
|
|
Alberto de Cardenas, EVP,
|
|
2014
|
|
$
|
350,000
|
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
18,820
|
|
|
$
|
1,068,820
|
|
|
General Counsel and
|
|
2013
|
|
$
|
350,000
|
|
|
|
$
|
446,878
|
|
|
$
|
450,000
|
|
|
$
|
18,620
|
|
|
$
|
1,265,498
|
|
|
Secretary
|
|
2012
|
|
$
|
342,630
|
|
(4)
|
|
$
|
527,518
|
|
|
$
|
420,000
|
|
|
$
|
10,945
|
|
|
$
|
1,301,093
|
|
(1)
|
Mr. Pita became EVP and CFO, effective January 1, 2014, upon the retirement of C. Robert Campbell.
|
(2)
|
Amounts shown in this column represent the fair value of restricted stock awards as of date of grant computed in accordance with FASB ASC Topic 718. Stock awards for 2012 and 2013 represent restricted stock awards issued in payment of a portion of annual incentive compensation under the MasTec, Inc. Annual Incentive Plan (“AIP”) and awards issued in 2014 under the ICP. Each restricted stock award was valued at the closing market price of our common stock on the date of grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to
Note 12
in our Consolidated Financial Statements.
|
(3)
|
Amounts included in this column represent the cash portion of awards under the AIP for 2012 and 2013.
|
(4)
|
Includes pro rata portion of salary increases awarded during 2012.
|
(5)
|
All other compensation consists of the following:
|
Name & Principal Position
|
|
Year
|
|
Car Lease or Car Allowance
|
|
Matching
Contributions
to 401(k)
Plan
|
|
Imputed
Benefit
from Split
Dollar Life
Insurance
Policy
(2)
|
|
Golf
Membership
|
|
Executive
Long Term
Disability
(1)
|
|
Total
|
||||||||||||
José R. Mas, CEO
|
|
2014
|
|
$
|
17,140
|
|
|
|
|
$
|
100
|
|
|
|
|
$
|
1,032
|
|
|
$
|
18,272
|
|
||||
George Pita, EVP and CFO
|
|
2014
|
|
$
|
17,885
|
|
|
$
|
10,400
|
|
|
|
|
$
|
1,640
|
|
|
$
|
1,892
|
|
|
$
|
31,817
|
|
||
Robert Apple, COO
|
|
2014
|
|
$
|
22,948
|
|
|
$
|
10,400
|
|
|
|
|
|
|
$
|
2,079
|
|
|
$
|
35,427
|
|
||||
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
2014
|
|
$
|
7,278
|
|
|
$
|
10,400
|
|
|
|
|
|
|
$
|
1,142
|
|
|
$
|
18,820
|
|
(1)
|
The amounts shown in this column include premiums for Executive Supplemental Long Term Disability for Messrs. Mas, Apple, Pita and de Cardenas for 2014.
|
(2)
|
The amounts shown in this column for Mr. Mas include imputed income with respect to a life insurance policy owned by MasTec on the life of José R. Mas. Pursuant to Mr. Mas’ split dollar agreement, MasTec is entitled to recover out of the death benefit proceeds, all premiums it pays on the policies upon the death of the insured. The balance of the death benefit would be paid to the beneficiaries designated by Mr. Mas. See “Split Dollar Benefit Agreement” for a description of the split dollar agreement that MasTec has entered into with Mr. Mas.
|
Name
|
|
|
Grant Date
|
|
All Other Stock Awards:
Number Shares of Stock or Units
(1)
|
|
Grant Date Fair Value of Stock Awards
(2)
|
|||
José R. Mas, CEO
|
|
|
3/16/2014
|
|
58,000
|
|
|
$
|
2,411,060
|
|
|
|
|
12/19/2014
|
|
115,457
|
|
|
$
|
2,450,000
|
|
Robert Apple, COO
|
|
|
3/16/2014
|
|
16,000
|
|
|
$
|
665,120
|
|
|
|
|
12/19/2014
|
|
49,482
|
|
|
$
|
1,050,000
|
|
George Pita, EVP and CFO
|
|
3/16/2014
|
|
11,500
|
|
|
$
|
478,055
|
|
|
|
|
|
12/19/2014
|
|
39,114
|
|
|
$
|
830,000
|
|
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
3/16/2014
|
|
10,750
|
|
|
$
|
446,878
|
|
|
|
|
|
12/19/2014
|
|
32,988
|
|
|
$
|
700,000
|
|
(1)
|
Represents shares of restricted stock granted under the ICP, which vest three years after the grant date.
|
(2)
|
The grant date value of the restricted stock awards is based on the closing market price of $41.57 and $21.22 for our common stock on March 16, 2014 and December 19, 2014, as applicable.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
Date of
Grant
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Option Exercise Price
|
|
Option
Expiration
Date
|
|
Number of
Shares or Units of Stock That
Have Not
Vested
|
|
Market Value of Shares or Units of Stock That Have Not Vested
(1)
|
||||||||
José R. Mas, CEO
|
|
3/19/2012
|
|
|
|
|
|
|
|
|
|
40,388
|
|
(2)
|
|
$
|
913,173
|
|
||
|
|
12/28/2012
|
|
|
-
|
|
-
|
|
|
-
|
|
|
75,000
|
|
(3)
|
|
$
|
1,695,750
|
|
|
|
|
3/16/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
58,000
|
|
(4)
|
|
$
|
1,311,380
|
|
|
|
|
12/19/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
115,457
|
|
(5)
|
|
$
|
2,610,483
|
|
|
Robert Apple, COO
|
|
4/4/2005
|
|
|
39,471
|
|
$
|
7.60
|
|
|
4/4/2015
|
|
|
-
|
|
|
|
|
||
|
|
8/3/2006
|
|
|
100,000
|
|
$
|
12.93
|
|
|
8/3/2016
|
|
|
-
|
|
|
|
|
||
|
|
3/19/2012
|
|
|
-
|
|
-
|
|
|
-
|
|
|
13,463
|
|
(2)
|
|
$
|
304,398
|
|
|
|
|
12/28/2012
|
|
|
-
|
|
-
|
|
|
-
|
|
|
18,368
|
|
(3)
|
|
$
|
415,300
|
|
|
|
|
3/16/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
16,000
|
|
(4)
|
|
$
|
361,760
|
|
|
|
|
12/19/2014
|
|
|
|
|
-
|
|
|
|
|
|
49,482
|
|
(5)
|
|
$
|
1,118,788
|
|
|
George Pita, EVP and CFO
|
|
4/3/2013
|
|
|
-
|
|
|
|
-
|
|
|
40,000
|
|
(6)
|
|
$
|
904,400
|
|
||
|
|
3/16/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
11,500
|
|
(4)
|
|
$
|
260,015
|
|
|
|
|
12/19/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
39,114
|
|
(5)
|
|
$
|
884,368
|
|
|
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
11/16/2005
|
|
|
20,000
|
|
$
|
10.13
|
|
|
11/16/2015
|
|
|
-
|
|
|
|
|
||
|
|
3/19/2012
|
|
|
-
|
|
-
|
|
|
-
|
|
|
11,443
|
|
(2)
|
|
$
|
258,726
|
|
|
|
|
12/28/2012
|
|
|
-
|
|
-
|
|
|
-
|
|
|
12,858
|
|
(3)
|
|
$
|
290,719
|
|
|
|
|
3/16/2014
|
|
|
|
|
-
|
|
|
|
|
|
10,750
|
|
(4)
|
|
$
|
243,058
|
|
|
|
|
12/19/2014
|
|
|
-
|
|
-
|
|
|
-
|
|
|
32,988
|
|
(5)
|
|
$
|
745,859
|
|
(1)
|
The market value of the shares was calculated based upon the closing market price of our common stock of $22.61 per share, as reported by the NYSE on December 31, 2014.
|
(2)
|
These shares were awarded on March 19, 2012 and vest on March 19, 2015.
|
(3)
|
These shares were awarded on December 28, 2012 and vest on December 28, 2015.
|
(4)
|
These shares were awarded on March 16, 2014 and vest on March 16, 2017.
|
(5)
|
These shares were awarded on December 19, 2014 and vest on December 19, 2017.
|
(6)
|
These shares were awarded on April 3, 2013 and vest on April 3, 2016.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of
Shares
Acquired on
Vesting
|
|
Value Realized on Vesting
|
||||||
José R. Mas, CEO
|
|
150,000
|
|
$
|
4,915,500
|
|
|
32,845
|
|
$
|
1,393,942
|
|
||
Robert Apple, COO
|
|
|
|
|
|
15,563
|
|
$
|
660,494
|
|
||||
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
|
|
|
|
7,959
|
|
$
|
337,780
|
|
Name
|
|
Executive Contributions in 2014
(1)
|
|
Aggregate Earnings in 2014
|
|
Aggregate Balance at
December 31, 2014
|
||||||||||||
Robert Apple, COO
|
|
$
|
175,000
|
|
|
$
|
23,400
|
|
|
$
|
316,290
|
|
||||||
Alberto de Cardenas, EVP, General Counsel and Secretary
|
|
|
|
$
|
1,856
|
|
|
$
|
32,124
|
|
(1)
|
Contributions made to MasTec’s non-qualified deferred compensation plans by or on behalf of named executive officers for 2014.
|
•
|
José R. Mas.
Mr. Mas would become entitled to receive a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits over a period of 12 months.
|
•
|
Robert Apple.
Mr. Apple would become entitled to receive a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits over a period of 12 months.
|
•
|
George Pita.
Mr. Pita would be entitled to a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits over a period of 12 months. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits.
|
•
|
Alberto de Cardenas.
Mr. de Cardenas’ would become entitled to a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of normal benefits for a period of 12 months. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits.
|
•
|
Acquisition by Person of Substantial Percentage.
The acquisition by a Person (including “affiliates” and “associates” of such Person, but excluding MasTec, any “parent” or “subsidiary” of MasTec or any employee benefit plan of MasTec) of a sufficient number of shares of the common stock, or securities convertible into the common stock, and whether through direct acquisition of shares or by merger, consolidation, share exchange, reclassification of securities or recapitalization of or involving MasTec or any “parent” or “subsidiary” of MasTec, to constitute the Person the actual or beneficial owner of 51% or more of the Common Stock;
|
•
|
Disposition of Assets.
Any sale, lease, transfer, exchange, mortgage, pledge or other disposition, in one transaction or a series of transactions, of all or substantially all of the assets of MasTec or of any “subsidiary” of MasTec to a Person described above; or
|
•
|
Substantial Change of Board Members.
During any fiscal year of MasTec, individuals who at the beginning of such year constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by a majority of the directors in office at the beginning of the fiscal year.
|
•
|
José R. Mas.
Following termination of Mr. Mas’ employment by us without cause (as defined in the agreement) or by Mr. Mas for good reason (as defined in the agreement), Mr. Mas would receive his base salary, an amount equal to the average of the performance bonuses (as defined in the agreement) he received during the last three calendar years and benefits from the date of termination over a period of twelve months and all unvested options and restricted stock shall immediately vest. In the event Mr. Mas’ employment is terminated by MasTec as a result of death or disability, then Mr. Mas or his estate will receive a lump sum amount equal to his base salary and the pro-rata portion of his annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred and all unvested options and restricted stock shall immediately vest.
|
•
|
Robert Apple.
Following termination of Mr. Apple’s employment by us without cause (as defined in the agreement) or by Mr. Apple for good reason (as defined in the agreement), Mr. Apple would receive his base salary, an amount equal to the average of the performance bonuses he received during the last three calendar years and certain employee benefits set forth in the agreement from the date of termination over a period of twelve months. In the event Mr. Apple’s employment is terminated by MasTec as a result of death or disability, then Mr. Apple or his estate will receive a lump sum amount equal to his base salary and any annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred and all unvested options and restricted stock shall immediately vest.
|
•
|
George Pita.
Following termination of Mr. Pita’s employment by us without cause (as defined in the agreement) or by Mr. Pita for good reason (as defined in the agreement), Mr. Pita would receive his base salary, an amount equal to the average of the performance bonuses he received during the last three calendar and certain employee benefits set forth in the agreement from the date of termination for twelve months. In the event Mr. Pita’s employment is terminated by MasTec as a result of death or disability, then Mr. Pita or his estate will receive a lump sum amount equal to his base salary and any annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred and all unvested options and restricted stock shall immediately vest.
|
•
|
Alberto de Cardenas.
Following termination of Mr. de Cardenas by us without cause (as defined in the agreement) or by Mr. de Cardenas for good reason (as defined in the agreement), Mr. de Cardenas will receive his base salary, an amount equal to the average of the performance bonuses he received during the last three calendar years and benefits, over a period of twelve months from the date of termination. In the event Mr. de Cardenas’ employment is terminated by us as a result of death or disability, then Mr. de Cardenas or his estate will receive a lump sum amount equal to his base salary and any annual performance bonus earned through the date of death or disability he would have been entitled for the year in which the death or disability occurred and all unvested options and restricted stock shall immediately vest.
|
Executive Benefits upon Change in Control and Termination of Employment
|
|
Termination due to Disability
|
|
Termination due to Death
|
|
Termination by Company without Cause or Resignation with Good Reason
|
|
Change of Control
|
||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
||||||||
Base Salary
|
|
|
|
|
|
$
|
980,000
|
|
|
$
|
1,470,000
|
|
||||
Performance Bonus
(1)
|
|
|
|
|
|
$
|
3,419,520
|
|
|
$
|
5,129,280
|
|
||||
Total Cash Severance
|
|
|
|
|
|
$
|
4,399,520
|
|
|
$
|
6,599,280
|
|
||||
Long Term Incentives
|
|
|
|
|
|
|
|
|
||||||||
Value of Accelerated Stock Grants
(2)
|
|
$
|
6,530,786
|
|
|
$
|
6,530,786
|
|
|
$
|
6,530,786
|
|
|
$
|
6,530,786
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
||||||||
Health & Welfare Benefits
|
|
|
|
|
|
$
|
8,879
|
|
|
$
|
8,879
|
|
||||
Company Car
|
|
|
|
|
|
$
|
17,140
|
|
|
$
|
17,140
|
|
||||
Total Benefits & Perquisites
|
|
|
|
|
|
$
|
26,019
|
|
|
$
|
26,019
|
|
||||
Section 280G Tax Gross-Up
(3)
|
|
|
|
|
|
|
|
$
|
3,987,859
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
OVERALL TOTAL
|
|
$
|
6,530,786
|
|
|
$
|
6,530,786
|
|
|
$
|
10,956,325
|
|
|
$
|
17,143,944
|
|
(1)
|
Calculated based on the last three complete years of performance bonus, 2011, 2012 and 2013. The final 2014 performance bonus has not yet been determined.
|
(2)
|
Represents the amount of the closing price on the NYSE for a share of MasTec’s common stock on December 31, 2014 ($22.61) multiplied by the number of restricted shares that would have been subject to accelerated vesting.
|
(3)
|
Mr. Mas is entitled to receive a tax gross-up payment to reimburse him for any excise tax to which he would be subject under Section 4999 of the Code with respect to any “excess parachute payment” that he receives from MasTec. Mr. Mas generally would not be considered to receive an “excess parachute payment” unless the payments made to him that are contingent on a change in control exceed three times the average of his W-2 compensation for the five years immediately prior to the year in which the change in control occurs. Thus, facts and circumstances at the time of any change in control, as well as changes in Mr. Mas’ W-2 compensation history, could materially impact whether and to what extent any payment to Mr. Mas would result in an “excess parachute payment” and thus result in an excise tax.
|
Executive Benefits upon Change in Control and Termination of Employment
|
|
Termination due to Disability
|
|
Termination due to Death
|
|
Termination by Company without Cause or Resignation with Good Reason
|
|
Change of Control
|
||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
||||||||
Base Salary
|
|
|
|
|
|
$
|
585,000
|
|
|
$
|
877,500
|
|
||||
Performance Bonus
(1)
|
|
|
|
|
|
$
|
1,055,045
|
|
|
$
|
1,582,567
|
|
||||
Total Cash Severance
|
|
|
|
|
|
$
|
1,640,045
|
|
|
$
|
2,460,067
|
|
||||
Long Term Incentives
|
|
|
|
|
|
|
|
|
||||||||
Value of Accelerated Stock Grants
(2)
|
|
$
|
2,200,246
|
|
|
$
|
2,200,246
|
|
|
$
|
2,200,246
|
|
|
$
|
2,200,246
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
||||||||
Health & Welfare Benefits
|
|
|
|
|
|
$
|
9,826
|
|
|
$
|
9,826
|
|
||||
Company Car
|
|
|
|
|
|
$
|
22,948
|
|
|
$
|
22,948
|
|
||||
Total Benefits & Perquisites
|
|
|
|
|
|
$
|
32,774
|
|
|
$
|
32,774
|
|
||||
Section 280G Tax Gross-Up
(3)
|
|
|
|
|
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
OVERALL TOTAL
|
|
$
|
2,200,246
|
|
|
$
|
2,200,246
|
|
|
$
|
3,873,065
|
|
|
$
|
4,693,087
|
|
(1)
|
Calculated based on the last three complete years of performance bonus, 2011, 2012 and 2013. The final 2014 performance bonus has not yet been determined.
|
(2)
|
Represents the amount by which the closing price on the NYSE for a share of MasTec’s common stock on December 31, 2014 ($22.61) multiplied by the number of shares of restricted stock that would have been subject to accelerated vesting.
|
(3)
|
Mr. Apple is entitled to receive a tax gross-up payment to reimburse him for any excise tax to which he would be subject under Section 4999 of the Code with respect to any “excess parachute payment” that he receives from MasTec. Mr. Apple generally would not be considered to receive an “excess parachute payment” unless the payments made to him that are contingent on a change in control exceed three times the average of his W-2 compensation for the five years immediately prior to the year in which the change in control occurs. Thus, facts and circumstances at the time of any change in control, as well as changes in Mr. Apple’ W-2 compensation history, could materially impact whether and to what extent any payment to Mr. Apple would result in an “excess parachute payment” and thus result in an excise tax.
|
Executive Benefits upon Change in Control and Termination of Employment
|
|
Termination due to Disability
|
|
Termination due to Death
|
|
Termination by Company without Cause or Resignation with Good Reason
|
|
Change of Control
|
||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
||||||||
Base Salary
|
|
|
|
|
|
$
|
450,000
|
|
|
$
|
675,000
|
|
||||
Performance Bonus
(1)
|
|
|
|
|
|
$
|
946,805
|
|
|
$
|
1,420,208
|
|
||||
Total Cash Severance
|
|
|
|
|
|
$
|
1,396,805
|
|
|
$
|
2,095,208
|
|
||||
Long Term Incentives
|
|
|
|
|
|
|
|
|
||||||||
Value of Accelerated Stock Grants
(2)
|
|
$
|
2,048,783
|
|
|
$
|
2,048,783
|
|
|
$
|
2,048,783
|
|
|
$
|
2,048,783
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
||||||||
Health & Welfare Benefits
|
|
|
|
|
|
$
|
8,223
|
|
|
$
|
8,223
|
|
||||
Company Car
|
|
|
|
|
|
$
|
17,885
|
|
|
$
|
17,885
|
|
||||
Total Benefits & Perquisites
|
|
|
|
|
|
$
|
26,108
|
|
|
$
|
26,108
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OVERALL TOTAL
|
|
$
|
2,048,783
|
|
|
$
|
2,048,783
|
|
|
$
|
3,471,696
|
|
|
$
|
4,170,099
|
|
(1)
|
Calculated based on the last three complete years of performance bonus, 2011, 2012 and 2013. The final 2014 performance bonus has not yet been determined.
|
(2)
|
Represents the amount by which the closing price on the NYSE for a share of MasTec’s common stock on December 31, 2014 ($22.61) multiplied by the number of shares of restricted stock that would have been subject to accelerated vesting.
|
Executive Benefits upon Change in Control and Termination of Employment
|
|
Termination due to Disability
|
|
Termination due to Death
|
|
Termination by Company without Cause or Resignation with Good Reason
|
|
Change of Control
|
||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
||||||||
Base Salary
|
|
|
|
|
|
$
|
385,000
|
|
|
$
|
577,500
|
|
||||
Performance Bonus
|
|
|
|
|
|
$
|
731,465
|
|
|
$
|
1,097,198
|
|
||||
Total Cash Severance
|
|
|
|
|
|
$
|
1,116,465
|
|
|
$
|
1,674,698
|
|
||||
Long Term Incentives
|
|
|
|
|
|
|
|
|
||||||||
Value of Accelerated Stock Grants
(1)
|
|
$
|
1,538,362
|
|
|
$
|
1,538,362
|
|
|
$
|
1,538,362
|
|
|
$
|
1,538,362
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
||||||||
Health & Welfare Benefits
|
|
|
|
|
|
$
|
8,889
|
|
|
$
|
8,889
|
|
||||
Company Car
|
|
|
|
|
|
$
|
12,000
|
|
|
$
|
12,000
|
|
||||
Total Benefits & Perquisites
|
|
|
|
|
|
$
|
20,889
|
|
|
$
|
20,889
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OVERALL TOTAL
|
|
$
|
1,538,362
|
|
|
$
|
1,538,362
|
|
|
$
|
2,675,716
|
|
|
$
|
3,233,949
|
|
(1)
|
Calculated based on the last three complete years of performance bonus, 2011, 2012 and 2013. The final 2014 performance bonus has not yet been determined.
|
(2)
|
Represents the amount by which the closing price on the NYSE for a share of MasTec’s common stock on December 31, 2014 ($22.61) multiplied by the number of shares of restricted stock that would have been subject to accelerated vesting.
|
Name
|
|
Fees Earned or
Paid in Cash
(1)
|
|
|
Stock
Awards
(2)
|
|
|
All Other
Compensation
(3)
|
|
|
Total ($)
|
||||||||
Jorge Mas
|
|
|
|
|
|
|
|
$
|
17,836
|
|
|
|
$
|
17,836
|
|
||||
Ernst N. Csiszar
|
|
$
|
126,357
|
|
|
|
$
|
77,143
|
|
|
|
|
|
|
$
|
203,500
|
|
||
Robert J. Dwyer
|
|
$
|
134,404
|
|
|
|
$
|
79,096
|
|
|
|
|
|
|
$
|
213,500
|
|
||
Frank E. Jaumot
|
|
$
|
138,881
|
|
|
|
$
|
79,619
|
|
|
|
|
|
|
$
|
218,500
|
|
||
Julia L. Johnson
|
|
$
|
130,543
|
|
|
|
$
|
77,957
|
|
|
|
|
|
|
$
|
208,500
|
|
||
Daniel A. Restrepo
|
|
$
|
126,357
|
|
|
|
$
|
77,143
|
|
|
|
|
|
|
$
|
203,500
|
|
||
José S. Sorzano
|
|
$
|
129,685
|
|
|
|
$
|
78,815
|
|
|
|
|
|
|
$
|
208,500
|
|
||
John Van Heuvelen
|
|
$
|
147,256
|
|
|
|
$
|
81,244
|
|
|
|
|
|
|
$
|
228,500
|
|
(1)
|
This column reports the amount of compensation earned for Board and Committee service elected to be received in cash.
|
(2)
|
This column represents the amount of compensation earned for Board and Committee service elected to be received in stock. Amounts shown in this column represent the fair value of the awards as of date of issuance computed in accordance with FASB ASC Topic 718. Each restricted stock award was valued at the closing market price of our common stock on the date of grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to
Note 12
in our Consolidated Financial Statements, which are contained in this Annual Report on Form 10-K.
|
(3)
|
Includes imputed income of $828 for life insurance policies on the lives of Mr. and Mrs. Jorge Mas that are owned by MasTec and are subject to a split dollar arrangement. Also includes lease payments for a vehicle of $8,188 and medical insurance benefits of $8,820. See “Certain Relationships and Related Transactions” for a description of the split-dollar agreements that MasTec has entered into with Mr. Jorge Mas.
|
Name
|
|
|
Aggregate Number of Options Awards
|
|
Jorge Mas
|
|
|
-
|
|
Ernst N. Csiszar
|
|
|
-
|
|
Robert J. Dwyer
|
|
|
7,500
|
|
Frank E. Jaumot
|
|
|
-
|
|
Julia L. Johnson
|
|
|
7,500
|
|
Daniel A. Restrepo
|
|
|
-
|
|
José S. Sorzano
|
|
|
-
|
|
John Van Heuvelen
|
|
|
-
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
|
(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
Equity compensation plans approved by security holders
|
284,671
|
|
|
$
|
12.06
|
|
|
|
5,512,834
|
(1)
|
|
Equity compensation plans not approved by security holders
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
||
Total
|
284,671
|
|
|
|
|
|
5,512,834
|
|
(1)
|
Under the 2013 Incentive Plan, 4,190,088 shares remain available for issuance. Under the 2011 ESPP and 2013 Bargaining Units ESPP, 330,640 shares and 992,106 shares, respectively, remain available for issuance.
|
•
|
Each of our current directors and nominees for director;
|
•
|
Each of our named executive officers; and
|
•
|
All of our directors and executive officers as a group.
|
|
|
Common Stock Beneficially Owned
|
|||||||
Name
|
|
Number of
Shares
(1)(2)
|
|
|
Percentage of
Common Stock
Outstanding
(3)
|
||||
Jorge Mas
(4)
|
|
|
10,475,400
|
|
|
|
|
13.1
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
||
José R. Mas
(5)
|
|
|
5,112,056
|
|
|
|
|
6.4
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
|
||
Ernst N. Csiszar
|
|
|
19,132
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
Robert J. Dwyer
|
|
|
30,158
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
Frank E. Jaumot
|
|
|
17,108
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
Julia L. Johnson
|
|
|
61,545
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
Daniel A. Restrepo
|
|
|
4,967
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
José S. Sorzano
|
|
|
33,922
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
John Van Heuvelen
|
|
|
62,926
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
||
Robert Apple
|
|
|
260,243
|
|
|
|
|
*
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
||
George Pita
|
|
|
90,614
|
|
|
|
|
*
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|||
Alberto de Cardenas
|
|
|
94,887
|
|
|
|
|
*
|
|
Executive Vice President, General Counsel and Secretary
|
|
|
|
|
|
|
|||
All current executive officers and directors as a group (12 persons)
(6)
|
|
15,712,958
|
|
|
|
|
19.7
|
|
|
|
|
|
|
|
|
|
|
||
Frontier Capital Management
(7)
|
|
|
4,489,711
|
|
|
|
|
5.6
|
|
*
|
Less than 1%
|
(1)
|
Includes shares of unvested restricted stock, but as to which the owner presently has the right to vote and the right to receive dividends, as follows: José R. Mas, 248,457 shares; Robert Apple, 83,850 shares; George Pita, 90,614 shares; and Alberto de Cardenas, 56,596 shares.
|
(2)
|
Includes shares of common stock that may be issued upon the exercise of stock options that are exercisable within 60 days of June 30, 2015 as follows: Robert J. Dwyer, 7,500 shares; Julia L. Johnson, 7,500 shares; and Robert Apple, 100,000 shares.
|
(3)
|
The percentages reported in this column are based on 79,839,747 shares of our common stock outstanding as of June 30, 2015.
|
(4)
|
Includes shares owned of record by Jorge Mas Holdings I Limited Partnership, a Florida limited partnership (“Jorge Mas Holdings”). The sole general partner of Jorge Mas Holdings is Jorge Mas Holdings Corporation, a Florida corporation that is wholly owned by Mr. Jorge Mas. Also includes shares owned of record by the Mas Family Foundation, Inc., a Florida not-for-profit corporation (the “Family Foundation”) of which Mr. Jorge Mas is the president; and shares covered by options exercisable within 60 days of June 30, 2015. Mr. Jorge Mas disclaims beneficial ownership of the shares held by the Family Partnership except to the extent of his pecuniary interest therein, and disclaims beneficial ownership of all of the shares owned by the Family Foundation. Also includes shares owned of record by the José R. Mas Irrevocable Trust of which Mr. Jorge Mas is a trustee. In 2003, Mr. Mas entered into a 10b5-1 plan with a third-party trustee providing for the sale of shares of our common stock. On an annual basis, Mr. Mas may authorize the trustee, in its sole discretion but subject to certain price restrictions and monthly volume limitations, to sell up to a maximum number of shares.
|
(5)
|
Includes shares owned of record by José Ramon Mas Holdings I Limited Partnership, a Florida limited partnership (“José Mas Holdings”). The sole general partner of José Mas Holdings is José Ramon Mas Holdings Corporation, a Florida corporation that is wholly owned by Mr. José R. Mas. Also includes shares owned of record by Jorge Mas Canosa Freedom Foundation, Inc., a Florida non-for-profit corporation (“Freedom Foundation”) of which Mr. José R. Mas is secretary; and shares covered by options exercisable within 60 days of June 30, 2015; and shares owned of record individually. Mr. José R. Mas disclaims beneficial ownership of the shares held by the Freedom Foundation. Also includes shares of the Jorge Mas Irrevocable Trust of which Mr. José R. Mas is a trustee and the Mas Family Foundation, Inc.
|
(6)
|
The amounts above for Messrs. Jorge Mas and José R. Mas both include shares owned of record by the José R. Mas Irrevocable Trust and by the Mas Family Foundation, Inc. This total only includes those shares once.
|
(7)
|
Based on a Schedule 13G/A filed with the SEC, dated February 13, 2015, reporting beneficial ownership of more than 5% of MasTec’s common stock. As reported in the Schedule 13G/A, Frontier Capital Management possesses sole voting power with respect to 2,382,382 shares and possesses sole dispositive power with respect to 4,489,711. Frontier Capital Management’s address is 99 Summer Street, Boston, MA 02110.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
(a)
|
1.
Financial Statements
– the consolidated financial statements and the reports of the Independent Registered Public Accounting firms are listed on pages 48 through 105.
|
Exhibits
|
|
Description (1)
|
2.2
|
|
Membership Interest Purchase Agreement, dated May 24, 2012, by and among MasTec North America, Inc., DirectStar TV, LLC, Red Ventures, LLC and the other parties thereto, filed as Exhibit 2.2 to our Annual Report on Form 10-K filed with the SEC on February 28, 2013 and incorporated by reference herein.
|
3.1
|
|
Composite Articles of Incorporation of MasTec, Inc. filed as Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated by reference herein.
|
3.2
|
|
Amended and Restated By-laws of MasTec, Inc., amended and restated as of January 22, 2010, filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
4.1
|
|
Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 5, 2009 and incorporated by reference herein.
|
4.2
|
|
Fifth Supplemental Indenture, dated as of March 18, 2013, by and among MasTec, Inc., MasTec, Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 18, 2013 and incorporated by reference herein.
|
4.3
|
|
Sixth Supplemental Indenture, dated as of September 30, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.4
|
|
Seventh Supplemental Indenture, dated as of November 11, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.5
|
|
Eighth Supplemental Indenture, dated as of March 12, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.6
|
|
Ninth Supplemental Indenture, dated as of April 30, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.7
|
|
Tenth Supplemental Indenture, dated as of July 10, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.8
|
|
Eleventh Supplemental Indenture, dated as of August 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014 and incorporated by reference herein.
|
4.9*
|
|
Twelfth Supplemental Indenture, dated as of December 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee.
|
4.10
|
|
Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2015 and incorporated by reference herein.
|
10.1+
|
|
2003 Employee Stock Incentive Plan, as amended and restated, effective as of January 1, 2006, filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.2+
|
|
2003 Stock Incentive Plan for Non–Employees, as amended and restated, effective as of January 1, 2006, filed as Exhibit 10.4 to our Current Report on Form 8-K filed with SEC on April 6, 2006 and incorporated by reference herein.
|
10.3+
|
|
Form of Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Employees filed as Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.4+
|
|
Form of Stock Option Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Employees filed as Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.5
|
|
Form of Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Non-Employees filed as Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.6
|
|
Form of Stock Option Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Non-Employees filed as Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.7+
|
|
MasTec, Inc. Deferred Compensation Plan, effective as of June 1, 2008, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on April 4, 2008 and incorporated by reference herein.
|
10.8
|
|
Purchase Agreement, dated November 3, 2009, by and among MasTec, Inc., Precision Acquisition, LLC, Precision Pipeline LLC, Precision Transport Company, LLC, PPL Management, Inc., Michael Daniel Murphy, Steven R. Rooney, Angela D. Murphy and Karen K. Rooney filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 4, 2009 and incorporated by reference herein.
|
10.9+
|
|
Employment Agreement, effective as of January 1, 2010, between MasTec, Inc. and Robert Apple filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
10.10
|
|
Fourth Amendment to Asset Purchase Agreement, by and among NSORO, LLC, NSORO MasTec, LLC, and Darrell J. Mays filed as Exhibit 10.43 to our Annual Report on Form 10-K filed with the SEC on February 23, 2011 and incorporated by reference herein.
|
10.11+
|
|
MasTec, Inc. 2011 Employee Stock Purchase Plan filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2011 and incorporated by reference herein.
|
10.12
|
|
Agreement and Plan of Merger, dated as of November 16, 2010, by and among MasTec, Inc., EC Source Services, LLC and the other parties thereto, filed as Exhibit 10.44 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2011 and incorporated by reference herein.
|
10.13+
|
|
Form of Restricted Stock Agreement for the 2003 Employee Stock Incentive Plan filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.14+
|
|
Form of Restricted Stock Agreement for the 2003 Employee Stock Incentive Plan for Non-Employees filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.15+
|
|
Amendment to the MasTec, Inc. 2011 Employee Stock Purchase Plan, filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.16
|
|
Third Amended and Restated Credit Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto, filed as Exhibit 10.29 to our Annual Report on Form 10-K/A, filed on June 22, 2012, and incorporated by reference herein.
|
10.17
|
|
Consolidated, Amended and Restated Subsidiary Guaranty Agreement, dated as of August 22, 2011, by and among the Guarantors party thereto and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.18
|
|
Security Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.19
|
|
Fourth Amended, Restated and Consolidated Pledge Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.20
|
|
MasTec, Inc. Annual Incentive Plan for Executive Officers Plan, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012, and incorporated by reference herein.
|
10.21
|
|
Separation Agreement, dated December 31, 2012, by and between MasTec, Inc. and Ray Harris, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the with the SEC on January 4, 2013 and incorporated by reference herein.
|
10.22+
|
|
Employment Agreement, dated April 18, 2007, by and between MasTec, Inc. and Jose R. Mas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 20, 2007 and incorporated by reference herein.
|
10.23+
|
|
Employment Agreement, dated as of January 1, 2008, by and between MasTec, Inc. and Alberto de Cardenas, filed as Exhibit 10.53 to our Annual Report on Form 10-K filed with the SEC on February 28, 2008 and incorporated by reference herein.
|
10.24+
|
|
Split-Dollar Agreement, dated as of October 16, 2013, by and among MasTec, Inc., Jorge Mas, and Jose Ramon Mas and Juan Carlos Mas, as Trustees of the Jorge Mas Irrevocable Trust, dated June 1, 2012, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 31, 2013 and incorporated by reference herein.
|
10.25
|
|
Amendment No. 1 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty, dated as of October 29, 2013, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.26+
|
|
MasTec, Inc. Bargaining Units ESPP, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012 and incorporated by reference herein.
|
10.27+
|
|
MasTec, Inc. 2013 Incentive Compensation Plan, filed with the SEC on April 10, 2013 as Annex B to our Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.
|
10.28+
|
|
Form of Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.29+
|
|
Form of Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.34 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.30+
|
|
Form of Non-Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.35 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.31+
|
|
Form of Non-Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.32+
|
|
Amended and Restated Employment Agreement by and between MasTec, Inc. and C. Robert Campbell, dated January 23, 2014, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.33+
|
|
Employment Agreement by and between MasTec, Inc. and George Pita, dated January 23, 2014, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.34+
|
|
Split-Dollar Agreement between MasTec, Inc. and José Mas dated August 11, 2014, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.35
|
|
Amendment No. 2 to Credit Agreement, dated as of June 25, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.36*
|
|
Amendment No. 4 to Credit Agreement, dated as of November 21, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors Party thereto.
|
12.1*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
21*
|
|
Subsidiaries of MasTec, Inc.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
SEC file number for all Securities Exchange Act reports referenced in the exhibit list is 001 - 08106.
|
*
|
Filed herewith.
|
+
|
Management contract or compensation plan arrangement.
|
|
Balance at
Beginning
of Period
|
|
Charges to Cost and Expense
|
|
(Deductions)
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
15.7
|
|
|
$
|
1.8
|
|
(a)
|
$
|
(3.6
|
)
|
(b)
|
$
|
13.9
|
|
Costs and earnings in excess of billings allowance
|
10.4
|
|
|
2.1
|
|
(a)
|
—
|
|
(b)
|
12.5
|
|
||||
Inventory valuation reserve
|
2.6
|
|
|
3.8
|
|
(c)
|
—
|
|
(d)
|
6.4
|
|
||||
Valuation allowance for deferred tax assets
|
0.1
|
|
|
0.2
|
|
(e)
|
—
|
|
(f)
|
0.3
|
|
||||
Total
|
$
|
28.8
|
|
|
$
|
7.9
|
|
|
$
|
(3.6
|
)
|
|
$
|
33.1
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
11.3
|
|
|
$
|
6.1
|
|
(a)
|
$
|
(1.7
|
)
|
(b)
|
$
|
15.7
|
|
Costs and earnings in excess of billings allowance
|
1.7
|
|
|
8.7
|
|
(a)
|
—
|
|
(b)
|
10.4
|
|
||||
Inventory valuation reserve
|
2.0
|
|
|
2.0
|
|
(c)
|
(1.4
|
)
|
(d)
|
2.6
|
|
||||
Valuation allowance for deferred tax assets
|
2.0
|
|
|
0.2
|
|
(e)
|
(2.1
|
)
|
(f)
|
0.1
|
|
||||
Total
|
$
|
17.0
|
|
|
$
|
17.0
|
|
|
$
|
(5.2
|
)
|
|
$
|
28.8
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
7.7
|
|
|
$
|
6.9
|
|
(a)
|
$
|
(3.3
|
)
|
(b)
|
$
|
11.3
|
|
Costs and earnings in excess of billings allowance
|
0.9
|
|
|
0.9
|
|
(a)
|
(0.1
|
)
|
(b)
|
1.7
|
|
||||
Inventory valuation reserve
|
2.2
|
|
|
2.3
|
|
(c)
|
(2.5
|
)
|
(d)
|
2.0
|
|
||||
Valuation allowance for deferred tax assets
|
2.8
|
|
|
0.5
|
|
(e)
|
(1.3
|
)
|
(f)
|
2.0
|
|
||||
Total
|
$
|
13.6
|
|
|
$
|
10.6
|
|
|
$
|
(7.2
|
)
|
|
$
|
17.0
|
|
(a)
|
Provisions for doubtful accounts and costs and earnings in excess of billings.
|
(b)
|
Write-offs and reversals of uncollectible accounts receivable and non-billable costs and earnings in excess of billings.
|
(c)
|
Provision for inventory obsolescence.
|
(d)
|
Inventory write-offs.
|
(e)
|
Increase in the foreign tax loss carryforwards.
|
(f)
|
Utilization of tax loss carryforwards and other tax benefits.
|
|
MASTEC, INC.
|
|
|
|
/s/
JOSÉ R. MAS
|
|
José R. Mas
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ GEORGE L. PITA
|
|
George L. Pita
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
/s/ JORGE MAS
|
Chairman of the Board of Directors
|
Jorge Mas
|
|
|
|
/s/ JOSÉ R. MAS
|
Chief Executive Officer and Director
|
José R. Mas
|
(Principal Executive Officer)
|
|
|
/s/ GEORGE L. PITA
|
Chief Financial Officer
|
George L. Pita
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ ERNST N. CSISZAR
|
Director
|
Ernst N. Csiszar
|
|
|
|
/s/ ROBERT J. DWYER
|
Director
|
Robert J. Dwyer
|
|
|
|
/s/ JOHN VAN HEUVELEN
|
Director
|
John Van Heuvelen
|
|
|
|
/s/ FRANK E. JAUMOT
|
Director
|
Frank E. Jaumot
|
|
|
|
/s/ JULIA L. JOHNSON
|
Director
|
Julia L. Johnson
|
|
|
|
/s/ DANIEL A. RESTREPO
|
Director
|
Daniel A. Restrepo
|
|
|
|
/s/ JOSÉ S. SORZANO
|
Director
|
José S. Sorzano
|
|
Exhibits
|
|
Description (1)
|
2.2
|
|
Membership Interest Purchase Agreement, dated May 24, 2012, by and among MasTec North America, Inc., DirectStar TV, LLC, Red Ventures, LLC and the other parties thereto, filed as Exhibit 2.2 to our Annual Report on Form 10-K filed with the SEC on February 28, 2013 and incorporated by reference herein.
|
3.1
|
|
Composite Articles of Incorporation of MasTec, Inc. filed as Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated by reference herein.
|
3.2
|
|
Amended and Restated By-laws of MasTec, Inc., amended and restated as of January 22, 2010, filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
4.1
|
|
Indenture, dated June 5, 2009, by and among MasTec, Inc., MasTec Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee filed as Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on June 5, 2009 and incorporated by reference herein.
|
4.2
|
|
Fifth Supplemental Indenture, dated as of March 18, 2013, by and among MasTec, Inc., MasTec, Inc.’s subsidiaries party thereto, as guarantors, and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 18, 2013 and incorporated by reference herein.
|
4.3
|
|
Sixth Supplemental Indenture, dated as of September 30, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.4
|
|
Seventh Supplemental Indenture, dated as of November 11, 2013, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
4.5
|
|
Eighth Supplemental Indenture, dated as of March 12, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.6
|
|
Ninth Supplemental Indenture, dated as of April 30, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.7
|
|
Tenth Supplemental Indenture, dated as of July 10, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
4.8
|
|
Eleventh Supplemental Indenture, dated as of August 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014 and incorporated by reference herein.
|
4.9*
|
|
Twelfth Supplemental Indenture, dated as of December 8, 2014, by and among MasTec, Inc., the new guarantors party thereto and U.S. Bank National Association, as trustee.
|
4.10
|
|
Thirteenth Supplemental Indenture, dated as of April 10, 2015, by and among MasTec, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2015 and incorporated by reference herein.
|
10.1+
|
|
2003 Employee Stock Incentive Plan, as amended and restated, effective as of January 1, 2006, filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.2+
|
|
2003 Stock Incentive Plan for Non–Employees, as amended and restated, effective as of January 1, 2006, filed as Exhibit 10.4 to our Current Report on Form 8-K filed with SEC on April 6, 2006 and incorporated by reference herein.
|
10.3+
|
|
Form of Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Employees filed as Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.4+
|
|
Form of Stock Option Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Employees filed as Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.5
|
|
Form of Restricted Stock Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Non-Employees filed as Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.6
|
|
Form of Stock Option Agreement for the MasTec, Inc. Amended and Restated 2003 Stock Incentive Plan for Non-Employees filed as Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on April 6, 2006 and incorporated by reference herein.
|
10.7+
|
|
MasTec, Inc. Deferred Compensation Plan, effective as of June 1, 2008, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on April 4, 2008 and incorporated by reference herein.
|
10.8
|
|
Purchase Agreement, dated November 3, 2009, by and among MasTec, Inc., Precision Acquisition, LLC, Precision Pipeline LLC, Precision Transport Company, LLC, PPL Management, Inc., Michael Daniel Murphy, Steven R. Rooney, Angela D. Murphy and Karen K. Rooney filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 4, 2009 and incorporated by reference herein.
|
10.9+
|
|
Employment Agreement, effective as of January 1, 2010, between MasTec, Inc. and Robert Apple filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 28, 2010 and incorporated by reference herein.
|
10.10
|
|
Fourth Amendment to Asset Purchase Agreement, by and among NSORO, LLC, NSORO MasTec, LLC, and Darrell J. Mays filed as Exhibit 10.43 to our Annual Report on Form 10-K filed with the SEC on February 23, 2011 and incorporated by reference herein.
|
10.11+
|
|
MasTec, Inc. 2011 Employee Stock Purchase Plan filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2011 and incorporated by reference herein.
|
10.12
|
|
Agreement and Plan of Merger, dated as of November 16, 2010, by and among MasTec, Inc., EC Source Services, LLC and the other parties thereto, filed as Exhibit 10.44 to our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2011 and incorporated by reference herein.
|
10.13+
|
|
Form of Restricted Stock Agreement for the 2003 Employee Stock Incentive Plan filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.14+
|
|
Form of Restricted Stock Agreement for the 2003 Employee Stock Incentive Plan for Non-Employees filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.15+
|
|
Amendment to the MasTec, Inc. 2011 Employee Stock Purchase Plan, filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 3, 2011 and incorporated by reference herein.
|
10.16
|
|
Third Amended and Restated Credit Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto, filed as Exhibit 10.29 to our Annual Report on Form 10-K/A, filed on June 22, 2012, and incorporated by reference herein.
|
10.17
|
|
Consolidated, Amended and Restated Subsidiary Guaranty Agreement, dated as of August 22, 2011, by and among the Guarantors party thereto and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.18
|
|
Security Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.19
|
|
Fourth Amended, Restated and Consolidated Pledge Agreement, dated as of August 22, 2011, by and among MasTec, Inc., certain of its subsidiaries and Bank of America, N.A., as Administrative Agent filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 24, 2011 and incorporated by reference herein.
|
10.20
|
|
MasTec, Inc. Annual Incentive Plan for Executive Officers Plan, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012, and incorporated by reference herein.
|
10.21
|
|
Separation Agreement, dated December 31, 2012, by and between MasTec, Inc. and Ray Harris, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the with the SEC on January 4, 2013 and incorporated by reference herein.
|
10.22+
|
|
Employment Agreement, dated April 18, 2007, by and between MasTec, Inc. and José R. Mas, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 20, 2007 and incorporated by reference herein.
|
10.23+
|
|
Employment Agreement, dated as of January 1, 2008, by and between MasTec, Inc. and Alberto de Cardenas, filed as Exhibit 10.53 to our Annual Report on Form 10-K filed with the SEC on February 28, 2008 and incorporated by reference herein.
|
10.24+
|
|
Split-Dollar Agreement, dated as of October 16, 2013, by and among MasTec, Inc., Jorge Mas, and José Ramon Mas and Juan Carlos Mas, as Trustees of the Jorge Mas Irrevocable Trust, dated June 1, 2012, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 31, 2013 and incorporated by reference herein.
|
10.25
|
|
Amendment No. 1 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty, dated as of October 29, 2013, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.26+
|
|
MasTec, Inc. Bargaining Units ESPP, filed as Annex A to our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 29, 2012 and incorporated by reference herein.
|
10.27+
|
|
MasTec, Inc. 2013 Incentive Compensation Plan, filed with the SEC on April 10, 2013 as Annex B to our Definitive Proxy Statement on Schedule 14A and incorporated by reference herein.
|
10.28+
|
|
Form of Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.29+
|
|
Form of Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.34 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.30+
|
|
Form of Non-Employee Stock Option Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.35 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.31+
|
|
Form of Non-Employee Restricted Stock Agreement for the MasTec, Inc. 2013 Incentive Compensation Plan, filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with the SEC on February 27, 2014 and incorporated by reference herein.
|
10.32+
|
|
Amended and Restated Employment Agreement by and between MasTec, Inc. and C. Robert Campbell, dated January 23, 2014, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.33+
|
|
Employment Agreement by and between MasTec, Inc. and George Pita, dated January 23, 2014, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 24, 2014 and incorporated by reference herein.
|
10.34+
|
|
Split-Dollar Agreement between MasTec, Inc. and José Mas dated August 11, 2014, filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.35
|
|
Amendment No. 2 to Credit Agreement, dated as of June 25, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors party thereto, filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014 and incorporated by reference herein.
|
10.36*
|
|
Amendment No. 4 to Credit Agreement, dated as of November 21, 2014, by and among MasTec, Inc., MasTec North America, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, each of the other Lenders party thereto and each of the Subsidiary Guarantors Party thereto.
|
12.1*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
21*
|
|
Subsidiaries of MasTec, Inc.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certifications required by Section 302(b) of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
SEC file number for all Securities Exchange Act reports referenced in the exhibit list is 001 - 08106.
|
*
|
Filed herewith.
|
+
|
Management contract or compensation plan arrangement.
|
1.
|
Defined Terms
. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
Agreement to Guarantee
. The New Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to (i) provide an unconditional guarantee on the terms and subject to the conditions set forth in (A) Article Seventeen of the Indenture, (B) Article Eleven of the Second Supplemental Indenture, (C) Article Eleven of the Fourth Supplemental Indenture and (D) Article Eleven of the Fifth Supplemental Indenture and (ii) be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture.
|
3.
|
No Recourse against Others
. No recourse for the payment of the principal of, premium, if any, or interest on any of the notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of any obligor in this Indenture, or in any of the Notes or Guarantees or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any Subsidiary or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.
|
4.
|
Notices
. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Fifth Supplemental Indenture.
|
5.
|
Ratification of Indenture; Supplemental Indentures Part of Indenture
. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
|
6.
|
Governing Law
.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
|
7.
|
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
|
8.
|
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
9.
|
Effect of Headings
. The Section headings herein are for convenience only and shall not effect the construction thereof.
|
EXECUTION VERSION
|
Title:
|
Chief Operating Officer of MasTec, Inc.,
|
Lender
|
USD Commitment
|
Applicable
Percentage
(Committed
(USD) Facility)
|
MC
Commitment
|
Applicable
Percentage
(Committed (MC) Facility)
|
Term Loan Commitment
|
Applicable Percentage (Term Loan Facility)
|
|||
Bank of America, N.A.
|
$
|
79,075,448.52
|
9.884431065%
|
$
|
37,715,416.86
|
18.857708430%
|
$
|
36,959,134.62
|
14.783653850%
|
SunTrust Bank
|
$
|
79,075,448.52
|
9.884431065%
|
$
|
37,715,416.86
|
18.857708430%
|
$
|
36,959,134.62
|
14.783653850%
|
General Electric Capital Corporation
|
$
|
130,000,000.00
|
16.250000000%
|
$
|
0.00
|
0.000000000%
|
$
|
0.00
|
0.000000000%
|
Compass Bank
|
$
|
46,288,067.43
|
5.786008429%
|
$
|
22,077,317.19
|
11.038658600%
|
$
|
21,634,615.38
|
8.653846152%
|
PNC Bank, National Association
|
$
|
46,288,067.43
|
5.786008429%
|
$
|
22,077,317.19
|
11.038658600%
|
$
|
21,634,615.38
|
8.653846152%
|
HSBC Bank USA, National Association
|
$
|
43,716,508.12
|
5.464563515%
|
$
|
20,850,799.57
|
10.425399790%
|
$
|
20,432,692.31
|
8.173076924%
|
Bank of Montreal
|
$
|
64,567,307.69
|
8.070913461%
|
$
|
0.00
|
0.000000000%
|
$
|
0.00
|
0.000000000%
|
Barclays Bank PLC
|
$
|
25,715,593.02
|
3.214449128%
|
$
|
12,265,176.21
|
6.132588105%
|
$
|
12,019,230.77
|
4.807692308%
|
Regions Bank
|
$
|
25,715,593.02
|
3.214449128%
|
$
|
12,265,176.21
|
6.132588105%
|
$
|
12,019,230.77
|
4.807692308%
|
JPMorgan Chase Bank, N.A.
|
$
|
37,980,769.23
|
4.747596154%
|
$
|
0.00
|
0.000000000%
|
$
|
12,019,230.77
|
4.807692308%
|
Bank United
|
$
|
37,980,769.23
|
4.747596154%
|
$
|
0.00
|
0.000000000%
|
$
|
12,019,230.77
|
4.807692308%
|
Morgan Stanley Bank, N.A.
|
$
|
37,980,769.23
|
4.747596154%
|
$
|
0.00
|
0.000000000%
|
$
|
12,019,230.77
|
4.807692308%
|
Branch Banking and Trust Company
|
$
|
27,082,751.13
|
3.385343891%
|
$
|
12,917,248.87
|
6.458624435%
|
$
|
0.00
|
0.000000000%
|
U.S. Bank National Association
|
$
|
19,286,694.77
|
2.410836846%
|
$
|
9,198,882.16
|
4.599441080%
|
$
|
9,014,423.07
|
3.605769228%
|
Florida Community Bank N.A.
|
$
|
24,687,500.00
|
3.085937500%
|
$
|
0.00
|
0.000000000%
|
$
|
7,812,500.00
|
3.125000000%
|
Synovus Bank
|
$
|
24,687,500.00
|
3.085937500%
|
$
|
0.00
|
0.000000000%
|
$
|
7,812,500.00
|
3.125000000%
|
Banco de Sabadell, S.A. – Miami Branch
|
$
|
22,788,461.54
|
2.848557693%
|
$
|
0.00
|
0.000000000%
|
$
|
7,211,538.46
|
2.884615384%
|
Siemens Financial Services, Inc.
|
$
|
20,312,063.34
|
2.539007918%
|
$
|
9,687,936.66
|
4.843968330%
|
$
|
0.00
|
0.000000000%
|
BMO Harris Bank, N.A.
|
$
|
0.00
|
0.000000000%
|
$
|
0.00
|
0.000000000%
|
$
|
20,432,692.31
|
8.173076924%
|
Israel Discount Bank of New York
|
$
|
6,770,687.78
|
0.846335973%
|
$
|
3,229,312.22
|
1.614656110%
|
$
|
0.00
|
0.000000000%
|
Total
|
$
|
800,000,000.00
|
100.000000000%
|
$
|
200,000,000.00
|
100.000000000%
|
$
|
250,000,000.00
|
100.000000000%
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
$
|
198,430
|
|
|
$
|
240,214
|
|
|
$
|
192,719
|
|
|
$
|
159,280
|
|
|
$
|
114,072
|
|
Add: Fixed charges
|
138,618
|
|
|
131,281
|
|
|
111,949
|
|
|
91,259
|
|
|
73,308
|
|
|||||
Less: Undistributed earnings (losses) from equity method investees
|
(269
|
)
|
|
—
|
|
|
—
|
|
|
39
|
|
|
(321
|
)
|
|||||
Total earnings
|
$
|
337,317
|
|
|
$
|
371,495
|
|
|
$
|
304,668
|
|
|
$
|
250,500
|
|
|
$
|
187,701
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
50,898
|
|
|
$
|
46,804
|
|
|
$
|
37,784
|
|
|
$
|
35,006
|
|
|
$
|
30,220
|
|
Estimate of interest expense within rental expense
|
87,720
|
|
|
84,477
|
|
|
74,165
|
|
|
56,253
|
|
|
43,088
|
|
|||||
Total fixed charges
|
$
|
138,618
|
|
|
$
|
131,281
|
|
|
$
|
111,949
|
|
|
$
|
91,259
|
|
|
$
|
73,308
|
|
Ratio of earnings to fixed charges
|
2.4
|
|
|
2.8
|
|
|
2.7
|
|
|
2.7
|
|
|
2.6
|
|
Date: July 31, 2015
|
|
|
|
/s/
José R. Mas
|
|
José
R. Mas
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
Date: July 31, 2015
|
|
|
|
/s/ George L. Pita
|
|
George L. Pita
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date: July 31, 2015
|
/s/
José R. Mas
|
|
Name:
José R
. Mas
Title: Chief Executive Officer
|
Date: July 31, 2015
|
/s/ George L. Pita
|
|
Name: George L. Pita
Title: Executive Vice President/Chief Financial Officer
|