MASTEC INCMTZ
MASTEC INC Fair Value Disclosure
Fair Value of Financial Instruments
Acquisition-Related Contingent Consideration
Acquisition-related contingent consideration is composed of earn-outs, which represent the estimated fair value of future amounts payable for businesses, which the Company refers to as “Earn-outs,” that are contingent upon the acquired businesses achieving certain levels of earnings in the future. The fair values of the Company’s Earn-out liabilities are estimated using income approaches such as discounted cash flows or option pricing models, both of which incorporate significant inputs not observable in the market (Level 3 inputs), including management’s estimates and entity-specific assumptions, and are evaluated on an ongoing basis. Key assumptions include the discount rate, which, as of December 31, 2025, ranged from 10.5% to 14.3%, with a weighted average rate of 11.1% based on the relative fair value of the respective Earn-out liabilities, and probability-weighted projections of EBITDA. Significant changes in any of these assumptions could result in significantly higher or lower estimated Earn-out liabilities. The ultimate payment amounts for the Company’s Earn-out liabilities will be determined based on the actual results achieved by the acquired businesses. As of December 31, 2025, the range of potential undiscounted Earn-out liabilities was estimated to be between $21 million and $88 million; however, there is no maximum payment amount.
Earn-out activity consists primarily of additions from new business combinations; changes in the expected fair value of future payment obligations; and payments. The following table, which may contain slight summation differences due to rounding, provides a reconciliation of changes in Earn-out liabilities measured at fair value for the periods indicated (in millions):
| Year Ended December 31, | |||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||
Balance as of beginning of period (a) | $ | 112.7 | $ | 77.4 | $ | 127.4 | |||||||||||
Additions | 12.8 | 56.1 | 1.4 | ||||||||||||||
| (3.5) | 5.2 | (12.6) | |||||||||||||||
| Payments | (49.4) | (26.1) | (38.8) | ||||||||||||||
Balance as of end of period (a) | $ | 72.6 | $ | 112.7 | $ | 77.4 | |||||||||||
(a)Earn-out liabilities included within other current liabilities totaled approximately $28.2 million and $70.0 million as of December 31, 2025 and 2024, respectively.
(b)For the year ended December 31, 2025, fair value adjustments related primarily to decreases within the Power Delivery segment, which were partially offset by increases primarily within the Pipeline Infrastructure segment. For the year ended December 31, 2024, fair value adjustments related primarily to increases within the Clean Energy and Infrastructure, Power Delivery and Pipeline Infrastructure segments, which were partially offset by decreases related to acquisitions within the Communications segment. For the year ended December 31, 2023, fair value adjustments related primarily to decreases within the Communications segment, which were partially offset by net increases, primarily within the Clean Energy and Infrastructure and Power Delivery segments. The decrease in the Communications segment for the year ended December 31, 2023 included a reduction of approximately $12.3 million related to mandatorily redeemable non-controlling interests. In 2023, the Company acquired the remaining interests of an entity with which it had a mandatorily redeemable non-controlling interest arrangement.
Equity Investments
The Company’s equity investments as of December 31, 2025 include the Company’s: (i) 33% equity interests in Trans-Pecos Pipeline, LLC and Comanche Trail Pipeline, LLC, collectively “Waha JVs”; (ii) 15% equity interest in Cross Country Infrastructure Services, Inc. (“CCI”); (iii) 50% equity interests in each of FM Technology Holdings, LLC, FM USA Holdings, LLC and All Communications Solutions Holdings, LLC, collectively “FM Tech”; (iv) interests in certain proportionately consolidated non-controlled joint ventures; and (v) certain other equity investments.
In the fourth quarter of 2025, the Company acquired a 15% interest in a battery recycling company, which is accounted for as an equity method investment, through the conversion of approximately $49 million of outstanding accounts receivable. The effect of this transaction is excluded from investing activities in the Company’s consolidated statements of cash flows given its non-cash nature. The fair value of the 15% equity interest received represented the carrying value of the accounts receivable at conversion, and accordingly no gain or loss was recognized.
As of December 31, 2025 and 2024, the aggregate carrying value of the Company’s equity investments, which are recorded within other long-term assets in the consolidated balance sheets, totaled approximately $377 million and $330 million, respectively. As of December 31, 2025 and 2024, equity investments measured on an adjusted cost basis, including the Company’s $15 million investment in CCI, totaled approximately $19 million and $18 million, respectively. Except for one investment for which the Company recorded an impairment loss totaling approximately $3 million during the year ended December 31, 2023, there were no impairments related to these investments in any of the years ended December 31, 2025, 2024 or 2023.
The Waha JVs. The Waha JVs own and operate certain pipeline infrastructure in the U.S. that transports natural gas to the Mexico border for export. The Company’s investments in the Waha JVs are accounted for as equity method investments. Cumulative undistributed earnings from the Waha JVs, which represents cumulative equity in earnings for the Waha JVs less distributions of earnings, totaled $146.8 million as of December 31, 2025. The Company’s net investment in the Waha JVs, which differs from its proportionate share of the net assets of the Waha JVs due primarily to equity method goodwill associated with capitalized investment costs, totaled approximately $290 million and $287 million as of December 31, 2025 and 2024, respectively. The table below reflects the investment activity of the Waha JVs for the dates indicated (in millions):
| Year Ended December 31, | |||||||||||||||||
2025 | 2024 | 2023 | |||||||||||||||
Equity in earnings (a) | $ | 32.9 | $ | 30.8 | $ | 30.3 | |||||||||||
Distributions of earnings (b) | 24.4 | 18.0 | 15.4 | ||||||||||||||
(a)Equity in earnings related to the Company’s proportionate share of income from the Waha JVs is included within the Company’s Other segment.
(b)Distributions of earnings from the Waha JVs are included within operating cash flows.
The Waha JVs are party to separate non-recourse financing facilities, each of which are secured by pledges of the equity interests in the respective entities, as well as a first lien security interest over virtually all of their assets. The Waha JVs are also party to certain interest rate swaps (the “Waha JV swaps”), which are accounted for as qualifying cash flow hedges. The Company reflects its proportionate share of any unrealized fair market value gains or losses from fluctuations in interest rates associated with these swaps within other comprehensive income or loss, as appropriate. For the years ended December 31, 2025 and 2023, the Company’s proportionate share of unrecognized unrealized activity on the Waha JV swaps totaled losses of approximately $8.0 million and $5.0 million, respectively, or $6.0 million and $3.7 million, net of tax, respectively, and for the year ended December 31, 2024, such activity totaled gains of approximately $0.5 million, or $0.3 million, net of tax.
Other Investments. The Company has equity interests in certain other entities that are accounted for as equity method investments. As of December 31, 2025 and 2024, the Company had an investment of approximately $15 million and $17 million, respectively, in FM Tech, which provides for additional funding upon the resolution of certain contingencies, which could range up to $7 million as of December 31, 2025. The fair value of the remaining contingent payments for FM Tech, which are included within other current liabilities, was estimated to be $3 million as of both December 31, 2025 and 2024. For the years ended December 31, 2024 and 2023, the Company made equity contributions of approximately $0.4 million and $0.2 million, respectively, to these other entities, and for the year ended December 31, 2025, there were no equity contributions to these entities. For the years ended December 31, 2025 and 2024, distributions from these entities totaled approximately $0.5 million and $1.9 million, respectively, and for the year ended December 31, 2023, there were no distributions from these entities. The Company has subcontracting arrangements with certain of these entities for the performance of construction services, and expenses recognized in connection with these arrangements totaled approximately $3.8 million, $5.4 million and $2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of both December 31, 2025 and 2024, related amounts payable to these entities totaled approximately $0.3 million. In addition, the Company has advanced amounts to certain of these entities, which for the years ended December 31, 2024 and 2023, totaled approximately $0.1 million and $0.7 million, respectively, and there were no such amounts for the year ended December 31, 2025. As of December 31, 2025 and 2024, receivables related to these arrangements totaled approximately $4.0 million and $4.1 million, respectively.
Variable Interest Entities. The Company has determined that certain of its investment arrangements are VIEs. See Note 1 - Business, Basis of Presentation and Significant Accounting Policies for additional information. As of December 31, 2025, management determined that the Company is the primary beneficiary of two of its VIEs, and accordingly, has consolidated these entities within the Company’s financial statements, with the other parties’ interests accounted for as non-controlling interests.
The Company’s consolidated VIEs include an electric utility contractor in which the Company acquired a 49% interest in 2024. As of December 31, 2025 and 2024, the carrying values of assets associated with the Company’s consolidated VIEs totaled approximately $187.3 million and $134.8 million, respectively, which amounts consisted primarily of accounts receivable, net of allowance and contract assets. The carrying values of liabilities associated with the Company’s consolidated VIEs totaled approximately $184.6 million and $132.8 million as of December 31, 2025 and 2024, respectively, which amounts consisted primarily of accounts payable. The Company has not provided, nor is it obligated to provide, any financial support to any of its consolidated VIEs.
The carrying values of the Company’s VIEs that are not consolidated totaled approximately $20 million and $23 million as of December 31, 2025 and 2024, respectively, which amounts are recorded within other long-term assets in the consolidated balance sheets. Management believes that the Company’s maximum exposure to loss for its non-consolidated VIEs, inclusive of additional financing commitments, approximated $28 million and $34 million as of December 31, 2025 and 2024, respectively.
Senior Notes
The estimated fair values of the Company’s senior notes were determined based on an exit price approach using Level 2 inputs. See Note 8 - Debt for additional information pertaining to the Company’s senior notes.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Mar 1, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.