The following is a discussion and analysis of our business, financial condition
and results of operations as of and for the three month periods ended March 31,
2023 and 2022. This discussion and analysis should be read in conjunction with
our consolidated financial statements and notes thereto in Item 1 of this
Quarterly Report on Form 10-Q (this "Form 10-Q"), and the audited consolidated
financial statements, accompanying notes and Management's Discussion and
Analysis of Financial Condition and Results of Operations ("MD&A") contained in
our 2022 Form 10-K. In this MD&A, "$" means U.S. dollars unless specified
otherwise.

General Economic, Market and Regulatory Conditions



We have experienced, and may continue to experience, direct and indirect
negative effects on our business and operations from economic, market and
regulatory conditions, including rising interest rates, recent inflationary
effects on fuel prices, labor and materials costs, supply chain disruptions and
uncertainty from potential recessionary effects that could adversely affect
demand for future projects, delay existing project timing and/or cause increased
project costs. We expect the remainder of 2023 to continue to be a dynamic
macroeconomic environment, with elevated market interest rates and levels of
cost inflation, as well as recession concerns, any or all of which could
adversely affect our costs and customer demand. These conditions could affect
the cost of capital of both us and our customers, as well as our customers'
plans for capital investments and ongoing maintenance expenditures, which could
negatively affect demand for our services. The extent to which general economic,
market and regulatory conditions could affect our business, operations and
financial results is uncertain as it will depend upon numerous evolving factors
that we may neither be able to accurately predict nor quantify with specificity.

We believe that our financial position, cash flows and operational strengths
will enable us to manage the current uncertainties resulting from general
economic, market and regulatory conditions. We carefully manage our liquidity
and monitor any potential effects from changing economic, market and regulatory
conditions on our financial results, cash flows and/or working capital and will
take appropriate actions in efforts to mitigate any impacts.

Business Overview



We are a leading infrastructure construction company operating mainly throughout
North America across a range of industries. Our primary activities include the
engineering, building, installation, maintenance and upgrade of communications,
energy, utility and other infrastructure, such as: power delivery services,
including transmission, distribution, environmental planning and compliance;
wireless, wireline/fiber and customer fulfillment activities; power generation,
primarily from clean energy and renewable sources; pipeline distribution
infrastructure, including natural gas, carbon capture sequestration, water and
pipeline integrity services; heavy civil; industrial infrastructure; and
environmental remediation services. Our customers are primarily in these
industries. Including our predecessor companies, we have been in business for
over 90 years. For the twelve month period ended March 31, 2023, we had an
average of approximately 790 locations and 31,000 employees, respectively, and
as of March 31, 2023, we had approximately 830 locations and 33,000 employees,
respectively. We offer our services under the MasTec® and other service marks.
We have been consistently ranked among the top specialty contractors by
Engineering News-Record for the past several years.

We provide our services to a diversified base of customers and a significant
portion of our services are provided under master service and other service
agreements, which are generally multi-year agreements. The remainder of our work
is generated pursuant to contracts for specific projects or jobs that require
the construction or installation of an entire infrastructure system or specified
units within an infrastructure system.

We manage our operations under five operating segments, which represent our five
reportable segments: (1) Communications; (2) Clean Energy and Infrastructure;
(3) Oil and Gas; (4) Power Delivery; and (5) Other. This structure is generally
focused on broad end-user markets for our labor-based construction services. See
Note 13 - Segments and Related Information and Note 14 - Commitments and
Contingencies in the notes to the consolidated financial statements, which are
incorporated by reference, for additional information regarding our segment
reporting and significant customer concentrations.
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Backlog



Estimated backlog represents the amount of revenue we expect to realize over the
next 18 months from future work on uncompleted construction contracts, including
new contracts under which work has not begun, as well as revenue from change
orders and renewal options. Our estimated backlog also includes amounts under
master service and other service agreements and our proportionate share of
estimated revenue from proportionately consolidated non-controlled contractual
joint ventures. Estimated backlog for work under master service and other
service agreements is determined based on historical trends, anticipated
seasonal impacts, experience from similar projects and estimates of customer
demand based on communications with our customers. Based on current expectations
of our customers' requirements, we anticipate that we will realize approximately
62% of our estimated March 31, 2023 backlog in 2023. The following table
presents 18-month estimated backlog by reportable segment as of the dates
indicated:

                                     March 31,      December 31,       March 31,
Reportable Segment (in millions):      2023             2022             

2022


Communications                      $   5,602      $       5,303      $   

4,920


Clean Energy and Infrastructure         3,546              3,227          1,693
Oil and Gas                             2,013              1,740          1,382
Power Delivery                          2,731              2,709          2,650
Other                                       -                  -              -
Estimated 18-month backlog          $  13,892      $      12,979      $  10,645


As of March 31, 2023, 56% of our backlog is estimated to be attributable to
amounts under master service or other service agreements, pursuant to which our
customers are not contractually committed to purchase a minimum amount of
services. Most of these agreements can be canceled on short or no advance
notice. Timing of revenue for construction and installation projects included in
our backlog can be subject to change as a result of customer, regulatory or
other delays or cancellations, including from economic or other conditions,
including supply chain disruptions, inflationary effects, potential market or
recessionary uncertainty, permitting delays, climate-related matters, political
unrest, such as the ongoing military conflict in Ukraine, effects of public
health matters and/or other project-related factors. These effects, among
others, could cause estimated revenue to be realized in periods later than
originally expected, or not at all. We occasionally experience postponements,
cancellations and reductions in expected future work due to changes in our
customers' spending plans, market volatility, changes in governmental
permitting, regulatory delays and/or other factors. There can be no assurance as
to our customers' requirements or that actual results will be consistent with
the estimates included in our forecasts. As a result, our backlog as of any
particular date is an uncertain indicator of future revenue and earnings.

Backlog is a common measurement used in our industry. Our methodology for
determining backlog may not, however, be comparable to the methodologies used by
others. Backlog differs from the amount of our remaining performance
obligations, which are described in Note 1 - Business, Basis of Presentation and
Significant Accounting Policies in the notes to the consolidated financial
statements, which is incorporated by reference. As of March 31, 2023, total
18-month backlog differed from the amount of our remaining performance
obligations due primarily to the inclusion of $7.7 billion of estimated future
revenue under master service and other service agreements within our backlog
estimates, as described above, and the exclusion of approximately $2.3 billion
of remaining performance obligations and estimated future revenue under master
service and other service agreements in excess of 18 months, which amount is not
included in the backlog estimates above. Backlog expected to be realized in 2023
differs from the amount of remaining performance obligations expected to be
recognized for the same period due primarily to the inclusion of approximately
$2.9 billion of estimated future revenue under master service and other service
agreements that is included within the related backlog estimate.

Economic, Industry and Market Factors



We closely monitor the effects of changes in economic, industry and market
conditions on our customers, including the potential effects of inflation,
recessionary and/or market concerns, regulatory and climate-related matters.
Changes in general economic and market conditions can affect demand for our
customers' products and services, which can increase or decrease our customers'
planned capital and maintenance budgets in certain end-markets. Market,
regulatory and industry factors could affect demand for our services, or the
cost to provide such services, including (i) changes to our customers' capital
spending plans, including any potential effects from inflation, rising interest
rates, recessionary and/or market concerns, supply chain issues and/or public
health matters; (ii) new or changing regulatory requirements, governmental
policy changes, and/or customer or industry initiatives, including with respect
to climate change, environmental or sustainability matters and/or from changes
in governmental permitting; (iii) economic, political or other market
developments or uncertainty, including access to capital for customers in the
industries we serve and/or the ongoing military conflict in Ukraine; (iv)
changes in technology, tax and other incentives; and (v) mergers, acquisitions
or other business transactions among the customers we serve.

Changes in demand for, and fluctuations in market prices for, oil, gas and other
energy sources can affect demand for our services. In particular, such changes
can affect the level of activity in energy generation projects, including from
renewable energy sources, as well as pipeline construction and carbon capture
projects. The availability of transportation and transmission capacity can also
affect demand for our services, including energy generation, electric grid and
pipeline construction projects. These factors, as well as the highly competitive
nature of our industry, can result in changes in levels of activity, project
mix, and/or the profitability of the services we provide. In the face of
increased pricing pressure or other market developments, we strive to maintain
our profit margins through productivity improvements, cost reduction programs
and/or business streamlining efforts. Market developments, including rising
fuel, labor and materials costs, have had, and could continue to have, a
negative effect on our profitability, to the extent that we have not been, and
in the future are not able, to pass these costs through to our customers. While
we actively monitor economic, industry and market factors that could affect our
business, we cannot predict the effect that changes in such factors could have
on our future results of operations, liquidity and cash flows, and we may be
unable to fully mitigate, or benefit from, such changes.
                                       27
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Effect of Seasonality and Cyclical Nature of Business

Our revenue and results of operations are cyclical and can be subject to seasonal and other variations. For additional information regarding the effects of seasonality and the cyclical nature of our business, see Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our 2022 Form 10-K.

Critical Accounting Estimates



This discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with U.S. GAAP. The preparation of our consolidated
financial statements requires the use of estimates and assumptions that affect
the amounts reported in our consolidated financial statements and accompanying
notes. A summary of our critical accounting estimates is included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our 2022 Form 10-K. We are required to make estimates
and judgments in the preparation of our financial statements that affect the
reported amounts of assets and liabilities, revenues and expenses and related
disclosures. We continually review these estimates and their underlying
assumptions to ensure they are appropriate for the circumstances. Changes in the
estimates and assumptions we use could have a material impact on our financial
results. During the three month period ended March 31, 2023, there were no
material changes in our critical accounting estimates or policies.

For details of our first quarter 2023 quarterly review for indicators of impairment, refer to Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net, in the notes to the consolidated financial statements, which is incorporated by reference.



Results of Operations

Comparison of Quarterly Results



The following table, which may contain slight summation differences due to
rounding, reflects our consolidated results of operations in dollar and
percentage of revenue terms for the periods indicated (dollar amounts in
millions). Our consolidated results of operations are not necessarily comparable
from period to period due to the effect of recent acquisitions and certain other
items, which are described in the comparison of results section below. In this
discussion, "acquisition" results are defined as results from acquired
businesses for the first twelve months following the dates of the respective
acquisitions, with the balance of results for a particular item attributed to
"organic" activity.

                                                                For the Three Months Ended March 31,
                                                            2023                                    2022
Revenue                                      $  2,584.7                100.0  %       $ 1,954.4                100.0  %
Costs of revenue, excluding depreciation and
amortization                                    2,359.5                 91.3  %         1,733.3                 88.7  %
Depreciation                                      107.2                  4.1  %            85.2                  4.4  %
Amortization of intangible assets                  41.9                  1.6  %            25.6                  1.3  %
General and administrative expenses               163.9                  6.3  %           145.4                  7.4  %
Interest expense, net                              52.7                  2.0  %            16.0                  0.8  %
Equity in earnings of unconsolidated
affiliates, net                                    (9.2)                (0.4) %            (6.8)                (0.3) %

Other (income) expense, net                        (6.2)                (0.2) %             3.8                  0.2  %
Loss before income taxes                     $   (125.3)                (4.8) %       $   (48.1)                (2.5) %
Benefit from income taxes                          44.7                  1.7  %            13.1                  0.7  %
Net loss                                     $    (80.5)                (3.1) %       $   (35.0)                (1.8) %
Net (loss) income attributable to
non-controlling interests                          (0.0)                (0.0) %             0.0                  0.0  %
Net loss attributable to MasTec, Inc.        $    (80.5)                (3.1) %       $   (35.0)                (1.8) %


                                       28
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We review our operating results by reportable segment. See Note 13 - Segments
and Related Information in the notes to the consolidated financial statements,
which is incorporated by reference. Our reportable segments are: (1)
Communications; (2) Clean Energy and Infrastructure; (3) Oil and Gas; (4) Power
Delivery; and (5) Other. Management's review of segment results includes
analyses of trends in revenue, EBITDA and EBITDA margin. EBITDA for segment
reporting purposes is calculated consistently with our consolidated EBITDA
calculation. See the discussion of our non-U.S. GAAP financial measures,
including certain adjusted non-U.S. GAAP measures, as described below, following
the comparison of results discussion below. The following table presents
revenue, EBITDA and EBITDA margin by segment for the periods indicated (dollar
amounts in millions):

                                        Revenue                              EBITDA and EBITDA Margin
                            For the Three Months Ended March                               For the Three Months
                                          31,                                                Ended March 31,
Segment:                        2023                2022                                       2023 (a)                             2022 (a)
Communications              $    806.6          $   664.2                           $   52.8                6.5  %       $   40.3                 6.1  %
Clean Energy and
Infrastructure                   824.9              435.9                                5.3                0.6  %           10.9                 2.5  %
Oil and Gas                      256.5              211.0                               14.5                5.7  %           21.5                10.2  %
Power Delivery                   709.4              650.5                               47.4                6.7  %           46.1                 7.1  %
Other                                -                  -                                7.1                    NM            6.9                     NM
Eliminations                     (12.7)              (7.2)                                 -                  -                 -                   -
Segment Total               $  2,584.7          $ 1,954.4                           $  127.1                4.9  %       $  125.7                 6.4  %
Corporate                            -                  -                              (50.5)                 -             (47.0)                  -
Consolidated Total          $  2,584.7          $ 1,954.4                           $   76.6                3.0  %       $   78.7                 4.0  %

NM - Percentage is not meaningful



(a)   For the three month period ended March 31, 2023, Communications, Clean
Energy and Infrastructure and Power Delivery EBITDA included $8.9 million, $5.2
million and $1.7 million, respectively, of acquisition and integration costs
related to our recent acquisitions, and Corporate EBITDA included $1.3 million
of such costs. For the three month period ended March 31, 2022, Communications,
Oil and Gas and Power Delivery EBITDA included $0.8 million, $2.0 million and
$7.0 million, respectively, of such acquisition and integration costs, and
Corporate EBITDA included $3.8 million.

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022



Revenue. For the three month period ended March 31, 2023, consolidated revenue
totaled $2,585 million as compared with $1,954 million for the same period in
2022, an increase of $630 million, or 32%. Revenue increased in our Clean Energy
and Infrastructure segment by $389 million, or 89%, in our Communications
segment by $142 million, or 21%, in our Power Delivery segment by $59 million,
or 9%, and in our Oil and Gas segment by $46 million, or 22%. Acquisitions
contributed $401 million of increased revenue for the three month period ended
March 31, 2023, whereas organic revenue increased by approximately $230 million,
or 12%, as compared with the same period in 2022.

Communications Segment. Communications revenue was $807 million for the three
month period ended March 31, 2023 as compared with $664 million for the same
period in 2022, an increase of $142 million, or 21%. Acquisitions contributed
$19 million of revenue for the three month period ended March 31, 2023, and
organic revenue increased by approximately $124 million, or 19%, as compared
with the same period in 2022. The increase in organic revenue was driven
primarily by higher levels of wireless and wireline project activity.

Clean Energy and Infrastructure Segment. Clean Energy and Infrastructure revenue
was $825 million for the three month period ended March 31, 2023 as compared
with $436 million for the same period in 2022, an increase of $389 million, or
89%. Acquisitions contributed $374 million of revenue for the three month period
ended March 31, 2023, and organic revenue increased by approximately $16
million, or 4%, as compared with the same period in 2022, due primarily to
higher levels of renewable project activity.

Oil and Gas Segment. Oil and Gas revenue was $257 million for the three month
period ended March 31, 2023, as compared with $211 million for the same period
in 2022, an increase of $46 million, or 22%, primarily due to higher levels of
project activity, including midstream pipeline and pipeline integrity project
work, offset, in part, by a decrease in large diameter project activity.

Power Delivery Segment. Power Delivery revenue was $709 million for the three
month period ended March 31, 2023, as compared with $651 million for the same
period in 2022, an increase of $59 million, or 9%. For the three month period
ended March 31, 2023, acquisitions contributed $8 million of revenue, and
organic revenue increased by approximately $51 million, or 8%, as compared with
the same period in 2022, primarily due to higher levels of project activity,
including for transmission-related project work.

Costs of revenue, excluding depreciation and amortization. Costs of revenue,
excluding depreciation and amortization, increased by approximately $626
million, or 36%, to $2,359 million for the three month period ended March 31,
2023 from $1,733 million for the same period in 2022. Higher levels of revenue
contributed an increase of $559 million in costs of revenue, excluding
depreciation and amortization, and reduced productivity contributed an increase
of approximately $67 million. Costs of revenue, excluding depreciation and
amortization, as a percentage of revenue increased by approximately 260 basis
points, from 88.7% of revenue for the three month period ended March 31, 2022 to
91.3% of revenue for the same period in 2023. The basis point increase was
primarily due to a combination of project inefficiencies, primarily within our
Clean Energy and Infrastructure, Power Delivery and Oil and Gas segments, as
well as the effects of inflation on labor, fuel and materials costs across our
businesses, certain acquisition and integration costs and project mix, offset,
in part, by improved efficiencies within our Communications segment and the
effects of certain project close-outs.
                                       29
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Depreciation. Depreciation was $107 million, or 4.1% of revenue, for the three
month period ended March 31, 2023, as compared with $85 million, or 4.4% of
revenue, for the same period in 2022, an increase of approximately $22 million,
or 26%. Acquisitions contributed $14 million of depreciation for the three month
period ended March 31, 2023, and organic depreciation increased by $8 million,
or 10%, due primarily to capital expenditures in 2022 in support of certain
prior year growth initiatives and to address prior year supply chain disruption
concerns. As a percentage of revenue, depreciation decreased by approximately 20
basis points, due primarily to higher levels of revenue.

Amortization of intangible assets. Amortization of intangible assets was $42
million, or 1.6% of revenue, for the three month period ended March 31, 2023, as
compared with $26 million, or 1.3% of revenue, for the same period in 2022, an
increase of $16 million, or 64%. Acquisitions contributed approximately $15
million of amortization for the three month period ended March 31, 2023, and
organic amortization increased by approximately $2 million, or 7%, due primarily
to timing of amortization of intangible assets. As a percentage of revenue,
amortization of intangible assets increased by approximately 30 basis points.

General and administrative expenses. General and administrative expenses totaled
$164 million, or 6.3% of revenue, for the three month period ended March 31,
2023 as compared with $145 million, or 7.4% of revenue, for the same period in
2022, for an increase of $19 million, or 13%. Acquisitions, including certain
acquisition and integration costs, contributed $33 million of general and
administrative expenses for the three month period ended March 31, 2023, whereas
organic general and administrative expenses decreased by approximately $14
million, or 10%, as compared with the same period in the prior year, primarily
due to a reduction in compensation expense and an increase in gains on sales of
assets, net. Total acquisition and integration costs included within general and
administrative expenses increased from $14 million for the three month period
ended March 31, 2022 to $15 million for the same period in 2023. Overall,
general and administrative expenses decreased by approximately 110 basis points
as a percentage of revenue for the three month period ended March 31, 2023 as
compared with the same period in 2022, due, in part, to higher levels of
revenue.

Interest expense, net. Interest expense, net of interest income, was
approximately $53 million, or approximately 2.0% of revenue, for the three month
period ended March 31, 2023, as compared with approximately $16 million, or 0.8%
of revenue, for the same period in 2022, an increase of $37 million, or
approximately 228%. The increase in interest expense, net, resulted primarily
from credit facility activity and term loans, which increased by approximately
$27 million due to higher average balances, including from indebtedness incurred
in connection with acquisition activity, including $700 million of additional
unsecured term loans entered into in connection with the acquisition of
Infrastructure and Energy Alternatives, Inc. ("IEA") in the fourth quarter of
2022, as well as higher average interest rates on our floating rate debt as
compared with the same period in 2022. In addition, interest expense from senior
notes increased by $5 million due to the assumption, exchange and issuance of
$300 million aggregate principal amount of 6.625% senior notes in connection
with the IEA acquisition. See Financial Condition, Liquidity and Capital
Resources discussion below for details of our debt instruments. In addition,
interest expense from accounts receivable financing arrangements increased by
approximately $3 million due primarily to higher average interest rates, and, to
a lesser extent, to higher average balances.

Equity in earnings of unconsolidated affiliates, net. Equity in earnings or
losses of unconsolidated affiliates includes our share of income or losses from
equity investees. For the three month periods ended March 31, 2023 and 2022,
equity in earnings from unconsolidated affiliates, net, totaled approximately $9
million and $7 million, respectively, and related primarily to our investments
in the Waha JVs, and, to a lesser extent, equity in earnings, net, from our
investments in certain other entities.

Other (income) expense, net. Other (income) expense, net, consists primarily of
gains or losses from changes to estimated Earn-out accruals and certain
contingent payments to the former owners of an acquired business; certain
legal/other settlements; gains or losses, or changes in estimated recoveries
from certain assets, including financial instruments, and certain liabilities;
certain purchase accounting adjustments, and other miscellaneous income or
expense. Other income, net, was $6 million for the three month period ended
March 31, 2023, as compared with other expense, net, of $4 million for the same
period in 2022. For the three month period ended March 31, 2023, other income,
net, included approximately $3 million of income from the final settlement and
expiration of certain warrants related to the acquisition of IEA and
approximately $6 million of other miscellaneous income, net, including from
insurance and other settlements, offset, in part, by $2 million of expense from
changes in the fair value of additional contingent payments to the former owners
of an acquired business. For the three month period ended March 31, 2022, other
expense, net, included approximately $5 million of expense, net, from changes in
the fair value of certain investments and income from strategic arrangements.

Benefit from income taxes. Income tax benefit was $45 million for the three
month period ended March 31, 2023 as compared with $13 million for the same
period in the prior year. Pre-tax losses increased to $125 million for the three
month period ended March 31, 2023 from $48 million for the same period in 2022.
For the three month period ended March 31, 2023, our effective tax rate
increased to 35.7% from 27.3% for the same period in 2022. Our effective tax
rate in the first quarter of 2023 included the effects of a net tax benefit of
approximately $9 million from the vesting of share-based payment awards and an
increase in non-deductible expenses, whereas in the first quarter of 2022,
included a net tax benefit of approximately $1 million from the vesting of
share-based payment awards.

Analysis of EBITDA by Segment



Communications Segment. EBITDA for our Communications segment was $53 million,
or 6.5% of revenue, for the three month period ended March 31, 2023, as compared
with $40 million, or 6.1% of revenue, for the same period in 2022, an increase
of approximately $12 million, or 31%. Higher levels of revenue contributed an
increase in EBITDA of $9 million. As a percentage of revenue, EBITDA increased
by 50 basis points, or approximately $4 million, due primarily to improved
efficiencies, including the benefit of certain prior year growth initiatives,
offset, in part, by the effects of inflation on labor, fuel and materials costs
as well as an increase of approximately $8 million in acquisition and
integration costs.
                                       30
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Clean Energy and Infrastructure Segment. EBITDA for our Clean Energy and
Infrastructure segment was $5 million, or 0.6% of revenue, for the three month
period ended March 31, 2023, as compared with EBITDA of $11 million, or 2.5% of
revenue, for the same period in 2022, a decrease of approximately $6 million, or
51%. As a percentage of revenue, EBITDA decreased by approximately 190 basis
points, or approximately $15 million, due primarily to project inefficiencies,
including from certain acquired entities, as well as the effects of inflation on
labor, fuel and materials costs and an increase of approximately $5 million in
acquisition and integration costs, offset, in part, by the effect of certain
project close-outs. Higher levels of revenue contributed an increase in EBITDA
of $10 million.

Oil and Gas Segment. EBITDA for our Oil and Gas segment was $15 million, or 5.7%
of revenue, for the three month period ended March 31, 2023, as compared with
EBITDA of $22 million, or 10.2% of revenue, for the same period in 2022, a
decrease of approximately $7 million, or 32%. Reduced productivity contributed a
decrease in EBITDA of approximately $12 million, whereas higher levels of
revenue contributed an increase in EBITDA of $5 million. EBITDA margins
decreased by approximately 450 basis points due primarily to reduced
efficiencies, including from a reduction in revenue on large-diameter pipeline
projects as a result of regulatory delays, the effects of inflation on labor,
fuel and materials costs, and project mix, offset, in part, by a reduction of
approximately $2 million in acquisition and integration costs.

Power Delivery Segment. EBITDA for our Power Delivery segment was $47 million,
or 6.7% of revenue, for the three month period ended March 31, 2023, as compared
with EBITDA of $46 million, or 7.1% of revenue, for the same period in 2022, an
increase in EBITDA of approximately $1 million, or 3%. Higher levels of revenue
contributed an increase in EBITDA of $4 million. As a percentage of revenue,
EBITDA decreased by approximately 40 basis points, or $3 million, primarily due
to project mix, as well as project inefficiencies, including from the effects of
inflation on labor, fuel and materials costs, offset, in part, by a reduction of
approximately $5 million in acquisition and integration costs.

Other Segment. EBITDA from Other businesses was approximately $7 million for
both the three month periods ended March 31, 2023 and 2022. EBITDA from Other
businesses relates primarily to equity in earnings from our investments in the
Waha JVs, offset, in part, by losses from other businesses and investments.

Corporate. Corporate EBITDA was negative $51 million for the three month period
ended March 31, 2023, as compared with EBITDA of negative $47 million for the
same period in 2022, for a decrease in EBITDA of approximately $4 million.
Acquisition and integration costs included within general and administrative
expenses decreased from $4 million for the three month period ended March 31,
2022 to $1 million for the same period in 2023. For the three month period ended
March 31, 2023, Corporate EBITDA included approximately $2 million of expense
from changes in the fair value of additional contingent payments to the former
owners of an acquired business and $3 million of income from the final
settlement and expiration of certain warrants related to the acquisition of IEA.
Corporate EBITDA for the three month period ended March 31, 2022 included $5
million of expense, net, from changes in the fair value of certain investments
and income from strategic arrangements. For the three month period ended
March 31, 2023, Corporate expenses not related to the above-described items
increased by approximately $13 million as compared with the same period in the
prior year, due primarily to the effects of timing of ordinary course legal and
other settlement matters.

Foreign Operations

Our foreign operations are primarily in Canada and, to a far lesser extent, in
Mexico, the Caribbean and India. See Note 13 - Segments and Related Information
in the notes to the consolidated financial statements, which is incorporated by
reference.

Non-U.S. GAAP Financial Measures



As appropriate, we supplement our reported U.S. GAAP financial information with
certain non-U.S. GAAP financial measures, including earnings before interest,
income taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA
("Adjusted EBITDA"), adjusted net income ("Adjusted Net Income") and adjusted
diluted earnings per share ("Adjusted Diluted Earnings Per Share"). These
"adjusted" non-U.S. GAAP measures exclude, as applicable to the particular
periods, non-cash stock-based compensation expense; acquisition and integration
costs related to our recent acquisitions; and fair value gains or losses, net,
on an investment; and, for Adjusted Net Income and Adjusted Diluted Earnings Per
Share, amortization of intangible assets and the tax effects of the adjusted
items. These definitions of EBITDA and Adjusted EBITDA are not the same as in
our Credit Facility or in the indenture governing our senior notes; therefore,
EBITDA and Adjusted EBITDA as presented in this discussion should not be used
for purposes of determining our compliance with the covenants contained in our
debt instruments.

We use EBITDA and Adjusted EBITDA, as well as Adjusted Net Income and Adjusted
Diluted Earnings Per Share to evaluate our performance, both internally and as
compared with our peers, because these measures exclude certain items that may
not be indicative of our core operating results, as well as items that can vary
widely across different industries or among companies within the same industry.
We believe that these adjusted measures provide a baseline for analyzing trends
in our underlying business. Non-cash stock-based compensation expense can be
subject to volatility from changes in the market price per share of our common
stock or variations in the value and number of shares granted, and amortization
of intangible assets is subject to acquisition activity, which varies from
period to period. In 2021, we initiated a significant transformation of our
end-market business operations to position the Company for expected future
opportunities. This transformation has included significant acquisition activity
to expand our scale and capacity in renewable energy, power delivery, heavy
civil and telecommunications services, and has resulted in significant
acquisition and integration costs. Beginning in the fourth quarter of 2021, due
to the extent of the acquisition costs related to this acquisition activity and
the extent of the integration efforts that have been, and continue to be,
required in connection with such acquisitions, we are excluding acquisition and
integration costs in calculating Adjusted EBITDA and Adjusted Net Income for
these acquisitions. In addition, since the second quarter of 2022, we exclude
fair value gains or losses, net, for our investment in American Virtual Cloud
Technologies, Inc. ("AVCT") in calculating our adjusted results, with prior
periods updated to conform to this presentation. We believe that fair value
gains or losses for our investment in AVCT, a company in which we had no active
involvement and which varied from period to period based on fluctuations in the
market price of the investment, are not indicative of our core operations, and
that this presentation improves comparability of our results with those of our
peers. AVCT filed for bankruptcy in the first quarter of 2023, and our
investment was fully written off. We exclude intangible asset amortization from
our adjusted measures due to its non-operational nature and inherent volatility,
as acquisition activity varies from period to period. We also believe that this
presentation is common practice in our industry and improves comparability of
our results with those of our peers. Each company's definitions of these
adjusted measures may vary as they are not standardized and should be used in
light of the provided reconciliations.
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We believe that these non-U.S. GAAP financial measures provide meaningful
information and help investors understand our financial results and assess our
prospects for future performance. Because non-U.S. GAAP financial measures are
not standardized, it may not be possible to compare these financial measures
with other companies' non-U.S. GAAP financial measures having the same or
similar names. These financial measures should not be considered in isolation
from, as substitutes for, or alternative measures of, reported net income or
diluted earnings per share, and should be viewed in conjunction with the most
comparable U.S. GAAP financial measures and the provided reconciliations
thereto. We believe these non-U.S. GAAP financial measures, when viewed together
with our U.S. GAAP results and related reconciliations, provide a more complete
understanding of our business. We strongly encourage investors to review our
consolidated financial statements and publicly filed reports in their entirety
and not rely on any single financial measure.

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA in dollar and percentage of revenue terms, for the periods indicated. The tables below (dollar amounts in millions) may contain slight summation differences due to rounding.



                                                             For the Three Months Ended March 31,
                                                         2023                                     2022
Net loss                                  $     (80.5)                (3.1) %       $   (35.0)                (1.8) %
Interest expense, net                            52.7                  2.0  %            16.0                  0.8  %
Benefit from income taxes                       (44.7)                (1.7) %           (13.1)                (0.7) %
Depreciation                                    107.2                  4.1  %            85.2                  4.4  %
Amortization of intangible assets                41.9                  1.6  %            25.6                  1.3  %
EBITDA                                    $      76.6                  3.0  %       $    78.7                  4.0  %
Non-cash stock-based compensation expense         8.5                  0.3  %             6.3                  0.3  %

Acquisition and integration costs                17.1                  0.7  %            13.6                  0.7  %

Losses on fair value of investment                0.2                  0.0  %               -                    -  %
Adjusted EBITDA                           $     102.5                  4.0  %       $    98.7                  5.0  %

A reconciliation of EBITDA and EBITDA margin to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods indicated is as follows:


                                                               For the Three Months Ended March 31,
                                                           2023                                    2022
EBITDA                                      $      76.6                 3.0  %       $    78.7                  4.0  %
Non-cash stock-based compensation expense
(a)                                                 8.5                 0.3  %             6.3                  0.3  %

Acquisition and integration costs (b)              17.1                 0.7  %            13.6                  0.7  %

Losses on fair value of investment (a)              0.2                 0.0  %               -                    -  %
Adjusted EBITDA                             $     102.5                 4.0  %       $    98.7                  5.0  %
Segment:
Communications                              $      61.7                 7.7  %       $    41.1                  6.2  %
Clean Energy and Infrastructure                    10.5                 1.3  %            10.9                  2.5  %
Oil and Gas                                        14.5                 5.7  %            23.5                 11.1  %
Power Delivery                                     49.1                 6.9  %            53.2                  8.2  %
Other                                               7.1                     NM             6.9                      NM
Segment Total                               $     142.9                 5.5  %       $   135.6                  6.9  %
Corporate                                         (40.4)                  -              (36.9)                   -
Adjusted EBITDA                             $     102.5                 4.0  %       $    98.7                  5.0  %

NM - Percentage is not meaningful



(a)  Non-cash stock-based compensation expense and losses on the fair value of
our investment in AVCT are included within Corporate results.
(b)  For the three month period ended March 31, 2023, Communications, Clean
Energy and Infrastructure and Power Delivery EBITDA included $8.9 million, $5.2
million and $1.7 million, respectively, of acquisition and integration costs
related to our recent acquisitions, and Corporate EBITDA included $1.3 million
of such costs. For the three month period ended March 31, 2022, Communications,
Oil and Gas and Power Delivery EBITDA included $0.8 million, $2.0 million and
$7.0 million, respectively, of such acquisition and integration costs, and
Corporate EBITDA included $3.8 million.
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The table below, which may contain slight summation differences due to rounding,
reconciles reported net income and reported diluted earnings per share, the most
directly comparable U.S. GAAP financial measures, to Adjusted Net Income and
Adjusted Diluted Earnings Per Share.
                                                                    For the 

Three Months Ended March 31,


                                                              2023                                        2022
                                                Net Loss (in          Diluted Loss         Net Loss (in          Diluted Loss
                                                 millions)             Per Share             millions)            Per Share
Reported U.S. GAAP measure                    $       (80.5)         $     (1.05)         $      (35.0)         $     (0.47)
Adjustments:
Non-cash stock-based compensation expense               8.5                 0.11                   6.3                 0.08
Amortization of intangible assets                      41.9                 0.54                  25.6                 0.34

Acquisition and integration costs                      17.1                 0.22                  13.6                 0.18

Losses on fair value of investment                      0.2                 0.00                     -                    -
Total adjustments, pre-tax                    $        67.8          $      

0.88 $ 45.5 $ 0.61


  Income tax effect of adjustments (a)                (29.2)               (0.38)                (12.5)               (0.17)

Adjusted non-U.S. GAAP measure                $       (41.9)         $     

(0.54) $ (2.0) $ (0.03)




(a)  Represents the tax effects of the adjusted items that are subject to tax,
including the tax effects of non-cash stock-based compensation expense,
including from the vesting of share-based payment awards. Tax effects are
determined based on the tax treatment of the related item, the incremental
statutory tax rate of the jurisdictions pertaining to the adjustment, and their
effects on pre-tax income. For the three month period ended March 31, 2023, our
consolidated effective tax rate, as reported, was 35.7%, and as adjusted, was
27.0%. For the three month period ended March 31, 2022, our consolidated
effective tax rate, as reported, was 27.3%, and as adjusted, was 23.4%.

Financial Condition, Liquidity and Capital Resources



Our primary sources of liquidity are cash flows from operations, availability
under our Credit Facility and our cash balances. Our primary liquidity needs are
for working capital, capital expenditures, insurance and performance collateral
in the form of cash and letters of credit, debt service, income taxes, earn-out
obligations and equity and other investment funding requirements. We also
evaluate opportunities for strategic acquisitions, investments and other
arrangements from time to time, and we may consider opportunities to borrow
additional funds, which may include borrowings under our Credit Facility or debt
issuances, or to refinance, extend the terms of our existing indebtedness or
retire outstanding debt, or to repurchase additional shares of our outstanding
common stock under share repurchase authorizations, any of which may require our
use of cash.

Capital Expenditures. For the three month period ended March 31, 2023, we spent
approximately $63 million on capital expenditures, or $43 million, net of asset
disposals, and incurred approximately $23 million of equipment purchases under
finance leases. We estimate that we will spend approximately $150 million on
capital expenditures, or approximately $100 million, net of asset disposals, in
2023, and we expect to incur approximately $150 million of equipment purchases
under finance leases. Actual capital expenditures may increase or decrease in
the future depending upon business activity levels, as well as ongoing
assessments of equipment lease versus purchase decisions based on short and
long-term equipment requirements.

Acquisitions and Earn-Out Liabilities. We typically utilize cash for business
acquisitions and other strategic arrangements, and for the three month period
ended March 31, 2023, we used $47 million of cash for this purpose. In addition,
in most of our acquisitions, we have agreed to make future payments to the
sellers that are contingent upon the future earnings performance of the acquired
businesses, which we also refer to as "Earn-out" payments. Earn-out payments may
be paid in cash or, under specific circumstances, MasTec common stock, or a
combination thereof, generally at our option. The estimated total value of
future Earn-out liabilities as of March 31, 2023 was approximately $125 million.
Of this amount, approximately $36 million represents the liability for earned
amounts. The remainder is management's estimate of Earn-out liabilities that are
contingent upon future performance. Earn-out payments for the three month period
ended March 31, 2023 totaled approximately $2 million. There were no Earn-out
payments for the three month period ended March 31, 2022.

Our acquisition of HMG provides for certain additional payments to be made to
the sellers if certain acquired receivables are collected, which we refer to as
the "Additional Payments." Pursuant to the terms of the HMG purchase agreement,
a portion of the Additional Payments will be made in cash, with the remainder
due in shares of MasTec common stock. An Additional Payment of approximately
$29.4 million was made in May 2022, which payment was composed of approximately
$18 million in cash and 133,157 shares of MasTec common stock. As of March 31,
2023, the estimated fair value of remaining Additional Payments was
approximately $39 million, which includes the effect of unrealized fair value
losses of approximately $2 million related to the contingent shares. The number
of shares that would be paid in connection with the remaining Additional Payment
as of March 31, 2023 is approximately 170,000 shares. In addition, a fair value
gain of $2.8 million was recognized in the first quarter of 2023 related
primarily to remaining unexercised IEA warrants that expired on March 26, 2023.

Income Taxes. For both the three month periods ended March 31, 2023 and 2022,
tax refunds, net of tax payments, totaled approximately $1 million. Our tax
payments vary with changes in taxable income and earnings based on estimates of
full year taxable income activity and estimated tax rates.

Working Capital. We need working capital to support seasonal variations in our
business, primarily due to the effect of weather conditions on external
construction and maintenance work and the spending patterns of our customers,
both of which influence the timing of associated spending to support related
customer demand. Working capital needs are generally higher during the summer
and fall months due to increased
                                       33
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demand for our services when favorable weather conditions exist in many of the
regions in which we operate. Conversely, working capital needs are typically
converted to cash during the winter months. These seasonal trends, however, can
be offset by changes in the timing of projects, which can be affected by project
delays or accelerations and/or other factors that may affect customer spending.

Working capital requirements also tend to increase when we commence multiple
projects or particularly large projects because labor, including subcontractor
costs, and certain other costs, including inventory, typically become payable
before the receivables resulting from work performed are collected. The timing
of billings and project close-outs can contribute to changes in unbilled
revenue. As of March 31, 2023, we expect that substantially all of our unbilled
receivables will be billed to customers in the normal course of business within
the next twelve months. Total accounts receivable, which consists of contract
billings, unbilled receivables and retainage, net of allowance, were generally
flat at approximately $3.1 billion as of both March 31, 2023 and December 31,
2022. See below for discussion of our days sales outstanding, net of contract
liabilities, which we refer to as days sales outstanding, or "DSO."

Our payment billing terms are generally net 30 days, and some of our contracts
allow our customers to retain a portion of the contract amount (generally, from
5% to 10% of billings) until the job is completed. As part of our ongoing
working capital management practices, we evaluate opportunities to improve our
working capital cycle time through contractual provisions and certain financing
arrangements. For certain customers, we maintain inventory to meet the materials
requirements of the contracts. Occasionally, certain of our customers pay us in
advance for a portion of the materials we purchase for their projects or allow
us to pre-bill them for materials purchases up to specified amounts. Vendor
terms are generally 30 days. Our agreements with subcontractors often contain a
"pay-if-paid" provision, whereby our payments to subcontractors are made only
after we are paid by our customers.

Summary of Financial Condition, Liquidity and Capital Resources



Including our current assessment of general economic conditions on our results
of operations and capital resource requirements, we anticipate that funds
generated from operations, borrowings under our credit facilities and our cash
balances will be sufficient to meet our working capital requirements,
anticipated capital expenditures, debt service obligations, insurance and
performance collateral requirements, letter of credit needs, earn-out
obligations, required income tax payments, acquisition, strategic arrangement
and investment funding requirements, share repurchase activity and other
liquidity needs for the next twelve months and the foreseeable future.

Sources and Uses of Cash



As of March 31, 2023, we had approximately $1,278 million in working capital,
defined as current assets less current liabilities, as compared with $1,363
million as of December 31, 2022, a decrease of approximately $85 million. Cash
and cash equivalents totaled approximately $142 million and $371 million as of
March 31, 2023 and December 31, 2022, respectively, for a decrease of $229
million. See discussion below for further detail regarding our cash flows.

Sources and uses of cash are summarized below (in millions):



                                                                  For the Three Months Ended March
                                                                                 31,
                                                                      2023                 2022
Net cash (used in) provided by operating activities              $      (86.4)         $    131.5
Net cash used in investing activities                            $      (89.5)         $   (101.4)
Net cash used in financing activities                            $      

(53.4) $ (158.0)




Operating Activities. Cash flow from operations is primarily influenced by
changes in the timing of demand for our services and operating margins, but can
also be affected by working capital needs associated with the various types of
services we provide. Working capital is affected by changes in total accounts
receivable, prepaid expenses and other current assets, accounts payable and
payroll tax payments, accrued expenses and contract liabilities, all of which
tend to be related. These working capital items are affected by changes in
revenue resulting from the timing and volume of work performed, variability in
the timing of customer billings and collections of receivables, as well as
settlement of payables and other obligations. Net cash used in operating
activities for the three month period ended March 31, 2023 was $86 million, as
compared with approximately $132 million of net cash provided by operating
activities for the same period in 2022, for a decrease in net cash provided by
operating activities of approximately $218 million, due primarily to a decrease
in net income as well as the effect of timing-related working capital changes in
assets and liabilities, net, including a reduction in accounts payable and
accrued expenses.

DSO is calculated as total accounts receivable, net of allowance, less contract
liabilities, divided by average daily revenue for the most recently completed
quarter as of the balance sheet date. Our days sales outstanding, net of
contract liabilities ("DSO"), was 94 as of March 31, 2023, and as of
December 31, 2022, was 83. Our DSOs can fluctuate from period to period due to
timing of billings, billing terms, collections and settlements, timing of
project close-outs and retainage collections, changes in project and customer
mix and the effect of working capital initiatives. The increase in DSO as of
March 31, 2023 as compared with December 31, 2022 was due to timing of ordinary
course billing and collection activities, as well as the effect of lower levels
of organic revenue with fixed amounts of project retainage for certain projects.
Other than ordinary course matters subject to litigation, we do not anticipate
material collection issues related to our outstanding accounts receivable
balances, nor do we believe that we have material amounts due from customers
experiencing financial difficulties. Based on current information, we expect to
collect substantially all of our outstanding accounts receivable balances within
the next twelve months.

Investing Activities. Net cash used in investing activities decreased by
approximately $12 million to $89 million for the three month period ended
March 31, 2023 from $101 million for the same period in 2022. We paid $47
million related to acquisitions for the three month period ended March 31, 2023,
in which period we completed one acquisition, as compared with $22 million for
the same period in 2022, in which period we also completed one acquisition, for
an increase of approximately $25 million of cash used in investing activities.
Capital expenditures for the three month
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period ended March 31, 2023 totaled $63 million, or $43 million, net of asset
disposals, as compared with $83 million, or $79 million, net of asset disposals,
for the same period in 2022, for a decrease in cash used in investing activities
of approximately $35 million, due to the effect in the prior year period of
acceleration of capital expenditures to address supply chain disruption
concerns.

Financing Activities. Net cash used in financing activities for the three month
period ended March 31, 2023 was $53 million, as compared with $158 million for
the same period in 2022, for a decrease in cash used in financing activities of
$105 million. For the three month period ended March 31, 2023, we had $7 million
of borrowings, net of repayments, under our credit facility and term loans, as
compared with $82 million of repayments, net of borrowings for the same period
in 2022, for a decrease in cash used in financing activities of approximately
$88 million. In addition, share repurchases totaled $14 million for the three
month period ended March 31, 2022, whereas there were no share repurchases for
the same period in 2023, for a decrease in cash used in financing activities.
Payments for other financing activities, net, which includes amounts paid for,
and proceeds from, other borrowing and transaction-related activities, including
payments of financing costs, totaled $2 million of proceeds for the three month
period ended March 31, 2023, as compared with $17 million of payments for the
same period in 2022, for a decrease in cash used in financing activities of
approximately $19 million. The decrease in cash used in financing activities
from the above described items was offset, in part, by the payment for the three
month period ended March 31, 2023 of approximately $12 million to holders of our
non-controlling interests, including $10 million to acquire the remaining 15%
interests of one of these entities, whereas for the same period in 2022, we made
no payments.

Senior Credit Facility

We have a senior unsecured credit facility (the "Credit Facility") that matures
on November 1, 2026 and has aggregate borrowing commitments totaling $2.25
billion, which amount is composed of $1.9 billion of revolving commitments and a
Term Loan totaling $350 million in original principal amount. Aggregate
outstanding borrowings under the Credit Facility as of March 31, 2023 totaled
approximately $1.3 billion. Borrowings under the Credit Facility are used for
working capital requirements, capital expenditures and other corporate purposes,
including potential acquisitions, equity investments or other strategic
arrangements, and/or the repurchase or prepayment of indebtedness, among other
corporate borrowing requirements, including potential share repurchases.

We are dependent upon borrowings and letters of credit under our Credit Facility
to fund our operations. Should we be unable to comply with the terms and
conditions of our Credit Facility, we would be required to obtain modifications
to the Credit Facility or obtain an alternative source of financing to continue
to operate, neither of which may be available to us on commercially reasonable
terms, or at all. The Credit Facility is subject to certain provisions and
covenants, as more fully described in Note 7 - Debt in the notes to the audited
consolidated financial statements included in our 2022 Form 10-K.

4.50% Senior Notes



We have $600 million aggregate principal amount of 4.50% Senior Notes due August
15, 2028 (the "4.50% Senior Notes"). The 4.50% Senior Notes are subject to
certain provisions and covenants, as more fully described in Note 7 - Debt in
the notes to the audited consolidated financial statements included in our 2022
Form 10-K.

6.625% Senior Notes

We have $300 million aggregate principal amount of 6.625% Senior Notes due
August 15, 2029, which amount is composed of $225.1 million aggregate principal
amount of 6.625%% IEA senior notes (the "6.625% IEA Senior Notes") and $74.9
million aggregate principal amount of 6.625% MasTec senior notes (the "6.625%
MasTec Senior Notes"). The 6.625% IEA Senior Notes are structurally subordinated
to all indebtedness and other liabilities, including trade payables, of the
Company's subsidiaries and are effectively subordinated to any secured
indebtedness of IEA Energy Services LLC, the issuer of the IEA 6.625% Senior
Notes, to the extent of the value of the collateral securing such indebtedness.
The 6.625% MasTec Senior Notes are general senior unsecured obligations of the
Company, and rank equal in right of payment with all of the Company's existing
and future senior unsecured indebtedness and senior in right of payment to any
of the Company's future subordinated indebtedness. The 6.625% MasTec Senior
Notes are effectively subordinated to all secured indebtedness of the Company to
the extent of the value of the assets securing such indebtedness, and are
structurally subordinated to all obligations of the subsidiaries of the Company,
including trade payables and the 6.625% IEA Senior Notes. The 6.625% Senior
Notes are subject to certain provisions and covenants, as more fully described
in Note 7 - Debt in the notes to the audited consolidated financial statements
included in our 2022 Form 10-K.

2022 Term Loan Facility



We have $700.0 million of unsecured term loans that were entered into in
connection with the IEA acquisition, composed of $400.0 million in principal
amount of three-year loans maturing on October 7, 2025, and $300.0 million in
principal amount of five-year loans maturing on October 7, 2027 (together, the
"2022 Term Loan Facility"). The obligations under the 2022 Term Loan Facility
are unsecured and are not guaranteed by any of the Company or its subsidiaries.
The 2022 Term Loan Facility is subject to certain provisions and covenants, as
more fully described in Note 7 - Debt in the notes to the audited consolidated
financial statements included in our 2022 Form 10-K

Debt Covenants

We were in compliance with the provisions and covenants contained in our outstanding debt instruments as of March 31, 2023.

Additional Information



For detailed discussion and additional information pertaining to our debt
instruments, see Note 7 - Debt in the notes to the audited consolidated
financial statements included in our 2022 Form 10-K. Also, see Note 7 - Debt in
the notes to the consolidated financial statements in this Form 10-Q, which is
incorporated by reference, for current period balances and discussion.

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Off-Balance Sheet Arrangements



As is common in our industry, we have entered into certain off-balance sheet
arrangements in the ordinary course of business. Our significant off-balance
sheet transactions include liabilities associated with non-cancelable operating
leases with durations of less than twelve months, letter of credit obligations,
surety and performance and payment bonds entered into in the normal course of
business, self-insurance liabilities, liabilities associated with multiemployer
pension plans, liabilities associated with potential funding obligations and
indemnification and/or guarantee arrangements relating to our equity and other
investment arrangements, including our variable interest entities. These
off-balance sheet arrangements have not had, and are not reasonably likely to
have, a material impact on our financial condition, revenues or expenses,
results of operations, liquidity, cash requirements or capital resources in the
next twelve months or in the foreseeable future. Refer to Note 14 - Commitments
and Contingencies, Note 4 - Fair Value of Financial Instruments and Note 15 -
Related Party Transactions in the notes to the consolidated financial
statements, which are incorporated by reference.

Impact of Inflation



Over the last year, inflation, supply chain and labor constraints have had a
significant impact on the global economy, including on the construction industry
in the United States. The primary inflationary factors directly affecting our
operations are labor, fuel and material costs. Inflation has caused an increase
in consumer prices and regulatory actions to increase interest rates, thereby
elevating the risk of a recession. At the same time, the labor market remains at
historically low levels of unemployment, creating further pressure on the supply
of skilled labor. In times of low unemployment and/or high inflation, our labor
costs may increase due to shortages in the supply of skilled labor and increases
in compensation rates generally. Although most project materials are provided by
our customers, increases in the cost of materials could negatively affect the
economic viability of our customers' projects, and accordingly, demand for our
services. Material and commodity prices are subject to unexpected fluctuations
due to events outside of our control, including fluctuations in global supply
and demand, climate-related effects, and geopolitical events, such as the
ongoing conflict in Ukraine, which events have recently caused market
volatility, particularly in the oil and gas markets, among others. Recent
increases in labor, fuel and materials costs, to the extent that we have been
unable to pass such increases along to our customers, have negatively affected
our project margins, and could continue to affect our profitability in the
future if we are unable to pass these costs along to our customers. Such market
volatility can also affect our customers' investment decisions and subject us to
project cancellations, deferrals or unexpected changes in the timing of project
work. Market prices for goods can also be affected by supply chain disruptions.
Additionally, as discussed within "Interest Rate Risk" below, the current
inflationary environment has also resulted in an increase in market interest
rates, which has increased the rates of interest on our variable rate debt,
which rates may continue to increase depending on further monetary and fiscal
actions taken to reduce inflation.

We closely monitor inflationary factors, including current rates of inflation,
and any potential effects they may have on our business operations, operating
results and/or financial condition. While the impact of these factors cannot be
fully eliminated, we proactively work to mitigate the effects of inflation;
however, continued inflationary pressures and related interest rate increases
could adversely affect our business operations in the future.

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