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ITEM 1.	FINANCIAL STATEMENTS

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

(b)	Represents anti-dilutive common stock equivalents, which include anti-dilutive common stock equivalents as calculated under the treasury stock method, and, for the three month period ended March 31, 2016, 610,657 common stock equivalents that were anti-dilutive due to the Company having reported a net loss.

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

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(a)	Includes 39,050 and 43,300 restricted stock units as of March 31, 2017 and December 31, 2016, respectively.

(a)

Excess tax benefits represent cash flows from tax deductions in excess of the tax effect of compensation expense associated with share-based payment arrangements. For the three month period ended March 31, 2017, the Company incurred a net tax deficiency of approximately $0.2 million related to the vesting of share-based payment awards and excess tax benefits were de minimis. As discussed in Note 1 - Business, Basis of Presentation and Significant Accounting Policies, the company adopted ASU 2016-09 effective January 1, 2017 on a prospective basis. ASU 2016-09 changed the required presentation of excess tax benefits in the consolidated statement of cash flows from financing activities to operating activities. Excess tax benefits for the comparative prior year period are classified as cash flows from financing activities.

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(a)	Revenue generated primarily by utilities customers represented 13.4% and 10.4% of Communications segment revenue for the three month periods ended March 31, 2017 and 2016, respectively.

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(a)

The Company’s relationship with AT&T is based upon multiple separate master service and other service agreements, including for installation and maintenance services, as well as construction/installation contracts for AT&T’s: (i) wireless business; (ii) wireline/fiber businesses; and (iii) various install-to-the-home businesses, including DIRECTV®. Revenue from AT&T is included in the Communications segment.

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

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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(a)

Represents the tax effect of the adjusted items that are subject to tax, including the tax effects of share-based compensation expense. Tax effects are determined based on the tax treatment of the related items, the incremental statutory tax rate of the jurisdictions pertaining to each adjustment, and taking into consideration their effect on pre-tax income (loss). For the three month period ended March 31, 2017, our consolidated effective tax rate as reported was 40%, and as adjusted, was 39%. For the three month period ended March 31, 2016, our consolidated effective tax rate, as reported and as adjusted, was 42%.

(b)	For three month period ended March 31, 2016, because the reported loss from continuing operations, on an adjusted basis, is adjusted income from continuing operations, we included an additional 0.6 million weighted average common stock equivalents in our diluted share count to calculate adjusted diluted earnings per share for the respective period.

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Item 4.	CONTROLS AND PROCEDURES

ITEM 1.	LEGAL PROCEEDINGS

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(a)	Reflects share repurchases associated with certain employee elections under compensation and benefit programs.

(b)	No shares were purchased for the three months ended March 31, 2017 under the Company’s publicly announced $100 million 2016 Share Repurchase Program.

ITEM 4.	MINE SAFETY DISCLOSURES

*	Filed herewith.

**	Furnished herewith.

+	Management contract or compensation plan arrangement.

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*	Filed herewith.

**	Furnished herewith.

+	Management contract or compensation plan arrangement.

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¨	A conversion or continuation of [Committed (USD) Loans][Committed (MC) Loans][Term Loans]

5.	For Eurocurrency Rate Loans: with an Interest Period of _________________ [days][months].1

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I.	Section 7.11 (a) – Consolidated Interest Coverage Ratio.

A.	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):

1.	Consolidated Net Income for Subject Period:

a.	net income for the Company and its Restricted Subsidiaries for Subject Period:    $________________________________________

b.	gains or losses arising from the sale of capital assets for Subject Period:    $________________________________________

c.	gains or losses arising from any write-up or write-down of assets or liabilities for Subject Period:    $________________________________________

d.	any portion of the net earnings of any Subsidiary unavailable for Distributions to a Borrower for Subject Period:    $________________________________________

e.	any gain or loss arising from the acquisition of Equity Interests of a Borrower for Subject Period:    $________________________________________

f.	extraordinary gains or extraordinary losses for Subject Period:    $________________________________________

g.	Consolidated Net Income (Line I.A.1.a +/– b +/– c + d +/– e +/– f):    $________________________________________

2.	Consolidated Interest Charges for Subject Period:    $    ________________________________________

3.	provision for Federal, state, local and foreign income Taxes payable by the Company and its Restricted Subsidiaries for Subject Period:    $________________________________________

4.	depreciation expenses for Subject Period:    $________________________________________

5.	amortization expenses for Subject Period:    $________________________________________

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6.	charges related to purchase accounting adjustments required by FASB ASC Topic 805 for Subject Period:    $________________________________________

7.	non-cash charges relating to stock based compensation for Subject Period:    $________________________________________

8.	other non-cash charges for Subject Period:    $________________________________________

9.	cash distributions made by any Unrestricted Subsidiary to any Borrower during Subject Period:    $________________________________________

10.	expenses incurred in connection with the prepayment, amendment, modification or refinancing of Indebtedness (whether or not consummated) during Subject Period:    $________________________________________

11.	non-capitalized transaction costs in connection with an incurrence of Indebtedness, during a refinancing thereof, issuance of Equity Interests, Investment, Acquisition, Disposition or recapitalization (whether or not consummated), as permitted, during Subject Period:    $________________________________________

12.	tender premiums, redemption premiums, fees and other amounts and expenses incurred in connection with the tender for and/or redemption of Indebtedness incurred under Section 7.03(j) during Subject Period:     $________________________________________

13.	earn-out expenses resulting from Permitted Acquisitions in which the Company and/or any Restricted Subsidiary is required to treat such earn-out expenses as compensation costs during Subject Period:

14.	expenses arising from the impact of FASB ASC 470-50-40 on certain capitalized fees and costs during Subject Period:    $________________________________________

15.	any net loss incurred during Subject Period from Swap Contracts and the application of FASB ASC Topic 815:    $________________________________________

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16.	any net loss incurred during Subject Period from currency translation losses:     $________________________________________

17.	any loss from the early extinguishment of Indebtedness or Swap Contracts or other derivative instruments during Subject Period:     $________________________________________

18.3	clause (xvi) addbacks during Subject Period:

a.	other non-recurring or unusual charges for Subject Period:    $________________________________________

b.	cash charges paid in connection with corporate restructurings (including severance costs in connection with any reduction in the workforce of the Company and its Restricted Subsidiaries) for Subject Period:    $________________________________________

c.

expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies projected by the Company in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Company and evidenced by a certificate of a Responsible Officer of the Company) within 15 months of Subject Period:    $________________________________________

19.	Federal, state, local and foreign income Tax credits for Subject Period:    $________________________________________

20.	any net gain incurred during Subject Period from Swap Contracts and the application of FASB ASC Topic 815:    $________________________________________

21.	any net gain incurred during Subject Period from currency translation gains:    $________________________________________

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22.	any gains from the early extinguishment of Indebtedness or Swap Contracts or other derivative instruments during Subject Period:     $________________________________________

23.	non-cash additions to Consolidated Net Income for Subject Period:    $________________________________________

24.	Consolidated EBITDA for Subject Period (Lines I.A.1.g + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 + 13 + 14 + 15 + 16 + 17 + 18(a) + 18(b) + 18(c) – 19 – 20 – 21 – 22 – 23):     $________________________________________

B.	Consolidated Interest Charges for Subject Period:    $________________________________________________

C.	Consolidated Interest Coverage Ratio (Line I.A.24 ÷ Line

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II.	Section 7.11 (b) – Consolidated Leverage Ratio.

A.	Consolidated Funded Indebtedness at Statement Date (but excluding, to the extent outstanding and undrawn and otherwise included in Consolidated Funded Indebtedness, the stated amount of all standby performance letters of credit as of such date):    $_________________________________________________

B.	Unrestricted Domestic Cash at Statement Date:    $_________________________________________________

C.	Consolidated EBITDA for Subject Period (Line I.A.24 above):    $_________________________________________________

D.	Consolidated Leverage Ratio ((Line II.A – Line II.B) ÷ Line II.C)5:    _________________________________________________ to 1.00

III.	Section 7.12 -- Capital Expenditures.

A.	Capital Expenditures made during fiscal year to date:     $_________________________________________________

B.	Base Capex Basket for such fiscal year:    $__________________________________________150,000

C.	65% of Consolidated EBITDA for the preceding fiscal year:    $_________________________________________________

D.	Carryover Capex Basket for such fiscal year:    $_________________________________________________

E.	Maximum permitted Capital Expenditures (Line III.B + C + D)6:    $_________________________________________________

F.	Excess (deficient) for covenant compliance (Line III.E – III.A):    $_________________________________________________

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2.	Assignee[s]:    ___________________________

3.	Borrower(s):    __________________________

4.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:    Fourth Amended and Restated Credit Agreement, dated as of February 22, 2017, among MasTec, Inc., MasTec North America, Inc., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

6.	Assigned Interest[s]:12

7.	Trade Date:    __________________] 18

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Re:

Fourth Amended and Restated Credit Agreement, dated as of February 22, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among MasTec, Inc., a Florida corporation (the “Company”), MasTec North America, Inc., a Florida corporation (together with the Company, collectively, the “Borrowers” and each individually a “Borrower”), and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

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RE:

Fourth Amended and Restated Credit Agreement, dated as of February 22, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among MasTec, Inc., a Florida corporation (the “Company”), MasTec North America, Inc., a Florida corporation (together with the Company, collectively, the “Borrowers” and each individually a “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

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a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.