Table of Contents

Florida		1623		65-0829355
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Paul Berkowitz		Joel S. Klaperman
Greenberg Traurig, P.A.		Shearman & Sterling LLP
1221 Brickell Avenue		599 Lexington Ave.
Miami, Florida 33131		New York, New York 10022
(305) 579-0500		(212) 848-4000

---

Table of Contents

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Price to

Underwriting Discounts

Proceeds

Public

and Commissions

to MasTec

Per share

$

$

$

Total

$

$

$

MORGAN STANLEY	FRIEDMAN BILLINGS RAMSEY

NEEDHAM & COMPANY, LLC	KAUFMAN BROS., L.P.

---

Table of Contents

---

 

		Page
Prospectus Summary			2
Risk Factors			7
Cautionary Note Regarding Forward-Looking Statements			18
Use of Proceeds			19
Price Range of Common Stock and Dividend Policy			19
Dilution			20
Capitalization			21
Selected Consolidated Financial Data			22
Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Pro Forma Information on Continuing Operations			47
Business			54
Legal Proceedings			62
Directors and Executive Officers			65
Security Ownership of Certain Beneficial Owners and Management			77
Certain Relationships and Related Transactions			79
Description of Capital Stock			82
Underwriters			85
Legal Matters			88
Experts			88
Where You Can Find More Information About MasTec			88
Subsidiaries
Consent of BDO Siedman, LLP
Consent of Ernst & Young LLP

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

	•	our customers cancel a significant number of contracts;
	•	we fail to win a significant number of our existing contracts upon re-bid; or
	•	we complete the required work under a significant number of our non-recurring projects and cannot replace them with similar projects.

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

	•	eliminated service offerings that no longer fit into our business strategy;
	•	reduced or eliminated services that did not produce adequate revenue or margin;

11

---

Table of Contents

	•	reduced costs of businesses that provided adequate profit contributions but needed margin improvements; and
	•	reviewed new business opportunities capable of utilizing our existing human and physical resources.

	•	making investments in excess of specified amounts;
	•	incurring additional indebtedness in excess of a specified amount;
	•	paying cash dividends;
	•	making capital expenditures in excess of a specified amount;
	•	creating certain liens;
	•	prepaying our other indebtedness, including the senior subordinated notes;
	•	engaging in certain mergers or combinations; and
	•	engaging in transactions that would result in a “change of control” (as defined in the credit facility and senior subordinated notes indenture).

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

	•	the ability to profitably manage additional businesses or successfully integrate the acquired business operations and financial reporting and accounting control systems into our business;
	•	increased indebtedness associated with an acquisition;
	•	the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions or unforeseen internal difficulties;
	•	the availability of funding sufficient to meet increased capital needs;
	•	diversion of management’s attention; and
	•	the ability to hire qualified personnel required for expanded operations.

15

---

Table of Contents

	•	announcements of fluctuations in our operating results or the operating results of one of our competitors;
	•	future sales of our common stock or other securities;
	•	announcements of new contracts or customers by us or one of our competitors;
	•	market conditions for providers of services to communications companies, utilities and government;
	•	changes in recommendations or earnings estimates by securities analysts; and
	•	announcements of acquisitions by us or one of our competitors.

16

---

Table of Contents

	•	the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
	•	the nomination of individuals to our Board of Directors; and
	•	a change in our control.

17

---

Table of Contents

	•	our future growth and profitability;
	•	our competitive strengths; and
	•	our business strategy and the trends we anticipate in the industries and economies in which we operate.

	•	economic downturns, reduced capital expenditures, consolidation and technological and regulatory changes in the industries we serve;
	•	the ability of our customers to terminate or reduce the amount of work or in some cases prices paid for services under many of our contracts;
	•	technical and regulatory changes in our customers’ industries;
	•	the highly competitive nature of our industry;
	•	our ability to attract and retain qualified managers and skilled employees;
	•	our dependence on a limited number of customers;
	•	the seasonality and quarterly variations we experience in our revenue and profitability;
	•	increases in fuel and labor costs;
	•	the restrictions imposed by our credit facility and senior notes; and
	•	the other factors referenced in this prospectus, including, without limitation, under “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

18

---

Table of Contents

		High				Low
Year Ended December 31, 2004
First Quarter		$	16.50			$	6.85
Second Quarter		$	9.81			$	3.63
Third Quarter		$	6.52			$	4.11
Fourth Quarter		$	10.72			$	5.05
Year Ended December 31, 2005
First Quarter		$	10.20			$	7.87
Second Quarter		$	9.40			$	6.56
Third Quarter		$	11.95			$	8.66
Fourth Quarter		$	11.39			$	9.24
Year Ended December 31, 2006
First Quarter (through January 19, 2006)		$	11.30			$	10.20

19

---

Table of Contents

Public offering price per share				$11.15
Diluted net tangible book value per share as of September 30, 2005 before this offering		$0.92
Increase in net tangible book value per share attributable to new investors		1.94
Net tangible book value per share as of September 30, 2005 after giving effect to this offering				2.86
Dilution per share to new investors				$ 8.29

20

---

Table of Contents

		September 30, 2005
		Actual				As Adjusted
		(Dollars in thousands)
Cash and cash equivalents		$	2,894				59,422
Long-term debt, including current portion		$	196,238				121,238
Shareholders’ equity:
Preferred stock, par value $1.00 per share; 5,000,000 shares authorized; no shares issued and outstanding			—				—
Common stock, par value $0.10 per share; 100,000,000 shares authorized; 49,142,346 shares issued and outstanding; 61,642,346 shares issued and outstanding as adjusted			4,914				6,164
Capital surplus			355,469				485,747
Accumulated deficit			(170,433	)			(170,433	)
Accumulated other comprehensive income			455				455
Total shareholders’ equity			190,405				321,933
Total capitalization		$	386,643				443,171

	•	15,272,487 shares issuable under our stock option and stock purchase plans, consisting of:

	•	8,654,061 shares underlying options outstanding at a weighted average exercise price of $12.54 per share, of which 6,945,606 shares were exercisable; and
	•	6,618,426 shares available for future issuance under our stock option and stock purchase plans.

21

---

Table of Contents

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			2000(1)				2001				2002				2003				2004				2004				2005
																							(Unaudited)
			(In thousands, except per share amounts)
Statement of Operations Data
Revenue			$	1,190,120			$	1,116,894			$	766,467			$	827,480			$	913,795			$	667,071			$	697,427
Costs of revenue, excluding depreciation			$	906,010			$	885,014			$	683,855			$	744,587			$	828,743			$	607,120			$	621,560
Income (loss) from continuing operations before cumulative effect of change in accounting principle			$	62,812	(2)		$	(74,203	)(3)		$	(107,238	)(4)		$	(24,440	)		$	(26,217	)		$	(20,451	)		$	(1,558	)
Income (loss) from continuing operations			$	62,812			$	(74,203	)		$	(119,834	)		$	(24,440	)		$	(26,217	)		$	(20,451	)		$	(1,558	)
Loss on write-off of assets of discontinued operations, net			$	—			$	—			$	—			$	—			$	(19,165	)		$	(19,165	)		$	—
Income (loss) from discontinued operations, net of tax			$	719			$	(19,524	)		$	(16,722	)		$	(27,859	)		$	(4,055	)		$	(2,966	)		$	(1,008	)
Loss on sale of assets of discontinued operations, net of tax			$	—			$	—			$	—			$	—			$	—			$	—			$	(583	)
Net income (loss)			$	63,531			$	(93,727	)		$	(136,556	)		$	(52,299	)		$	(49,437	)		$	(42,582	)		$	(3,149	)
Basic net income (loss) per share:
	Continuing operations		$	1.35			$	(1.55	)		$	(2.50	)		$	(.51	)		$	(.54	)		$	(.42	)		$	(.03	)
	Discontinued operations		$	0.02			$	(0.41	)		$	(.35	)		$	(.58	)		$	(.48	)		$	(.46	)		$	(.03	)
Diluted net income (loss) per share:
	Continuing operations		$	1.30			$	(1.55	)		$	(2.50	)		$	(.51	)		$	(.54	)		$	(.42	)		$	(.03	)
	Discontinued operations		$	0.01			$	(0.41	)		$	(.35	)		$	(.58	)		$	(.48	)		$	(.46	)		$	(.03	)
Basic net income (loss) per share before cumulative effect of change in accounting principle			$	1.37			$	(1.96	)		$	(2.59	)		$	(1.09	)		$	(1.02	)		$	(.88	)		$	(.06	)
Basic net income (loss) per share			$	1.37			$	(1.96	)		$	(2.85	)		$	(1.09	)		$	(1.02	)		$	(.88	)		$	(.06	)
Diluted net income (loss) per share before cumulative effect of change in accounting principle			$	1.31			$	(1.96	)		$	(2.59	)		$	(1.09	)		$	(1.02	)		$	(.88	)		$	(.06	)
Diluted net income (loss) per share			$	1.31			$	(1.96	)		$	(2.85	)		$	(1.09	)		$	(1.02	)		$	(.88	)		$	(.06	)

22

---

Table of Contents

		December 31,
		2000(1)				2001				2002				2003				2004				September 30, 2005
		(In thousands)																				(unaudited)
Balance Sheet Data
Working capital		$	241,952			$	246,589			$	139,154			$	113,360			$	134,463			$	131,976
Property and equipment, net		$	159,673			$	151,774			$	118,475			$	85,832			$	69,303			$	56,451
Total assets		$	956,345			$	853,294			$	622,681			$	628,263			$	600,523			$	609,389
Total debt		$	209,483			$	269,749			$	198,642			$	201,665			$	196,158			$	196,238
Total shareholders’ equity		$	498,713			$	403,815			$	263,010			$	215,818			$	191,153			$	190,405

(1)	While our 2000 financial statements were audited at the time we filed our 2000 Form 10-K, in connection with the filing of our 2003 Form 10-K we restated previous financial statements (including our 2000 financial statements) to reflect understatements in computing self insurance reserves at December 31, 2000 which required us to increase insurance expense by $1.6 million, net of tax, which has not been audited.
(2)	Includes a net write-down and other charges of $26.3 million related primarily to non-core assets.
(3)	Includes charges of $16.5 million to reduce the carrying amount of certain assets held for sale and in use, and non-core assets, as well as provisions for bad debt totaling $182.2 million related to customers who filed for bankruptcy protection and severance charges of $11.5 million.
(4)	Includes charges of $12.8 million to reduce the carrying amount of certain assets held for sale and in use, and non-core assets, restructuring charges of $8.3 million, impairment of goodwill of $79.7 million, and provisions for bad debt totaling $15.4 million.

23

---

Table of Contents

	Decision to Sell Substantially all of MasTec’s State Department of Transportation Related Projects and Assets.

24

---

Table of Contents

														Nine Months Ended
		Year Ended December 31,												September 30,
		2002				2003				2004				2004				2005
														(Unaudited)
		(In thousands)
Communications		$	481,957			$	496,646			$	593,635			$	429,985			$	439,137
Utilities			162,822				198,583				175,314				131,084				147,753
Government			121,688				132,251				144,846				106,002				110,537
		$	766,467			$	827,480			$	913,795			$	667,071			$	697,427

25

---

Table of Contents

														Nine Months Ended
		Year Ended December 31,												September 30,
		2002				2003				2004				2004				2005
														(Unaudited)
		(In thousands)
Master service and other service agreements		$	494,357			$	560,127			$	636,563			$	476,884			$	451,954
Installation/construction projects agreements			272,110				267,353				277,232				190,187				245,473
		$	766,467			$	827,480			$	913,795			$	667,071			$	697,427

26

---

Table of Contents

	•	revenue and profitability on an individual project basis;
	•	monthly, quarterly and annual changes in revenue on an individual project basis;
	•	backlog;
	•	costs of revenue, and general and administrative expenses as percentages of revenue;
	•	number of vehicles and equipment per employee;
	•	days sales outstanding;
	•	interest and debt service coverage ratios;
	•	safety results and productivity; and
	•	customer service metrics on an individual project basis.

27

---

Table of Contents

	Revenue Recognition

28

---

Table of Contents

	Allowance for Doubtful Accounts

	Inventories

	Depreciation

29

---

Table of Contents

	Valuation of Equity Investments

	Valuation of Long-Lived Assets

	Valuation of Goodwill and Intangible Assets

	Insurance Reserves

30

---

Table of Contents

	Income Taxes

31

---

Table of Contents

	Restructuring Charges

	•	Elimination or reduction in the scope of service offerings that no longer fit into our core business strategy or long-term business plan.
	•	Reduction or elimination of services that do not produce adequate revenue or margins to support the level of profitability, return on investment or investments in capital resources. This includes exiting contracts that do not meet the minimum rate of return requirements and aggressively seeking to improve margins and reduce costs.
	•	Analysis of businesses that provide adequate profit contributions but still need margin improvements which includes aggressive cost reductions and efficiencies.
	•	Review of new business opportunities in similar business lines that can utilize our existing human and physical resources.

Accrued costs at December 31, 2004		$	212
Cash payments			138
Accrued costs at September 30, 2005		$	74

	Litigation and Contingencies

32

---

Table of Contents

	Overview

33

---

Table of Contents

	Restatement of Financial Statements

		2002
		As Previously
		Reported				As Restated
		(In thousands)
Loss before cumulative effect of change in accounting principle and benefit for income taxes		$	(168,608	)		$	(173,324	)
Net loss before cumulative effect of change in accounting principle		$	(103,135	)		$	(110,885	)
Net loss before the effect of reclassifying certain continuing operations to discontinued operations		$	(128,806	)		$	(136,556	)

		Quarter Ended								Quarter Ended								Quarter Ended
		March 31, 2003								June 30, 2003								September 30, 2003
		As Previously				As				As Previously				As				As Previously				As
		Reported				Restated				Reported				Restated				Reported				Restated
		(In thousands)
Revenue		$	180,569			$	180,297			$	209,108			$	207,841			$	248,373			$	242,539
(Loss) income before cumulative effect of change in accounting principle and benefit (provision) for income taxes		$	(2,648	)		$	(2,920	)		$	4,733			$	3,466			$	10,662			$	4,121
Net (loss) income before cumulative effect of change in accounting principle		$	(1,588	)		$	(1,752	)		$	2,765			$	2,020			$	6,250			$	2,310
Net (loss) income before the effect of reclassifying certain continuing operations to discontinued operations		$	(1,588	)		$	(1,752	)		$	2,765			$	2,020			$	6,250			$	2,310

34

---

Table of Contents

	Comparisons of Fiscal Year Results

														Nine Months
														Ended
		Year Ended December 31,												September 30,
		2002				2003				2004				2004				2005
														(Unaudited)
Revenue			100.0	%			100.0	%			100.0	%			100.0%				100.0%
Costs of revenue, excluding depreciation			89.2				90.0				90.7				91.0				89.1
Depreciation			4.4				3.3				1.9				2.0				2.0
General and administrative expenses			14.0				8.6				8.2				8.0				7.4
Goodwill impairment			10.4				—				—				—				—
Interest expense, net of interest income			2.4				2.3				2.1				2.1				2.1
Other (expense) income, net			(1.3	)			0.2				—				(0.1	)			(0.5	)
Loss from continuing operations before cumulative effect of change in accounting principle, benefit for income taxes and minority interest			(21.7	)			(4.0	)			(2.9	)			(3.0	)			(0.1	)
Minority interest			—				—				—				(0.1	)			(0.1	)
Benefit for income taxes			7.7				1.0				—				—				—
Loss from continuing operations before cumulative effect of change in accounting principle			(14.0	)			(3.0	)			(2.9	)			(3.1	)			(0.2	)
Cumulative effect of change in accounting principle			(1.6	)			—				—				—				—
Loss from continuing operations			(15.6	)			(3.0	)			(2.9	)			(3.1	)			(0.2	)
Loss from discontinued operations			(2.2	)			(3.3	)			(2.5	)			(3.3	)			(0.2	)
Net loss			(17.8	)%			(6.3	)%			(5.4	)%			(6.4	)%			(0.4	)%

	Comparison of Nine Months Ended September 30, 2005 and 2004

35

---

Table of Contents

36

---

Table of Contents

	Comparison of Years Ended December 31, 2004 and 2003

37

---

Table of Contents

38

---

Table of Contents

	Comparison of Years Ended December 31, 2003 and 2002

39

---

Table of Contents

40

---

Table of Contents

41

---

Table of Contents

42

---

Table of Contents

43

---

Table of Contents

						Less Than												More Than
Contractual Obligations(1)		Total				1 Year				1-3 Years				3-5 Years				5 Years
Senior subordinated notes		$	195,936			$	—			$	—			$	195,936			$	—
Notes payable for equipment			302				28				226				48				—
Equity investment			925				925				—				—				—
Capital leases			944				494				360				90				—
Operating leases			96,113				37,341				45,680				9,650				3,442
Executive life insurance			19,455				2,663				2,419				2,269				12,104
Total		$	313,675			$	41,451			$	48,685			$	207,993			$	15,546

(1)	Amounts do not include interest payments. We estimate that we will pay an additional $15.2 million in each of the years between 2006 and 2008 in interest payments for our senior subordinated notes and revolving credit facilities

	Off-Balance Sheet Arrangements

44

---

Table of Contents

45

---

Table of Contents

46

---

Table of Contents

47

---

Table of Contents

					September 30,				Pro Forma
					2005				Adjustments				Pro Forma
					(In thousands)
Assets
Current assets:
	Cash and cash equivalents				$	2,894			$	—			$	2,894
	Accounts receivable, unbilled revenue and retainage, net					228,052				(44,453	)(a)			183,599
	Inventories					42,649				(24,669	)(a)			17,980
	Income tax refund receivable					1,511				—				1,511
	Prepaid expenses and other current assets					42,689				(2,423	)(a)			40,266
	Current assets held for sale					—				71,545	(a)			71,545
		Total current assets				317,795				—				317,795
Property and equipment, net						56,451				(4,581	)(b)			51,870
Goodwill						138,640				(11,497	)(b)			127,143
Deferred taxes, net						52,658				—				52,658
Other assets						43,845				(3,699	)(b)			40,146
Long-term assets held for sale						—				19,777	(b)			19,777
		Total assets			$	609,389			$	—			$	609,389
Liabilities and Shareholders’ Equity
Current liabilities:
	Current maturities of debt				$	112			$	—			$	112
	Accounts payable and accrued expenses					125,790				(32,649	)(c)			93,141
	Other current liabilities					59,917				—				59,917
	Current liabilities related to assets held for sale					—				32,649	(c)			32,649
		Total current liabilities				185,819				—				185,819
Other liabilities						37,039				(929	)(c)			36,110
Long-term debt						196,126				—				196,126
Long-term liabilities related to assets held for sale						—				929	(c)			929
		Total liabilities				418,984				—				418,984
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $1.00 par value; authorized shares—5,000,000; issued and outstanding shares—none						—				—				—
Common stock, $0.10 par value authorized shares—100,000,000 issued and outstanding shares—49,142,346 as of September 30, 2005						4,914				—				4,914
Capital surplus						355,469				—				355,469
Accumulated deficit						(170,433	)			—				(170,433	)
Accumulated other comprehensive income						455				—				455
			Total shareholders’ equity			190,405				—				190,405
			Total liabilities and shareholders’ equity		$	609,389			$	—			$	609,389

48

---

Table of Contents

						Pro Forma
		Historical				Adjustments				Pro Forma
		(In thousands except per share data)
Revenue		$	697,427			$	(72,822	)(d)		$	624,605
Costs of revenue, excluding depreciation			621,560				(78,176	)(d)			543,384
Depreciation			13,950				(1,306	)(d)			12,644
General and administrative expenses			51,470				(5,594	)(d)			45,876
Interest expense, net			14,412				(66	)(d)			14,346
Other income, net			3,402				(293	)(d)			3,109
(Loss) income from continuing operations before minority interest			(563	)			12,027				11,464
Minority interest			(995	)			—				(995	)
(Loss) income from continuing operations		$	(1,558	)		$	12,027			$	10,469
Basic weighted average common shares outstanding			48,876								48,876
Basic (loss) income per share from continuing operations		$	(0.03	)						$	0.21
Diluted weighted average common shares outstanding			48,876								49,674
Diluted (loss) income per share from continuing operations		$	(0.03	)						$	0.21

49

---

Table of Contents

						Pro Forma
		Historical				Adjustments				Pro Forma
		(In thousands except per share data)
Revenue		$	913,795			$	(106,611	)(d)		$	807,184
Costs of revenue, excluding depreciation			828,743				(109,461	)(d)			719,282
Depreciation			17,099				(2,174	)(d)			14,925
General and administrative expenses			74,550				(3,040	)(d)			71,510
Interest expense, net			19,478				—				19,478
Other income, net			191				410	(d)			601
Loss from continuing operations before minority interest			(25,884	)			8,474				(17,410	)
Minority interest			(333	)			—				(333	)
Loss from continuing operations		$	(26,217	)		$	8,474			$	(17,743	)
Basic and diluted weighted average common shares outstanding			48,382								48,382
Basic and diluted loss per share from continuing operations		$	(0.54	)						$	(0.37	)

50

---

Table of Contents

						Pro Forma
		Historical				Adjustments				Pro Forma
		(In thousands except per share data)
Revenue		$	827,480			$	(115,268	)(d)		$	712,212
Costs of revenue, excluding depreciation			744,587				(115,297	)(d)			629,290
Depreciation			27,586				(2,289	)(d)			25,297
General and administrative expenses			70,112				(3,625	)(d)			66,487
Interest expense, net			19,180				—				19,180
Other income, net			1,242				(160	)(d)			1,082
Loss from continuing operations before benefit for income taxes			(32,743	)			5,783				(26,960	)
Benefit for income taxes			8,303				(2,134	)(d)			6,169
Loss from continuing operations		$	(24,440	)		$	3,649			$	(20,791	)
Basic and diluted weighted average common shares outstanding			48,084								48,084
Basic and diluted loss per share from continuing operations		$	(0.51	)						$	(0.43	)

51

---

Table of Contents

						Pro Forma
		Historical				Adjustments				Pro Forma
		(In thousands except per share data)
Revenue		$	766,467			$	(109,482	)(d)		$	656,985
Costs of revenue, excluding depreciation			683,855				(97,001	)(d)			586,854
Depreciation			33,760				(3,184	)(d)			30,576
General and administrative expenses			107,446				(3,060	)(d)			104,386
Goodwill impairment			79,710				—				79,710
Interest expense, net			18,306				—				18,306
Other expense, net			9,973				(150	)(d)			9,823
Loss from continuing operations before benefit for income taxes			(166,583	)			(6,087	)			(172,670	)
Benefit for income taxes			59,345				2,347	(d)			61,692
Loss from continuing operations		$	(107,238	)		$	(3,740	)		$	(110,978	)
Basic and diluted weighted average common shares outstanding			47,922								47,922
Basic and diluted loss per share from continuing operations		$	(2.24	)						$	(2.32	)

52

---

Table of Contents

	(a) Adjustments to the unaudited condensed consolidated balance sheet include the reclassification of current assets to current assets held for sale of $71.5 million and are comprised of the following (in thousands):

Accounts receivable		$	44,453
Inventories			24,669
Other current assets			2,423
		$	71,545

	(b) Adjustments to the unaudited condensed consolidated balance sheet include the reclassification of long-term assets to long-term assets held for sale of $19.8 million and are comprised of the following (in thousands):

Property and equipment		$	4,581
Goodwill			11,497
Other long-term assets			3,699
		$	19,777

	(c) Adjustments to the unaudited condensed consolidated balance sheet include the reclassification of accounts payable and accrued expenses of $32.6 million to current liabilities related to assets held for sale and the reclassification of long-term debt of $929,000 to long-term liabilities related to assets held for sale.

(d) Adjustments to the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2005 and the years ended December 31, 2004, 2003 and 2002 reflect only the direct costs of the discontinued operations of the state Department of Transportation related projects and assets as if MasTec had accounted for the state Department of Transportation related assets and projects as discontinued operations as of January 1, 2002.

53

---

Table of Contents

54

---

Table of Contents

	Demand for Voice, Video and Data Services. Demand for faster and more robust voice, video and data services has increased significantly with the proliferation of the internet, broadband and advanced video services. To serve this developing market, voice, video and data service providers are upgrading the performance of their networks or deploying new networks. Investment is facilitated by declining equipment costs and expanded capabilities of network equipment. In addition, the service offerings of our customers are converging as telephone and cable providers increasingly seek to deploy networks that allow them to provide bundled voice, video and data services to their customers. Verizon Communications, BellSouth and SBC Communications have each announced initiatives to upgrade their networks from copper line to fiber optic line in order to enhance their ability to provide full bundled service offerings. Cable companies continue to upgrade their systems to provide for enhanced broadband services, including voice over internet protocol as well as improved video offerings, including digital television, high definition television, video on demand and digital video recording. Satellite television subscriptions and installations have grown substantially over the last five years as the industry has gained acceptance in part through offering attractive programming such as NFL Sunday Ticket, as well as high definition television and digital video recorder capabilities. According to a 2005 study by J.D. Power and Associates, the percentage of U.S. households with telephones that subscribe to satellite service has grown from 12% in 2000 to 27% in 2005.
	Increased Outsourcing of Network Infrastructure Installation and Maintenance. We provide specialized services that are labor and equipment intensive. According to a study by management consulting firm Booz Allen Hamilton described in an article entitled “Outsourcing Trends in the North American Telecommunications Markets,” more than 75% of telecommunications executives consider outsourcing an important component of their business that allows them to better respond to market challenges, and network installation and maintenance are among functions most likely to be outsourced. We believe that communications companies view outsourcing as an opportunity to reduce expenses, optimize expenditures and stay competitive.
	Inadequacy of Existing Electric Power Transmission and Distribution Networks. The United States electric transmission and distribution infrastructure requires significant ongoing maintenance, upgrades and extensions to manage powerline congestion, avoid delivery failures and connect distribution lines to new end users. According to a 2004 Edison Electric Institute report annual transmission and distribution spending in the U.S. has been between $12 and $17 billion annually since 1980. Despite this significant spending since 1980, the pace of transmission investment has

55

---

Table of Contents

	lagged behind total electricity generation. Such underinvestment combined with ever-increasing load demand contributed to the rolling blackouts in California in 2001 as well as the August 2003 blackout, which left 50 million people in the midwest and northeast United States and Canada without electricity. As a result, we believe that that transmission and distribution spending will continue and likely rise in the near future in order to meet the increasing needs of customers.
	Increased Funding for Energy Projects. On August 8, 2005, President Bush signed the Energy Policy Act of 2005 into law. The law was passed to develop more reliable supply chains and distribution channels for U.S. energy resources. Among other things, the bill facilitates the siting, construction and financing of more reliable electrical grid components. As a result, we believe that transmission and distribution spending will continue and likely rise in the near future in order to meet the increasing needs of consumers and businesses.
	Increased Funding for Highway Transportation Projects. On August 10, 2005, President Bush signed a six-year $244.1 billion transportation reauthorization bill known as the Safe, Accountable, Flexible and Efficient Transportation Equity Act: A Legacy for Users. The new law funds federal highway, maintenance, bridge, safety and congestion mitigation programs. Management estimates that up to 5 percent of this funding may be allocated to projects that involve intelligent transportation systems. These projects encompass traffic management solutions such as video surveillance systems, variable message signs, radar detection devices and traffic signal systems, combined with related highway lighting, signage and construction services.

	National Capability and Brand. We, or our predecessors, have been in business for over 70 years and are one of the largest companies in our industry. Through our network of approximately 220 locations and 7,700 employees as of December 31, 2005 across the United States and in Canada, we offer comprehensive infrastructure services to our customers. We believe our experience, technical expertise and size are important to our customers, which include some of the largest communications and utility companies in the United States. Our size and national capability allow us to allocate people, equipment and resources when and where needed. We offer all of our services under the MasTec service mark and maintain uniform performance standards across projects, geographic areas and industries.
	Ability to Respond Quickly and Effectively. The services we provide to the various industries we serve are similar which allows us to utilize qualified personnel across multiple industries. We are able to respond quickly and effectively to industry changes and major weather events by allocating our employees, fleet and other assets as and where they are needed. For example, we were able to redeploy hundreds of our employees and assets from several project teams to areas impacted by Hurricane Katrina within days of the storm striking Louisiana and Mississippi.
	Customer Base. Our customers include some of the largest communication and utility companies in the United States, including DirecTV, Verizon Communications, BellSouth, Sprint Nextel and Florida Power and Light. These customers have significant infrastructure needs and the financial resources necessary to fund those needs. We provide services to many of our significant customers under multi-year master service agreements and other service agreements.
	Reputation for Reliable Customer Service and Technical Expertise. We believe that over the years we have established a reputation for quality customer service and technical expertise. We are one of the largest private label in-home installation and maintenance service providers for DirecTV. A 2004 study described in an article entitled “As Satellite TV Penetration Grows, Overall Customer Satisfaction among Satellite Subscribers Continues to Top Cable” by J.D. Power and Associates recognized DirecTV for achieving one of the highest levels of customer satisfaction in

56

---

Table of Contents

	its market. We believe that the training and performance of our technicians contributed to DirecTV’s high level of customer satisfaction. We also believe our reputation for technical expertise gives us an advantage in competing for new work. For example, one of our communications customers has selected us as one of their primary fiber to the home subcontractors.
	Experienced Management Team. Our management team, which includes our chief executive officer, service group presidents and financial officers, plays a significant role in establishing and maintaining long-term relationships with our customers, supporting the growth of our business and managing the financial aspects of our operations. Our chief executive officer, Austin J. Shanfelter, has over 24 years of experience in the network infrastructure construction business and is well-known in the industry. Our service group presidents average 28 years of industry experience and have a deep understanding of our customers and their requirements. Our financial officers, including our service group chief financial officers, average 22 years of experience and allow us to operate our business effectively by reducing costs and enhancing our control environment.

	Capitalize on Favorable Industry Trends. Many of our customers have increased spending on their network infrastructure in order to enhance their ability to offer voice, video and data services, deliver electric power or improve the logistics of their transportation networks. In addition, many companies are increasing outsourcing network installation and maintenance work. We intend to use our national presence and full range of services to capitalize on these trends to generate additional revenue from existing and new customers.
	Operate More Efficiently. We have recently taken action and instituted programs to improve our operating efficiencies and working capital management, such as hiring additional experienced operating and financial professionals at the service group and corporate levels, requiring increased accountability throughout our organization, expanding the use of our Oracle management information systems throughout our business, better managing customer contract bidding procedures and increasing individual project profitability. We intend to improve our operating effectiveness by allocating our resources across multiple customers and projects which will continue to increase our utilization rates. We intend to continue to capture operating efficiencies and improve working capital management in order to increase our operating margins and cash flows.
	Improve Our Financial Strength. With the proceeds of this offering, we intend to reduce our debt and increase our cash, which will significantly improve our financial condition. We believe improvements to our financial condition will enhance our credit rating and support our ability to reduce our collateral for our surety bonds and insurance policies.
	Acquisitions, Strategic Alliances and Divestitures. We intend to pursue selected acquisitions and strategic alliances. We will focus on acquisitions and alliances that allow us to expand our operations into targeted geographic areas or allow us to expand our service offerings in areas that require skill sets or equipment that we do not currently maintain. Our strategy will include timely and efficient integration to best fit into our internal control environment. We may also consider sales or divestitures of portions of our assets, operations, real estate or other properties.

57

---

Table of Contents

DirecTV				27.5	%
Verizon Communications				10.4	%
BellSouth				8.1	%
Sprint				5.2	%
Florida Power & Light				3.7	%
Progress Energy				2.5	%
Oncor/ TXU				2.3	%
Avaya				2.1	%
Florida DOT				1.7	%
Dominion Virginia Power				1.1	%
	Total			64.6	%

58

---

Table of Contents

59

---

Table of Contents

	•	regulations related to vehicle registrations, including those of state and the United States Departments of Transportation;
	•	regulations related to worker safety and health, including those established by the Occupational Safety and Health Administration;
	•	contractor licensing requirements;
	•	building and electrical codes; and
	•	permitting and inspection requirements.

	Some of the work we perform is in underground environments. If the field location maps supplied to us are not accurate, or if objects are present in the soil that are not indicated on the field location maps, our underground work could strike objects in the soil containing pollutants and result in a rupture and discharge of pollutants. In such a case, we may be liable for fines and damages.
	We own and lease several facilities at which we store our equipment. Some of these facilities contain fuel storage tanks which may be above or below ground. If these tanks were to leak, we could be responsible for the cost of remediation as well as potential fines.
	We sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies. Due to the inconsistent nature of the terrain and water bodies, it is possible that such directional drilling may cause a surface fracture releasing subsurface materials. These releases may contain contaminants in excess of amounts permitted by law, potentially exposing us to remediation costs and fines.

60

---

Table of Contents

															For the Nine Months
			Year Ended December 31,												Ended September 30,
			2002				2003				2004				2004				2005
			(In thousands)
Revenue:
	United States		$	740,224			$	800,974			$	900,842			$	656,443			$	689,208
	Foreign			26,243				26,506				12,953				10,628				8,219
			$	766,467			$	827,480			$	913,795			$	667,071			$	697,427

			At December 31,
															At September 30,
			2002				2003				2004				2005
			(In thousands)
Long Lived Assets:
	United States		$	114,053			$	82,541			$	68,426			$	55,925
	Foreign			4,422				3,291				877				526
			$	118,475			$	85,832			$	69,303			$	56,451

61

---

Table of Contents

62

---

Table of Contents

63

---

Table of Contents

64

---

Table of Contents

Name		Age				Position
Jorge Mas			42			Chairman of the Board of Directors
Jose R. Mas			34			Vice Chairman of the Board of Directors and Executive Vice President
Carlos M. de Cespedes			55			Director
Ernst N. Csiszar			55			Director
Robert J. Dwyer			62			Director
Frank E. Jaumot			48			Director
Julia L. Johnson			43			Director
Jose S. Sorzano			65			Director
John Van Heuvelen			59			Director
Austin J. Shanfelter			48			Chief Executive Officer, President and Director
C. Robert Campbell			61			Executive Vice President and Chief Financial Officer
Alberto de Cardenas			37			Executive Vice President and General Counsel
Gregory Floerke			42			Chief Operations Officer

65

---

Table of Contents

66

---

Table of Contents

67

---

Table of Contents

68

---

Table of Contents

	Executive Officer Summary Compensation Table

	Summary Compensation Table

			Annual Compensation																Long Term Compensation
															Other Annual				Securities				All Other
							Salary				Bonus				Compensation				Underlying				Compensation
Name and Principal Position			Year				($)				($)				($)				Options(11)				($)
Austin Shanfelter				2005				639,231	(2)			—	(3)			—				150,000				500,061	(16)
	President & Chief			2004				560,769	(2)			101,971	(4)			—				—				500,675	(16)
	Executive Officer			2003				542,308	(2)			175,000	(5)			—				150,000				500,000	(16)
C. Robert Campbell				2005				350,000				—	(3)			7,200	(8)			40,000				—
	Executive Vice President &			2004	(1)			67,308				75,000	(6)			1,385	(8)			100,000	(12)			—
	Chief Financial Officer			2003				—				—				—				—				—
Jose Ramon Mas				2005				246,156				—	(3)			—				150,000				3,000	(17)
	Vice Chairman			2004				242,605				—				163,019	(9)			—				4,350	(17)
	Executive Vice President			2003				225,000				—				21,156	(10)			150,000				1,627	(17)
Gregory Floerke				2005	(1)			300,000				50,000	(7)			—				40,000	(13)			—
	Chief Operations Officer			2004				244,616				—				—				75,000	(14)			—
				2003				38,462				—				—				—				—
Michael Nearing				2005	(1)			306,686				—	(3)			7,200	(8)			50,000	(15)			—
	General Counsel—Litigation			2004				271,154				—				6,508	(8)			—
				2003				—				—				—				—				—

	(1)	Mr. Campbell became Executive Vice President and Chief Financial Officer in October 2004. Mr. Floerke became Chief Operations Officer in January 2005; prior to that he was a Senior Vice President. Mr. Nearing served as our Executive Vice President and General Counsel until November 2005.
	(2)	Mr. Shanfelter elected to reduce his salary by 10% in 2003 in light of MasTec’s operating results. In 2004 that reduction continued, but the 2004 reduction, in the amount of $39,231 was refunded to Mr. Shanfelter in 2005.
	(3)	The amount of bonus earned in the year ended December 31, 2005 is not currently determinable.
	(4)	Represents the fourth installment payment of $101,971 of deferred compensation awarded in 2001 for performance in 2000.
	(5)	Represents a $75,000 payment of deferred compensation awarded in 2001 for performance in 2000; and a bonus of $100,000 paid to Mr. Shanfelter in 2003 in connection with his amended employment agreement related to 2002 performance.
	(6)	Represents a bonus paid to Mr. Campbell in 2004 in connection with his employment agreement.
	(7)	Represents a bonus paid to Mr. Floerke in 2005 in connection with his employment agreement.

69

---

Table of Contents

	(8)	Represents car allowance payments paid to Messrs. Campbell and Nearing.
	(9)	Represents a payment of $13,019 related to a split dollar life insurance arrangement entered in 2000 and cancelled in 2004; and $150,000 paid in connection with a new split dollar life insurance arrangement entered in 2004.

(10)	Represents payments related to a split dollar life insurance arrangement entered in 2000.
(11)	The options were granted in the year indicated based on performance in the previous year unless otherwise noted.
(12)	Represents options to acquire 100,000 shares of our common stock that were granted to Mr. Campbell in connection with his employment agreement.
(13)	Represents options to acquire 40,000 shares of our common stock that were granted to Mr. Floerke in connection with his employment agreement.
(14)	Represents options to acquire 35,000 and 40,000 shares of our common stock that were granted to Mr. Floerke in connection with his hiring and promotion, respectively.
(15)	Represents options to acquire 50,000 shares of our common stock that were granted to Mr. Nearing in connection with his employment agreement.
(16)	Of this amount, $500,000 represents premiums paid by MasTec for insurance on the lives of Mr. Shanfelter and member of his family and interest owed to Mr. Shanfelter.
(17)	Represents premiums attributed for the term portion of life insurance on the life of Mr. Mas. In 2004, $3,300 represents income attribution.

		Individual Grants
																		Potential Realizable Value
		Number of				Percent of												at Assumed Annual Rates
		Shares				Total Options												of Stock Price Appreciation
		Underlying				Granted to												for Option Term(3)
		Options				Employees for				Exercise Price				Expiration
Name		Granted				Fiscal Year(1)				($/Sh)(2)				Date				5%				10%
Austin J. Shanfelter			150,000				11.60	%		$	9.67				08/05/15			$	912,212			$	2,311,723
C. Robert Campbell			40,000				3.10	%		$	10.01				11/01/15			$	251,809			$	638,134
Jose R. Mas			150,000				11.60	%		$	9.67				08/05/15			$	912,212			$	2,311,723
Gregory S. Floerke			40,000				3.10	%		$	9.73				01/03/15			$	244,766			$	620,285
Michael G. Nearing(4)			50,000				3.87	%		$	10.48				11/04/15			$	329,541			$	835,121

(1)	Based on options to purchase an aggregate of 1,293,000 shares of common stock granted to employees in 2005.
(2)	All options were granted at an exercise price equal to fair market value based on the closing price of our common stock on the New York Stock Exchange on the date of grant.
(3)	Amounts represent hypothetical gains assuming exercise at the end of the option term and assuming rates of stock price appreciation of 5% and 10% compounded annually from the date the respective options were granted to their expiration date. The 5% and 10% assumed rates of appreciation are mandated by the rules of the Securities and Exchange Commission. These assumptions are not intended to forecast future appreciation of our stock price. The potential realizable value computation does not take into account federal or state income tax consequences of option exercises or sales of appreciated stock. The actual gains, if any, on the stock option exercises will depend on the future performance of our common stock, the optionee’s continued employment through applicable vesting periods and the date on which the options are exercised and the underlying shares are sold.
(4)	Mr. Nearing served as our Executive Vice President and General Counsel until November 2005.

70

---

Table of Contents

Value of Unexercised in

Shares

Number of Shares Underlying

the Money Options at

Acquired

Unexercised Options at

December 31, 2005

on

Value

December 31, 2005

Exercisable/

Exercise

Realized

Exercisable/ Unexercisable

Unexercisable(1)

Austin J. Shanfelter

—

—

1,054,929/51,000

$1,459,770/139,230

C. Robert Campbell

—

—

50,000/90,000

$99,824/142,576

Jose R. Mas

—

—

470,429/51,000

$390,270/139,230

Gregory S. Floerke

—

—

88,200/26,800

$99,824/142,576

Michael G. Nearing

—

—

58,000/42,000

$90,090/46,410

(1)	Market value of shares underlying in-the-money options at December 30, 2005 based on the product of $10.47 per share, the closing price of MasTec’s common stock on the New York Stock Exchange, less the exercise price of each option, multiplied by the number of in-the-money options as of that date.

71

---

Table of Contents

72

---

Table of Contents

	Compensation of Directors

73

---

Table of Contents

	Compensation Committee Interlocks and Insider Participation

	Indemnification of Officers and Directors

	Directors and Officers Liability Insurance

	Employee Benefit and Stock Plans

74

---

Table of Contents

											Number of Securities
											Remaining Available for
			Number of Securities to				Weighted Average				Future Issuance Under
			be Issued Upon Exercise				Exercise Price				Equity Compensation
			of Outstanding Options,				Outstanding Options,				(Excluding Securities
			Warrants and Rights				Warrants and Rights				Reflected in Column (a)
Plan Category			(a)				(b)				(c)
Equity compensation plans approved by security holders				6,620,658	(1)		$	11.06				7,098,468	(3)
Equity compensation plans not approved by security holders				2,033,403	(2)		$	17.39				1,148,610	(4)
	Total			8,654,061								8,247,078

(1)	Represents 2,737,048 shares issuable under the 1994 Stock Incentive Plan, 384,750 shares issuable under the 1994 Stock Option Plan for Non-Employee Directors, 2,881,360 shares issuable under the 2003 Employee Stock Incentive Plan, and 617,500 shares issuable under the Amended and Restated 2003 Stock Incentive Plan for Non-Employees.
(2)	Represents 1,800,203 shares issuable under the 1999 Non-Qualified Employee Stock Option Plan and 233,200 shares issuable under the Individual Option Grants.
(3)	Under the 2003 Employee Stock Incentive Plan, the Amended and Restated 2003 Stock Incentive Plan for Non-Employees and the 1997 Annual Incentive Compensation Plan, 3,778,735, 1,819,733, 1,500,000 shares, respectively, remain available for future issuance. We are no longer issuing options under the 1994 Stock Option Plan for Non-Employee Directors and the 1994 Stock Incentive Plan. We have never issued any shares under the 1997 Annual Incentive Compensation Plan and have no current plans to do so.
(4)	Under the MasTec, Inc. 1997 Non-Qualified Employee Stock Purchase Plan, Non-Employee Directors’ Stock Plan, and 1999 Non-Qualified Employee Stock Option Plan, 250,511, 142,552, and 755,547 shares, respectively, remain available for future issuance.

	Summaries of Plans Approved by Our Shareholders

75

---

Table of Contents

	Summaries of Plans Not Approved by Our Shareholders

76

---

Table of Contents

	•	each person known to us to beneficially own more than 5% of our common stock;
	•	each of our current directors and named executive officers; and
	•	all of our current directors and executive officers as a group.

							Approximate
							Percentage of
							Outstanding Shares
			Amount and Nature				Beneficially Owned
			of Beneficial Ownership
			Before and After				Before the				After the
			the Offering				Offering				Offering
Jorge Mas				19,955,096	(1)			39.46	%			31.64	%
	Chairman of the Board
Jose Ramon Mas				2,527,389	(2)			5.09	%			4.06	%
	Vice Chairman of the Board and Executive Vice President

77

---

Table of Contents

							Approximate
							Percentage of
							Outstanding Shares
			Amount and Nature				Beneficially Owned
			of Beneficial Ownership
			Before and After				Before the				After the
			the Offering				Offering				Offering
Carlos M. de Cespedes
	Director			16,501	(3)(4)			*				*
Ernst N. Csiszar				4,841	(3)			*				*
Robert J. Dwyer
	Director			15,074	(3)(4)			*				*
Frank E. Jaumot
	Director			16,328	(3)(4)			*				*
Julia L. Johnson
	Director			92,366	(3)(4)			*				*
Jose S. Sorzano
	Director			178,494	(3)(4)			*				*
John Van Heuvelen
	Director			100,616	(3)(4)			*				*
Austin J. Shanfelter
	Director, President and Chief Executive Officer			1,197,278	(4)			2.38	%			1.91	%
C. Robert Campbell
	Executive Vice President and Chief Financial Officer			50,000	(4)			*				*
Michael G. Nearing
	General Counsel—Litigation			58,000	(4)			*				*
Gregory S. Floerke
	Chief Operations Officer			88,200	(4)			*				*
Dimensional Fund Advisors Inc.				2,989,250	(5)			6.07	%			4.84	%
FMR Corp.				3,900,090	(6)			7.92	%			6.32	%
All current executive officers and directors as a group (11 persons)				24,300,183				46.15	%			37.30	%

*	Less than 1%
(1)	Includes 9,621,016 shares owned directly by the Jorge L. Mas Canosa Holdings I Limited Partnership, a Texas limited partnership (the “Family Partnership”), and indirectly by Jorge Mas, as the president and sole director of Jorge L. Mas Canosa Holdings Corporation, a Texas corporation, the sole general partner of the Family Partnership; and 8,599,361 shares owned of record by Jorge Mas Holdings I Limited Partnership, a Texas limited partnership (“Jorge Mas Holdings”). The sole general partner of Jorge Mas Holdings is Jorge Mas Holdings Corporation, a Texas corporation that is wholly-owned by Mr. Jorge Mas. Also includes 282,670 shares owned of record by the Mas Family Foundation, Inc., a Florida not-for-profit corporation (the “Family Foundation”) of which Mr. Jorge Mas is the president; 1,350,001 shares covered by options exercisable within 60 days of December 31, 2005; and 102,048 shares owned of record individually. Mr. Jorge Mas disclaims beneficial ownership of the shares held by the Family Partnership except to the extent of his pecuniary interest therein, and disclaims beneficial ownership of all of the shares owned by the Family Foundation. In 2003, Mr. Mas entered into a 10b5-1 plan with a third-party trustee providing for the sale of shares of our common stock. On an annual basis, Mr. Mas may authorize the trustee, in its sole discretion but subject to certain price restrictions and monthly volume limitations, to sell up to a maximum number of shares. In 2004, 50,500 shares were sold under the plan. For 2005, the trustee was authorized to sell up to 360,000 shares with a per month limit of 36,000 shares. The 2005 authorization represented less than 2% of the shares beneficially owned by Jorge Mas. Through October 10, 2005, the trustee had sold a total of 360,000 shares.

78

---

Table of Contents

(2)	Includes 1,114,251 shares owned of record by Jose Ramon Mas Holdings I Limited Partnership, a Texas limited partnership (“Jose Mas Holdings”). The sole general partner of Jose Mas Holdings is Jose Ramon Mas Holdings Corporation, a Texas corporation that is wholly owned by Mr. Jose Mas. Also includes 105,500 shares owned of record by Jorge Mas Canosa Freedom Foundation, Inc., a Florida non-for-profit corporation (“Freedom Foundation”) of which Mr. Jose R. Mas is secretary; 470,429 shares covered by options exercisable within 60 days of December 31, 2005; and 837,209 shares owned of record individually. Mr. Jose R. Mas disclaims beneficial ownership of the shares held by the Freedom Foundation.
(3)	Includes shares of restricted stock which will become vested and nonforfeitable on the third anniversary of the effective date of grant but as to which the owner presently has the right to vote and the right to receive dividends, as follows: Carlos M. de Cespedes, 9,901 shares; Ernst N. Csiszar, 4,841 shares, Robert J. Dwyer, 8,474 shares, Frank E. Jaumot, 9,728 shares; Julia L. Johnson, 9,941 shares, Jose S. Sorzano, 9,941 shares; and John Van Heuvelen, 9,941 shares.
(4)	Includes shares of common stock that may be issued upon the exercise of stock options that are exercisable within 60 days of December 31, 2005 as follows: Carlos M. de Cespedes, 6,600 shares; Robert J. Dwyer, 6,600 shares; Frank E. Jaumot, 6,600 shares; Julia L. Johnson, 82,425 shares; Jose S. Sorzano, 166,300 shares; John Van Heuvelen, 90,675 shares; Austin J. Shanfelter, 1,054,929 shares; C. Robert Campbell, 50,000 shares; Michael G. Nearing, 58,000 shares and Gregory S. Floerke, 88,200 shares.
(5)	Based on a Schedule 13G filed with the Securities and Exchange Commission, dated February 9, 2005, reporting beneficial ownership of more than 5% of MasTec’s common stock. As reported in the Schedule 13G, Dimensional Fund Advisors, Inc. possesses sole voting and sole dispositive power with respect to 2,989,250 shares. Dimensional Fund Advisors, Inc.’s address is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(6)	Based on a Schedule 13G filed with the Securities and Exchange Commission, dated February 14, 2005, reporting beneficial ownership of more than 5% of MasTec’s common stock. As reported in the Schedule 13G, FMR possesses sole voting power with respect to 230,400 shares. As reported in the Schedule 13G, FMR possesses sole dispositive power with respect to 3,900,090. FMR’s address is 82 Devonshire Street, Boston, Massachusetts 02109.

79

---

Table of Contents

80

---

Table of Contents

81

---

Table of Contents

	•	the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets;
	•	the nomination of individuals to our Board of Directors; and
	•	a change in our control.

	•	issue preferred stock in one or more series;
	•	establish the number of shares to be included in each such series; and
	•	fix the designations, powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions on those shares.

82

---

Table of Contents

	•	merger or consolidation of us with or into another corporation;
	•	sale or lease of all or any substantial part of our property and assets; or
	•	issuance of our securities in exchange for sale or lease to us of property and assets having an aggregate fair market value of $1 million or more.

	•	our Board of Directors has approved a memorandum of understanding with the other corporation with respect to the transaction prior to the time that the other corporation became a holder of more than 10% of our outstanding voting stock; or
	•	the transaction is proposed by a corporation of which we are the majority owner.

83

---

Table of Contents

84

---

Table of Contents

Name			Number of Shares
Morgan Stanley & Co. Incorporated
Friedman, Billings, Ramsey & Co., Inc.
Needham & Company, LLC
Kaufman Bros., L.P.
	Total:			12,500,000

Total

Per

Share

No Exercise

Full Exercise

Public offering price

$

$

$

Underwriting discounts and commissions

Proceeds, before expenses, to us

$

$

$

85

---

Table of Contents

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;
	•	file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock.

	•	the sale of shares to the underwriters;
	•	transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;
	•	the issuance of shares in connection with the DSSI Acquisition and the filing of a registration statement in connection with the registration of those shares; provided that these shares are subject to the same 90 day lock-up provisions described above; or
	•	the issuance of shares or options to acquire shares to our directors, officers or employees pursuant to benefit plans in existence on the date hereof and the registration of those shares on a Form S-8 registration statement.

86

---

Table of Contents

	(a) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
	(b) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43,000,000 and (3) an annual net turnover of more than € 50,000,000, as shown in its last annual or consolidated accounts; or
	(c) at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

87

---

Table of Contents

88

---

Table of Contents

		Page
Condensed Unaudited Consolidated Financial Statements
Condensed Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2005 and 2004			F-2
Condensed Unaudited Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004			F-3
Condensed Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004			F-4
Notes to the Condensed Unaudited Consolidated Financial Statements			F-5
Audited Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting			F-22
Reports of Independent Registered Public Accounting Firms			F-26
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004			F-28
Consolidated Balance Sheets as of December 31, 2003 and 2004			F-29
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2002, 2003 and 2004			F-30
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004			F-31
Notes to Consolidated Financial Statements			F-32

F-1

---

Table of Contents

			For the Three Months								For the Nine Months
			Ended September 30,								Ended September 30,
			2005				2004				2005				2004
			(In thousands, except per share amounts)
Revenue			$	243,548			$	246,622			$	697,427			$	667,071
Costs of revenue, excluding depreciation				207,373				217,070				621,560				607,120
Depreciation				4,335				4,084				13,950				13,260
General and administrative expenses				18,546				16,921				51,470				53,495
Interest expense, net				4,827				4,710				14,412				14,277
Other income, net				—				(754	)			(3,402	)			(991	)
Income (loss) from continuing operations before minority interest				8,467				4,591				(563	)			(20,090	)
Minority interest				(573	)			(326	)			(995	)			(361	)
Income (loss) from continuing operations				7,894				4,265				(1,558	)			(20,451	)
Discontinued operations:
Loss on discontinued operations, net of tax benefit of $0 in 2005 and 2004				(145	)			(42	)			(1,008	)			(2,966	)
Loss on write-off of assets of discontinued operations, net				—				—				—				(19,165	)
Loss on sale of assets of discontinued operations, net of tax benefit of $0 in 2005 and 2004				—				—				(583	)			—
Net income (loss)			$	7,749			$	4,223			$	(3,149	)		$	(42,582	)
Basic weighted average common shares outstanding				49,039				48,395				48,876				48,368
Basic net income (loss) per share:
	Continuing operations		$	.16			$	.09			$	(.03	)		$	(.42	)
	Discontinued operations			—				—				(.03	)			(.46	)
	Total basic net income (loss) per share		$	.16			$	.09			$	(.06	)		$	(.88	)
Diluted weighted average common shares outstanding				50,033				48,703				48,876				48,368
Diluted net income (loss) per share:
	Continuing operations		$	.15			$	.09			$	(.03	)		$	(.42	)
	Discontinued operations			—				—				(.03	)			(.46	)
	Total diluted net income (loss) per share		$	.15			$	.09			$	(.06	)		$	(.88	)

F-2

---

Table of Contents

				September 30,				December 31,
				2005				2004
				(Unaudited)				(Audited)
				(In thousands, except
				share amounts)
Assets
Current assets:
	Cash and cash equivalents			$	2,894			$	19,548
	Accounts receivable, unbilled revenue and retainage, net				228,052				200,743
	Inventories				42,649				45,293
	Income tax refund receivable				1,511				2,846
	Prepaid expenses and other current assets				42,689				43,828
		Total current assets			317,795				312,258
Property and equipment, net					56,451				69,303
Goodwill					138,640				138,640
Deferred taxes, net					52,658				50,732
Other assets					43,845				29,590
		Total assets		$	609,389			$	600,523
Liabilities and Shareholders’ Equity
Current liabilities:
	Current maturities of debt			$	112			$	99
	Accounts payable and accrued expenses				125,790				113,333
	Other current liabilities				59,917				64,363
		Total current liabilities			185,819				177,795
Other liabilities					37,039				35,516
Long-term debt					196,126				196,059
		Total liabilities			418,984				409,370
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $1.00 par value; authorized shares—5,000,000; issued and outstanding shares—none					—				—
Common stock $0.10 par value authorized shares—100,000,000; issued and outstanding shares—49,142,346 and 48,597,000 shares in 2005 and 2004, respectively					4,914				4,860
Capital surplus					355,469				353,033
Accumulated deficit					(170,433	)			(167,284	)
Accumulated other comprehensive income					455				544
	Total shareholders’ equity				190,405				191,153
	Total liabilities and shareholders’ equity			$	609,389			$	600,523

F-3

---

Table of Contents

			For the Nine Months
			Ended September 30,
			2005				2004
			(In thousands)
Cash flows from operating activities of continuing operations:
Loss from continuing operations			$	(1,558	)		$	(20,451	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations:
	Depreciation and amortization			14,088				13,701
	Non-cash stock and restricted stock compensation expense			409				416
	Gain on sale of fixed assets			(3,467	)			(945	)
	Write down of fixed assets			675				605
	Provision for doubtful accounts			3,759				3,999
	Provision for inventory obsolescence			881				902
	Minority interest			995				361
Changes in assets and liabilities:
	Accounts receivable, unbilled revenue and retainage, net			(34,272	)			(26,992	)
	Inventories			2,273				(17,888	)
	Income tax refund receivable			1,469				1,051
	Other assets, current and non-current portion			(14,040	)			4,853
	Accounts payable and accrued expenses			13,407				16,802
	Other liabilities, current and non-current portion			(1,918	)			6,291
Net cash used in operating activities of continuing operations				(17,299	)			(17,295	)
Cash flows used in investing activities of continuing operations:
	Capital expenditures			(5,102	)			(8,010	)
	Payments received from sub-leases			570				285
	Investments in unconsolidated companies			(3,423	)			(1,092	)
	Net proceeds from sale of assets			5,853				6,631
Net cash used in investing activities of continuing operations				(2,102	)			(2,186	)
Cash flows provided by financing activities of continuing operations:
	Proceeds from other borrowings, net			80				3,468
	Payments of capital lease obligations			(273	)			(279	)
	Proceeds from issuance of common stock			2,490				1,079
Net cash provided by financing activities of continuing operations				2,297				4,268
Net decrease in cash and cash equivalents				(17,104	)			(15,213	)
Net effect of currency translation on cash				(90	)			261
Cash and cash equivalents—beginning of period				19,548				19,415
Cash provided by (used in) discontinued operations				540				(746	)
Cash and cash equivalents—end of period			$	2,894			$	3,717
Cash paid during the period for:
	Interest		$	16,711			$	16,876
	Income taxes		$	298			$	67

F-4

---

Table of Contents

	(a) Principles of Consolidation

	(b) Comprehensive Income (Loss)

F-5

---

Table of Contents

		For the Three
		Months Ended								For the Nine Months
		September 30,								Ended September 30,
		2005				2004				2005				2004
Net income (loss)		$	7,749			$	4,223			$	(3,149	)		$	(42,582	)
Less: foreign currency translation			(48	)			240				(89	)			21,354
Comprehensive income (loss)		$	7,701			$	4,463			$	(3,238	)		$	(21,228	)

	(c) Revenue Recognition

F-6

---

Table of Contents

	(d) Basic and Diluted Net Income (Loss) Per Share

	(e) Intangibles and Other Long-Lived Assets

F-7

---

Table of Contents

	(f) Accrued Insurance

	(g) Stock Based Compensation

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Expected life			7 years				7 years				7 years				7 years
Volatility percentage			78.54%				79.95%				78.54%				79.95%
Interest rate			3.875%				3.0%				3.875%				3.0%
Dividends			None				None				None				None

F-8

---

Table of Contents

			For the Three Months								For the Nine Months
			Ended September 30,								Ended September 30,
			2005				2004				2005				2004
Net income (loss), as reported			$	7,749			$	4,223			$	(3,149	)		$	(42,582	)
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards				(1,987	)			(2,053	)			(4,181	)			(6,948	)
Pro forma net income (loss)			$	5,762			$	2,170			$	(7,330	)		$	(49,530	)
Basic net income (loss):
	As reported		$	.16			$	0.09			$	(.06	)		$	(.88	)
	Pro forma		$	.12			$	0.04			$	(.15	)		$	(1.02	)
Diluted net income (loss):
	As reported		$	.15			$	0.09			$	(.06	)		$	(.88	)
	Pro forma		$	.12			$	0.04			$	(.15	)		$	(1.02	)

F-9

---

Table of Contents

	(h) Reclassifications

	(i) Equity investments

	(j) Fair value of financial instruments

F-10

---

Table of Contents

Note 4—	Other Assets and Liabilities

		September 30,				December 31,
		2005				2004
Deferred tax assets		$	4,047			$	6,107
Notes receivable			1,735				2,511
Non-trade receivables			21,890				22,164
Other investments and assets held for sale			5,407				5,884
Prepaid expenses and deposits			8,093				5,931
Other			1,517				1,231
Total prepaid expenses and other current assets		$	42,689			$	43,828

		September 30,				December 31,
		2005				2004
Long-term receivables, including retainage		$	1,620			$	4,694
Equity investment			5,568				3,780
Investment in real estate			1,683				1,683
Long-term portion of deferred financing costs, net			4,247				2,414
Cash surrender value of insurance policies			5,569				5,279
Non-compete agreement, net			945				1,080
Insurance escrow			19,284				7,083
Other			4,929				3,577
Total other assets		$	43,845			$	29,590

			September 30,				December 31,
			2005				2004
Current liabilities:
	Accrued compensation		$	13,155			$	15,090
	Accrued insurance			18,270				16,691
	Accrued interest			2,532				6,329
	Accrued losses on contracts			1,617				2,638
	Accrued guaranteed equity investment			925				2,775
	Due to subcontractors			10,248				8,948
	Other			13,170				11,892
Total other current liabilities			$	59,917			$	64,363

F-11

---

Table of Contents

			September 30,				December 31,
			2005				2004
Non-current liabilities:
	Accrued insurance		$	34,576			$	33,751
	Minority interest			1,118				333
	Other			1,345				1,432
Total other liabilities			$	37,039			$	35,516

Note 5—	Debt

		September 30,				December 31,
		2005				2004
Revolving credit facility at LIBOR plus 2.25% as of September 30, 2005 and 3.25% as of December 31, 2004 (6.28% as of September 30, 2005 and 5.75% as of December 31, 2004) and the bank’s prime rate plus 0.75% as of September 30, 2005 and 1.75% as of December 31, 2004 (7.5% as of September 30, 2005 and 7.0% as of December 31, 2004)		$	—			$	—
7.75% senior subordinated notes due February 2008			195,936				195,915
Notes payable for equipment, at interest rates from 7.5% to 8.5% due in installments through the year 2008			302				243
Total debt			196,238				196,158
Less current maturities			(112	)			(99	)
Long-term debt		$	196,126			$	196,059

	Revolving Credit Facility

F-12

---

Table of Contents

	Senior Subordinated Notes

F-13

---

Table of Contents

		September 30,				December 31,
		2005				2004
Current assets		$	290			$	290
Non-current assets			—				—
Current liabilities			(19,455	)			(19,455	)
Non-current liabilities			(2,170	)			(2,170	)
Accumulated foreign currency translation			21,335				21,335

		For the Three								For the Nine
		Months Ended								Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Revenue		$	—			$	—			$	—			$	—
Cost of revenue			—				—				—				(5	)
Operating and other expenses			—				(98	)			—				(1,047	)
Loss from operations before benefit for income taxes		$	—			$	(98	)		$	—			$	(1,052	)
Benefit for income taxes			—				—				—				—
Net loss		$	—			$	(98	)		$	—			$	(1,052	)

F-14

---

Table of Contents

		September 30,				December 31,
		2005				2004
Current assets		$	994			$	4,464
Non current assets			35				27
Current liabilities			(1,281	)			(2,753	)
Non current liabilities			—				—
Shareholder’s deficit (equity)			252				(1,738	)

		For the Three
		Months Ended								For the Nine Months
		September 30,								Ended September 30,
		2005				2004				2005				2004
Revenue		$	92			$	3,308			$	3,869			$	14,159
Cost of revenue			82				2,447				3,859				13,231
Operating and other expenses			155				805				1,601				2,842
(Loss) income from operations before benefit for      income taxes		$	(145	)		$	56			$	(1,591	)		$	(1,914	)
Benefit for income taxes			—				—				—				—
Net (loss) income		$	(145	)		$	56			$	(1,591	)		$	(1,914	)

Note 7—	Commitments and Contingencies

F-15

---

Table of Contents

F-16

---

Table of Contents

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Communications		$	152,991			$	156,841			$	439,137			$	429,985
Utilities			52,622				51,934				147,753				131,084
Government			37,935				37,847				110,537				106,002
		$	243,548			$	246,622			$	697,427			$	667,071

F-17

---

Table of Contents

F-18

---

Table of Contents

F-19

---

Table of Contents

Note 11—	New Accounting Pronouncements

F-20

---

Table of Contents

F-21

---

Table of Contents

	(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
	(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

F-22

---

Table of Contents

F-23

---

Table of Contents

	Management identified weaknesses in internal controls involving inventory practices and policies in the Company’s ITS division, with respect to inventory pricing on receipt and the related cost of revenue, and inventory tracking prior to sale or use. Management believes this constitutes a material weakness in internal control over the financial reporting process, including the Company’s closing process, as it relates to this division. As a result of this weakness, a significant adjustment to correct for this weakness was required and has been recorded by the Company in preparing the 2004 financial statements. Management has undertaken a review of the related account and believes that it has identified and corrected any misstatement resulting from this material weakness.
	Since December 31, 2004, the Company has improved the system of internal controls related to inventory by continuing to implement the Oracle inventory module into the Company’s financial

F-24

---

Table of Contents

	system and testing the system to ensure it is accurately capturing the correct prices and quantities. Once this system can be relied upon, management will not need to perform as many manual procedures.

	/s/ BDO Seidman, LLP

F-25

---

Table of Contents

	/s/ BDO Seidman, LLP

F-26

---

Table of Contents

	/s/ Ernst & Young LLP

F-27

---

Table of Contents

			Year Ended December 31,
			2002
			As Restated				2003				2004
			(In thousands except per share amounts)
Revenue			$	766,467			$	827,480			$	913,795
Costs of revenue, excluding depreciation				683,855				744,587				828,743
Depreciation				33,760				27,586				17,099
General and administrative expenses				107,446				70,112				74,550
Goodwill impairment				79,710				—				—
Interest expense, net of interest income				18,306				19,180				19,478
Other (expense) income, net				(9,973	)			1,242				191
Loss from continuing operations before cumulative effect of change in accounting principle, benefit for income taxes and minority interest				(166,583	)			(32,743	)			(25,884	)
Benefit for income taxes				59,345				8,303				—
Minority Interest				—				—				(333	)
Loss from continuing operations before cumulative effect of change in accounting principle				(107,238	)			(24,440	)			(26,217	)
Cumulative effect of change in accounting principle				(12,596	)			—				—
Net loss from continuing operations				(119,834	)			(24,440	)			(26,217	)
Discontinued operations:
Loss on write-off of assets of discontinued operations, net				—				—				(19,165	)
Loss from discontinued operations, net of tax				(16,722	)			(27,859	)			(4,055	)
Net loss			$	(136,556	)		$	(52,299	)		$	(49,437	)
Basic and diluted net loss per share:
	Continuing operations		$	(2.50	)		$	(.51	)		$	(.54	)
	Discontinued operations			(0.35	)			(.58	)			(.48	)
	Total basic and diluted net loss per share		$	(2.85	)		$	(1.09	)		$	(1.02	)
Basic and diluted weighted average common shares outstanding				47,922				48,084				48,382
Basic and diluted net loss per share before cumulative effect of change in accounting principle			$	(2.59	)		$	(1.09	)		$	(1.02	)
Cumulative effect of change in accounting principle				(0.26	)			—				—
Basic and diluted net loss per share			$	(2.85	)		$	(1.09	)		$	(1.02	)

F-28

---

Table of Contents

				December 31,
				2003				2004
				(In thousands, except shares)
Assets
Current assets:
	Cash and cash equivalents			$	19,415			$	19,548
	Accounts receivable, unbilled revenue and retainage, net				208,211				200,743
	Inventories				32,781				45,293
	Income tax refund receivable				4,667				2,846
	Prepaid expenses and other current assets				31,801				43,828
		Total current assets			296,875				312,258
Property and equipment, net					85,832				69,303
Goodwill					150,984				138,640
Deferred taxes, net					55,083				50,732
Other assets					39,489				33,085
		Total assets		$	628,263			$	604,018
Liabilities and Shareholders’ Equity
Current liabilities:
	Current maturities of debt			$	4,709			$	99
	Accounts payable				100,698				113,333
	Other current liabilities				78,108				64,696
		Total current liabilities			183,515				178,128
Other liabilities					31,974				38,678
Long-term debt					196,956				196,059
Commitments and contingencies
Shareholders’ equity:
	Preferred stock, $1.00 par value; authorized shares— 5,000,000; issued and outstanding shares— none				—				—
	Common stock $0.10 par value; authorized shares— 100,000,000; issued and outstanding shares— 48,222,000 in 2003 and 48,597,000 in 2004				4,822				4,860
	Capital surplus				349,823				353,033
	Accumulated deficit				(117,847	)			(167,284	)
	Accumulated other comprehensive (loss) income				(20,980	)			544
		Total shareholders’ equity			215,818				191,153
		Total liabilities and shareholders’ equity		$	628,263			$	604,018

F-29

---

Table of Contents

														Retained				Accumulated
		Common Stock												Earnings				Other
										Capital				(Accumulated				Comprehensive								Comprehensive
		Shares				Amount				Surplus				Deficit)				(Loss) Income				Total				Income (Loss)
		(In thousands)
Balance December 31, 2001, as restated			47,905			$	4,791			$	348,022			$	71,008			$	(20,006	)		$	403,815			$	—
Net loss, as restated			—				—				—				(136,556	)			—				(136,556	)		$	(136,556	)
Foreign currency translation adjustment			—				—				—				—				(4,556	)			(4,556	)			(4,556	)
Comprehensive loss for period																										$	(141,112	)
Stock issued, primarily for stock options exercised			101				10				297				—				—				307
Balance December 31, 2002, as restated			48,006			$	4,801			$	348,319			$	(65,548	)		$	(24,562	)		$	263,010
Net loss			—				—								(52,299	)			—				(52,299	)		$	(52,299	)
Foreign currency translation adjustment			—				—				—				—				3,582				3,582				3,582
Comprehensive loss for period																										$	(48,717	)
Stock issued, primarily for stock options exercised			216				21				1,061				—				—				1,082
Tax benefit resulting from stock option plan			—				—				443				—				—				443
Balance December 31, 2003			48,222			$	4,822			$	349,823			$	(117,847	)		$	(20,980	)		$	215,818
Net loss			—				—				—				(49,437	)			—				(49,437	)		$	(49,437	)
Foreign currency translation adjustment			—				—				—				—				21,524				21,524				21,524
Non cash stock compensation			—				—				605				—				—				605				—
Comprehensive loss for period																										$	(27,913	)
Stock issued, primarily for stock options exercised			375				38				1,840				—				—				1,878
Tax benefit resulting from stock option plan			—				—				765				—				—				765
Balance December 31, 2004			48,597			$	4,860			$	353,033			$	(167,284	)		$	544			$	191,153

F-30

---

Table of Contents

				Year Ended December 31,
				2002
				As Restated				2003				2004
				(In thousands)
Cash flows from operating activities of continuing operations:
	Loss from continuing operations			$	(119,834	)		$	(24,440	)		$	(26,217	)
	Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities of continuing operations:
	Depreciation and amortization				34,643				28,220				17,588
	Non-cash stock and restricted stock compensation expense				—				—				644
	(Gain) loss on disposal of assets and investments				(5,441	)			(5,562	)			(161	)
	Provision for doubtful accounts				15,088				4,278				5,086
	Write-down of assets				20,375				—				2,020
	Income tax refunds				53,414				28,121				176
	Provision for inventory obsolescence				5,203				1,837				902
	Cumulative change in accounting principle, net				12,596				—				—
	Goodwill impairment				79,710				—				—
	Minority interest				—				—				333
	Deferred income tax benefit				(51,844	)			(5,140	)			—
	Changes in assets and liabilities net of effect of acquisitions:
		Accounts receivable, unbilled revenue and retainage, net			29,568				(31,678	)			(240	)
		Inventories			(8,484	)			(11,997	)			(13,786	)
		Other assets, current and non-current portion			(17,181	)			(14,736	)			(2,211	)
		Accounts payable			(4,951	)			34,404				13,763
		Other liabilities, current and non-current portion			11,911				3,687				7,509
	Net cash provided by operating activities of continuing operations				54,773				6,994				5,406
Cash flows (used in) provided by investing activities of continuing operations:
	Capital expenditures				(18,925	)			(10,961	)			(9,310	)
	Cash paid for acquisitions and contingent consideration, net of cash acquired				(17,269	)			(1,861	)			—
	Investments in unconsolidated companies partner				—				(275	)			(1,092	)
	Investment in life insurance policies				(1,840	)			(1,803	)			(1,785	)
	Net proceeds from sale of assets and investments				13,891				22,253				8,065
Net cash (used in) provided by investing activities of continuing operations					(24,143	)			7,353				(4,122	)
Cash flows used in financing activities of continuing operations:
	Repayments proceeds from revolving credit facilities, net				(70,693	)			1,309				—
	Proceeds repayments from other borrowings, net				(414	)			(510	)			(3,283	)
	Payments of capital lease obligations				—				(3,068	)			(363	)
	Proceeds from issuance of common stock				310				1,082				2,643
Net cash used in financing activities of continuing operations					(70,797	)			(1,187	)			(1,003	)
Net (decrease) increase in cash and cash equivalents					(40,167	)			13,160				281
Net effect of translation on cash					2,465				(1,922	)			432
Cash and cash equivalents— beginning of period					48,478				8,730				19,415
Cash used in discontinued operations					(2,046	)			(553	)			(580	)
Cash and cash equivalents— end of period				$	8,730			$	19,415			$	19,548
Supplemental disclosures of cash flow information:
Cash paid during the period for:
	Interest			$	19,576			$	15,504			$	17,643
	Income taxes			$	1,555			$	155			$	68
Supplemental non-cash disclosures:
	Investment in unconsolidated companies				—				—			$	2,775

F-31

---

Table of Contents

F-32

---

Table of Contents

F-33

---

Table of Contents

F-34

---

Table of Contents

F-35

---

Table of Contents

			2002
			As Restated				2003				2004
Net loss, as reported			$	(136,556	)		$	(52,299	)		$	(49,437	)
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards				(5,390	)			(4,092	)			(8,734	)
Pro forma net loss			$	(141,946	)		$	(56,391	)		$	(58,171	)
Basic and diluted loss per share:
	As reported		$	(2.85	)		$	(1.09	)		$	(1.02	)
	Pro forma		$	(2.96	)		$	(1.17	)		$	(1.20	)

F-36

---

Table of Contents

F-37

---

Table of Contents

	2002 Financial Statement Restatement

		2002				2002
		As Reported				As Restated*
Statement of Operations
Revenue		$	838,055			$	838,055
Costs of revenue, excluding Depreciation			745,178				749,422
General and administrative expenses			118,278				118,750
Loss before cumulative effect of change in accounting principle and benefit for income taxes			(168,608	)			(173,324	)
Benefit for income taxes			65,473				62,439
Net loss before cumulative effect of change in accounting principle			(103,135	)			(110,885	)
Net loss		$	(128,806	)		$	(136,556	)
Basic and diluted loss per share		$	(2.69	)		$	(2.85	)

*	Before effect of reclassifying 2002 results of operations of the Brazil and network services Operations to loss from discontinued operation discussed in Note 10.

	Deferred Tax Asset

F-38

---

Table of Contents

	Self-Insurance Reserves

F-39

---

Table of Contents

		2003				2004
Deferred tax assets		$	208			$	6,107
Notes receivable			3,890				2,511
Non-trade receivables			7,374				22,164
Other investments and assets held for sale			7,712				5,884
Prepaid expenses and deposits			7,239				5,931
Other			5,378				1,231
Total prepaid expenses and other current assets		$	31,801			$	43,828

		2003				2004
Long-term receivables, including retainage		$	10,696			$	4,694
Equity investment			—				3,780
Investment in real estate			1,683				1,683
Long-term portion of deferred financing costs, net			3,639				2,414
Cash surrender value of insurance policies			4,691				5,279
Non-compete agreement, net			1,572				1,080
Insurance escrow			7,219				7,083
Other			9,989				7,072
Total		$	39,489			$	33,085

F-40

---

Table of Contents

			2003				2004
Current liabilities
	Accrued compensation		$	21,459			$	15,090
	Accrued insurance			13,127				16,691
	Accrued interest			6,458				6,329
	Accrued restructuring			600				212
	Accrued losses on contracts			7,482				2,638
	Accrued guaranteed equity investment			—				2,775
	Accrued labor claims			10,336				—
	Due to subcontractors			5,611				8,948
	Other			13,035				12,013
Total			$	78,108			$	64,696

			2003				2004
Non-current liabilities
	Accrued insurance		$	24,524			$	33,751
	Minority interest			434				333
	Other			7,016				4,594
Total			$	31,974			$	38,678

		2003				2004
Contract billings		$	188,593			$	183,873
Retainage			15,252				13,533
Unbilled revenue			33,210				23,297
			237,055				220,703
Less allowance for doubtful accounts			28,844				19,960
Accounts receivable, net		$	208,211			$	200,743

F-41

---

Table of Contents

		For the Year Ended
		December 31,
		2003				2004
Allowance for doubtful accounts at beginning of year		$	25,843			$	28,844
Provision for doubtful accounts from continued operations			4,278				5,086
Provision for doubtful accounts from discontinued operations			4,517				—
Amounts charged against the allowance			(5,794	)			(13,970	)
Allowance for doubtful accounts at end of year		$	28,844			$	19,960

										Estimated
										Useful Lives
		2003				2004				(In Years)
Land		$	5,235			$	5,235
Buildings and leasehold improvements			9,642				9,736				5 - 40
Machinery and equipment			212,613				176,531				2 - 15
Office furniture and equipment			38,415				33,224				3 - 5
			265,905				224,726
Less accumulated depreciation			(180,073	)			(155,423	)
		$	85,832			$	69,303

F-42

---

Table of Contents

		2003				2004
Revolving credit facility at LIBOR plus 3.25% (5.25%) and the bank’s prime rate plus 1.75% (7%) for 2003 and 2004, respectively		$	—			$	—
7.75% senior subordinated notes due February 2008			195,887				195,915
Notes payable for equipment, at interest rates from 7.5% to 8.5% due in installments through the year 2008			1,418				243
Other revolving debt			4,360				—
Total debt			201,665				196,158
Less current maturities			(4,709	)			(99	)
Long-term debt		$	196,956			$	196,059

	Revolving Credit Facility

F-43

---

Table of Contents

	•	$45 million at December 31, 2004;
	•	$40 million from January 31 through May 31, 2005;
	•	$45 million from June 30 through August 31, 2005;
	•	$53.5 million from September 30 through November 30, 2005; then
	•	$53.5 million beginning December 1, 2005; plus 50% of the consolidated net income of our operations from December 1, 2005 through the date of determination.

Period		Ratio
For the 9 month period ending December 31, 2004			1.50 to 1.00
For each of the 10 and 11 month periods ending January 31 and February 28, 2005			1.15 to 1.00
For each of the 12 month periods ending March 31, April 30 and May 31, 2005			1.20 to 1.00
For each of the 12 month periods ending June 30, July 31, and August 31, 2005			1.25 to 1.00
For each of the 12 month periods ending on September 30, October 31, and November 30, 2005			1.50 to 1.00
For the 12 month period ending on December 31, 2005 and each 12 month period ending on the last day of each calendar month thereafter			2.00 to 1.00

F-44

---

Table of Contents

	Senior Subordinated Notes

2005		$	99
2006			76
2007			56
2008			195,925
2009 and thereafter			2
Total		$	196,158

	•	elimination of service offerings that no longer fit into the core business strategy. This process included reducing or eliminating service offerings that did not fit our long-term business plan.
	•	reduction or elimination of services that did not produce adequate revenue or margins to support the level of profitability, return on investment or investments in capital resources. This included exiting contracts that did not meet minimum rate of return requirements to improve margins and reduce costs.
	•	analysis of businesses that provided adequate profit contributions but needed margin improvements.
	•	review of new business opportunities in similar business lines.

F-45

---

Table of Contents

Accrued Costs at December 31, 2003		$	600
Cash payments			(388	)
Accrued costs at December 31, 2004		$	212

		Operating				Capital
		Leases				Leases
2005		$	28,707			$	497
2006			21,420				429
2007			13,180				363
2008			4,813				363
2009			2,426				182
Thereafter			3,533				—
Total minimum lease payments		$	74,079			$	1,834
Less amounts representing interest							251
						$	1,583
Less current portion							497
						$	1,086

F-46

---

Table of Contents

		December 31,				December 31,
		2003				2004
Current assets		$	7,755			$	290
Non current assets			2,244				—
Current liabilities			(21,886	)			(19,455	)
Non current liabilities			(1,334	)			(2,170	)
Accumulated foreign currency translation			(21,091	)			(21,335	)

		2002				2003				2004
Revenue		$	41,773			$	18,761			$	—
Cost of revenue			(37,110	)			(20,846	)			(5	)
Operating expenses			(3,393	)			(18,877	)			(1,046	)
Income (loss) from operations before (provision) benefit for income taxes and minority interest			1,270				(20,962	)			(1,051	)
(Provision) Benefit for income taxes			58				(2,584	)			—
Minority interest			137				(1,708	)			—
Net income (loss)		$	1,191			$	(21,838	)		$	(1,051	)

F-47

---

Table of Contents

		December 31,				December 31,
		2003				2004
Current assets		$	4,063			$	4,464
Non current assets			1,106				27
Current liabilities			5,278				2,753
Non current liabilities			—				—
Shareholder’s deficit			109				1,738

		2002				2003				2004
Revenue		$	29,815			$	24,006			$	17,046
Cost of revenue			(28,457	)			(27,728	)			(16,435	)
Operating and other expenses			(9,232	)			(5,821	)			(3,614	)
Loss from operations before benefit for income taxes and cumulative effect of accounting change		$	(7,874	)		$	(9,543	)		$	(3,003	)
Cumulative effect of accounting change			(13,075	)			—				—
Benefit for income taxes			3,036				3,522				—
Net loss		$	(17,913	)		$	(6,021	)		$	(3,003	)

F-48

---

Table of Contents

		Stock				Weighted Average
		Options				Exercise Price
Outstanding December 31, 2001			6,725,387			$	17.18
Granted			933,500				5.41
Exercised			—				—
Canceled			(622,275	)			22.50
Outstanding December 31, 2002			7,036,612			$	15.32
Granted			2,812,000				7.28
Exercised			(171,176	)			4.67
Canceled			(393,556	)			19.23
Outstanding December 31, 2003			9,283,880			$	12.91
Granted			610,500				9.01
Exercised			(343,839	)			5.38
Canceled			(588,511	)			13.64
Outstanding December 31, 2004			8,962,030			$	12.84

F-49

---

Table of Contents

		As of December 31, 2004
		Stock Options Outstanding												Options Exercisable
						Weighted Average
		Number of				Remaining				Weighted Average				Number of				Weighted Average
Range of Exercise Prices		Stock Options				Contractual Life				Exercise Price				Stock Options				Exercise Price
$2.0050 - $2.2150			376,499				5.29			$	2.0552				92,840			$	2.0550
$2.2151 - $3.3400			150,000				4.62			$	3.3400				100,000			$	3.3400
$3.3401 - $4.8600			436,667				3.09			$	4.4409				386,435			$	4.3938
$4.8601 - $7.0900			764,106				6.55			$	5.5908				377,065			$	5.7896
$7.0901 - $10.5600			2,179,816				7.06			$	8.2993				981,101			$	8.9504
$10.5601 - $15.5833			2,587,860				3.95			$	13.3136				2,211,260			$	13.1260
$15.5834 - $21.0417			1,703,901				4.53			$	19.3286				1,703,901			$	19.3286
$21.0418 - $28.5000			525,921				2.39			$	26.8849				517,654			$	26.8864
$28.5001 - $36.8750			232,010				1.48			$	33.3335				232,010			$	33.3335
$36.8751 - $45.0833			5,250				2.38			$	44.0120				5,250			$	44.0120
$2.0050 - $45.0833			8,962,030				4.91			$	12.8396				6,607,516			$	14.6839

F-50

---

Table of Contents

			2002
			As Restated				2003				2004
Current:
	Federal		$	(2,497	)		$	315			$	2,312
	Foreign			557				(2,237	)			(1,015	)
	State and local			(2,680	)			4,858				251
				(4,620	)			2,936				1,548
Deferred:
	Federal			(51,258	)			(8,888	)			(2,267	)
	Foreign			(444	)			(562	)			1,015
	State and local, net of valuation provisions			(3,023	)			(1,789	)			(296	)
				(54,725	)			(11,239	)			(1,548	)
	Benefit for income taxes		$	(59,345	)		$	(8,303	)		$	—

			2003				2004
Deferred tax assets:
	Non-compete		$	4,188			$	3,709
	Bad debts			8,839				8,080
	Accrued self insurance			8,559				19,143
	Operating loss and tax credit carry forward			61,532				73,390
	Other			3,117				4,853
	Goodwill			6,500				3,972
	Valuation Allowance			(8,289	)			(32,349	)
Subtotal				84,446				80,798
Deferred tax liabilities:
	Accounts receivable retainage			9,365				6,642
	Property and equipment			12,225				10,301
	Basis differences in acquired assets			418				409
	Other			7,147				6,607
Total deferred tax liabilities				29,155				23,959
Net deferred tax asset			$	55,291			$	56,839

F-51

---

Table of Contents

		2002
		As Restated				2003				2004
U.S. statutory federal rate applied to pretax loss			(35	)%			(35	)%			(35	)%
State and local income taxes			(5	)			(2	)			(8	)
Amortization and impairment			—				—				—
Non-deductible expenses			—				1				4
Effect of non U.S. operations			—				1				—
Worthless stock deduction			—				—				(52	)
Other			2				—				3
Valuation allowance for deferred tax assets			3				10				88
Benefit for income taxes			(35	)%			(25	)%			0	%

		Year Ended December 31,
		2002
		As Restated				2003				2004
		(In thousands)
Telecommunications		$	329,855			$	231,263			$	251,083
Broadband			152,104				265,383				342,553
Energy			162,822				198,583				175,314
Government			121,688				132,251				144,845
		$	766,469			$	827,480			$	913,795

F-52

---

Table of Contents

			Year Ended December 31,
			2002				2003				2004
			(In thousands)
Revenue:
	United States		$	740,224			$	800,974			$	900,842
	Foreign			26,243				26,506				12,953
			$	766,467			$	827,480			$	913,795

			At December 31,
			2002				2003				2004
			(In thousands)
Long Lived Assets:
	United States		$	114,053			$	82,541			$	68,426
	Foreign			4,422				3,291				877
			$	118,475			$	85,832			$	69,303

F-53

---

Table of Contents

F-54

---

Table of Contents

F-55

---

Table of Contents

F-56

---

Table of Contents

		2003 Quarter Ended
		Mar 31				Jun 30				Sep 30								2004 Quarter Ended
		As				As				As
		Restated				Restated				Restated				Dec 31				Mar 31				Jun 30				Sep 30				Dec 31
		(In thousands, except per share data)																(In thousands, except per share data)
Revenue		$	167,839			$	194,301			$	231,056			$	234,284			$	194,707			$	225,741			$	246,622			$	246,724
(Loss) income from continuing operations		$	(1,308	)		$	2,850			$	4,800			$	(30,578	)		$	(24,280	)		$	(436	)		$	4,265			$	(5,767	)
Loss from discontinued operations		$	(444	)		$	(830	)		$	(2,490	)		$	(24,299	)		$	(21,786	)		$	(304	)		$	(42	)		$	(1,088	)
Net (loss) income		$	(1,752	)		$	2,020			$	2,310			$	(54,877	)		$	(46,066	)		$	(740	)		$	4,223			$	(6,855	)
Basic (loss) income per share		$	(0.04	)		$	0.04			$	0.05			$	(1.14	)		$	(0.95	)		$	(0.02	)		$	0.09			$	(.14	)
Diluted (loss) income per share		$	(0.04	)		$	0.04			$	0.05			$	(1.14	)		$	(0.95	)		$	(0.02	)		$	0.09			$	(.14	)
Basic income (loss) per share		$	(0.04	)		$	0.04			$	0.05			$	(1.14	)		$	(0.95	)		$	(0.02	)		$	0.09			$	(.14	)
Diluted income (loss) per share		$	(0.04	)		$	0.04			$	0.05			$	(1.14	)		$	(0.95	)		$	(0.02	)		$	0.09			$	(.14	)

F-57

---

Table of Contents

F-58

---

Table of Contents

F-59

---

Table of Contents

F-60

---

Table of Contents

---

Table of Contents

ITEM 13.	OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee		$	18,449
Legal Fees and Expenses			220,000
Accounting Fees and Expenses			350,000
Printing and Mailing Expenses			120,000
Miscellaneous Expenses			169,551
TOTAL FEES AND EXPENSES		$	878,000

ITEM 14.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

II-1

---

Table of Contents

II-2

---

Table of Contents

ITEM 15.	RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES

ITEM 16.	EXHIBITS

Exhibits				Description
	1			Form of Underwriting Agreement.**
	3	.1		Amended and Restated Articles of Incorporation**
	3	.2		Second Amended and Restated Bylaws of MasTec, Inc. Amended and Restated as of May 30, 2003, filed as Exhibit 3.1 to our Form 10-Q for the quarter ended June 30, 2003 and filed with the SEC on August 14, 2003 and incorporated by reference herein.
	4			Indenture, dated as of February 4, 1998, between the Registrant and First Trust National Association, as trustee, relating to the Registrant’s 7.75% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4, filed on February 13, 1998, Registration No. 333-46361).
	5	.1		Opinion of Greenberg Traurig, P.A. regarding validity of the shares of Common Stock being offered.**
	10	.1+		1994 Stock Incentive Plan.**
	10	.2+		1994 Stock Option Plan for Non-employee Directors.**
	10	.3+		1997 Non-Qualified Employee Stock Purchase Plan.**
	10	.4+		1999 Non-Qualified Employee Stock Option Plan, as amended October 4, 1999, filed as Exhibit 10.4 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.5+		1999 Non-Qualified Employee Stock Option Plan.**
	10	.6+		Non-Employee Directors’ Stock Plan.**
	10	.7		Revolving Credit and Security Agreement dated as of January 22, 2002 between MasTec, certain of its subsidiaries, and Fleet Financial Corporation as agent filed as Exhibit 10.2 to our Annual Report on Form 10-K for the year ended December 31, 2001, and filed with the SEC on March 28, 2002 and incorporated by reference herein.
	10	.8		Assumption and Amendment Agreement to Revolving Credit and Security Agreement dated February 7, 2002 filed as Exhibit 10.3 to our Annual Report on Form 10-K for the year ended December 31, 2001, and filed with the SEC on March 28, 2002 and incorporated by reference herein.
	10	.9		Amendment No. 2 to the Revolving Credit and Security Agreement dated as of October 25, 2002 between MasTec, Inc., certain of its subsidiaries, and Fleet Financial Corporation as agent, filed as Exhibit 10.7 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.10		Amendment No. 3 and Consent to the Revolving Credit and Security Agreement dated as of November 1, 2002 between MasTec, Inc., certain of its subsidiaries, and Fleet Financial Corporation as agent, filed as Exhibit 10-8 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.11		Amendment No. 4 to the Revolving Credit and Security Agreement dated as of March 6, 2003 between MasTec, Inc., certain of its subsidiaries, and Fleet Financial Corporation as agent, filed as Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.

II-3

---

Table of Contents

Exhibits				Description
	10	.12+		Employment Agreement dated September 27, 2002, between MasTec, Inc. and Austin J. Shanfelter, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended September 20, 2002, and filed with the SEC on November 14, 2002 and incorporated by reference herein.
	10	.13+		Severance Agreement with Jose Sariego dated as of December 31, 2002, filed as Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.14+		Split-Dollar Agreement effective August 27, 2002 between MasTec, Inc. and Jorge Mas, filed as Exhibit 10.15 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.15+		Split-Dollar Agreement effective September 13, 2002 between MasTec, Inc. and Jorge Mas, filed as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.16+		Split-Dollar Agreement effective September 13, 2002 between MasTec, Inc. and Austin J. Shanfelter, filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated by reference herein.
	10	.17+		2003 Employee Stock Incentive Plan, filed as Appendix B to our definitive proxy statement for our 2003 Annual Meeting of Shareholders, dated April 25, 2003 and incorporated by reference herein.
	10	.18		Amendment No. 5 to our Revolving Credit and Security Agreement dated as of September 18, 2003 between MasTec, Inc., certain of its subsidiaries and Fleet Financial Corporation as agent, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended September 30, 2003 and incorporated by reference herein.
	10	.19+		Amended and Restated 2003 Stock Incentive Plan for Non-Employees, filed as Appendix A to our definitive proxy statement for a Special Meeting of Shareholders, dated November 17, 2003 and incorporated by reference herein.
	10	.20		Amendment No. 6 to the Revolving Credit and Security Agreement dated as of December 29, 2003 between MasTec, Inc., certain of its subsidiaries and Fleet Financial Corporation as agent, filed as Exhibit 10.2 to our Registration Statement on Form S-3 (file no. 333-111845) and incorporated by reference herein.
	10	.21+		Employment Agreement with Donald Weinstein entered into as of December 1, 2003, filed as Exhibit 10.1 to the Registration Statement on Form S-3 on January 12, 2004 and incorporated by reference herein.
	10	.22		Amendment No. 7 to the Revolving Credit and Security Agreement dated as of July 22, 2004 between MasTec, Inc., certain of its subsidiaries and Fleet Financial Corporation, as agent, filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein.
	10	.23+		Separation Agreement and General Release entered into as of March 22, 2004 between MasTec, Inc. and Eric J. Tveter, filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein.
	10	.24+		Separation Agreement and General Release entered into as of March 11, 2004 between MasTec, Inc. and Donald P. Weinstein, filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein.
	10	.25+		Separation Agreement and General Release entered into as of August 7, 2001 between MasTec, Inc. and Joel Citron, filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated by reference herein.
	10	.26		Amendment No. 8 to Revolving Credit and Security Agreement dated October 4, 2004, filed as Appendix A to our Form 8-K filed October 8, 2004.
	10	.27+		Employment Agreement, dated October 12, 2004 between C. Robert Campbell and MasTec, Inc., filed as Appendix A to our Form 8-K filed October 21, 2004.
	10	.28		Amendment No. 9 to Revolving Credit and Security Agreement dated December 29, 2004, filed as Exhibit 10.28 to our Form 10-Q for the three months ended September 30, 2004 and incorporated by reference herein.
	10	.29+		Employment Agreement dated January 3, 2005 between Gregory S. Floerke and MasTec, Inc. filed as Exhibit 10.29 to our Form 8-K, filed with the SEC on January 7, 2005 and incorporated by reference herein.
	10	.30+		Split-Dollar Agreement effective July 16, 2004 between MasTec, Inc and Jose Mas, filed as Exhibit 10.30 to our Form 10-K for the year ended December 31, 2004 and filed with the SEC on March 31, 2005 and incorporated by reference herein.
	10	.31		Amendment No. 10 to Revolving Credit and Security Agreement dated March 17, 2005, filed as Exhibit 10.31 to our Form 10-K for the year ended December 31, 2004 and filed with the SEC on March 31, 2005 and incorporated by reference herein.
	10	.32+		Employment Agreement dated February 1, 2004 between Michael G. Nearing and MasTec, Inc. , filed as Exhibit 10.32 to our Form 10-Q for the quarter ended March 31, 2005 and filed with the SEC on May 10, 2005, and incorporated by reference herein.

II-4

---

Table of Contents

Exhibits				Description
	10	.33		Amended and Restated Loan and Security Agreement dated as of May 10, 2005 between MasTec, Inc., certain of its subsidiaries, Bank of America, N.A., as collateral and administrative agent and General Electric Capital Corporation, as syndication agent, filed as Exhibit 10.1 to our Form 8-K filed with the SEC on May 12, 2005 and incorporated by reference herein.
	10	.33+		Amendment to Employment Agreement dated November 3, 2005 between Mastec, Inc. and Austin J. Shanfelter, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended September 30, 2005, and incorporated by reference herein.
	10	.34+		Employment Agreement dated November 16, 2005 between Mastec, Inc. and Alberto de Cardenas.**
	10	.35+		Employment Agreement by and between Mastec, Inc. and Eric J. Tveter dated July 15, 2002 filed as Exhibit 10.2 to our Form 10-Q for the quarter ended September 30, 2002 and incorporated by reference herein.
	10	.36+		Second Amendment to Employment Agreement dated December 19, 2005 by and between Mastec, Inc. and Austin J. Shanfelter.**
	10	.37+		1997 Annual Incentive Compensation Plan.**
	10	.38+		Deferred Fee Plan for Directors dated December 19, 2005, filed as Exhibit 10.38 to our Form 8-K filed with the SEC on December 23, 2005 and incorporated by reference herein.
	10	.39		Asset Purchase Agreement dated December 30, 2005, by and among MasTec North America AC, LLC, MasTec, Inc., Ronald E. Phillips, Dawn M. Phillips, Digital Satellite Services Employee Stock Ownership Trust and Digital Satellite Services, Inc.**
	10	.40+		Deferred Bonus Agreement dated November 1, 2002 between MasTec, Inc. and Jorge Mas.**
	10	.41+		First Amendment to Deferred Bonus Agreement dated January 6, 2006 between MasTec Inc. and Jorge Mas.**
	10	.42+		Deferred Bonus Agreement dated November 1, 2002 between MasTec, Inc. and Austin Shanfelter.**
	10	.43+		First Amendment to Deferred Bonus Agreement dated January 6, 2006 between MasTec, Inc. and Austin Shanfelter.**
	10	.44+		First Amendment to Split-Dollar Agreement between MasTec, Inc. and Austin Shanfelter dated September 15, 2003.**
	10	.45+		Second Amendment to Split-Dollar Agreement between MasTec, Inc. and Austin Shanfelter dated January 6, 2006.**
	10	.46+		First Amendment to Split-Dollar Agreement (dated December 2002) between MasTec, Inc. and Jorge Mas dated May 4, 2003.**
	10	.47+		Amendment to Split-Dollar Agreement (dated December 2002) between MasTec, Inc. and Jorge Mas dated September 15, 2003.**
	10	.48+		Third Amendment to Split-Dollar Agreement (dated December 2002) between MasTec, Inc. and Jorge Mas dated January 6, 2006.**
	10	.49+		First Amendment to Split-Dollar Agreement (dated May 2003) between MasTec, Inc. and Jorge Mas dated September 15, 2003.**
	10	.50+		Second Amendment to Split-Dollar Agreement (dated May 2003) between MasTec, Inc. and Jorge Mas dated January 6, 2006.**
	10	.51+		First Amendment to Split-Dollar Agreement between MasTec, Inc. and Jorge Mas dated January 6, 2006.**
	21			Subsidiaries of the registrant.
	23	.1		Consent of Greenberg Traurig, P.A. (included in Exhibit 5 above).
	23	.2		Consent of BDO Seidman, LLP.
	23	.3		Consent of Ernst & Young LLP.
	24			Power of Attorney.**

*	To be filed by amendment.

**	Previously filed.

+	Management contract or compensation plan arrangement.

II-5

---

Table of Contents

ITEM 17.	UNDERTAKINGS

	(1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

---

Table of Contents

	MASTEC, INC.

	By:	/s/ Austin Shanfelter

	Austin Shanfelter
	President and Chief Executive Officer,
	(Principal Executive Officer)

	By:	/s/ C. Robert Campbell

	C. Robert Campbell
	Chief Financial Officer, (Principal
	Financial and Accounting Officer)

Signature				Title		Date
* Jorge Mas				Chairman of the Board of Directors		January 23, 2006
/s/ Austin J. Shanfelter Austin J. Shanfelter				President, Chief Executive Officer and Director (Principal Executive Officer)		January 23, 2006
* Jose R. Mas				Executive Vice President and Vice Chairman of the Board of Directors		January 23, 2006
/s/ C. Robert Campbell C. Robert Campbell				Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		January 23, 2006
* Carlos M. de Cespedes				Director		January 23, 2006
* Ernst N. Csiszar				Director		January 23, 2006
* Robert J. Dwyer				Director		January 23, 2006
* Frank E. Jaumot				Director		January 23, 2006

II-7

---

Table of Contents

Signature				Title		Date
* Julia L. Johnson				Director		January 23, 2006
* Jose S. Sorzano				Director		January 23, 2006
* John Van Heuvelen				Director		January 23, 2006
*By		/s/ Austin Shanfelter Austin Shanfelter Attorney-in-Fact

II-8

---

Table of Contents

Exhibits				Description
	21			Subsidiaries of the registrant
	23	.2		Consent of BDO Seidman, LLP
	23	.3		Consent of Ernst & Young LLP

 

 

/s/ BDO Seidman, LLP
BDO Seidman, LLP
Miami, Florida
January 20, 2006

 

	/s/ Ernst & Young LLP

 

---

 

---

 

---

 

---