MASTEC INC, S-3, 1999-11-01

MASTEC INC
S-3, 1999-11-01
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999.
REGISTRATION STATEMENT NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASTEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
FLORIDA 65-0829355
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

<TABLE>
<S> <C>
JOSE SARIEGO, ESQ.
SENIOR VICE PRESIDENT--GENERAL COUNSEL
MASTEC, INC.
3155 N.W. 77TH AVENUE 3155 N.W. 77TH AVENUE
MIAMI, FLORIDA 33122-1205 MIAMI, FLORIDA 33122-1205
TELEPHONE (305) 599-1800 TELEPHONE (305) 406-1954
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>

---------------
PLEASE SEND A COPY OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
STEVEN D. RUBIN, ESQ. JOEL S. KLAPERMAN, ESQ.
STEARNS WEAVER MILLER WEISSLER SHEARMAN & STERLING
ALHADEFF & SITTERSON, P.A. 599 LEXINGTON AVENUE
150 WEST FLAGLER STREET, SUITE 2200 NEW YORK, NEW YORK 10022
MIAMI, FLORIDA 33130
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box [ ].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering [ ].
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 1,875,000 shares $ 32.25 $60,468,750 $ 16,810.31
</TABLE>

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(1) Computed in accordance with Rule 457(c) under the Securities Act of 1933,
based on the average of the high and low price of the Common Stock on the
New York Stock Exchange on October 28, 1999.

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
filed as part of this Registration Statement relates to the shares of Common
Stock registered hereby and to the remaining 1,000,000 unissued shares of
Common Stock previously registered by the Registrant under its Registration
Statement on Form S-3, filed on August 28, 1996, as amended December 12, 1996
(File No. 333-11013). This Registration Statement also constitutes
Post-Effective Amendment No. 1 to such prior Registration Statement.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering of MasTec, Inc.'s Common Stock, par value
$.10 per share, in the United States and Canada and one to be used in a
concurrent offering of MasTec, Inc.'s Common Stock outside the United States
and Canada. The prospectuses are identical except for the front cover page. The
U.S. prospectus is included in the Registration Statement and is followed by
the front cover page to be used in the international prospectus. The front
cover page for the international prospectus included in this Registration
Statement has been labeled "Alternate Page For International Prospectus." Final
forms of each prospectus will be filed with the Securities and Exchange
Commission under Rule 424(b) of the General Rules and Regulations under the
Securities Act of 1933, as amended.
<PAGE>

The information 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 offers to buy these securities in any
state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED NOVEMBER 1, 1999

2,500,000 SHARES

[GRAPHIC OMITTED]

COMMON STOCK

---------------
MASTEC, INC. IS OFFERING 2,500,000 SHARES OF ITS COMMON STOCK.

---------------
MASTEC'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"MTZ." ON OCTOBER 29, 1999 THE REPORTED LAST SALE PRICE OF MASTEC'S COMMON
STOCK ON THE NEW YORK STOCK EXCHANGE WAS $32 3/4 PER SHARE.

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 11.

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PRICE $ A SHARE

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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS MASTEC
-------------- --------------- --------------
<S> <C> <C> <C>
PER SHARE ......... $ $ $
TOTAL ............. $ $ $
</TABLE>

A SELLING SHAREHOLDER HAS GRANTED THE UNDERWRITERS THE RIGHT TO PURCHASE UP TO
AN ADDITIONAL 375,000 SHARES TO COVER OVER-ALLOTMENTS. WE WILL NOT RECEIVE ANY
OF THE PROCEEDS FROM THE SALE OF SUCH SHARES.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE SHARES TO PURCHASERS
ON , 1999.

---------------
MORGAN STANLEY DEAN WITTER

JEFFERIES & COMPANY, INC.

MORGAN KEEGAN & COMPANY, INC.

, 1999
<PAGE>

MASTEC. BUILDING (AND MAINTAINING) THE E-WORLD.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Cautionary Note Regarding
Forward-Looking Statements ............ 3
Prospectus Summary ....................... 5
Risk Factors ............................. 11
Use of Proceeds .......................... 17
Price Range of Common Stock
and Dividend Policy ................... 17
Capitalization ........................... 18
Selected Financial Data .................. 19
Management's Discussion and
Analysis of Financial Condition and
Results of Operations ................. 22
Business ................................. 35

</TABLE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Management ............................... 41
Principal Shareholders ................... 43
Description of Our Capital Stock ......... 44
Certain United States Tax Consequences
for Non-U.S. Investors ................ 46
Underwriters ............................. 49
Legal Matters ............................ 52
Experts .................................. 52
Where You Can Find More Information
About Us .............................. 53
Index to Financial Statements ....... .... F-1
</TABLE>

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We have not authorized any other person to provide you with information
other than this prospectus or to make representations as to matters not stated
in this prospectus. If anyone has provided you with different information, you
should not rely on it. You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and prospects
may have changed since that date. This prospectus is not an offer to sell these
securities or our solicitation of your offer to buy the securities in any
jurisdiction where that offer or sale would not be permitted.

----------------
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We are making this statement pursuant to the safe harbor provisions for
forward-looking statements described in the Private Securities Litigation
Reform Act of 1995. We make certain statements in this prospectus and in the
documents that we incorporate by reference into this prospectus that are
forward-looking, such as statements regarding:
/bullet/ our future growth and profitability,
/bullet/ our competitive strengths and business strategy and
/bullet/ the trends we anticipate in the industries and economies in which
we operate.

These forward-looking statements are based on our current expectations and
are subject to a number of risks, uncertainties and assumptions relating to:
/bullet/ our operations, financial condition and results of operations,
/bullet/ rapid technological and regulatory changes in the industries we
serve,
/bullet/ the financial resources of our customers,
/bullet/ our numerous competitors and the few barriers to entry for
potential competitors,
/bullet/ the short-term nature of many of our contracts,
/bullet/ the seasonality and quarterly variations we experience in our
revenue,
/bullet/ our uncertain revenue growth,
/bullet/ our ability to attract and retain qualified personnel,
/bullet/ our ability to expand our infrastructure and manage our growth,
/bullet/ our ability to identify, finance and integrate acquisitions,
/bullet/ our foreign operations and investments,
/bullet/ the restrictions imposed by our credit facility, and
/bullet/ our exposure to Year 2000 problems.

3
<PAGE>

If any of these risks or uncertainties materialize, or if any of our
underlying assumptions are incorrect, our actual results may differ
significantly from the results that we express in or imply by any of our
forward-looking statements. These and other risks are detailed in this
prospectus, the documents that we incorporated by reference into this
prospectus and in other documents that we file with the Securities and Exchange
Commission. We do not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.

4
<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. THIS
PROSPECTUS INCLUDES SPECIFIC INFORMATION REGARDING OUR BUSINESS AND DETAILED
FINANCIAL DATA. WE ENCOURAGE YOU TO READ THIS PROSPECTUS IN ITS ENTIRETY. WE
HAVE ADJUSTED ALL REFERENCES TO OUR COMMON STOCK IN THIS PROSPECTUS TO GIVE
EFFECT TO THE THREE-FOR-TWO STOCK SPLIT WHICH WE EFFECTED ON FEBRUARY 28, 1997
BY MEANS OF A STOCK DIVIDEND OF ONE SHARE OF COMMON STOCK FOR EVERY TWO SHARES
OF COMMON STOCK OUTSTANDING.

MASTEC, INC.

We design, build, install and maintain internal and external networks
supporting the Internet, Internet-related applications and other communications
and energy facilities for leading telecommunications, cable television, energy
and other Fortune 500 companies. We hold a market leading position as one of
the preeminent end-to-end telecommunications and energy infrastructure service
providers in North America by offering quality turnkey services to a diverse
group of customers. We provide comprehensive solutions that enable our
customers to connect with their customers.

Our North American revenue and operating income have grown significantly
in the past five years. Our revenue and operating income for the nine months
ended September 30, 1999, increased 49% and 115%, respectively, over the
comparable period of 1998. This 1999 growth was achieved primarily through
internal growth, which has been nearly 40% in 1999.

Currently, we operate from approximately 160 locations throughout North
America, which accounted for 94% of our revenue for the nine months ended
September 30, 1999. We also operate a joint venture in Brazil which accounted
for our remaining revenue in the period. We intend to continue to grow our
North American operations while achieving further operating efficiencies
through economies of scale.

We are organized into eight service lines centered around our customers,
which include:

/bullet/ incumbent local exchange carriers,

/bullet/ competitive local exchange carriers,

/bullet/ long distance carriers,

/bullet/ cable television operators,

/bullet/ wireless phone companies,

/bullet/ telecommunications equipment vendors,

/bullet/ co-location facilities providers,

/bullet/ public and private energy companies and

/bullet/ financial institutions and other Fortune 500 companies.

OUR INDUSTRY

Our industry is experiencing a number of trends that we believe will lead
to a significant increase in the demand for our services over the next several
years.

5
<PAGE>

/bullet/ INCREASED DEMAND FOR BANDWIDTH. Growth in telecommunications
voice, video and data traffic and in the transmission of high quality
information, entertainment and other content over the Internet has created
the need for greater bandwidth. This requires telecommunications providers
and cable television system operators to upgrade, expand and replace their
facilities and infrastructure.

/bullet/ INCREASED OUTSOURCING OF INFRASTRUCTURE NEEDS. Consolidation and
changes in the telecommunications and energy industries have created
integrated, geographically diverse companies which are increasingly
focusing on their core competencies and outsourcing their infrastructure
needs to compete in the changing marketplace.

/bullet/ INCREASED DEMAND FOR COMPREHENSIVE SOLUTIONS. We believe that in
seeking comprehensive end-to-end solutions to their infrastructure needs,
our customers desire service providers, such as MasTec, that can build out
large and complex networks quickly and with a high level of quality.

OUR COMPETITIVE STRENGTHS

We believe that our industry presents substantial growth opportunities for
companies, such as MasTec, with broad geographic coverage, comprehensive
technical expertise and reliable customer service. We have positioned ourselves
to take advantage of these opportunities by emphasizing the following
competitive strengths:

/bullet/ NATIONAL FOOTPRINT AND NAME RECOGNITION. We have significantly
broadened our geographic presence in recent years and believe we are
capable of servicing customers across the United States and Canada. We are
continuing to develop the brand name "MasTec" across all of our operating
units nationwide to further position ourselves as an integrated, national
company.

/bullet/ END-TO-END SOLUTIONS. We believe we are one of the few
infrastructure providers capable of providing all of the design, building,
installation and maintenance services necessary for a complete
telecommunications network starting from a transmission point, such as a
telephone company central office or cable television head-end, and running
through aerial, underground and buried cables or through wireless
transmission to the ultimate end users' voice and data ports, cable
outlets or cellular stations.

/bullet/ TECHNICAL EXPERTISE AND RELIABLE CUSTOMER SERVICE. We believe that
we have established a reputation for quality and reliability, technical
expertise and operating efficiency. We believe that our reputation among
our customers should give us an advantage in securing larger, more complex
infrastructure projects, a greater volume of business from our existing
customers and in securing new customers.

/bullet/ DIVERSE AND LONG-STANDING CUSTOMER BASE. We have a diverse
customer base that allows us to capitalize on the wide range of
technological advances and other market developments that drive capital
spending by our customers. We have continually provided services to our
top ten customers for an average of over 15 years. We believe that our
diverse and long-standing customer base makes us less susceptible to
downturns in any particular geographic region or industry sector.

/bullet/ EXPERIENCED MANAGEMENT. We have a strong management team to
continue executing our growth strategy. Our management team has the
operational, business development and financial knowledge and experience
to anticipate trends in our industry and to consistently meet and exceed
our clients' expectations for comprehensive and reliable solutions.

6
<PAGE>

OUR GROWTH STRATEGY

We intend to build upon our competitive strengths to capitalize on trends
in our industry and capture an increasing share of the higher-end portion of
our market by:

/bullet/ EXPANDING OUR EXISTING CUSTOMER RELATIONSHIPS AND PURSUING NEW
CUSTOMERS. We actively market our services to our existing and potential
customers and focus on increasing the range of services we provide. We
also team with engineering firms, equipment suppliers and other vendors to
provide turnkey services to our customers.

/bullet/ CONTINUING OUR SUCCESSFUL INTEGRATION TO ACHIEVE FURTHER OPERATING
EFFICIENCIES. We intend to continue to improve the profitability of our
operating units by providing strategic guidance and administrative support
and improved purchasing power, lower insurance costs and greater access to
capital.

/bullet/ PURSUING SELECTED ACQUISITIONS. Through selected acquisitions, we
intend to continue to add customers, enhance capabilities and expand our
geographic coverage.

We are incorporated under the laws of the State of Florida. Our principal
executive offices are located at 3155 N.W. 77th Avenue, Miami, Florida 33122.
Our telephone number is (305) 599-1800.

7
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common stock offered ...................................... 2,500,000 shares
Common stock offered in
United States offering ................................... 2,000,000 shares
International offering ................................... 500,000 shares
Common stock to be outstanding after the offering ......... 30,666,434 shares
Over-allotment option ..................................... 375,000 shares(1)
Use of proceeds ........................................... Net proceeds from this offering will be
about $77.6 million, based on an
assumed offering price of $32.75 per
share. We intend to use the net proceeds
to repay outstanding indebtedness under
our revolving credit facility, subject to
reborrowings, for general corporate
purposes, including acquisitions, working
capital needs and capital expenditures.
New York Stock Exchange symbol ............................ MTZ
</TABLE>

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(1) The selling shareholder has granted the underwriters the right to purchase
these shares solely to cover over-allotments. We will not receive any of
the proceeds from the sale of shares by the selling shareholder.

8
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA

Set forth below is a summary of our consolidated financial data for the
periods and as of the dates indicated. For informational purposes, the
following summary consolidated financial data includes, where necessary, the
results of our Spanish operations, 87% of which we sold effective December 31,
1998. You should read the following information in conjunction with our
consolidated financial statements and their notes as well as "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------- -------------------------
1996(1) 1997(2) 1998(1) 1998(1) 1999
------------- ------------- ------------- ----------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
North American revenue ................. $ 284,645 $ 377,046 $ 669,628 $474,379 $ 704,585
Brazilian revenue ...................... -- 74,900 141,954 95,019 41,991
Spanish revenue ........................ 188,155 207,493 237,340 151,409 --
--------- --------- ---------- -------- ---------
Total revenue ......................... 472,800 659,439 1,048,922 720,807 746,576
Costs of revenue ........................ 352,329 496,230 803,112 557,707 568,126
Depreciation and amortization ........... 12,000 23,465 43,313 30,994 40,551
Compensation charge(3) .................. -- -- 33,765 -- --
General and administrative expenses ..... 58,529 82,261 140,472 99,406 64,493
--------- --------- ---------- -------- ---------
Operating income:
North American operating income ........ 30,209 36,033 13,093 33,324 71,523
Brazilian operating income ............. -- 9,629 15,301 5,534 1,883
Spanish operating income ............... 19,733 11,821 (134) (6,158) --
Total operating income ................ 49,942 57,483 28,260 32,700 73,406
--------- --------- ---------- -------- ---------
Net income (loss) ....................... $ 30,065 $ 34,664 $ (13,915) $ 10,706 $ 33,675
========= ========= ========== ======== =========
Weighted average common shares
outstanding(4) ......................... 24,703 26,460 27,489 27,640 27,693
Basic earnings (loss) per share ......... $ 1.22 $ 1.31 $ (0.51) $ 0.39 $ 1.22
Weighted average common shares
outstanding(4) ......................... 25,128 27,019 27,489 28,010 28,214
Diluted earnings (loss) per share ....... $ 1.20 $ 1.28 $ (0.51) $ 0.38 $ 1.19
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

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<PAGE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
-----------------------------
ACTUAL AS ADJUSTED(5)
----------- ---------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA
Working capital(6) .................. $170,816 $170,816
Total current assets ................ 411,159 411,159
Property and equipment, net ......... 153,586 153,586
Total assets ........................ 741,539 741,539
Total debt .......................... 303,160 225,597
Total shareholders' equity .......... 239,662 317,225
</TABLE>

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(1) Includes the results of operations of our Spanish subsidiary from May 1,
1996, which we sold effective December 31, 1998. For 1998, includes
severance charges related to Spanish operations of $13.4 million, of which
$1.9 million is reflected in costs of revenue and $11.5 million in general
and administrative expenses and a loss of $9.2 million related to the sale
of our Spanish subsidiary.

(2) Our Brazilian operations began on August 1, 1997. Information for the year
ended December 31, 1997 includes the results of our Brazilian operations
from August 1, 1997.
(3) Reflects a non-recurring compensation charge for payments to certain
operational executives and managers.
(4) Amounts have been adjusted to reflect the three-for-two stock split
effected on February 28, 1997.

(5) As adjusted to give effect to our sale of 2,500,000 shares of common stock
in the offering and the application of the net proceeds.

(6) Working capital excludes $72.2 million of assets held for sale.

10
<PAGE>

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, WHICH ARE NOT LISTED IN
ORDER OF PRIORITY, BEFORE MAKING AN INVESTMENT DECISION. THE RISKS DESCRIBED
BELOW ARE NOT THE ONLY ONES THAT WE FACE. OUR BUSINESS, OPERATING RESULTS OR
FINANCIAL CONDITION COULD BE MATERIALLY AND ADVERSELY AFFECTED BY THESE AND
OTHER RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF
THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. YOU SHOULD ALSO
REFER TO THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS.

RISKS RELATING TO OUR INDUSTRY AND THE INDUSTRIES WE SERVE

THE INDUSTRIES WE SERVE ARE SUBJECT TO RAPID TECHNOLOGICAL AND REGULATORY
CHANGE

We derive and anticipate that we will continue to derive a substantial
portion of our revenue from customers in the telecommunications industry. The
telecommunications industry is subject to rapid changes in technology and
governmental regulation. Changes in technology may reduce the demand for the
services we provide. New or developing technologies could displace the wireline
systems used for the transmission of voice, video and data, and improvements in
existing technology may allow telecommunications providers to significantly
improve their networks without physically upgrading them. Additionally, the
telecommunications industry has been characterized by a high level of
consolidation that may result in the loss of one or more customers. The energy
industry is also entering into a phase of deregulation and consolidation
similar to the telecommunications industry, which could lead to the same
uncertainties as in the telecommunications industry.

THE VOLUME OF WORK WE RECEIVE FROM OUR CUSTOMERS IS DEPENDENT ON THEIR
FINANCIAL RESOURCES AND ABILITY TO OBTAIN CAPITAL

The volume of work awarded under contracts with certain of our
telecommunications and energy customers is subject to periodic appropriations
or rate increase approvals during each contract's term. If a customer of ours
fails to receive sufficient appropriations or rate increase approvals, that
customer could reduce the volume of work that it awards to us or delay its
payments to us. These outcomes could affect us negatively.

In addition, a number of other factors, including financing conditions for
the industry, could adversely affect our customers and their ability or
willingness to fund capital expenditures in the future. These factors could
also have a material adverse effect on our results of operations.

WE FACE NUMEROUS COMPETITORS, AND POTENTIAL COMPETITORS FACE FEW BARRIERS TO
ENTRY

The industries in which we operate are highly competitive and we compete
with other companies in most of the markets in which we operate. We may also
face competition from existing or prospective customers who employ in-house
personnel to perform some of the same types of services as we provide. There
are relatively few significant barriers to entry into the markets in which we
operate, and as a result, any organization that has adequate financial
resources and access to technical expertise may become one of our competitors.

MANY OF OUR CONTRACTS MAY BE CANCELED ON SHORT NOTICE, AND WE MAY BE
UNSUCCESSFUL IN REPLACING OUR CONTRACTS AS THEY ARE COMPLETED OR EXPIRE

Many of our customers may cancel our long-term contracts with them on
short notice, typically 90 to 180 days, even if we are not in default under the
contract. Therefore, these contracts do not give us the assurances that
long-term contracts typically provide. Many of our contracts, including our
master contracts, are opened to public bid at the expiration of their terms and
price is often an important factor in the award of such agreements. We cannot
assure you that we will be the successful bidder on our

11
<PAGE>

existing contracts that come up for bid. We also provide a significant portion
of our services on a non-recurring, project by project basis. We could
experience a material adverse effect on our results of operations and financial
condition if:

/bullet/ our customers cancel a significant number of contracts,

/bullet/ we fail to win a significant number of our existing contracts
upon re-bid or

/bullet/ we complete the required work under a significant number of our
non-recurring projects and cannot replace them with similar projects.

OUR EXTERNAL NETWORK SERVICES BUSINESS IS SEASONAL, EXPOSING US TO VARIABLE
QUARTERLY RESULTS

The budgetary years of many of our external network services customers end
in December. As a result of the end of their budgetary years, our
telecommunications customers, and particularly our incumbent local exchange
customers, typically reduce their expenditures and work order requests towards
the end of the year. The onset of winter also affects our ability to render
external network services in certain regions of the United States. As a result,
we experience reduced revenue in the first and fourth quarters of each year
relative to other quarters.

WE EXPERIENCE VARIATIONS IN REVENUE AND NET INCOME AS WE COMMENCE OR COMPLETE
WORK

Our contracts typically require significant start-up costs in one
quarterly period, but we typically do not realize the benefit of the
contractual revenue until subsequent periods. The completion of major contracts
may affect our quarterly results for similar reasons. In addition, the amount
and type of work that we perform at any given time and the general mix of
customers for which we perform work can vary significantly from quarter to
quarter, affecting our quarterly results.

OUR MASTER SERVICES CONTRACTS SUBJECT US TO UNCERTAIN REVENUE GROWTH

We currently derive a significant portion of our revenue from our master
services contracts. Under our master services contracts, we may be one of
several companies that perform services for the customer, and our customers
have no obligations under our master services contracts to undertake any
infrastructure projects or other work with us. A significant decline in the
work our customers assign us under our master services contracts could
materially and adversely affect our results of operations.

RISKS RELATING TO OUR COMPANY AND OUR BUSINESS

WE MAY BE UNABLE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES

Our business is labor intensive, and many of our operations experience a
high rate of employee turnover. The low unemployment rate in the United States
has made it more difficult for us to find qualified personnel at low cost in
some areas where we operate. As we offer new services and pursue new customer
markets we will also need to increase our executive and support personnel. We
cannot assure you that we will be able to continue to hire and retain a
sufficient skilled labor force necessary to operate efficiently and to support
our growth strategy or that our labor expenses will not increase as a result of
a shortage in the supply of skilled personnel. Labor shortages or increased
labor costs could have a material adverse effect on our ability to implement
our growth strategy and our operations.

THE DEPARTURE OF OUR KEY PERSONNEL COULD DISRUPT OUR BUSINESS

Our business is managed by a small number of key executive and operational
officers, including Jorge Mas, our Chairman, Joel-Tomas Citron, our Vice
Chairman, Chief Executive Officer and President, and our six service line
presidents. The loss of the services of these executives and managers could
materially and adversely affect our business by disrupting our business plan
and growth strategy.

12
<PAGE>

IF WE ARE UNABLE TO EXPAND OUR INFRASTRUCTURE, WE WILL NOT BE SUCCESSFUL IN
MANAGING OUR RAPID GROWTH

Our anticipated growth could significantly strain our operational
infrastructure and financial resources. To manage our growth effectively, we
will need to continuously enhance our information systems and our operational
and financial systems and controls. Our business and results of operations may
be adversely affected if we are unable to expand and continuously improve our
operational infrastructure.

WE MAY HAVE DIFFICULTY IDENTIFYING AND FINANCING ACQUISITIONS

We have grown rapidly both through internal growth and by acquiring other
companies, and our growth strategy is dependent in part on additional
acquisitions. Increased competition for acquisition candidates has raised
prices for these targets and lengthened the time period required to recoup our
investment. Our acquisition strategy presents the risks inherent in:

/bullet/ assessing the value, strengths and weaknesses of growth
opportunities and

/bullet/ evaluating the costs and uncertain returns of expanding our
operations.

We cannot assure you that:

/bullet/ we will be able to continue to identify and acquire appropriate
businesses on favorable terms or at all,

/bullet/ we will be able to obtain financing for acquisitions on favorable
terms if at all or

/bullet/ the companies that we acquire will perform as we expect.

Our future acquisitions could also result in:

/bullet/ issuing additional shares of our capital stock, which could
dilute our existing shareholders,

/bullet/ incurring additional debt to finance the acquisitions, which could
require us to agree to restrictive covenants and which might limit our
operational and financial flexibility or

/bullet/ using our cash, which would reduce the funds we have available
for other corporate purposes.

WE MAY HAVE DIFFICULTY INTEGRATING THE BUSINESSES THAT WE ACQUIRE

Once we have acquired a business, the integration process may require us
to change its operating methods and strategies. The integration of an acquired
business may divert the attention of its management of the acquired business
from its day-to-day responsibilities. We may also become responsible for
liabilities of an acquired business that we may not have discovered prior to an
acquisition. Any difficulties we encounter in the integration process could
reduce the earnings we generate from an acquired business, which may have a
material adverse effect on the results of our operations.

13
<PAGE>

WE MAY NOT RECOVER THE VALUE OF OUR FOREIGN INVESTMENTS

We currently have unconsolidated equity investments accounted for at cost,
aggregating approximately $66.6 million, in a number of non-core assets that
are held for sale, including:

/bullet/ a minority interest in an Argentine cable television operator,

/bullet/ a minority interest in an Ecuadorian cellular telephone company,

/bullet/ a minority interest in a Spanish telecommunications services
provider and

/bullet/ a development stage personal communications system in Paraguay.

The companies in Argentina and Ecuador in which we have invested
approximately $34.0 million have defaulted on their third-party debt
obligations. We do not guarantee any of that defaulted indebtedness, and we are
monitoring those investments to determine their impact, if any, on our results
of operations, financial position and cash flows.

We sold 87% of our Spanish operations effective December 31, 1998 for
$27.2 million in cash payable in four installments and $25.0 million of assumed
debt. Currently, $10.7 million of the cash purchase price remains unpaid ($1.8
million of which is in escrow). We have posted a $3.0 million letter of credit
for the benefit of our former Spanish operations to be used for working capital.
We expect to receive payment of the remaining amounts owed to us, but cannot
assure you when that balance will be paid, if at all.

We have invested approximately $28.4 million in our Paraguayan subsidiary
to develop a personal communications system in Paraguay, and we are obligated
to spend an additional $5.0 million to complete the system. In September 1999,
the Paraguayan telecommunications regulatory agency rescinded its previous
revocation of our license to develop the system, reaffirmed the grant of the
license to us and extended the deadline for us to complete the system. The
terms of our license now require us to complete the system by January 31, 2000.
We cannot assure you that we will be able to complete the system on time.

We are exploring methods to maximize the value of these assets. We cannot
assure you that we will be successful in achieving any proposed methods, and
even if we do achieve one or more proposed methods, it may result in a charge,
loss or tax liability to us.

OUR FOREIGN OPERATIONS ARE SUBJECT TO POLITICAL AND ECONOMIC INSTABILITY AND
FOREIGN CURRENCY FLUCTUATIONS

We derived approximately 6% of our revenue during the nine months ended
September 30, 1999 from operations in foreign countries that are subject to the
risks of political, economic or social instability, including:

/bullet/ the possibility of expropriation,

/bullet/ confiscatory taxation,

/bullet/ recessions,

/bullet/ hyper-inflation,

/bullet/ other adverse governmental or regulatory developments or

/bullet/ limitations on the repatriation of investment income, capital
stock and other assets.

14
<PAGE>

We also conduct business in foreign currencies that are subject to
fluctuations in their exchange rates relative to the U.S. dollar. We monitor
our currency exchange risk but we do not currently hedge against that risk. We
cannot assure you that currency exchange fluctuations or other political,
economic or social factors will not adversely affect our financial condition or
results of operations.

WE ARE EFFECTIVELY SELF-INSURED AGAINST MANY POTENTIAL LIABILITIES

Although we maintain insurance policies with respect to automobile,
general liability, workers' compensation and employee group health claims,
those policies are generally subject to high deductibles, and we are
effectively self-insured for all claims which do not exceed the amount of the
applicable deductible. We actuarially determine any liabilities for unpaid
claims and associated expenses, including incurred but not reported losses, and
reflect those liabilities in our balance sheet as an accrued liability. We
continually review the determination of such claims and expenses and the extent
of the accrued liability. If we were to experience insurance claims or costs
above our estimates and were unable to offset such increases with earnings, our
business could be materially and adversely affected.

OUR CREDIT FACILITY AND SENIOR NOTES IMPOSE RESTRICTIONS ON US

We have a credit facility with a group of financial institutions and have
outstanding our 7 3/4% Senior Subordinated Notes due 2008. The terms of our
indebtedness contain customary events of default and covenants which prohibit
us from taking certain actions without satisfying certain financial tests or
obtaining the consent of the lenders. The prohibited actions include, among
other things:

/bullet/ making investments in excess of specified amounts,

/bullet/ incurring additional indebtedness in excess of a specified
amount,

/bullet/ paying dividends in excess of a specified amount,

/bullet/ making capital expenditures in excess of a specified amount,

/bullet/ creating certain liens,

/bullet/ prepaying our other indebtedness, including the senior notes,

/bullet/ engaging in mergers or combinations and

/bullet/ engaging in transactions which would result in a "change of
control."

Our credit facility also requires us to maintain certain financial ratio
coverages at the end of each fiscal quarter of debt to earnings and of earnings
to interest expense.

Events which are beyond our control may affect our ability to comply with
these provisions. If we breach any of these covenants, we could be in default
under the credit facility or under the indenture relating to the senior notes.
A default could accelerate the indebtedness. In addition, these covenants may
significantly restrict our ability to respond to changing business and economic
conditions or to secure additional financing, if needed, and may prevent us
from engaging in transactions that might otherwise be considered beneficial to
us.

15
<PAGE>

WE ARE CONTROLLED BY A SMALL NUMBER OF OUR EXISTING SHAREHOLDERS

Jorge Mas, our Chairman, and other members of his family beneficially own
more than 49% of the outstanding shares of our common stock. Upon the
completion of this offering, and assuming the underwriters do not exercise
their over-allotment option, Mr. Mas and his family members will still own more
than 45% of the outstanding shares of our common stock. Accordingly, they will
remain in a position to effectively:

/bullet/ control the vote of most matters submitted to our shareholders,
including any merger, consolidation or sale of all or substantially all of
our assets,

/bullet/ elect all of the members of our Board of Directors,

/bullet/ prevent or cause a change in our control and

/bullet/ decide whether we will issue additional common stock or other
securities or declare dividends.

The Mas family's ability to exercise significant control over us may
discourage, delay or prevent a takeover attempt that you might consider in your
best interest and that might result in you receiving a premium for your common
stock.

OUR CHARTER DOCUMENTS AND FLORIDA LAW CONTAIN ANTI-TAKEOVER PROVISIONS THAT MAY
MAKE IT MORE DIFFICULT TO EFFECT A CHANGE IN OUR CONTROL

Our articles of incorporation and bylaws and certain provisions of the
Florida Business Corporation Act may make it more difficult in some respects to
effect a change in our control and replace our incumbent management. These
provisions may:

/bullet/ have a negative impact on the price of our common stock,

/bullet/ discourage third party bidders from making a bid for us or

/bullet/ reduce any premiums paid to you for your common stock.

In addition, our Board of Directors has the authority to fix the rights and
preferences of, and to issue our preferred stock, and to take other actions
that may have the effect of delaying or preventing a change of our control
without the action of our shareholders.

THE YEAR 2000 ISSUE COULD MATERIALLY AND ADVERSELY AFFECT US

Year 2000 problems might require us to incur unanticipated expenses or
experience interruptions of operations that could have an adverse effect on our
future revenues and profitability. We have upgraded our information and
operating systems to be Year 2000 compliant, but additional upgrades,
replacements or provisions may be necessary. Our vendors, suppliers and
customers might also experience Year 2000 problems which could impact our
operations. You should read "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000."

16
<PAGE>

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the 2,500,000 shares of
common stock we are offering will be approximately $77.6 million after
deducting estimated offering expenses, underwriting discounts and commissions.
For purposes of this calculation we have assumed a public offering price of
$32.75 per share. We intend to use the net proceeds of the offering to repay
outstanding indebtedness under our credit facility, subject to reborrowings for
general corporate purposes, including acquisitions, working capital needs and
capital expenditures.

As of September 30, 1999, the indebtedness that we intend to repay out of
the net proceeds bore interest at LIBOR (London Interbank Offered Rate) plus
1.50% (6.96% at September 30, 1999). We incurred this indebtedness under our
revolving credit facility for working capital purposes, for capital
expenditures and to fund acquisitions and investments.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is listed on the New York Stock Exchange under the symbol
"MTZ." The following table sets forth, for the quarters indicated, the high and
low sale prices of our common stock, as reported by the New York Stock
Exchange. The table has been adjusted to reflect the three-for-two stock split
that we effected in the form of a stock dividend and paid in February 1997.

<TABLE>
<CAPTION>
HIGH LOW
----------- -----------
<S> <C> <C>
FISCAL YEAR ENDED DECEMBER 31, 1997
First Quarter ............................... $4611/32 $ 23
Second Quarter .............................. 485/8 251/8
Third Quarter ............................... 551/4 381/4
Fourth Quarter .............................. 451/2 203/8
FISCAL YEAR ENDED DECEMBER 31, 1998
First Quarter ............................... $ 343/16 $223/8
Second Quarter .............................. 34 1913/16
Third Quarter ............................... 263/8 141/2
Fourth Quarter .............................. 283/4 123/8
FISCAL YEAR ENDING DECEMBER 31, 1999
First Quarter ............................... $ 303/8 $195/8
Second Quarter .............................. 30 21
Third Quarter ............................... 371/4 2611/16
Fourth Quarter (through October 29) ......... 341/2 29
</TABLE>

On October 29, 1999 the closing sale price of our common stock as reported
on the New York Stock Exchange was $32 3/4 per share. The number of
shareholders of record on October 20, 1999 was approximately 4,606.

We have not paid any cash dividends and do not anticipate paying any cash
dividends in the foreseeable future. Instead, we intend to retain any future
earnings for reinvestment.

Our Board of Directors will make any future determination as to the
payment of dividends at their discretion, and their determination will depend
upon our operating results, financial condition and capital requirements,
general business conditions and any other factors that the Board of Directors
deems relevant. In addition, some of our credit agreements prohibit us from
paying dividends or making other distributions on our common stock without the
prior written consent of the lenders. You should read "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."

17
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization on an actual basis as of
September 30, 1999 and on an as adjusted basis to reflect the sale of the
2,500,000 shares of common stock that we are offering, at an assumed public
offering price of $32.75 per share, and the application of the estimated net
proceeds therefrom as described in "Use of Proceeds." You should read the
information in the following table in conjunction with our consolidated
financial statements and their notes.

<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
--------------------------
ACTUAL AS ADJUSTED
----------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long term debt, including current portion ............................... $ 303,160 $ 225,597
--------- ---------
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; 28,166,434 shares issued and outstanding;
30,666,434 shares issued and outstanding as adjusted ................. 2,817 3,067
Capital surplus ......................................................... 164,054 241,367
Retained earnings ....................................................... 90,152 90,152
Foreign currency transaction adjustments ................................ (17,361) (17,361)
--------- ---------
Total shareholders' equity .............................................. 239,662 317,225
--------- ---------
Total capitalization .................................................... $ 542,822 $ 542,822
========= =========
</TABLE>

18
<PAGE>

SELECTED FINANCIAL DATA

The following table sets forth our selected financial data. The summary
consolidated data as of December 31, 1994, 1995, 1996, 1997 and 1998 and for
each of the years in the five-year period ended December 31, 1998 are derived
from our audited consolidated financial statements. The selected consolidated
financial data as of September 30, 1998 and 1999 and for the nine months ended
September 30, 1998 and 1999 are derived from our unaudited financial statements
included elsewhere in this prospectus and include all adjustments, consisting
only of normal recurring adjustments, which are necessary to present fairly our
results of operations and financial position for those periods. The results for
the nine months ended September 30, 1999 are not necessarily indicative of the
results to be expected for the full year.

For informational purposes, the following summary consolidated financial
data includes, where necessary, the results of our Spanish operations, 87% of
which we sold effective December 31, 1998. You should read the following
selected financial data in conjunction with our consolidated financial
statements and their notes as well as "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

19
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
1994(1) 1995 1996(2) 1997(3) 1998(2)
------------- ----------- ------------- ----------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
North American revenue ..................... $111,294 $174,583 $284,645 $377,046 $669,628
Brazilian revenue .......................... -- -- -- 74,900 141,954
Spanish revenue ............................ -- -- 188,155 207,493 237,340
-------- -------- -------- -------- ---------
Total revenue ............................. 111,294 174,583 472,800 659,439 1,048,922
Costs of revenue ............................ 83,952 130,762 352,329 496,230 803,112
Depreciation and amortization ............... 4,439 6,913 12,000 23,465 43,313
Compensation charge(4) ...................... -- -- -- -- 33,765
General and administrative expenses ......... 13,022 19,081 58,529 82,261 140,472
-------- -------- -------- -------- ---------
Operating income:
North American operating income ............ 9,881 17,827 30,209 36,033 13,093
Brazilian operating income ................. -- -- -- 9,629 15,301
Spanish operating income ................... -- -- 19,733 11,821 (134)
-------- -------- -------- -------- ---------
Total operating income .................... 9,881 17,827 49,942 57,483 28,260
Interest expense ............................ 3,587 4,954 11,434 11,541 29,580
Interest income ............................. 1,469 3,349 3,246 1,783 9,093
Real estate and investment
write-downs(5) ............................. -- 23,086 -- -- --
Other income (expense), net(2)(6) ........... 2,386 4,424 769 8,332 (5,155)
-------- -------- -------- -------- ---------
Income (loss) before provision (benefit)
for income taxes, equity in earnings
(losses) of unconsolidated companies
and minority interest ...................... 10,149 (2,440) 42,523 56,057 2,618
Provision (benefit) for
income taxes(2) ............................ 2,877 (1,970) 15,591 20,944 12,550
Equity in earnings (losses) of
unconsolidated companies and
minority interest(3) ....................... 247 (139) 3,133 (449) (3,983)
-------- -------- -------- -------- ---------
Net income (loss) ........................... $ 7,519 $ (609) $30,065 $34,664 $(13,915)
======== ======== ======== ======== =========
Weighted average common shares
outstanding(7) ............................. 24,116 23,892 24,703 26,460 27,489
Basic earnings (loss) per share ............. $ 0.31 $ (0.03) $ 1.22 $ 1.31 $ (0.51)
Weighted average common shares
outstanding(7) ............................. 24,116 23,892 25,128 27,019 27,489
Diluted earnings (loss) per share ........... $ 0.31 $ (0.03) $ 1.20 $ 1.28 $ (0.51)

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1998(2) 1999
----------- -----------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
North American revenue ..................... $474,379 $704,585
Brazilian revenue .......................... 95,019 41,991
Spanish revenue ............................ 151,409 --
-------- --------
Total revenue ............................. 720,807 746,576
Costs of revenue ............................ 557,707 568,126
Depreciation and amortization ............... 30,994 40,551
Compensation charge(4) ...................... -- --
General and administrative expenses ......... 99,406 64,493
-------- --------
Operating income:
North American operating income ............ 33,324 71,523
Brazilian operating income ................. 5,534 1,883
Spanish operating income ................... (6,158) --
-------- --------
Total operating income .................... 32,700 73,406
Interest expense ............................ 19,916 20,815
Interest income ............................. 6,010 8,495
Real estate and investment
write-downs(5) ............................. -- --
Other income (expense), net(2)(6) ........... 2,467 (57)
-------- --------
Income (loss) before provision (benefit)
for income taxes, equity in earnings
(losses) of unconsolidated companies
and minority interest ...................... 21,261 61,029
Provision (benefit) for
income taxes(2) ............................ 9,769 25,354
Equity in earnings (losses) of
unconsolidated companies and
minority interest(3) ....................... (786) (2,000)
-------- --------
Net income (loss) ........................... $10,706 $33,675
======== ========
Weighted average common shares
outstanding(7) ............................. 27,640 27,693
Basic earnings (loss) per share ............. $ 0.39 $ 1.22
Weighted average common shares
outstanding(7) ............................. 28,010 28,214
Diluted earnings (loss) per share ........... $ 0.38 $ 1.19
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------------- -----------------------
1994 1995 1996 1997 1998(2) 1998 1999(8)
---------- ---------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital ..................... $22,284 $44,567 $151,780 $124,088 $244,504 $148,725 $170,816
Property and equipment, net ......... 40,102 44,571 59,602 86,109 142,897 145,632 153,586
Total assets ........................ 142,452 170,163 483,018 630,224 735,486 894,364 741,539
Total debt .......................... 44,185 72,089 155,192 149,057 321,832 358,796 303,160
Total shareholders' equity .......... 50,874 50,504 103,504 223,697 204,273 226,149 239,662
</TABLE>

- ---------------
(1) Includes the results of operations of Burnup & Sims Inc., a predecessor
company, from March 11, 1994.
(2) Includes the results of operations of our Spanish subsidiary from May 1,
1996, 87% of which we sold effective December 31, 1998. Included in 1998
are severance charges relating to our Spanish operations of $13.4 million,
of which $1.9 million is reflected in costs of revenue and $11.5 million
in general and administrative expenses, and a loss of $9.2 million related
to the sale of our Spanish subsidiary. Our effective tax rate for the year
ended December 31, 1998 was mainly affected by a tax liability of
approximately $7.8 million resulting from the sale of 87% of our Spanish
subsidiary, the non-deductibility of the amortization of certain
intangibles and the non-deductibility of other expenses. Because of the
sale, the balance sheet data as of December 31, 1998 does not include the
financial condition of our Spanish operations.

(3) Our Brazilian operations began August 1, 1997. Information for the year
ended December 31, 1997 includes the results of operations of our
Brazilian operations from August 1, 1997.
(4) Reflects a non-recurring compensation charge for payments to certain
operational executives and managers.

(5) As a result of the disposal of non-core real estate assets and other
investments, we recorded $23.1 million in charges in the year ended
December 31, 1995.
(6) Included in 1997 results of operations is a gain of $7.1 million from the
partial sale of our interest in an Ecuadorian cellular company.
(7) Amounts have been adjusted to reflect the three-for-two stock split
effected on February 28, 1997.

(8) Working capital excludes $72.2 million of assets held for sale.

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Our North American revenue and operating income have grown significantly
in the past five years. Our revenue and operating income for the nine months
ended September 30, 1999 increased 49% and 115%, respectively, over the
comparable period of 1998. This 1999 growth was achieved primarily through
internal growth, which has been nearly 40% in 1999. We intend to continue to
emphasize internal growth, although we also intend to grow through selected
acquisitions following a disciplined model to take advantage of consolidation
opportunities in the fragmented infrastructure services industry in the United
States.

We are organized into eight service lines centered around our customers,
which include:

/bullet/ incumbent local exchange carriers,

/bullet/ competitive local exchange carriers,

/bullet/ cable television operators,

/bullet/ long distance carriers,

/bullet/ wireless phone companies,

/bullet/ telecommunications equipment vendors,

/bullet/ co-location facilities providers,

/bullet/ public and private energy companies and

/bullet/ financial institutions and other Fortune 500 companies.

For the nine months ended September 30, 1999, approximately 11% of our
domestic revenue was derived from services performed for BellSouth. Our top 10
customers combined account for less than 40% of our domestic revenue.

We report our operations in four segments: External Telecommunications
Networks, External Energy Networks, Internal Networks and International.
External Telecommunication Networks represents our core business and is divided
into five service lines: long haul services, local loops, broadband, wireless
and intelligent transportation systems. External Energy Networks includes
installation and maintenance services for energy companies. Internal Networks
includes central

22
<PAGE>

switching and transmission services, premise wiring services and structural
cabling services. International operations are currently confined to Brazil
where we operate a 51% joint venture which we consolidate net of a 49% minority
interest after tax.

Our primary types of contracts with our customers include:

/bullet/ design and installation contracts for specific projects,

/bullet/ master service agreements for all specified design, installation
and maintenance services within a defined geographic territory and

/bullet/ turnkey agreements for comprehensive design, engineering,
installation, procurement and maintenance services.

The majority of our contracts, whether master service agreements or
contracts for specific projects, provide that we will furnish a specified unit
of service for a specified unit of price. For example, we contract to install
cable for a specified rate per foot. We recognize revenue as the related work
is performed. Turnkey agreements are invoiced on a unit basis. A portion of our
work is performed under percentage-of-completion contracts. Under this method,
revenue is recognized on a cost-to-cost method based on the percentage of total
cost incurred to date in proportion to total estimated cost to complete the
contract. Customers are billed with varying frequency--weekly, monthly or upon
milestones.

We perform the majority of our services under master services agreements,
which typically are exclusive service agreements to provide all of the
customer's network requirements up to a specified dollar amount per job within
certain geographic areas. These contracts are generally for two to three years
but are typically subject to termination at any time upon 90 to 180 days prior
notice to us. Each master services agreement contemplates hundreds of
individual projects generally valued at less than $100,000 each. These master
services agreement are typically awarded on a competitive bid basis, although
customers are sometimes willing to negotiate contract extensions beyond their
original terms without opening them up to bid. Master service agreements are
invoiced on a unit basis where invoices are submitted as work is completed. We
currently have 87 master service agreements across all segments.

Direct costs include operations payroll and benefits, subcontractor costs,
materials not provided by our customers, fuel, equipment rental and insurance.
Our customers generally supply materials such as cable, conduit and telephone
equipment, although on certain turnkey projects, we supply these materials.
General and administrative costs include all costs of our management personnel,
rent, utilities, travel and business development efforts and back office
administration such as financial services, insurance administration,
professional costs and clerical and administrative overhead.

Many of our contracts require performance and payment bonds. Contracts
generally include payment provisions under which 5% to 10% is withheld from
payment until the contract work has been completed. We typically agree to
indemnify our customers against certain claims and warrant the quality of our
services for specified time periods, usually one year.

23
<PAGE>

RESULTS OF OPERATIONS

NORTH AMERICA

The following tables set forth for the periods indicated our North
American operations in dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------- --------------------------
1996 1997 1998(1) 1998 1999
----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenue ..................................... $284,645 $377,046 $ 669,628 $474,379 $ 704,585
Costs of revenue ............................ 216,940 279,394 506,721 359,885 535,528
Depreciation and amortization ............... 9,942 20,452 37,284 26,494 38,170
General and administrative expenses ......... 27,554 41,167 112,530 54,676 59,364
-------- -------- --------- -------- ---------
Operating income .......................... $ 30,209 $ 36,033 $ 13,093 $ 33,324 $ 71,523
======== ======== ========= ======== =========
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1996 1997 1998(1) 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue ..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Costs of revenue ............................ 76.2 74.1 75.7 75.9 76.0
Depreciation and amortization ............... 3.5 5.4 5.6 5.6 5.4
General and administrative expenses ......... 9.7 10.9 16.8 11.5 8.4
----- ----- ----- ----- -----
Operating income .......................... 10.6% 9.6% 1.9% 7.0% 10.2%
===== ===== ===== ===== =====
</TABLE>

- ----------------
(1) General and administrative expenses include a non-recurring $33.8 million
compensation charge for payments to certain operational executives and
managers.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1998

The following table sets forth revenue and change in revenue by North
American operating segments, in dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, CHANGE
------------------------- -------------------------
1998 1999 $ %
----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $318,939 $517,121 $ 198,182 62.1%
External Energy Networks ..................... 82,715 113,762 31,047 37.5
Internal Network Services .................... 65,205 72,280 7,075 10.9
Other ........................................ 7,520 1,422 (6,098) (81.1)
-------- -------- --------- -----
$474,379 $704,585 $ 230,206 48.5%
======== ======== =========
</TABLE>

Our North American revenue was $704.6 million for the nine months ended
September 30, 1999, compared to $474.4 million for the same period in 1998,
representing an increase of $230.2 million or 48.5%. The fastest growing
operating segment is our external telecommunications networks segment primarily
due to the increased demand for bandwidth by end-users which has spurred
increased network construction and upgrades by our customers. The growth we are
experiencing in our internal networks services is primarily due to growth in
services provided at central office facilities resulting from regulatory
co-location requirements to open central office facilities to new competitors.
During the nine month period ended September 30, 1999, we completed a total of
three acquisitions, all in our external telecommunication networks segment.
This compares to a total of ten acquisitions for the nine months ended
September 30, 1998, of which six were in the external telecommunications
networks segment, two in our external energy networks segment and two in our
internal network services

24
<PAGE>

segment during the nine months ended September 30, 1998. Internal growth for
North America, as adjusted for acquisitions, approximated 40.1% for the nine
months ended September 30, 1999, and was primarily driven by growth in external
telecommunications networks.

Our North American costs of revenue were $535.5 million or 76.0% of
revenue for the nine months ended September 30, 1999, compared to $359.9
million or 75.9% of revenue for the same period in 1998. In 1999, margins were
slightly lower due to increased revenue derived from the sale of materials on
turnkey projects, which carry a lower mark-up. Additionally, our external
energy networks experienced reduced productivity due to unusually poor weather
conditions in the mid-Atlantic states during the third quarter. Adverse weather
conditions impacted productivity during the first quarter of 1998.

Depreciation and amortization expense was $38.2 million or 5.4% of revenue
for the nine months ended September 30, 1999, compared to $26.5 million or 5.6%
of revenue for the same period in 1998. The increased depreciation and
amortization expense of $11.7 million resulted from our investment in our fleet
to support revenue growth and from intangibles related to acquisitions
consummated in 1998 and 1999. The decline as a percentage of revenue was due to
increased revenue.

General and administrative expenses were $59.3 million or 8.4% of revenue
for the nine months ended September 30, 1999, compared to $54.7 million (which
included a $4.0 million provision for bad debts related to our internal network
services segment) or 11.5% of revenue (10.7% of revenue, excluding bad debt)
for the same period in 1998. The decline in general and administrative expenses
as a percent of revenue for the nine months ended September 30, 1999 was due
primarily to our ability to support higher revenue with a reduced
administrative base.

Operating income was $71.5 million or 10.2% of revenue for the nine months
ended September 30, 1999, compared to $33.3 million or 7.0% of revenue for the
same period in 1998. The following table sets forth operating income and change
in operating income by North American operating segments, in dollar and
percentage terms (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, CHANGE
--------------------------- ------------------------
1998 1999 $ %
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $ 41,631 $ 73,860 $ 32,229 77.4%
External Energy Networks ..................... 8,046 8,733 687 8.5
Internal Network Services .................... (3,949) 3,065 7,014 178.0
Other ........................................ (12,404) (14,135) (1,731) (13.9)
--------- --------- -------- -----
$ 33,324 $ 71,523 $ 38,199 114.6%
========= ========= ========
</TABLE>

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

The following table sets forth revenue and change in revenue by North
American operating segments, in dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, CHANGE
------------------------- ---------------------------
1997 1998 $ %
----------- ----------- -------------- ----------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $284,415 $455,798 $ 171.383 60.3%
External Energy Networks ..................... 19,693 120,218 100,525 510.5
Internal Network Services .................... 47,285 89,687 42,402 89.7
Other ........................................ 25,654 3,925 (21,729) (84.7)
-------- -------- ---------- -----
$377,047 $669,628 $ 292,581 77.6%
======== ======== ==========
</TABLE>

Our North American revenue was $669.6 million for the year ended December
31, 1998, compared to $377.0 million for the same period in 1997, representing
an increase of $292.6 million or 77.6%. The

25
<PAGE>

increase in North American revenue was due primarily to revenue generated from
acquired companies, as well as internally generated growth. Each operating
segment experienced significant growth, excluding our other operating segment,
which decreased as a result of a corporate decision to exit the non-network
construction services business. During 1998, we completed a total of 12
acquisitions in North America of which eight were in our external
telecommunications networks segment, two in the external energy networks
segment, and two in the internal network services segment. These acquisitions
generated revenue of approximately $255.1 million, representing 87.2% of the
total increase in revenue. In comparison, during 1997 we acquired 11 companies
in North America (seven in external telecommunications networks, two in
external energy networks and two in internal network services).

Our North American costs of revenue were $506.7 million or 75.7% of
revenue for the year ended December 31, 1998, compared to $279.4 million or
74.1% of revenue in 1997. The increase in costs of revenue as a percentage of
revenue was due primarily to numerous inefficiencies caused by severe weather
conditions in various regions as a result of the climatic condition known as
"El Nino," poor performance in internal network services due to improperly
managed growth and losses from a non-core external telecommunications network
contract.

Depreciation and amortization expense was $37.3 million or 5.6% of revenue
for the year ended December 31, 1998, compared to $20.5 million or 5.4% of
revenue in 1997. The increased depreciation and amortization expense resulted
from our investment in our fleet to support revenue growth.

General and administrative expenses were $112.5 million or 16.8% of
revenue for the year ended December 31, 1998, compared to $41.2 million or
10.9% of revenue in 1997. The increase in general and administrative expenses
was due primarily to a non-recurring $33.8 million compensation charge for
senior management at certain operating subsidiaries, $1.4 million for start-up
costs and charges of $4.5 million related to our internal network services for
provisions for bad debts. Excluding the previously mentioned expenses, general
and administrative expenses were $72.8 million or 10.9% of revenue in 1998.

Operating income was $13.1 million or 1.9% of revenue for 1998, compared
to $36.0 million or 9.6% of revenue in 1997. The following table sets forth
operating income and change in operating income by North American segments, in
dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, CHANGE
------------------------- -----------------------------
1997 1998 $ %
---------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $ 39,888 $ 58,974 $ 19,086 47.8%
External Energy Networks ..................... 607 10,910 10,303 1697.4
Internal Network Services .................... 3,565 (3,411) (6,976) (195.7)
Other ........................................ (8,019) (53,380) (45,361) (565.7)
-------- --------- --------- ------
$ 36,041 $ 13,093 $ (22,948) ( 63.7)%
======== ========= =========
</TABLE>

26
<PAGE>

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

The following table sets forth revenue and change in revenue by North
American operating segments, in dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, CHANGE
------------------------- ------------------------
1996 1997 $ %
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $219,559 $284,415 $ 64,856 29.5%
External Energy Networks ..................... 3,773 19,693 15,920 421.9
Internal Network Services .................... 35,524 47,285 11,761 33.1
Other ........................................ 25,789 25,654 135 0.5
-------- -------- -------- -----
$284,645 $377,047 $ 92,672 32.6%
======== ======== ========
</TABLE>

Revenue from North American operations was $377.0 million for the year
ended December 31, 1997, compared to $284.6 million in 1996, representing an
increase of $92.4 million or 32.5%. The increase in North American revenue
across all segments was due primarily to revenue generated from acquired
companies. During 1997, we completed a total of 11 acquisitions of which seven
were in our external telecommunications networks segment, two were in our
external energy network segment and two in our internal network services
segment.

Our North American costs of revenue were $279.4 million or 74.1% of
revenue for the year ended December 31, 1997, compared to $216.9 million or
76.2% of revenue in 1996. The decrease in costs of revenue as a percentage of
revenue was due primarily to services that demanded higher prices in 1997 for
certain projects.

Depreciation and amortization expense was $20.8 million or 5.5% of revenue
for the year ended December 31, 1997, compared to $9.9 million or 3.5% of
revenue in 1996. The increase in depreciation and amortization was a result of
increased capital expenditures for both external telecommunications and
external energy segments ($19.7 million in 1997 compared to $7.1 million in
1996), as well as amortization of intangibles resulting from acquisitions.

General and administrative expenses were $41.2 million or 10.9% of revenue
for the year ended December 31, 1997, compared to $27.6 million or 9.7% of
revenue in 1996. Included in general and administrative expenses is a $4.6
million bad debt provision.

Operating income was $36.0 million or 9.6% of revenue for 1997, compared
to $30.2 million or 10.6% of revenue in 1996. The following table sets forth
operating income and change in operating income by North American segments, in
dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, CHANGE
--------------------------- -----------------------
1996 1997 $ %
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
External Telecommunications Networks ......... $ 35,838 42,344 $ 6,506 18.2%
External Energy Networks ..................... 566 607 41 7.2
Internal Network Services .................... 4,303 3,565 (738) (17.2)
Other ........................................ (10,498) (10,483) 15 0.1
--------- ------- ------- -----
$ 30,209 $ 36,033 $ 5,824 19.3%
========= ========= =======
</TABLE>

27
<PAGE>

BRAZIL

The following tables set forth for the periods indicated our Brazil
operations in dollar and percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
1997(1) 1998
---------------------- -----------------------
<S> <C> <C> <C> <C>
Revenue ............................... $74,900 100.0% $141,954 100.0%
Costs of revenue ...................... 63,266 84.5 112,667 79.4
Depreciation and amortization ......... 390 0.4 3,349 2.4
General and administrative
expenses ............................. 1,615 2.2 10,636 7.4
------- ----- -------- -----
Operating income .................... $ 9,629 12.9% $ 15,302 10.8%
======= ===== ======== =====

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------------------
1998 1999
---------------------- ----------------------
<S> <C> <C> <C> <C>
Revenue ............................... $95,019 100.0% $41,991 100.0%
Costs of revenue ...................... 79,610 83.8 32,598 77.6
Depreciation and amortization ......... 2,730 2.9 2,381 5.7
General and administrative
expenses ............................. 7,145 7.5 5,129 12.2
------- ----- ------- -----
Operating income .................... $ 5,534 5.8% $ 1,883 4.5%
======= ===== ======= =====
</TABLE>

- ----------------
(1) Brazil operations began on August 1, 1997.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1998

Brazilian revenue was $42.0 million for the nine months ended September
30, 1999, compared to $95.0 million for the same period in 1998, representing a
decrease of $53.0 million or 55.8%. Brazilian revenue decreased primarily due
to the devaluation of the Brazilian reals and to a reduction in work performed.
Revenue in local currency was R$68.5 million reals during the nine months ended
September 30, 1999, compared to R$105.6 million reals for the same period in
1998, representing a decrease of 35.1%. Due to recent economic conditions in
Brazil, it is uncertain when, if at all, previous levels of telephony
infrastructure spending will re-commence.

Brazilian costs of revenue were $32.6 million or 77.6% of revenue for the
nine months ended September 30, 1999, compared to $79.6 million or 83.8% of
revenue for the same period in 1998. The decrease was as a result of a change
order paid by a significant customer in the second quarter.

Depreciation and amortization expense was $2.4 million or 5.7% of revenue
for the nine months ended September 30, 1999 compared to $2.7 million or 2.9%
of revenue for the same period in 1998. Depreciation and amortization relates
primarily to an intangible asset resulting from one acquisition completed in
early 1998 that is being amortized over a five year period relative to the
volume of work under specified contracts.

General and administrative expenses were $5.1 million or 12.2% of revenue
for the nine months ended September 30, 1999, compared to $7.1 million or 7.5%
of revenue for the same period in 1998. General and administrative expenses
were R$5.4 million reals or 7.9% of reals revenue during the nine months ended
September 30, 1999, compared to R$6.2 million reals or 5.9% of reals revenue
for the same period in 1998. The decrease in general and administrative
expenses in both dollar and reals terms was due to a reduction in work
performed.

YEAR ENDED DECEMBER 31, 1998 OPERATING INCOME COMPARED TO FIVE MONTHS ENDED
DECEMBER 31, 1997 OPERATING INCOME

Brazilian operations commenced on August 1, 1997. Our Brazilian revenue
was $142.0 million for the year ended December 31, 1998, compared to $74.9
million in 1997, representing an increase of $67.1 million or 89.5%. The
increase in revenue was due primarily to a full year of operations in 1998,
compared to five months in 1997.

Brazilian costs of revenue were $112.7 million for the year ended December
31, 1998, compared to $63.3 million in 1997. Costs of revenue were 79.4% of
revenue in 1998, compared to 84.5% in 1997. The

28
<PAGE>

decrease in costs of revenue as a percentage of revenue was due primarily to
the completion of certain wireless projects in the fourth quarter of 1998.

Depreciation and amortization expense was $3.3 million for the year ended
December 31, 1998, compared to $0.4 million for the year ended December 31,
1997. Depreciation and amortization relates primarily to an intangible asset
resulting from one acquisition which is being amortized over a five year
period. Depreciation and amortization expense was 2.4% of revenue for the year
ended December 31, 1998, compared to 0.4% of revenue for the year ended
December 31, 1997.

General and administrative expenses were $10.6 million or 7.4% of revenue
for the year ended December 31, 1998, compared to $1.6 million or 2.2% in 1997.
The increase in general and administrative expenses was due primarily to costs
of establishing an infrastructure to support anticipated additional work
following the privatization of Telebras, which did not take place until July
1998.

COMBINED RESULTS--NORTH AMERICA AND BRAZIL ONLY

The following table sets forth for the periods indicated certain combined
income statement data for North America and Brazil only and the related
percentage of combined revenue.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1996 1997 1998
----------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Operating income .................... $ 30,209 10.6% $ 45,663 10.1% $ 28,395 3.5%
Interest expense .................... (6,059) (2.1) (6,595) (1.5) (23,753) (2.9)
Interest income ..................... 2,958 1.0 775 0.2 8,488 1.0
Other income (expense), net ......... 389 0.0 7,857 1.7 1,183 0.2
Income before provision for
income taxes, equity in
earnings (losses) of
unconsolidated companies
and minority interest .............. 27,497 9.7 47,699 10.5 14,312 1.8
Provision for income taxes .......... (10,244) (3.6) (18,633) (4.1) (4,563) (0.6)
Equity in earnings (losses) of
unconsolidated companies
and minority interest(1) ........... 270 0.1 (3,185) (0.7) (4,787) (0.6)
---------- ---- ---------- ---- ---------- ----
Net income (loss) ................... $ 17,523 6.2% $ 25,881 5.7% $ 4,962 0.6%
========== ==== ========== ==== ========== ====

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------------
1998 1999
-------------------- --------------------
<S> <C> <C> <C> <C>
Operating income .................... $ 38,858 6.8% $ 73,406 9.8%
Interest expense .................... 16,523 2.9 20,815 2.8
Interest income ..................... 5,492 1.0 8,495 1.2
Other income (expense), net ......... 671 0.1 (57) --
Income before provision for
income taxes, equity in
earnings (losses) of
unconsolidated companies
and minority interest .............. 28,498 5.0 61,029 8.2
Provision for income taxes .......... 11,356 2.0 25,354 3.4
Equity in earnings (losses) of
unconsolidated companies
and minority interest(1) ........... (1,611) 0.3 (2,000) (0.3)
-------- --- -------- ----
Net income (loss) ................... $ 15,531 2.7% $ 33,675 4.5%
======== === ======== ====
</TABLE>

- ----------------
(1) Consists of the minority interest of our Brazilian joint venture partner.
(2) Adjusted to exclude our Spanish operations which were sold effective
December 31, 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1998

For a discussion of revenue, costs of revenue, depreciation and
amortization and general and administrative expenses, see "North America" and
"Brazil" above.

Interest expense was $20.8 million or 2.8% of revenue for the nine months
ended September 30, 1999, compared to $16.5 million or 2.9% of revenue for the
same period in 1998. The increase in interest expense of $4.3 million was due
primarily to increased indebtedness resulting from the issuance of our 7 3/4%
Senior Subordinated Notes in early 1998. Additionally, the average outstanding
balances on our revolving line of credit increased to support growth and the
customer financing agreement which was satisfied in full in September 1999.

Interest income includes interest of $4.8 million earned and collected
from a customer to which we extended financing for our services, which
terminated in September 1999.

29
<PAGE>

Reflected in other income, net for the nine months ended September 30,
1999, are the following transactions. We sold assets held for sale with a book
value of approximately $11.2 million for approximately $7.6 million recognizing
a loss on sale of approximately $3.6 million. We also reserved $1.0 million for
a 1994 lawsuit from a predecessor company. Offsetting these amounts was a fee
of $4.8 million collected from a telecommunications customer related to a
vendor financing arrangement.

Our effective tax rate for North American operations and Brazil operations
approximates 42.0% and 33.0% respectively, for the nine months ended September
30, 1999.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

For a discussion of revenue, costs of revenue, depreciation and
amortization and general and administrative expenses, see "North America" and
"Brazil" above.

Interest expense was $23.8 million or 2.9% of revenue for the year ended
December 31, 1998, compared to $6.6 million or 1.5% of revenue in 1997. The
increase in interest expense was due primarily to increased indebtedness
resulting from the issuance of our Senior Subordinated Notes in early 1998, the
proceeds of which were used primarily for acquisitions and to fund
international operations investments. Minority interest primarily relates to
our Brazilian joint venture partner with a 49% interest.

Interest income includes interest income from temporary investments and
interest invoiced to a customer.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Interest expense was $6.6 million or 1.5% of revenue for the year ended
December 31, 1997, compared to $6.1 million or 2.1% of revenue in 1996. The
decrease in interest expense as a percentage of revenue was due to increased
revenue while the average balance on debt remained basically unchanged.

Included in other income for 1997 is a $7.1 million gain on sale of our
indirect interest in an Ecuadorian cellular company.

30
<PAGE>

SPAIN

The following tables set forth for the periods indicated our Spanish
operations, which were sold effective December 31, 1998, in dollar and
percentage terms (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1996(1) 1997
----------------------- -----------------------
<S> <C> <C> <C> <C>
Revenue ................................................ $188,155 100.0% $207,493 100.0%
Costs of revenue ....................................... 135,389 71.9 153,180 73.8
Depreciation and
amortization ........................................... 2,058 1.1 3,013 1.5
General and administrative expenses .................... 30,975 16.5 39,478 19.0
-------- ------ -------- ------
Operating income (loss) ............................... 19,733 10.5 11,822 5.7
Interest expense ....................................... (5,375) ( 2.9) (4,946) ( 2.4)
Interest income ........................................ 288 0.2 1,008 0.1
Other income (loss) .................................... 380 0.2 475 --
-------- ------ -------- ------
Income (loss) before benefit from income taxes,
equity in earnings of unconsolidated companies
and minority interest ................................ 15,026 8.0 8,358 4.0
(Provision) benefit from income taxes .................. (5,347) ( 2.7) (2,311) ( 1.2)
Equity in earnings of unconsolidated companies ......... 2,728 1.4 2,897 1.4
Minority interest ...................................... 135 -- (162) --
-------- ------ -------- ------
Net income (loss) ...................................... $12,542 6.7% $ 8,783 4.2%
======== ====== ======== ======

<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1998(2)
-------------------------
<S> <C> <C>
Revenue ................................................ $237,340 100.0%
Costs of revenue ....................................... 183,724 77.4
Depreciation and
amortization ........................................... 2,680 1.1
General and administrative expenses .................... 51,070 21.5
-------- -----
Operating income (loss) ............................... (134) ( 0.0)
Interest expense ....................................... (5,827) ( 2.5)
Interest income ........................................ 605 --
Other income (loss) .................................... (6,338) ( 2.7)
-------- -----
Income (loss) before benefit from income taxes,
equity in earnings of unconsolidated companies
and minority interest ................................ (11,694) ( 4.9)
(Provision) benefit from income taxes .................. (7,987) ( 3.2)
Equity in earnings of unconsolidated companies ......... 1,291 0.1
Minority interest ...................................... (487) --
-------- -----
Net income (loss) ...................................... $(18,877) ( 8.0)%
======== =====
</TABLE>

- ----------------
(1) Spanish operations began on April 30, 1996, the date of acquisition. MasTec
sold 87% of its Spanish operations effective December 31, 1998.

(2) Includes a total of $13.4 million of severance charges of which $1.9
million is reflected in costs of revenue and $11.5 million in general and
administrative expenses.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

We sold 87% of our Spanish operations effective December 31, 1998. Revenue
from Spanish operations was $237.3 million for the year ended December 31,
1998, compared to $207.5 million in 1997, representing an increase of $29.8
million or 14.4%. The increase was due to acquisitions made in 1998.

Costs of revenue were $183.7 million or 77.4% of revenue for the year
ended December 31, 1998, compared to $153.2 million or 73.8% of revenue in
1997. The increase in costs of revenue as a percentage of revenue was due
primarily to increased labor costs associated with a new labor agreement and to
$1.9 million in direct labor severance costs.

Depreciation and amortization expense was $2.7 million for the year ended
December 31, 1998, compared to $3.0 million in 1997. Depreciation and
amortization expense was 1.1% of revenue for the year ended December 31, 1998,
compared to 1.5% of revenue in 1997.

General and administrative expenses were $51.1 million or 21.5% of revenue
for the year ended December 31, 1998, compared to $39.5 million or 19.0% of
revenue in 1997. The increase in general and administrative expenses as a
percentage of revenue was due to severance charges of $11.5 million resulting
from reductions in administrative personnel.

Included in other expense for 1998 is a $9.2 million loss on sale of the
Spanish operation. The effective income tax rate on a consolidated basis for
the year ended December 31, 1998 increased to 479% from 37% in 1997. This
increase was mainly attributable to the recognition of approximately $9.2
million of a loss on sale of our Spanish operations, however for tax purposes
the Company recorded a

31
<PAGE>

tax provision of $7.8 million. Excluding the effect of the book loss on sale
and the taxable gain, the effective tax rate would have been 42.2%, which is
attributed to the non-deductibility of the amortization of intangibles and
other expenses.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO EIGHT MONTHS ENDED DECEMBER 31, 1996

Revenue generated by Spanish operations was $207.5 million for the year
ended December 31, 1997, compared to $188.2 million in 1996, representing an
increase of $19.3 million or 10.3%. The increase in revenue was due primarily
to a full year of operations in 1997, compared to eight months in the 1996. We
acquired our Spanish operations effective April 30, 1996. Our Spanish
operations were negatively impacted during 1997 by a devaluation of
approximately 18% in the Spanish peseta and by work stoppages in the second
half of 1997.

Costs of revenue were $153.2 million or 73.8% of revenue for the year
ended December 31, 1997, compared to $135.4 million or 71.9% of revenue in
1996. The increase in costs of revenue as a percentage of revenue was due
primarily to lower productivity during 1997 as a result of the work stoppages.

General and administrative expenses were $39.5 million or 19.0% of revenue
for the year ended December 31, 1997, compared to $31.0 million or 16.5% of
revenue in 1996. The increase in general and administrative expenses was due to
a full year of operations in 1997, compared to eight months in 1996. The
increase in general and administrative expenses as a percentage of revenue was
due mainly to increased salaries and compensation expense resulting from
increases in base salary.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are for working capital, capital expenditures,
acquisitions and investments, and debt service. Our primary sources of
liquidity are cash flows from operations, borrowings under revolving lines of
credit and the proceeds from the sale of assets held for sale.

Net cash provided by operating activities was $75.7 million for the nine
months ended September 30, 1999, compared to $14.9 million for the same period
in 1998.

Our working capital at September 30, 1999, excluding assets held for sale
of $72.2 million, was $170.8 million compared to $192.8 million at December 31,
1998. Our North American working capital as of September 30, 1999 was $133.7
million, comprised primarily of $244.9 million in accounts receivable, $33.5
million in inventories and other current assets and $11.0 million in cash, net
of $155.7 million in current liabilities.

We have a revolving line of credit with a group of banks that provides for
borrowings up to an aggregate amount of $165.0 million. Amounts outstanding
under the credit facility mature on June 9, 2001. We are required to pay an
unused facility fee ranging from .25% to .50% per annum on the facility,
depending upon certain financial covenants. The credit facility contains
customary events of default and covenants which prohibit, among other things,
making certain investments in excess of a specified amount, incurring
additional indebtedness in excess of a specified amount, paying dividends in
excess of a specified amount, making capital expenditures in excess of a
specified amount, creating liens, prepaying other indebtedness, including our
73/4% Senior Subordinated Notes, and engaging in certain mergers or
combinations without the prior written consent of the lenders. The credit
facility also provides that we must maintain certain financial ratio coverages
at the end of each fiscal quarter such as debt to earnings and earnings to
interest expense.

During 1999, we acquired three external telecommunications network
services providers for $11.1 million in cash and $2.4 million in notes and
invested $57.7 million primarily in our fleet to support revenue growth which
we financed from cash provided by operations and from financing activities. We
have also sold certain assets and investments for which we have received
approximately $28.4 million in

32
<PAGE>

cash, $15.9 million of which was attributable to the sale of our Spanish
operations. We anticipate that cash from this offering, available cash, cash
flows from operations and proceeds from the sale of assets and investments and
borrowing availability under the credit facility will be sufficient to satisfy
our working capital requirements for the foreseeable future. However, to the
extent that we should desire to increase our financial flexibility and capital
resources or choose or be required to fund future capital commitments from
sources other than operating cash or from borrowings under our existing credit
facility, we may consider raising additional capital by increasing the credit
facility or through the offering of additional equity and/or debt securities in
the public or private markets. There can be no assurance, however, that
additional capital will be available to us on acceptable terms, if at all.

We have a $28.4 million investment in a PCS wireless system in Paraguay
which is held for sale and are committed to spend an additional $5.0 million to
complete the system. In September 1999, the Paraguayan telecommunications
regulatory agency rescinded its previous revocation of our license to develop
the system, reaffirmed the grant of the license to us and extended the deadline
for us to complete the system. The terms of our license now require us to
complete the system by January 31, 2000. In addition, our Paraguayan subsidiary
is under a preliminary investigation for alleged improper conduct by certain of
its employees in connection with the license. We believe that the allegations
are baseless.

Included in assets held for sale at September 30, 1999 is approximately
$34.0 million of investments in Argentina and Ecuador, which have defaulted on
their third-party debt obligations. We do not guarantee any of their
indebtedness. We are monitoring our investments in Argentina, Ecuador and
Paraguay and have determined that the carrying values of these assets as of
September 30, 1999 have not been impaired. There can be no assurance that
future transactions or events will not result in a permanent impairment of
these assets.

We sold 87% of our Spanish operations effective December 31, 1998 for
$27.2 million in cash, payable in four installments and $25.0 million of
assumed debt. As of September 30, 1999, $12.5 million of the cash purchase
price plus accrued interest had not been paid when due, however $1.8 million
has subsequently been paid into escrow, which has reduced the outstanding
balance to $10.7 million in 1999. We have posted a $3.0 million letter of
credit for the benefit of the Spanish operations to be used for working
capital.

YEAR 2000

The Year 2000 computer issue is primarily the result of computer programs
using two digits rather than four to define the applicable year. Any of our
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure, disruption of operations and/or a temporary inability to conduct
normal business activities.

We undertook a Year 2000 project, which included an assessment of our
telecommunications equipment, computer equipment, software, database, data
services, network infrastructure, and telephone equipment. Our Year 2000 plan
addressed the Year 2000 issue in five phases: (1) inventory and assessment; (2)
impact analysis and implementation planning; (3) implementation and testing;
(4) on-going and monitoring; and (5) contingency planning to assess reasonably
likely worst case scenarios. At this time, we have completed phase (1), (2),
and the majority of phase (3) of the project, and believe that the Year 2000
issue will not pose significant operational problems. Based on our assessment
efforts, we do not believe that Year 2000 issues will have a material adverse
effect on our financial condition or results of operations. If, however,
additional upgrades, replacements or conversions are necessary and not made or
completed on a timely basis, the Year 2000 issue may have a material adverse
effect on our business, financial condition and results of operations. Our Year
2000 issues and any potential business interruptions, costs, damages or losses
related thereto, are dependent, to a certain degree, upon the Year 2000
readiness of third parties such as vendors and suppliers. As part of our Year
2000 efforts, formal communications with all significant vendors, suppliers,
banks and clients

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<PAGE>

are being pursued to determine the extent to which related interfaces with our
systems are vulnerable if these third parties fail to remediate their Year 2000
issues. There cannot be any assurance that any such third parties will address
any Year 2000 issues that they have or that such third parties' systems will
not materially adversely affect our systems and operations.

Through September 30, 1999, related costs incurred in our Year 2000
project were not material, and we do not expect that the total cost of our Year
2000 project will be material to our financial position or results of
operations.

RISKS RELATING TO THE COMPANY'S FAILURE TO BECOME YEAR 2000 COMPLIANT. We
continue to enhance our contingency plans, including the identification of our
most likely worst case scenarios. Currently, the most likely sources of risk to
us include: (i) interruptions to our customers' operations which could prevent
them from utilizing our services and paying for the services when rendered; and
(ii) failure of our suppliers' operations which would result in our inability
to obtain equipment, materials and supplies to meet the demands of our
customers.

The risks described above could materially and adversely affect our
business, results of operations and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
we are unable to determine at this time what our most reasonable and likely
worst case scenario would be or whether the consequences of Year 2000 failures
will have a material adverse impact on our results of operations, liquidity, or
financial condition.

CONTINGENCY PLANS. Our Year 2000 efforts are ongoing and our overall plan
for the critical mission systems, as well as the consideration of contingency
plans, will continue to evolve as new information becomes available.
Contingency plans for Year 2000-related interruptions have been developed and
include emergency backup and recovery procedures for lost data, billing and
collection procedures, identification of alternate suppliers and increasing
inventory levels of critical supplies and equipment. These activities are
intended to provide a means of managing risk, but cannot eliminate the
potential for disruption due to third-party failure.

SEASONALITY

Our North American operations have historically been seasonally weaker in
the first and fourth quarters of the year and have produced stronger results in
the second and third quarters. This seasonality is primarily the result of
customer budgetary constraints and preferences and the effect of winter weather
on external network activities. Certain U.S. customers tend to complete
budgeted capital expenditures before the end of the year and defer additional
expenditures until the following budget year. Revenue, in local currency, from
our Brazilian operation is not expected to fluctuate seasonally.

IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS

The primary inflationary factor affecting our operations is increased
labor costs. We have not experienced significant increases in labor costs to
date. Competition for qualified personnel could increase labor costs for us in
the future. Our international operations, which represent approximately 6% of
our total revenue may, at times in the future, be exposed to high inflation in
certain foreign countries. We anticipate that revenue from international
operations will be less significant to operations in the foreseeable future due
to our current intentions to dispose of them, however, the likelihood and
extent of further devaluation and deteriorating economic conditions in Brazil
and other Latin American countries and the resulting impact on our results of
operations, financial position and cash flows cannot now be determined.

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<PAGE>

BUSINESS

GENERAL

We design, build, install and maintain internal and external networks
supporting the Internet, Internet-related applications and other communications
and energy facilities for leading telecommunications, cable television, energy
and other Fortune 500 companies. We hold a market leading position as one of
the preeminent end-to-end telecommunications and energy infrastructure service
providers in North America by offering quality turnkey services to a diverse
group of customers, which include some of the largest and most prominent
companies in the telecommunications and energy fields. We provide comprehensive
solutions that enable our customers to connect with their customers.

Currently, we operate from 160 locations throughout North America, which
accounted for 94% of our revenue for the nine months ended September 30, 1999.
We also operate a joint venture in Brazil which accounted for our remaining
revenue in the period. We intend to continue to grow our North American
operations while achieving further operating efficiencies through economies of
scale.

We are organized into eight service lines centered around our customers,
which include:

/bullet/ incumbent local exchange carriers,

/bullet/ competitive local exchange carriers,

/bullet/ cable television operators,

/bullet/ long distance carriers,

/bullet/ wireless phone companies,

/bullet/ telecommunications equipment vendors,

/bullet/ co-location facilities providers,

/bullet/ public and private energy companies and

/bullet/ financial institutions and other Fortune 500 companies.

We provide services to BellSouth Telecommunications, Inc., SBC
Communications, GTE Corporation, Sprint Corp., US West, Qwest Communications,
Inc., Telergy, Inc., Enron, Level 3 Communications, Williams Communications
Group, Inc., AT&T, Charter Cable, Inc., Time Warner, Inc., Winstar, NEC,
Carolina Power and Light Co., Texas Utilities Company and First Union National
Bank. BellSouth accounted for 11% of our revenue for the nine months ended
September 30, 1999. Our top 10 customers combined accounted for less than 40%
of our domestic revenue.

INDUSTRY OVERVIEW

Our industry is experiencing a number of trends that we believe will lead
to a significant increase in the demand for our services over the next several
years.

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<PAGE>

INCREASED DEMAND FOR BANDWIDTH. Recent increased growth in
telecommunications voice, video and data traffic, electronic commerce, and in
the transmission of high quality information, entertainment and other content
over the Internet, coupled with increased use of and reliance on personal
computers, has enhanced the need for greater bandwidth. Market research
analysts estimate that at the end of 1998, 25 million U.S. households were
online, implying a 24% household penetration. This number is expected to reach
30 million by year-end 1999 and over 58 million by 2004 (55% of households).
The total number of U.S. Internet users (business and residential) is
anticipated to reach 126 million in 2004. We believe 50% of these users will
access the network by means of a broadband technology.

Because of the physical limitations of existing network facilities,
telecommunications providers and cable television system operators are
upgrading facilities with new and innovative technology, expanding and, in many
cases, replacing the existing telecommunications infrastructure to allow for
increased bandwidth. The "race for the last mile", increased upgrades and
maintenance of existing networks are expected to drive further capital spending
growth by our customers even after substantial completion of their backbone
networks.

INCREASED OUTSOURCING OF INFRASTRUCTURE NEEDS. Telecommunication service
providers are entering new geographic and product markets and offering bundled
services that once were offered separately. Additionally, a growing number of
energy companies are exploring ventures in the telecommunications industry to
maximize the value of their rights of way. Consolidation in the
telecommunications industry has created integrated, geographically diverse
companies who have combined assets to compete in the changing marketplace.
These providers are focusing on the increased range of their core competencies
of providing telecommunications and energy services and are increasingly
outsourcing infrastructure needs.

INCREASED DEMAND FOR COMPREHENSIVE SOLUTIONS. Increased competition and
the resulting increase in investment in infrastructure and content by
telecommunications and other service providers have led to enhanced concerns
regarding the quality and reliability of infrastructure providers. We believe
that our customers increasingly are seeking comprehensive end-to-end solutions
to their infrastructure needs by turning to fewer qualified infrastructure
service providers who have the size, financial capability and technical
expertise to deliver a quality and reliable network on time. These customers
are seeking service providers that can build out large and complex networks
quickly, with a high level of quality and who can rapidly mobilize their
capital equipment, financial assets and personnel to respond effectively to the
increasing scale and time constraints of customer demands.

COMPETITIVE STRENGTHS

We have positioned ourselves to take advantage of these trends by
emphasizing the following competitive strengths:

NATIONAL FOOTPRINT AND NAME RECOGNITION. We have significantly broadened
our geographic presence in recent years and believe we are capable of servicing
customers across the United States and Canada. We are continuing to develop the
brand name "MasTec" across all of our operating units nationwide to further
position ourselves as an integrated, national company.

END-TO-END SOLUTIONS. We believe we are one of the few infrastructure
providers capable of providing all of the design, building, installation and
maintenance services necessary for a complete telecommunications network
starting from a transmission point, such as a telephone company central office
or cable television head-end, and running through aerial, underground and
buried cables or through wireless transmission to the ultimate end users' voice
and data ports, cable outlets or cellular stations.

TECHNICAL EXPERTISE AND RELIABLE CUSTOMER SERVICE. We believe that we have
established a reputation for quality and reliability, technical expertise and
operating and financial efficiency. We believe that our

36
<PAGE>

reputation among our customers should give us an advantage in securing larger,
more technically complex infrastructure projects and a greater volume of
business from our existing customers and in securing new customers.

DIVERSE AND LONG-STANDING CUSTOMER BASE. We have a diverse customer base
that allows us to capitalize on the wide range of technological advances and
other market developments that drive capital spending by our customers. We have
continually provided services to our top ten customers for an average of over
15 years. We believe that our diverse and long-standing customer base makes us
less susceptible to downturns in any particular geographic region or industry
sector.

EXPERIENCED MANAGEMENT. We have a strong management team to continue
executing our growth strategy. Our management team has the operational,
business development and financial knowledge and experience to anticipate
trends in our industry and to consistently meet and exceed our clients'
expectations for comprehensive and reliable solutions.

GROWTH STRATEGY

The key elements of our growth strategy are as follows:

EXPAND EXISTING CUSTOMER RELATIONSHIPS AND PURSUE NEW CUSTOMERS. We
believe that our customers increasingly are seeking single national vendors to
provide all of their telecommunications and energy infrastructure services
needs. Consequently, we actively market our national footprint and
comprehensive service offerings to our existing and potential customers and
focus on increasing the range of services we provide. We also team with
engineering firms, equipment suppliers and other vendors to provide turnkey
services to our customers.

CONTINUE OUR SUCCESSFUL INTEGRATION TO ACHIEVE FURTHER OPERATING
EFFICIENCIES. We have improved the operating performance of acquired and
existing operating units by providing strategic guidance and administrative
support, and by enabling these units to take advantage of improved purchasing
power, lower insurance costs and greater access to capital. We have realigned
our North American operations along service and customer lines to focus on our
core businesses and instituted a program to improve efficiency and productivity
by leveraging existing administrative personnel to support increased growth. We
also intend to further develop and expand the use of integrated management
information systems across our service lines to facilitate financial control,
project costing and asset allocation. The goal of the program is to realize
savings in overhead and other expenses and thereby improve operating margins
and profitability. An element of the program includes paying our service line
presidents and other managers incentive compensation based upon profitability,
return on assets and other financial criteria.

PURSUE SELECTED ACQUISITIONS. Through selected acquisitions, we continue
to add customers and capabilities as well as expand our geographic coverage. We
have completed 33 domestic acquisitions in the last five years, targeting
selected companies to expand into customer and geographic markets we did not
currently serve and to expand the range and depth of services we provided. We
will continue to focus our acquisition efforts on profitable companies with
good reputations and strong management.

SERVICE LINES

Our North American operations consist of three segments: External
Telecommunications Networks, External Energy Networks and Internal Networks.

EXTERNAL TELECOMMUNICATIONS NETWORKS. We design, build, install and
maintain the physical facilities used to provide end-to-end telecommunications
service from the provider's central office, switching center or cable head-end
to the ultimate consumer's home or business. These services include designing
conduit networks and fiber rings; placing and splicing fiber optic, coaxial and
copper cable; excavating trenches in which to place the cable; fabricating and
placing related structures such as poles, anchors, conduits, manholes, cabinets
and closures; placing drop lines from the main distribution

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<PAGE>

terminals to the customer's home or business and maintaining, removing and
replacing these facilities. We also provide route development, right of way and
other site acquisition, permitting, materials procurement, acceptance testing
and as-built documentation.

We bundle our services and are organized to serve our customers' needs as
follows:

TELECOM LONG HAUL SERVICES. We design, engineer and build fiber optic and
other cable networks between metropolitan areas using specialty equipment such
as trenchers, plows and directional borers.

TELECOM LOCAL LOOP SERVICES. We design, install, build and maintain
telecommunications networks from the provider's point-of-presence to their
customers' locations within metropolitan areas (local loop).

BROADBAND SERVICES. We design, engineer, build and install the
infrastructure for network rebuilds, upgrades and maintenance for cable
television multiple system operators.

WIRELESS SERVICES. We provide turnkey installation and maintenance
services to the wireless communications industry, including site acquisition,
design and building of communication towers, placement of antennas and
associated wiring, and installation of transmission equipment and shelters.

INTELLIGENT TRAFFIC SERVICES. We also provide similar services to the
traffic control and highway safety industry, including the installation and
maintenance of traffic signals, controllers, connecting signals, variable
message signs, closed-circuit television and other monitoring devices and
controllers.

Our external telecommunications network services customers include
BellSouth Telecommunications, Inc., GTE Corporation, Qwest Communications,
Inc., Williams Communication, Inc., Telergy, Inc., Tele-Communications, Inc.,
Charter Cable, Inc., Sprint Corp. and Sprint Spectrum, L.P.

EXTERNAL ENERGY NETWORKS. We provide external network and infrastructure
services to public and private utilities. These services consist of overhead
and underground installation and maintenance of electrical and other utilities'
transmission and distribution networks, substation construction and
maintenance, right-of-way maintenance and restoration of asphalt and concrete
surfaces. They are substantially similar to the services we provide to our
telecommunications customers, but the work often involves the installation and
splicing of high-voltage transmission and distribution lines. Our external
energy networks customers include Carolina Power and Light Co., Florida Power
and Light Co., Texas Utilities Company and Virginia Power Co.

INTERNAL NETWORK SERVICES. We design, install and maintain integrated
voice, data and video networks inside customer premises as well as the
infrastructure required to support complex intranet and Internet solutions. We
also design, install, test and document switching and transmission equipment
and supporting components at a provider's point-of-presence (central office)
locations. We provide systems integration services, which involve the
selection, configuration, installation and maintenance of software, hardware,
other computing and communications equipment and cabling to provide an
integrated computing and communications system. Internal network services are
less capital intensive than external network services but require a more
technically proficient work force. We provide internal network services to
large corporate customers with multiple locations such as First Union National
Bank and Montgomery Ward and Co., and switching and transmission services to
equipment vendors such as Lucent Technologies, Inc. and NEC North America, Inc.

BACKLOG

At September 30, 1999, we had a backlog for domestic operations of
approximately $ 222.4 million consisting of the uncompleted portion of services
we are to perform under project-specific contracts. We do not include as
backlog the estimated amount of work under our 87 master services agreements

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<PAGE>

because the customer under these contracts is not committed to order a specific
volume of services from us. We expect to complete substantially all of our
backlog at September 30, 1999 during the next 12 calendar months.

SALES AND MARKETING

We have developed a marketing plan emphasizing the "MasTec" brand name
nationwide and the role we play in building the e-world to position ourselves
as a seamless, end-to-end infrastructure service provider. Local marketing
efforts are principally carried out by the management of our service lines,
with our executive management supplementing their efforts at the corporate
level. Our service line presidents market to existing and potential
telecommunications and other utility customers to negotiate new contracts or to
be placed on lists of vendors invited to submit bids for master services
agreements and individual projects. They are responsible for developing and
maintaining successful long-term relationships with customers, which we believe
helps facilitate our repeat business. Our external and internal network
services are also marketed through commissioned salespeople and our corporate
marketing department.

SAFETY AND INSURANCE

We are committed to ensuring that our employees perform their work safely
and strive to instill safe work habits in all of our employees. In this regard
we evaluate our employees not only on the basis of the efficiency and quality
of their work but also on their safety records and the safety records of the
employees they supervise. We also hold regular training sessions and seminars
with our employees devoted to safe work practices.

The primary claims we face in our operations are workers' compensation,
automobile liability and various general liabilities. We maintain insurance
policies with respect to these claims, but our insurance policies are generally
subject to high deductibles and we are effectively self-insured for worker's
compensation, automobile liability up to $250,000 and for general liability up
to $100,000. We have umbrella coverage up to a policy limit of $25.0 million.
We actuarially determine any liabilities for unpaid claims and associated
expenses, including incurred but not reported losses, and reflect those
liabilities in our balance sheet as an accrued liability. We continually review
the determination of such claims and expenses and the extent of the accrued
liability.

SUPPLIERS

Our customers supply the majority of the raw materials and supplies
necessary to carry out our contracted work, although we are increasingly
supplying materials and supplies on turnkey projects. We obtain materials and
supplies for our own account from independent third-party providers and do not
manufacture any significant amount of materials or supplies for resale. We are
not dependent on any one supplier for any materials or supplies that we obtain
for our own account. We have not experienced any difficulty in obtaining an
adequate supply of materials and supplies.

We also use independent contractors to perform portions of our services
and to manage work flow. These independent contractors typically are sole
proprietorships or small business entities. Independent contractors typically
provide their own employees, vehicles, tools and insurance coverage. We are not
dependent on any single independent contractor.

COMPETITION

The industries in which we operate are highly competitive and we compete
with other companies in most of the markets in which we operate ranging from
small independent firms servicing local markets to larger firms servicing
regional markets, as well as large national and international engineering firms
and equipment vendors on turnkey projects who subcontract work to contractors
other than us. Despite the current trend toward outsourcing, we may also face
competition from existing or prospective

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<PAGE>

customers who employ in-house personnel to perform some of the same types of
services as we provide. There are relatively few significant barriers to entry
into the markets in which we operate and, as a result, any organization that
has adequate financial resources and access to technical expertise may become
one of our competitors. Although we believe we are the largest provider of
external network services for telecommunications service providers and energy
companies in the United States, neither we nor any of our competitors can be
considered dominant in the industry on a national basis.

Because of the highly competitive bidding environment for infrastructure
services, the price of the contractor's bid historically has often been the
principal factor in determining whether the contractor is awarded the work.
Smaller competitors are sometimes able to win bids based on price alone due to
their lower overhead costs. We believe that as demand for our services
increases, customers will increasingly consider other factors in choosing a
service provider, including technical expertise and experience, financial and
operational resources, nationwide presence, industry reputation and
dependability, which should benefit contractors such as us.

EMPLOYEES

As of September 30, 1999, we had approximately 9,100 employees, 8,800 of
whom were employed in North American operations. Approximately 500 of our
employees are represented by a labor union, principally the Communication
Workers of America or the International Brotherhood of Electrical Workers. We
believe that our employee relations are good.

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<PAGE>

MANAGEMENT

The following is a list of the names and ages of all of our directors
executive and officers, indicating all positions and offices they hold with us.
Our directors hold office for a three year term and until their successors have
been elected and qualified. Our executive officers hold office for one year or
until their successors are elected by our Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------- ----- ---------------------------------------------------
<S> <C> <C>
Jorge Mas ...................... 36 Chairman of the Board of Directors
Joel-Tomas Citron .............. 37 Vice Chairman of the Board of Directors, President
and Chief Executive Officer
Eliot C. Abbott ................ 50 Director
Arthur B. Laffer ............... 59 Director
Olaf Olafsson .................. 36 Director
Joseph P. Kennedy, II .......... 47 Director
William N. Shiebler ............ 57 Director
Jose S. Sorzano ................ 58 Director
Carmen M. Sabater .............. 35 Senior Vice President and Chief Financial Officer
Jose Sariego ................... 45 Senior Vice President and General Counsel
Arlene Vargas .................. 32 Vice President and Controller
</TABLE>

JORGE MAS has been our Chairman of the Board of Directors since January
1998 and a director since March 1994. From March 1994 to October 1999, Mr. Mas
was our Chief Executive Officer. In addition, Mr. Mas is the Chairman of the
Board of Directors of Neff Corporation, a publicly-held construction equipment
sales and leasing company, is involved in several real estate holding companies
and has served on the Board of Directors of First Union National Bank since
April 1998. Mr. Mas has been Chairman of the Cuban American National
Foundation, a not-for-profit organization, since July 1999, and was Vice
Chairman from July 1998 until July 1999.

JOEL-TOMAS CITRON was elected our Chief Executive Officer in October 1999
and has been a member of our Board of Directors since January 1998. Mr. Citron
was elected Vice Chairman of the Board of Directors in November 1998 and was
elected President in May 1999. Mr. Citron was the managing partner of Triscope
Capital LLC, a private investment partnership from January 1998 until December
1998 and Chairman of the Board of Directors of the United States subsidiary of
Proventus AB, a privately held investment company based in Stockholm, Sweden
from January 1992 to December 1997. Mr. Citron is also a member of the Board of
Directors of Neff Corporation; past Chairman of the Board of Directors of
American Information Systems, Inc. (now owned by Exodus Communications, Inc.),
a provider of Internet and Internet systems solutions; and a member of the
Board of Directors of Telergy, Inc., a facilities-based provider of integrated
communications services and high bandwidth fiber optic capacity in New York
State.

ELIOT C. ABBOTT has been a member of the Board of Directors since March
1994. Since February 1, 1997, Mr. Abbott has been a partner in the Miami law
firm of Kluger, Peretz, Kaplan & Berlin, P.A. From October 1, 1995 to January
31, 1997, Mr. Abbott was a member of the New York law firm of Kelley Drye &
Warren. From 1976 until September 30, 1995, Mr. Abbott was a shareholder in the
Miami law firm of Carlos & Abbott.

ARTHUR B. LAFFER has been a member of the Board of Directors since March
1994. Mr. Laffer has been Chairman of the Board of Directors of Laffer
Associates, an economic research and financial consulting firm, since 1979 and
Chief Executive Officer, Laffer Advisors Inc., an investment advisor and
broker-dealer, since 1981. Mr. Laffer is a director of Nicholas Applegate
Mutual Funds, Oxigene, Inc., Neff Corporation and Coinmach Laundry Corporation.

OLAF OLAFSSON has been a member of the Board of Directors since September
1999. Mr. Olafsson has been named Vice Chairman of Time Warner Digital Media
effective November 1999. Prior to

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<PAGE>

joining Time Warner Digital Media, Mr. Olafsson was President of Advanta
Corporation, a financial services company, from March 1998 until October 1999
and a member of Advanta's Board of Directors since 1997. Prior to joining
Advanta, Mr. Olafsson was the founder and President of Sony Interactive
Entertainment, Inc., an interactive entertainment software and hardware unit of
Sony Corporation established in 1991. Mr. Olafsson also serves on the Board of
Directors of Scholastic Corp., a global children's publishing and media
company.

JOSEPH P. KENNEDY, II has been a member of the Board of Directors since
October 1999. Mr. Kennedy is Chairman of Citizens Energy Corporation, a
not-for-profit energy provider, which he founded in 1979. Mr. Kennedy served
six terms as a U.S. Representative during which time he was a member of the
House Banking and Financial Services Committee, a senior member of the House
Veteran's Affairs Committee and the co-chair of the Older American Caucus. He
also served as the ranking Democrat on the Housing and Community Opportunity
Subcommittee.

WILLIAM N. SHIEBLER has been a member of the Board of Directors since June
1999. Mr. Shiebler has been a Senior Managing Director of Putnam Investments, a
Boston based investment management firm and Vice Chairman of the Board of
Directors of Putnam Mutual Funds since 1990. Mr. Shiebler served as President
of Putnam Mutual Funds from 1990 until 1998. Mr. Shiebler has also been the
Chairman of Pacific Corporate Group, a private equity investment management and
consulting firm, since March 1999. Prior to joining Putnam, he was President
and Chief Operating Officer of Dean Witter Reynolds Intercapital, the
investment management division of Dean Witter Reynolds. Mr. Shiebler is the
President of the Kean University Foundation and a Trustee of the Boston Public
Library Foundation.

JOSE S. SORZANO has been a member of the Board of Directors since October
1994. Mr. Sorzano has been Chairman of the Board of Directors of The Austin
Group, Inc., an international corporate consulting firm, since 1989. Mr.
Sorzano was also Special Assistant to the President for National Security
Affairs from 1987 to 1988; Associate Professor of Government, Georgetown
University, from 1969 to 1987; President, Cuban American National Foundation,
from 1985 to 1987; and Ambassador and U.S. Deputy to the United Nations from
1983 to 1985.

CARMEN M. SABATER has been our Senior Vice President since December 1998
and was elected Chief Financial Officer in May 1999. From 1994 until December
1998 Ms. Sabater was our Corporate Controller. Prior to joining us, Ms. Sabater
was a Senior Manager with Deloitte & Touche, a public accounting firm.

JOSE SARIEGO has been our Senior Vice President and General Counsel since
September 1995. Prior to joining us, Mr. Sariego was Senior Corporate Counsel
and Secretary of Telemundo Group, Inc., a Spanish language television network,
from August 1994 to August 1995. From January 1990 to August 1994, Mr. Sariego
was a partner in the Miami office of Kelley Drye & Warren, an international law
firm.

ARLENE VARGAS has been our Vice President and Corporate Controller since
September 1998. Prior to joining us, Ms. Vargas was a Senior Manager from June
1997 to September 1998 and a Manager from June 1994 to June 1997 with
PricewaterhouseCoopers LLP, a public accounting firm.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial
ownership of our common stock, as of October 20, 1999 and as adjusted to
reflect the sale of the common stock offered by this prospectus, by (a) each
person known to us to beneficially own more than 5% thereof, (b) each of our
current executive officers and directors, and (c) all of our current executive
officers and directors as a group. Unless otherwise indicated, each named
shareholder has sole voting and investment power with respect to the shares
beneficially owned by the shareholder. For purposes of the following table, we
have assumed that the underwriters do not exercise their over-allotment option
to purchase additional shares of common stock from the selling shareholder.

<TABLE>
<CAPTION>
BEFORE STOCK OFFERING AFTER STOCK OFFERING
------------------------------------ -----------------------------------
COMMON STOCK COMMON STOCK
NAME OWNED PERCENTAGE OWNED PERCENTAGE
- ----------------------------------------------- ------------------- -------------- ------------------- -------------
<S> <C> <C> <C> <C>
Jorge Mas ..................................... 13,923,726(1) 49.5% 13,923,726(1) 45.5%
Joel-Tomas Citron ............................. 223,811(2) * 223,811(2) *
Eliot C. Abbott ............................... 37,586(2) * 37,586(2) *
Arthur B. Laffer .............................. 124,845(2) * 124,845(2) *
Olaf Olafsson ................................. -- * -- *
Joseph P. Kennedy, II ......................... -- * -- *
William N. Shiebler ........................... 10,172 * 10,172 *
Jose S. Sorzano ............................... 39,336(2) * 39,336(2) *
Carmen M. Sabater ............................. 19,125(2) * 19,125(2) *
Jose Sariego .................................. 19,601(2) * 19,601(2) *
Arlene Vargas ................................. 1,000(2) * 1,000(2) *
American Express Company, American
Express Financial Corporation and Growth
Portfolio(3) ................................ 2,179,750(3) 7.7% 2,179,750(3) 7.1%
All executive officers and directors as a group
(11 persons) ................................ 14,399,202 51.1% 14,399,202 46.8%
</TABLE>

- ----------------
* Less than 1%

(1) Includes 7,890,811 shares owned directly by the Jorge L. Mas Canosa
Holdings I Limited Partnership (the "Family Partnership"), and indirectly
by Jorge Mas, as the sole officer and director of Jorge L. Mas Holdings
Corporation, a Texas corporation, the sole general partner of the Family
Partnership; and 5,587,311 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. Mas. Also
includes 188,447 shares owned of record by the Mas Family Foundation, a
Florida not-for-profit corporation (the "Family Foundation"); 157,000
shares covered by options exercisable within 60 days of October 20, 1999;
and 100,157 shares owned of record individually. Mr. 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. Jorge Mas
Holdings is the selling shareholder and has granted the underwriters the
right to purchase up to an additional 375,000 shares solely to cover
over-allotments. In the event these shares are sold, Jorge Mas Holdings
would own 5,212,311 shares and Mr. Mas would beneficially own 13,548,726
shares of our common stock, representing approximately 44.2% of our
outstanding shares.

(2) The amounts shown include shares covered by options exercisable within 60
days of October 20, 1999 as follows: Joel-Tomas Citron, 219,008 shares;
Eliot C. Abbott, 36,084 shares; Arthur B. Laffer, 33,334 shares; Jose S.
Sorzano, 37,834 shares; Carmen M. Sabater 16,000 shares; Jose Sariego,
11,991 shares and Arlene Vargas 1,000 shares.

(3) American Express Company ("AMEX"), American Express Financial Advisors
("AMEXFA") and Growth Portfolio ("GP") filed a Schedule 13G dated December
31, 1998 with the SEC reporting beneficial ownership of more than 5% of
our Common Stock. As reported in the Schedule 13G, GP possesses sole
voting power with respect to 1,800,000 shares and AMEX and AMEXFA possess
shared voting power with respect to 379,750 shares. As reported in the
Schedule 13G, AMEX and AMEXFA possess shared dispositive power with
respect to 2,179,750 shares, with respect to 1,800,000 of which GP also
possesses shared dispositive power.

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<PAGE>

DESCRIPTION OF OUR CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.10 per share, and 5,000,000 shares of preferred stock, par
value $1.00 per share. As of October 28, 1999 we had 28,156,768 shares of
common stock issued and outstanding and no shares of preferred stock issued and
outstanding.

COMMON STOCK

Each share of our common stock entitles its owner to one vote on all
matters submitted to a vote of our shareholders. The holders of our common
stock are entitled to receive dividends, when, as and if declared by our Board
of Directors, in its discretion, from funds legally available for the payment
of dividends. If we liquidate or dissolve, the owners of our common stock will
be entitled to share ratably in our assets, if any, legally available for
distribution to shareholders, but only after we have paid all of our debts and
liabilities.

Our common stock has no preemptive rights and no subscription, redemption
or conversion privileges and it is not subject to any further calls or
assessments by us. Our common stock does not have cumulative voting rights,
which means that the holders of a majority of the outstanding shares of our
common stock voting for the election of directors can elect all members of our
Board of Directors eligible for election in any year. See "--Florida law and
certain provisions of our Articles of Incorporation and By-Laws--Classified
Board of Directors and related provisions." A majority vote is also sufficient
for other actions that require the vote or concurrence of shareholders.

Currently, Jorge Mas, our Chairman, and other members of his family
beneficially own approximately 49% of the outstanding shares of our common
stock. They have the power to control our management and affairs. Upon the
completion of this offering, Mr. Mas and his family members will still own more
than 45% of the outstanding shares of our common stock. Accordingly, they will
remain in a position to effectively:

/bullet/ control the vote of most matters submitted to our shareholders,
including any merger, consolidation or sale of all or substantially all of
our assets;

/bullet/ elect all of the members of our Board of Directors;

/bullet/ prevent or cause a change in our control; and

/bullet/ decide whether we will issue additional common stock or other
securities or declare dividends.

All of the outstanding shares of our common stock are, and the shares of
our common stock which we are offering by this prospectus will be, when issued
and paid for, fully paid and nonassessable.

The transfer agent and registrar for our common stock is First Union
National Bank of North Carolina.

PREFERRED STOCK

Our Articles of Incorporation authorize our Board of Directors to issue
preferred stock in one or more series, to establish the number of shares to be
included in each such series and to fix the designations, powers, preferences
and rights of the shares of each series and any qualifications, limitations or
restrictions on those shares. The Board of Directors may establish a class or
series of

44
<PAGE>

preferred stock with preferences, powers and rights (including voting rights)
senior to the rights of the holders of our common stock. If we issue any of our
preferred stock it may have the effect of delaying, deferring or preventing a
change in our control.

FLORIDA LAW AND CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of Incorporation and our By-Laws contain certain provisions
that may make the acquisition of control of us more difficult.

BUSINESS COMBINATIONS. Our Articles of Incorporation contain certain
provisions which may make it more difficult for a person or entity that is the
holder of more than 10% of our outstanding voting stock to force us to approve
a "business combination." For purposes of this discussion, a "business
combination" includes any:

/bullet/ merger or consolidation of us with or into another corporation,

/bullet/ sale or lease of all or any substantial part of our property and
assets or

/bullet/ 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 Articles of Incorporation require at least 80% of the voting power of
all of our outstanding shares entitled to vote in the election of directors,
voting together as a single class, to vote in favor of a business combination
proposed by any holders of more than 10% of our outstanding voting stock in
order for that transaction to be approved. This voting requirement is not
applicable to business combinations if either:

/bullet/ 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

/bullet/ the transaction is proposed by a corporation of which we are the
majority owner.

CLASSIFIED BOARD OF DIRECTORS AND RELATED PROVISIONS. Our By-Laws provide
that the number of our directors will be six, but our Board of Directors and
our shareholders have the power to change the number of directors which make up
our Board of Directors by a majority vote. Our By-Laws also provide that our
Board of Directors will be divided into three classes of directors, with each
class having a number as nearly equal as possible and that directors will serve
for staggered three-year terms. As a result, one-third of our Board of
Directors will be elected each year. These classified board provision could
prevent a party who acquires control of a majority of our outstanding voting
stock from obtaining control of the Board of Directors until the second annual
shareholders meeting following the date the acquirer obtains its controlling
interest.

Our shareholders may remove any of our directors or our entire Board of
Directors if the votes in favor of removal constitute at least a majority of
all of our outstanding voting stock entitled to vote. However, our By-Laws also
provide that our shareholders may only remove our directors for "cause" and
only by a vote at a meeting which is called for the purpose of removing the
director or directors. The By-Laws define "cause" as failing to substantially
perform his duties to us (other than as a result of physical or mental
disability) or willfully engaging in gross misconduct injurious to us. If there
is a vacancy on our Board of Directors either a majority of our remaining
directors or our shareholders may fill the vacancy.

SHAREHOLDER ACTION BY WRITTEN CONSENT. Our By-Laws provide that any
actions which our shareholders may take at a shareholders' meeting can be taken
by written consent in lieu of a meeting. In order to effect a shareholder
action by written consent in lieu of a meeting holders of our

45
<PAGE>

outstanding stock having at least the minimum number of votes that would be
necessary to authorize the action at a shareholders' meeting must sign a
written consent which sets forth the action to be taken. If our shareholders
take any action by written consent in lieu of a meeting we must notify all of
our shareholders that did not consent to the action in writing within 10 days
after receiving the written consent and describe the action to them.

INDEMNIFICATION. Our Articles of Incorporation and By-Laws provide that we
will indemnify each of our directors and officers to the fullest extent
permitted by law. Our By-Laws permit us to purchase insurance on behalf of our
directors, officers, employees and agents against certain liabilities that they
may incur in those capacities, whether or not we would have the power to
indemnify them against such liabilities.

CERTAIN UNITED STATES TAX CONSEQUENCES FOR NON-U.S. INVESTORS

INTRODUCTION

The following is a summary of certain United States federal tax
consequences to non-U.S. investors of owning and disposing of common stock. In
this summary, "non-U.S. investor" means:

/bullet/ a nonresident alien individual,

/bullet/ a foreign corporation,

/bullet/ a nonresident alien fiduciary of a foreign estate or trust, or

/bullet/ a foreign partnership, one or more members of which is, for U.S.
tax purposes, a nonresident alien individual, a foreign corporation, or a
nonresident alien fiduciary of a foreign estate or trust.

This summary does not address all of the federal tax considerations that
may be relevant to you in light of your particular circumstances and also does
not discuss any state, local or foreign tax. This summary is based on current
provisions of the Internal Revenue Code, Treasury regulations, judicial
opinions, published positions of the Internal Revenue Service (the "IRS") and
other applicable authorities. These authorities are all subject to change,
possibly with retroactive effect. If you are considering buying common stock,
you should consult your tax advisor with respect to the current and future tax
consequences of investing in the common stock.

DISTRIBUTIONS

If distributions are paid on the shares of our common stock, these
distributions generally will constitute dividends for U.S. federal income tax
purposes to the extent paid from our current or accumulated earnings and
profits, as determined under U.S. federal income tax principles, and then will
constitute a return of capital that is applied against your basis in the common
stock to the extent these distributions exceed those earnings and profits. To
the extent a distribution, which is not a dividend, exceeds your basis in the
common stock, it shall be treated as gain from the sale or exchange of common
stock.

Dividends paid to a non-U.S. investor generally will be subject to
withholding of federal income tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty. To receive a reduced treaty rate,
you must furnish to us or our paying agent a completed IRS Form 1001 or W-8BEN
(or substitute form) certifying that you qualify for a reduced rate. Dividends
that are effectively connected with the conduct of a trade or business within
the United States or, if a treaty applies, attributable to a permanent
establishment within the United States, will be exempt if you provide us

46
<PAGE>

with an IRS Form 4224 or IRS Form W-8ECI (or substitute form). Dividends exempt
from withholding because they are effectively connected or attributable to a
permanent establishment will instead be taxed at ordinary federal income tax
rates on a net income basis. Further, if the non-U.S. investor is a
corporation, this effectively connected dividend income may also be subject to
an additional branch profits tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty. Under current Treasury
regulations, dividends paid before January 1, 2001 to an address outside the
United States are presumed to be paid to a resident of the country of address,
unless the payer has knowledge to the contrary for purposes of the withholding
discussed above and for purposes of determining the applicability of a tax
treaty rate. However, for dividends paid after December 31, 2000, this
presumption is eliminated.

SALE OR OTHER DISPOSITION OF COMMON STOCK

A non-U.S. investor generally will not be subject to federal income tax on
any gain recognized on the sale or other disposition of common stock, except in
the following circumstances:

(1) The gain will be subject to federal income tax if it is effectively
connected with a trade or business of the non-U.S. investor within the
United States or, if a treaty applies, is attributable to a permanent
establishment. Unless an applicable treaty provides otherwise, the
non-U.S. investor will be taxed on its net gains derived from the sale
under regular graduated U.S. federal income tax rates. If the non-U.S.
investor is a foreign corporation, it may be subject to an additional
branch profits tax.

(2) The gain will be subject to federal income tax if the non-U.S. investor is
an individual who holds the common stock as a capital asset, is present in
the United States for 183 or more days in the taxable year of the sale or
other disposition, and certain other conditions are met.

(3) The gain may be subject to federal income tax pursuant to federal income
tax laws applicable to certain expatriates.

(4) The gain may be subject to federal income tax if we are or have been within
the shorter of the five-year period preceding such disposition or the
period the non-U.S. investor held the common stock a "United States real
property holding corporation" and the non-U.S. investor held, at any time
during the five-year period ending on the date of disposition (or, of
shorter, the non-U.S. investor's holding period), more than 5 percent of
the outstanding common stock. We believe that we will not constitute a
United States real property holding corporation immediately after the
offering and do not expect to become a United States real property holding
corporation; however, we can give no assurance in this regard.

An individual non-U.S. holder described in clause 1 above will be taxed on
the net gain derived from the sale under regular graduated United States
federal income tax rates. An individual non-U.S. holder described in clause 2
above will be subject to a flat 30% tax on the gain derived from the sale,
which may be offset by United States capital losses, notwithstanding the fact
that the individual is not considered a resident of the United States. If a
non-U.S. holder that is a foreign corporation falls under clause 1 above, it
will be taxed on its gain under regular graduated United States federal income
tax rates and, in addition, may be subject to the branch profits tax equal to
30% of its effectively connected earnings and profits within the meaning of the
Internal Revenue Code for the taxable year, as adjusted for specified items,
unless it qualifies for a lower rate under an applicable income tax treaty.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under current law, backup withholding is a withholding tax imposed at the
rate of 31% on certain payments to persons that fail to furnish certain
information under the United States information reporting requirements. United
States backup withholding tax generally will not apply to dividends paid before
January 1, 2001 to a non-U.S. investor at an address outside the United States,
or to dividends

47
<PAGE>

paid after December 31, 2000 if the non-U.S. investor certifies that it is a
non-U.S. investor on an IRS Form W-8BEN or otherwise establishes an exemption.
We must report annually to the IRS and to each non-U.S. investor the amount of
dividends paid to such investor and the amount, if any, of tax withheld with
respect to such dividends. This information may also be made available to the
tax authorities in the non-U.S. investor's country of residence.

Payment of the proceeds of a sale of common stock by or through a United
States office of a broker is subject to both backup withholding and information
reporting unless the beneficial owner certifies under penalties of perjury that
is a non-U.S. holder, or otherwise establishes an exemption. In general, backup
withholding and information reporting will not apply to a payment of the
proceeds of a sale of common stock by or through a foreign office of a broker.
If, however, the broker is, for United States federal income tax purposes, a
U.S. person, a controlled foreign corporation, or a foreign person that derives
50% or more of its gross income for specified periods from the conduct of a
trade or business in the United States, such payments will be subject to
information reporting, but not backup withholding, unless:

/bullet/ the broker has documentary evidence in its records that the
beneficial owner is a non-U.S. holder and other conditions are met; or

/bullet/ the beneficial owner otherwise establishes an exemption.

FEDERAL ESTATE TAXES

Common stock owned or treated as owned by an individual who is not a
citizen or a "resident," which is specifically defined for federal estate tax
purposes, of the United States at the time of death, will be included in such
individual's gross estate for federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise.

48
<PAGE>

UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the U.S. underwriters named below,
for whom Morgan Stanley & Co. Incorporated, Jefferies & Company, Inc. and
Morgan Keegan & Company, Inc., are acting as U.S. representatives, and the
international underwriters named below for whom Morgan Stanley & Co.
International Limited, Jefferies International Limited and Morgan Keegan &
Company, Inc., are acting as international representatives, have severally
agreed to purchase, and we have agreed to sell to them, severally, the
respective number of shares of common stock set forth opposite the names of
such underwriters below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ------------------------------------------- -----------------
U.S. Underwriters:
<S> <C>
Morgan Stanley & Co. Incorporated
Jefferies & Company, Inc.
Morgan Keegan & Company, Inc.
Subtotal ................................ 2,000,000
---------
International Underwriters:
Morgan Stanley & Co. International Limited
Jefferies International Limited
Morgan Keegan & Company, Inc.
Subtotal ................................ 500,000
---------
Total ................................. 2,500,000
=========
</TABLE>

The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively
referred to as the "underwriters" and the "representatives," respectively. The
underwriters are offering the shares of common stock subject to their
acceptance of the shares from us and subject to prior sale. The underwriting
agreement provides that the obligations of the several underwriters to pay for
and accept delivery of the shares of common stock offered hereby are subject to
the approval of certain legal matters by their counsel and to certain other
conditions. The underwriters are obligated to take and pay for all of the
shares of common stock offered hereby (other than those covered by the U.S.
underwriters' over-allotment option described below) if any such shares are
taken. However, the underwriters are not required to take or pay for the shares
covered by the underwriters' over-allotment option described below.

Pursuant to the agreement between the U.S. and international underwriters,
each U.S. underwriter has represented and agreed that, with certain exceptions:

/bullet/ it is not purchasing any shares (as defined herein) for the
account of anyone other than a United States or Canadian person (as
defined herein); and

/bullet/ it has not offered or sold, and will not offer or sell, directly
or indirectly, any shares or distribute any prospectus relating to the
shares outside the United States or Canada or to anyone other than a
United States or Canadian person.

Pursuant to the agreement between the U.S. and the international
underwriters, each international underwriter has represented and agreed that,
with certain exceptions:

/bullet/ it is not purchasing any shares for the account of any United
States or Canadian person; and

/bullet/ it has not offered or sold, and will not offer or sell, directly
or indirectly, any shares or distribute any prospectus relating to the
shares in the United States or Canada or to any United States or Canadian
person.

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<PAGE>

With respect to any underwriter that is a U.S. underwriter and an
international underwriter, the foregoing representations and agreements (i)
made by it in its capacity as a U.S. underwriter apply only to it in its
capacity as a U.S. underwriter and (ii) made by it in its capacity as an
international underwriter apply only to it in its capacity as an international
underwriter. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the agreement
between the U.S. and international underwriters. As used herein, "United States
or Canadian person" means any national or resident of the United States or
Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside the United
States and Canada of any United States or Canadian person), and includes any
United States or Canadian branch of a person who is otherwise not a United
States or Canadian person. All shares of common stock to be purchased by the
underwriters under the underwriting agreement are referred to herein as the
"shares."

Pursuant to the agreement between the U.S. and international underwriters,
sales may be made between the U.S. underwriters and international underwriters
of any number of shares as may be mutually agreed. The per share price of any
shares sold shall be the public offering price set forth on the cover page of
this prospectus, in United States dollars, less an amount not greater than the
per share amount of the concession to dealers set forth below.

Pursuant to the agreement between the U.S. and international underwriters,
each U.S. underwriter has represented that it has not offered or sold, and has
agreed not to offer or sell, any shares, directly or indirectly, in any
province or territory of Canada or to, or for the benefit of, any resident of
any province or territory of Canada in contravention of the securities laws
thereof and has represented that any offer or sale of shares in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus in
the province or territory of Canada in which such offer or sale is made. Each
U.S. underwriter has further agreed to send to any dealer who purchases from it
any of the shares a notice stating in substance that, by purchasing such
shares, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, directly or indirectly, any of such shares in any
province or territory of Canada or to, or for the benefit of, any resident of
any province or territory of Canada in contravention of the securities laws
thereof and that any offer or sale of shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made, and that
such dealer will deliver to any other dealer to whom it sells any of such
shares a notice containing substantially the same statement as is contained in
this sentence.

Pursuant to the agreement between the U.S. and international underwriters,
each international underwriter has represented and agreed that:

/bullet/ it has not offered or sold and, prior to the date six months after
the closing date for the sale of the shares to the international
underwriters, will not offer or sell, any shares to persons in the United
Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995;

/bullet/ it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to the shares in, from or otherwise involving the United Kingdom;
and

/bullet/ it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the
offering of the shares to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 (as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on.

Pursuant to the agreement between the U.S. and international underwriters,
each international underwriter has further represented that it has not offered
or sold, and has agreed not to offer or sell,

50
<PAGE>

directly or indirectly, in Japan or to or for the account of any resident
thereof, any of the shares acquired in connection with the distribution
contemplated hereby, except for offers or sales to Japanese international
underwriters or dealers and except pursuant to any exemption from the
registration requirements of the Securities and Exchange Law and otherwise in
compliance with applicable provisions of Japanese law. Each international
underwriter has further agreed to send to any dealer who purchases from it any
of the shares a notice stating in substance that, by purchasing such shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, any of such shares, directly or indirectly, in Japan or to or
for the account of any resident thereof except for offers or sales to Japanese
international underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law and otherwise
in compliance with applicable provisions of Japanese law, and that such dealer
will send to any other dealer to whom it sells any of such shares a notice
containing substantially the same statement as is contained in this sentence.

The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price set forth on the
cover page hereof and part to certain dealers at a price that represents a
concession not in excess of $ a share under the public offering price. Any
underwriter may allow, and such dealers may reallow, a concession not in excess
of $ a share to other underwriters or to certain dealers. After the initial
offering of the shares of common stock, the offering price and other selling
terms may from time to time be varied by the representatives.

The selling shareholder has granted to the U.S. underwriters an option,
exercisable for 30 days from the date of this prospectus, to purchase up to an
aggregate of 375,000 additional shares of common stock at the public offering
price set forth on the cover page hereof, less underwriting discounts and
commissions. The U.S. underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, made in connection with the
offering of the shares of common stock offered hereby. To the extent such
option is exercised, each U.S. underwriter will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares of common stock as the number set forth next to such U.S.
underwriter's name in the preceding table bears to the total number of shares
of common stock set forth next to the names of all U.S. underwriters in the
preceding table. If the U.S. underwriters' option is exercised in full, the
total price to the public would be $ , the total underwriters' discounts
and commissions would be $ , the total proceeds to the selling shareholder
would be $ and the total proceeds to us would be unchanged.

Our common stock is listed on the New York Stock Exchange under the symbol
"MTZ" and we have applied to the New York Stock Exchange to have the shares of
our common stock that we will issue in the offering listed there subject to
official notice of issuance.

Each of the selling shareholder, us and our directors, executive officers
and certain of our other shareholders has agreed that, without the prior
written consent of Morgan Stanley & Co. Incorporated on behalf of the
underwriters, it will not, during the period ending 90 days after the date of
this prospectus:

/bullet/ 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 common stock; or

/bullet/ 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, whether any such transaction described
above is to be settled by delivery of common stock or such other
securities, in cash or otherwise.

51
<PAGE>

The restrictions described in the previous paragraph do not apply to:

/bullet/ the sale of shares to the underwriters;

/bullet/ the issuance by us of shares of common stock upon the exercise of
an option or a warrant or the conversion of a security outstanding on the
date of this prospectus of which the underwriters have been advised in
writing;

/bullet/ any private placement of shares of common stock to a strategic
investor who undertakes to be bound by the restrictions;

/bullet/ the issuance by us of shares of common stock as consideration for
the purchase by us of any business or assets; or

/bullet/ 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.

In order to facilitate the offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock. Specifically, the underwriters may over-allot in connection with
the offering, creating a short position in the common stock for their own
account. In addition, to cover over-allotments or to stabilize the price of the
common stock, the underwriters may bid for, and purchase, shares of common
stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing
shares of common stock in the offering, if the syndicate repurchases previously
distributed common stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the common stock above independent market
levels. The underwriters are not required to engage in these activities, and
may end any of these activities at any time.

The selling shareholder, the underwriters and us have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act.

From time to time, Morgan Stanley & Co. Incorporated, Jefferies & Company,
Inc. and Morgan Keegan & Company, Inc. have provided, and continue to provide,
investment banking services to us for which they have received customary fees
and commissions.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for us by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami,
Florida. Certain legal matters in connection with this offering will be passed
upon for the underwriters by Shearman & Sterling, New York, New York.

EXPERTS

The audited financial statements included in this Prospectus, except as
they relate to Sintel, S.A., have been audited by PricewaterhouseCoopers LLP,
independent accountants, and, insofar as they relate to Sintel, S.A., by Arthur
Andersen, independent accounts, whose reports thereon appear herein. Such
financial statements have been so included in reliance on the reports of such
independent accountants given on the authority of such firms as experts in
auditing and accounting.

52
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
the reports, statements and other information that we file, at the SEC's Public
Reference Room at 450 Fifth Street, N.W., in Washington, D.C. Please call the
SEC at 1-800-SEC-0330 for further information on their Public Reference Room.
Our SEC filings are also available from the New York Stock Exchange, from
commercial document retrieval services and from the internet site maintained by
the SEC at http://www.sec.gov.

The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with the SEC. This means that we may list our SEC
filings containing important disclosures rather than repeating them in full in
this prospectus. We incorporate by reference in this prospectus important
business and financial information about us that we have not included in this
prospectus. In addition, our filings with the SEC after the date of this
prospectus will update the information in this prospectus and the incorporated
filings. Our later filings also will be considered to be included in this
prospectus. We will provide you with a copy of any or all of the documents
incorporated by reference in this prospectus without charge. Direct your
request for copies to MasTec, Inc., 3155 N.W. 77th Avenue, Miami, Florida
33122-1205, telephone (305) 406-1813, Attention: Corporate Secretary.

The documents which we incorporate by reference consist of the documents
listed below and any future filings which we make with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended:

/bullet/ Our annual report on Form 10-K for the year ended December 31,
1998.

/bullet/ Our quarterly reports on Form 10-Q for the quarterly periods ended
March 31, 1999, June 30, 1999 and September 30, 1999.

/bullet/ Our definitive proxy statement dated April 14, 1999 and filed on
April 7, 1999.

All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act and prior to the termination of this
offering are incorporated by reference and become a part of this prospectus
from the date such documents are filed. Any statements contained in this
prospectus or in a document incorporated by reference are modified or
superceded for purposes of this prospectus to the extent that a statement
contained in any such document modifies or supercedes such statement. Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute a part of this prospectus.

For information about us, you should rely only on the information
contained in this prospectus or incorporated in this prospectus by reference.
We have not authorized anyone else to provide you with different or additional
information. The information in this prospectus is accurate as of the date of
the prospectus. We will update this information by means of supplemental or
revised prospectuses, and by the future filing of our reports with the SEC,
described above.

53
<PAGE>

MASTEC, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
-------
<S> <C>
Report of Independent Accountants ........................................................ F-2
Consolidated Statements of Operations
for the Years Ended December 31, 1996, 1997 and 1998 ................................... F-4
Consolidated Balance Sheets as of December 31, 1997 and 1998 ............................. F-5
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended December 31, 1996, 1997 and 1998 ................................... F-6
Consolidated Statements of Cash Flows
for the Years Ended December 31, 1996, 1997 and 1998 ................................... F-7
Notes to Consolidated Financial Statements ............................................... F-10
Consolidated Statement of Operations
for the three months and nine months ended September 30, 1998 and 1999 (unaudited) ..... F-27
Consolidated Balance Sheet
as of September 30, 1999 (unaudited) and December 31, 1998 ............................. F-28
Consolidated Statement of Changes in Shareholders' Equity
for the nine months ended September 30, 1998 and 1999 (unaudited) ...................... F-29
Consolidated Statement of Cash Flows
for the nine months ended September 30, 1998 and 1999 (unaudited) ...................... F-30
Notes to Consolidated Financial Statements (unaudited) ................................... F-31
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of MasTec, Inc.:

In our opinion, based upon our audits and the report of other auditors, the
accompanying consolidated balance sheets and the related consolidated
statements of operations, changes in shareholders' equity and cash flows
present fairly, in all material respects, the financial position of MasTec,
Inc. and its subsidiaries ("MasTec") at December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 in conformity with generally accepted
accounting principles. These consolidated financial statements are the
responsibility of MasTec's management; our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did
not audit the consolidated financial statements of Sintel, S.A., a wholly-owned
subsidiary until December 31, 1998 which statements reflect total assets of
$195.2 million at December 31, 1997 and total revenues of $207.2 million and
$207.6 million for the years ended December 31, 1997 and 1998, respectively.
Those statements were audited by other auditors whose report thereon has been
furnished to us, and our opinion expressed herein, insofar as it relates to the
amounts included for Sintel, S.A. is based solely on the report of the other
auditors. We conducted our audits of the consolidated financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall consolidated financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for the
opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Miami, Florida

February 10, 1999

F-2
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Sistemas e Instalaciones de Telecomunicacion, S.A. (Sintel)

We have audited the consolidated balance sheet of SINTEL, S.A. and
subsidiaries ("Sintel") as of December 31, 1998 and the related consolidated
statements of income and the accompanying notes, all expressed in Spanish
pesetas. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

The framework agreement entered into with Telefonica de Espana, S.A.,
whereby the latter guaranteed a minimum level of purchases from the Controlling
Company, expired on December 31, 1998. In view of this situation, the
Controlling Company is implementing a strategy consisting of the internal
rationalization of its operating structure and the expansion and
diversification of its production activities in Spain and Latin America, as
discussed in Note 1.

In relation to what is described in the previous paragraph, in 1998 the
Controlling Company restructured its operations which gave rise to an
extraordinary expense of Ptas. 1,810 million for indemnities to terminated
employees. In view of the extraordinary nature of this restructuring, the
Controlling Company's directors considered it appropriate to offset a portion
of this cost and reversed Ptas. 1,001 million of voluntary reserves with a
credit to income for the year. The recording of this transaction is detailed in
Notes 10 and 18. Although the use of voluntary reserves is unrestricted for the
Shareholder's Meeting, Spanish accounting regulations do not provide for the
reversal of this reserve and consequent recording as extraordinary revenues for
1998. Therefore, under generally accepted accounting principles, net income for
the year should be reduced, and voluntary reserves should be increased, by
Ptas. 1,001 million. However, this matter does not change the total balance of
consolidated shareholder's equity as of December 3, 1998.

Certain accounting practices of the Company used in preparing the
accompanying consolidated financial statements of Sintel conform with generally
accepted accounting principles in Spain, but do not conform with accounting
principles generally accepted in the United States. A description of these
differences (except the required cash flow statement, that it is not available)
and the adjustments required to conform the consolidated financial statements
to accounting principles generally accepted in the United States are set forth
in Note 21.

In our opinion, except as described in paragraphs 4 and 5 above, the
consolidated financial statements referred to above present fairly, in all
materials respects the consolidated financial position of SINTEL, S.A. and
subsidiaries as of December 31, 1998, and the results of their operations for
the year then ended, in conformity with generally accepted accounting
principles in the United States (see Note 21).

/s/ ARTHUR ANDERSEN

Arthur Andersen
Madrid, Spain

March 31, 1999

F-3
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1996 1997 1998
------------- ----------- -------------
<S> <C> <C> <C>
Revenue ....................................................... $ 472,800 $659,439 $1,048,922
Costs of revenue .............................................. 352,329 495,840 803,112
Depreciation and amortization ................................. 12,000 23,855 43,313
Compensation charge ........................................... -- -- 33,765
General and administrative expenses ........................... 58,529 82,261 140,472
--------- -------- ----------
Operating income ............................................. 49,942 57,483 28,260
Interest expense .............................................. 11,434 11,541 29,580
Interest income ............................................... 3,246 1,783 9,093
Other income (expense), net ................................... 769 8,332 (5,155)
--------- -------- ----------
Income before provision for income taxes, equity in earnings of
unconsolidated companies and minority interest ............... 42,523 56,057 2,618
Provision for income taxes .................................... 15,591 20,944 12,550
Equity in earnings of unconsolidated companies ................ 3,040 2,897 1,906
Minority interest ............................................. 93 (3,346) (5,889)
--------- -------- ----------
Net income (loss) ............................................. $ 30,065 $ 34,664 $ (13,915)
========= ======== ==========
Weighted average common shares outstanding .................... 24,703 26,460 27,489
Basic earnings (loss) per share ............................... $ 1.22 $ 1.31 $ (0.51)
Weighted average common shares outstanding .................... 25,128 27,019 27,489
Diluted earnings (loss) per share ............................. $ 1.20 $ 1.28 $ (0.51)
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-4
<PAGE>

MASTEC, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998(1)
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................................ $ 6,063 $ 19,864
Accounts receivable, unbilled revenue and retainage, net ......... 346,596 283,590
Inventories ...................................................... 8,746 12,658
Assets held for sale ............................................. 10,782 57,238
Other current assets ............................................. 22,009 59,601
-------- --------
Total current assets ........................................... 394,196 432,951
Property and equipment, net ....................................... 86,109 137,382
Investments in unconsolidated companies ........................... 48,160 5,886
Intangibles, net .................................................. 99,890 140,461
Other assets ...................................................... 1,869 18,806
-------- --------
Total assets ................................................... $630,224 $735,486
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of debt ....................................... $ 54,562 $ 11,143
Accounts payable and accrued expenses ............................ 166,596 84,372
Other current liabilities ........................................ 48,950 87,417
-------- --------
Total current liabilities ...................................... 270,108 182,932
-------- --------
Other liabilities ................................................. 41,924 37,592
-------- --------
Long-term debt .................................................... 94,495 310,689
-------- --------
Commitments and contingencies (Note 10)
Shareholders' equity:
Common stock ..................................................... 2,758 2,738
Capital surplus .................................................. 154,013 149,479
Retained earnings ................................................ 70,392 56,477
Accumulated other comprehensive income ........................... (3,466) (4,421)
-------- --------
Total shareholders' equity ..................................... 223,697 204,273
-------- --------
Total liabilities and shareholders' equity ..................... $630,224 $735,486
======== ========
</TABLE>

- ----------------
(1) Does not include financial condition of the Company's Spanish operations,
which were sold effective December 31, 1998.

The accompanying notes are an integral part of these consolidated
financial statements.

F-5
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
--------------------- CAPITAL RETAINED
SHARES AMOUNT SURPLUS EARNINGS
---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Balance December 31, 1995 .............. 26,435 $2,643 $ 134,186 $ 5,663
Net income ............................. 30,065
Foreign currency
translation adjustment ................
Stock issued from treasury for stock
options exercised ..................... 48
Tax benefit resulting from stock
option plan ........................... 513
Stock issued from treasury for
an acquisition ........................ 8,844
Stock issued for debentures
from treasury ......................... 5,492
---------
Balance December 31, 1996 .............. 26,435 2,643 149,083 35,728
Net income ............................. 34,664
Foreign currency translation
adjustment ............................
Stock issued from treasury for
options exercised ..................... 206
Tax benefit resulting from stock
option plan ........................... 1,538
Stock issued for acquisitions .......... 1,621 162 76,219
Stock issued from treasury for
an acquisition ........................ 4,479
Stock issued for stock dividend
from treasury ......................... (75,802)
Stock issued from treasury ............. 3,007
---------
Balance December 31, 1997 .............. 28,056 2,805 158,730 70,392
Retirement of treasury stock ........... (476) (47) (4,717) --
------ ------ --------- ----------
Balance December 31, 1997 .............. 27,580 2,758 154,013 70,392
Net loss ............................... (13,915)
Foreign currency translation
adjustment ............................
Stock issued, primarily for
acquisitions and stock
options exercised ..................... 469 47 8,721
Tax benefit resulting from stock
option plan ........................... 403
Repurchase of common stock ............. (667) (67) (13,658)
------ ------ ---------
Balance December 31, 1998 .............. 27,382 $2,738 $ 149,479 $ 56,477
====== ====== ========= ==========

<CAPTION>
FOREIGN ACCUMULATED
CURRENCY OTHER
TRANSLATION TREASURY COMPREHENSIVE
ADJUSTMENTS STOCK TOTAL INCOME
------------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
Balance December 31, 1995 .............. $ 1 $ (91,989) $ 50,504 $ 5,664
Net income ............................. 30,065 30,065
Foreign currency
translation adjustment ................ (803) (803) (803)
Stock issued from treasury for stock
options exercised ..................... 523 571 --
Tax benefit resulting from stock
option plan ........................... 513 --
Stock issued from treasury for
an acquisition ........................ 2,201 11,045 --
Stock issued for debentures
from treasury ......................... 6,117 11,609 --
--------- --------- ----------
Balance December 31, 1996 .............. (802) (83,148) 103,504 34,926
Net income ............................. 34,664 34,664
Foreign currency translation
adjustment ............................ (2,664) (2,664) (2,664)
Stock issued from treasury for
options exercised ..................... 979 1,185 --
Tax benefit resulting from stock
option plan ........................... 1,538 --
Stock issued for acquisitions .......... 76,381 --
Stock issued from treasury for
an acquisition ........................ 1,603 6,082 --
Stock issued for stock dividend
from treasury ......................... 75,802 -- --
Stock issued from treasury ............. 3,007 --
--------- ----------
Balance December 31, 1997 .............. (3,466) (4,764) 223,697 66,926
Retirement of treasury stock ........... -- 4,764 -- --
-------- --------- --------- ----------
Balance December 31, 1997 .............. (3,466) --- 223,697 66,926
Net loss ............................... (13,915) (13,915)
Foreign currency translation
adjustment ............................ (955) (955) (955)
Stock issued, primarily for
acquisitions and stock
options exercised ..................... 8,768 --
Tax benefit resulting from stock
option plan ........................... 403 --
Repurchase of common stock ............. (13,725) --
--------- ----------
Balance December 31, 1998 .............. $ (4,421) $ -- $ 204,273 $ 52,056
======== ========= ========= ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-6
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1996 1997 1998
------------ ------------ -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) .................................................. $ 30,065 $ 34,664 $ (13,915)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization ..................................... 12,000 23,855 43,313
Minority interest ................................................. (93) 3,346 5,889
Equity in earnings of unconsolidated companies .................... (3,040) (2,897) (1,906)
Deferred tax expense (benefit) .................................... 2,574 (4,991) 6,974
(Gain) loss on sale of assets ..................................... (365) (6,848) 8,918
Changes in assets and liabilities net of effect of acquisitions
and divestitures:
Accounts receivable, unbilled revenue and retainage, net ......... (12,013) (28,809) (34,942)
Inventories and other current assets ............................. (2,448) 64 (16,759)
Other assets ..................................................... (2,102) (10,889) (27,341)
Accounts payable and accrued expenses ............................ 24,492 5,348 (2,017)
Other current liabilities ........................................ (6,706) 7,326 13,385
Other liabilities ................................................ (4,942) (4,988) 4,548
--------- --------- ----------
Net cash provided by (used in) operating activities ................. 37,422 15,181 (13,853)
--------- --------- ----------
Cash flows from investing activities:
Capital expenditures ............................................... (7,059) (21,534) (76,445)
Cash paid for acquisitions, net of cash acquired ................... (5,034) (45,606) (75,745)
Distributions from unconsolidated companies ........................ -- 2,130 --
Investments in unconsolidated companies ............................ (1,212) (3,364) (13,384)
Repayment (advances) of notes receivable, net ...................... 1,273 565 (18,667)
Repayment of notes from shareholders ............................... -- 780 --
Net proceeds from sale of assets ................................... 9,404 29,628 5,600
--------- --------- ----------
Net cash used in investing activities ............................... (2,628) (37,401) (178,641)
--------- --------- ----------
Cash flows from financing activities:
Proceeds from revolving credit facilities .......................... 17,476 57,328 5,032
Proceeds from Senior Notes ......................................... -- -- 199,724
Other borrowings ................................................... 21,739 19,936 35,106
Debt repayments .................................................... (70,320) (59,059) (17,946)
Proceeds from issuance of common stock ............................. 792 6,264 3,779
Stock repurchased .................................................. -- -- (13,725)
Financing costs .................................................... -- (587) (4,993)
--------- --------- ----------
Net cash (used in) provided by financing activities ................. (30,313) 23,882 206,977
--------- --------- ----------
Net increase in cash and cash equivalents ........................... 4,481 1,662 14,483
Net effect of translation on cash ................................... (803) (353) (682)
Cash and cash equivalents--beginning of period ...................... 1,076 4,754 6,063
--------- --------- ----------
Cash and cash equivalents--end of period ............................ $ 4,754 $ 6,063 $ 19,864
========= ========= ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest ........................................................... $ 10,029 $ 8,727 $ 21,795
========= ========= ==========
Income taxes ....................................................... $ 11,676 $ 10,377 $ 6,593
========= ========= ==========
</TABLE>

(CONTINUED)

F-7
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
(IN THOUSANDS)

Supplemental disclosure of non-cash investing and financing activities:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1996 1997 1998
----------- ---------- ------------
<S> <C> <C> <C>
Acquisitions accounted for under purchase method of accounting:
Fair value of assets acquired:
Accounts receivable .......................................... $248,087 $ 43,966 $ 35,184
Inventories .................................................. 2,980 1,681 2,565
Other current assets ......................................... 12,661 2,127 1,615
Property and equipment ....................................... 13,148 27,480 27,168
Investments in unconsolidated companies ...................... 9,373 -- --
Real estate and other assets ................................. 6,385 3,973 3,830
-------- -------- --------
Total non-cash assets ....................................... 292,634 79,227 70,362
-------- -------- --------
Liabilities ................................................... 162,928 32,238 20,623
Long-term debt ................................................ 78,966 8,535 18,609
-------- -------- --------
Total liabilities assumed ................................... 241,894 40,773 39,232
-------- -------- --------
Net non-cash assets acquired .................................. 50,740 38,454 31,130
Cash acquired ................................................. 1,130 3,304 4,975
-------- -------- --------
Fair value of net assets acquired ............................. 51,870 41,758 36,105
Excess over fair value of assets acquired ..................... 4,956 98,088 55,314
-------- -------- --------
Purchase price ................................................ $ 56,826 $139,846 $ 91,419
======== ======== ========
Notes payable issued in acquisitions .......................... $ 36,561 $ 130 $ 10,199
Acquisition costs, cash paid and common stock issued
for acquisitions ............................................. 18,015 129,809 81,220
Contingent consideration ...................................... 2,250 9,907 --
-------- -------- --------
Purchase price ................................................ $ 56,826 $139,846 $ 91,419
======== ======== ========
Property acquired through financing arrangements .............. $ 8,550 $ 413 $ --
======== ======== ========
Disposal of Sintel:
Accounts receivable .......................................... $137,214
Inventories .................................................. 2,774
Other current assets ......................................... 37,722
Property and equipment ....................................... 17,251
Other assets ................................................. 2,825
--------
Total non-cash assets ....................................... 197,786
--------
Liabilities ................................................... 109,448
Long-term debt ................................................ 25,013
--------
Total liabilities ........................................... 134,461
--------
Net non-cash assets sold ...................................... 63,325
Cash .......................................................... 2,234
Investment retained ........................................... (4,072)
--------
Fair value of net assets sold ................................. 61,487
Net loss on sale .............................................. (9,222)
--------
Sale price .................................................... $ 52,265
========
Assumption of debt ............................................ 25,013
Seller financing .............................................. 27,252
--------
Sale price .................................................... $ 52,265
========
</TABLE>

(CONTINUED)

F-8
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)

In 1996, we issued approximately 198,000 shares of common stock for an
acquisition. Common stock was issued from treasury at a cost of $2.2 million.

In 1996, we converted $11.6 million of its 12% convertible subordinated
debentures into common stock. Common stock was issued from treasury at a cost
of $6.1 million.

In 1996, we purchased of an additional 3% interest in Supercanal was
financed in part by the sellers for $2 million.

In 1997, we issued approximately 1,621,000 shares of common stock for
domestic acquisitions, of which 250,000 shares were issued from treasury stock
at a cost of approximately $1.6 million.

In 1997, we converted a note receivable and accrued interest thereon
totaling $29 million into stock of Conecel.

In 1998, we issued approximately 158,200 shares of common stock primarily
as payment for contingent consideration related to 1997 acquisitions. In
addition, we issued approximately 58,600 shares as bonuses to certain employees
and fees to directors.

The accompanying notes are an integral part of these consolidated financial
statements.

F-9
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1997 AND 1998

NOTE 1--NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We are one of the preeminent builders of internal and external voice,
video, data, internet and other computer and communications networks for
leading telecommunications service providers, cable television operators,
Fortune 500 corporations and power companies. We design, install, construct and
maintain aerial, underground and buried copper, coaxial and fiber optic cable
networks as well as wireless antenna networks ("external network services").
Clients for our external network services include major domestic and
international telecommunication service providers, incumbent and competitive
local exchange carriers, cable television operators, long-distance carriers and
wireless phone companies. We also provide external network services to the
electric power industry ("power") that are similar to the services it provides
to telecommunications customers. Additionally, we design, install and maintain
integrated local and wide area networks and provides systems integration and
other value added services ("internal network services") for corporate
customers and other organizations with multiple locations.

For the years ended, December 31, 1996, 1997 and 1998, revenue expressed
as a percentage of North American revenue, generated by external network
services for telecommunications service providers was 77.1%, 74.6% and 68.1%,
respectively, by external network services for electric power companies was
1.3%, 5.2% and 18.0%, respectively, and by internal network services was 12.5%,
12.5% and 13.4%, respectively. We operated in 1998 principally in North America
(the United States and Canada), the Caribbean and Latin America ("CALA") and in
Spain (CALA and Spain combined are also referred to as "International").
Combined revenue generated by International operations, as a percentage of
total revenue was 39.8% in 1996, 42.8% in 1997 and 36.2% in 1998. See Note 9.

On December 31, 1998, we sold our Spanish operations, whose principal
customer was Telefonica.

In July and August 1997, we consummated two acquisitions, which were
accounted for as pooling of interests. In July 1998, we applied purchase
accounting to these acquisitions due to transactions contemplated with
management of such acquired companies that were later finalized in 1998 (see
Note 2). Accordingly, the consolidated financial statements include the results
of operations from the dates of such acquisitions and prior years have been
adjusted accordingly. The change in accounting resulted in increases in capital
surplus and intangibles assets of approximately $53.0 million as of December
1997. As to the statement of income, the adjusted 1997 revenue, net income and
earnings per share are $659.4 million, $34.7 million and $1.28, respectively,
in comparison to the originally reported amounts of $703.4 million, $42.7
million and $1.44, respectively.

A summary of the significant accounting policies followed in the
preparation of the accompanying consolidated financial statements is presented
below:

MANAGEMENT'S ESTIMATES. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The more significant estimates relate to our
reserve for allowance for bad debts, accrued workers' compensation claims, and
the realizability of certain intangibles and assets held for sale. Actual
results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
MasTec, Inc. and its subsidiaries. All material intercompany accounts and
transaction have been eliminated. Certain prior year amounts have been
reclassified to conform to the current presentation.

F-10
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 1--NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)
COMPREHENSIVE INCOME (LOSS). As reflected in the consolidated statement of
changes in shareholders' equity, comprehensive income is a measure of net
income and all other changes in equity that result from transactions other than
with shareholders. Comprehensive income (loss) consists of net income (loss)
and foreign currency translation adjustments.

FOREIGN CURRENCY. Assets and liabilities of foreign subsidiaries and
equity with a functional currency other than U.S. dollars are translated into
U.S. dollars at exchange rates in effect at the end of the reporting period.
Foreign entity revenue and expenses are translated into U.S. dollars at the
average rates that prevailed during the period. The resulting net translation
gains and losses are reported as foreign currency translation adjustments in
shareholders' equity as a component of other accumulated comprehensive income.
Exchange gains and losses on transactions and its equity investments
denominated in a currency other than their functional currency are generally
included in results of operations as incurred.

INTERNATIONAL OPERATIONS. We own interests in a number or foreign
operations, primarily in Latin America, which are subject to greater political,
monetary, economic and regulatory risks than its domestic operations. During
January 1999 the Brazilian government allowed its currency to trade freely
against other currencies resulting in an immediate devaluation of the Brazilian
REAIS. The impact of the devaluation on an operation depends on the
devaluation's effect on the local economy and the ability of an operation to
raise prices and/or reduce expenses. Additionally, the economies of other
countries in Latin America could be adversely impacted by Brazil's economic and
monetary problems. The likelihood and extent of further devaluation and
deteriorating economy conditions in Brazil and other Latin American countries
and the resulting impacts on MasTec's results of operations, financial position
and cash flows is not known.

REVENUE RECOGNITION. Revenue and related costs for short-term construction
projects (i.e., generally projects with a duration of less than one month) are
recognized as the projects are completed. Revenue generated by certain
long-term construction contracts are accounted for by the percentage-of-
completion method under which income is recognized based on the ratio of
estimated cost incurred to total estimated contract cost. Losses, if any, on
such contracts are provided for in full when they become known. Billings in
excess of costs and estimated earnings on uncompleted contracts are classified
as current liabilities. Any costs in excess of billings are classified as
current assets. Work in process on contracts is based on work performed but not
billed to customers as per individual contract terms.

We also provide management, coordination, consulting and administration
services for construction projects. Compensation for such services is
recognized ratably over the term of the service agreement.

EARNINGS PER SHARE. Basic earnings per common share is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding. Diluted earnings per common share include the
dilutive effect of stock options using the treasury stock method. The
difference between the weighted average common shares outstanding used to
calculate basic and diluted earnings relates to options assumed exercised under
the treasury method of accounting of approximately 425,000 and 559,000 at
December 31, 1996 and 1997, respectively.

F-11
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 1--NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)
Potentially dilutive shares, as of December 31, 1998 which have not been
included in the diluted per share calculation include 336,000 shares because
their effects would be anti-dilutive due to the loss incurred by us.
Accordingly, for 1998, diluted net loss per common share is the same as basic
net loss per common share.

CASH AND CASH EQUIVALENT. We consider all short-term investments with
maturities of three months or less when purchased to be cash equivalents. We
place our temporary cash investments with high credit quality financial
institutions. At times, such investments may be in excess of the F.D.I.C.
insurance limits. We have not experienced any loss to date on these
investments. At December 31, 1998, we had cash and cash equivalent in Brazilian
REALS of approximately $9.1 million.

INVENTORIES. Inventories (consisting principally of material and supplies)
are carried at the lower of first-in, first-out cost or market.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Depreciation and amortization are computed using the straight-line method over
the estimated useful lives of the respective assets. Leasehold improvements are
amortized over the shorter of the term of the lease or the estimated useful
lives of the improvements. Expenditures for repairs and maintenance are charged
to expense as incurred. Expenditures for betterments and major improvements are
capitalized. The carrying amounts of assets sold or retired and related
accumulated depreciation are eliminated in the year of disposal and the
resulting gains and losses are included in income.

INTANGIBLES AND OTHER LONG LIVED ASSETS. Assets and liabilities acquired
in connection with business combinations accounted for under the purchase
method are recorded at their respective estimated fair values. Goodwill
represents the excess of the purchase price over the estimated fair value of
net assets acquired, including the recognition of applicable deferred taxes,
and is amortized on a straight-line basis over a period ranging from 5 to 40
years, with a weighted average amortization period of 22 years. At December 31,
1997 and 1998, We had recorded intangibles primarily consisting of goodwill of
$99.9 million and $142.2 million, respectively (net of accumulated amortization
of $3.5 million in 1997 and $14.9 million in 1998).

We review long-lived assets, identifiable intangibles and goodwill and
reserves for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be fully recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of the assets to future undiscounted net cash flows expected to
be generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets or expected future
cash flows on an undiscounted basis. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.

ACCRUED INSURANCE. We are self-insured for certain property and casualty
and worker's compensation exposure and, accordingly, accrues the estimated
losses not otherwise covered by insurance.

INCOME TAXES. We record income taxes using the liability method of
accounting for deferred income taxes. Under this method, deferred tax assets
and liabilities are recognized for the expected

F-12
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 1--NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES--(CONTINUED)
future tax consequence of temporary differences between the financial statement
and income tax bases of our assets and liabilities. A valuation allowance is
established when it is more likely than not that any or all of the deferred tax
assets will not be realized.

STOCK BASED COMPENSATION. We adopted the disclosure provision of Statement
of Financial Accounting Standard No. 123, Accounting for Stock Based
Compensation ("SFAS 123") and retained the intrinsic value method of accounting
for such stock based compensation (see Note 6).

FAIR VALUE OF FINANCIAL INSTRUMENTS. We estimate the fair market value of
financial instruments through the use of public market prices, quotes from
financial institutions and other available information. Judgment is required in
interpreting data to develop estimates of market value and, accordingly,
amounts are not necessarily indicative of the amounts that we could realize in
a current market exchange. Our short-term financial instruments, including cash
and cash equivalents, accounts and notes receivable, accounts payable and other
liabilities, consist primarily of instruments without extended maturities, the
fair value of which, based on management's estimates, equaled their carrying
values. Long-term debt is carried at face value less unamortized discount,
$199.8 million at December 31, 1998. The fair value of our Senior Notes was
approximately $195.0 million at December 31, 1998. We use letters of credit to
back certain insurance policies. The letters of credit reflect fair value as a
condition of their underlying purpose and are subject to fees competitively
determined in the market place.

NOTE 2--ACQUISITIONS AND INVESTING ACTIVITIES

During 1997 and 1998, we completed 11 and 12 North America acquisitions,
respectively, which have been accounted for under the purchase method of
accounting. Accordingly, the results of operations of acquired companies have
been included in our consolidated results of operations from their respective
acquisition dates. Contingent consideration, to the extent earned, will be
recorded as additional goodwill. If the acquisitions had been made at the
beginning of 1997 or 1998, pro forma results of operations would not have
differed materially from actual results based on historical performance prior
to their acquisition by us. Acquisitions made in 1998 were: M.E. Hunter, Inc.
of Atlanta, Georgia, C & S Directional Boring, Inc. of Purcell, Oklahoma,
Office Communications Systems, Inc. of Inglewood, California, Phasecom Systems,
Inc. of Toronto, Canada, P&E Electric Company, Inc. of Nashville, Tennessee,
Lessard-Nyren Utilities, Inc. of Hugo, Minnesota, Electronic Equipment
Analyzers, Inc. of Raleigh, North Carolina, Cotton and Taylor of Las Vegas,
Nevada, Stackhouse, Inc. of Goldsboro, North Carolina, Martin Telephone
Contractors, Inc. of Cades, South Carolina, Barkers CATV Construction, Inc. of
Burleson, Texas and Fiber and Cable Works, Inc. of Roanoke, Virginia,
telecommunications infrastructure and utility contractors with operations
primarily in the western, northern and southeastern United States as well as
Canada. Of the total 1998 acquisitions, eight, two and two pertained to
external network services, power and internal network services, respectively.
Additionally, we made four international acquisitions of telecommunications
infrastructure contractors: CIDE Engenharia Ltda. of Brazil, Acietel Mexicana,
S.A. of Mexico, Artcom Services, Inc. of Puerto Rico ("Artcom") and Proyco
Ltda. of Colombia ("Proyco"). During 1998, we sold 87% of its Spanish
operations which included Artcom and Proyco.

We entered into agreements with certain senior management personnel at two
of its operating subsidiaries. These senior managers have agreed to multi-year
employment agreements and 10-year

F-13
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 2--ACQUISITIONS AND INVESTING ACTIVITIES--(CONTINUED)
non-competition and non-solicitation agreements. Under the definitive
agreements, we paid the senior managers compensation in the form of cash and
common stock options. The cash portion totals approximately $33.3 million, of
which approximately $13.3 million was paid in 1998 and approximately $20.0
million was paid in the first quarter of 1999. As a result of these agreements,
we recorded a non-recurring compensation charge of approximately $33.8 million
(including the value of vested stock options) in the fourth quarter of 1998.
Additionally at December 31, 1998, we had approximately $7.1 million due from
these employees which was received during February 1999.

On April 30, 1996, we purchased from Telefonica 100% of the capital stock
of Sistemas e Instalaciones de Telecomunicacion, S.A. ("Sintel"), a company
engaged in telecommunications infrastructure construction services in Spain,
Argentina, Chile, and Peru. In Argentina, Chile and Peru, MasTec operated
through unconsolidated corporations in which it held a 50% interest. On
December 31, 1998, we sold 87% of its Spanish operations to a group of
investors. The investor group included the chief executive officer of Sintel
and a member of its board of directors. We received $0.9 million (130.5 million
pesetas at an exchange rate of 142 pesetas to the dollar) on the date of
closing and through March 31, 1999 has received $10.2 million. Payment terms
are being re-negotiated not to extend beyond 1999. The sale included the
assumption of the remaining indebtedness of MasTec to Telefonica for the
purchase of the Spanish operations of $25.0 million (3.6 billion pesetas).

On July 31, 1997, we completed our acquisition of 51% of MasTec Inepar
S/A-Sistemas de Telecomunicacoes ("MasTec Inepar"), a newly formed Brazilian
telecommunications infrastructure contractor, for 250,000 shares of common
stock and $29.4 million in cash, of which $7.3 million remains outstanding.

Subsequent to December 31, 1998, we signed letters of intent to acquire
two external network and one internal network services contractors, subject to
a number of conditions.

NOTE 3--ACCOUNTS RECEIVABLE

Accounts receivable are presented net of an allowance for doubtful
accounts of $3.1 million, $3.1 million, and $7.3 million at December 31, 1996,
1997 and 1998, respectively. We recorded a provision for doubtful accounts of
$1.2 million, $0.7 million and $4.5 million during 1996, 1997 and 1998,
respectively. In addition, we recorded write-offs of $0.1 million, $0.7 million
and $0.3 million during 1996, 1997 and 1998, respectively.

Accounts receivable include retainage which has been billed but is not due
until completion of performance and acceptance by customers, and claims for
additional work performed outside original contract terms. Retainage aggregated
$10.2 million and $16.1 million at December 31, 1997 and 1998, respectively.

Included in accounts receivable is unbilled revenue of $97.5 million and
$83.3 million at December 31, 1997 and 1998, respectively. Such unbilled
amounts represent work performed but not billable to customers as per
individual contract terms, of which $49.5 million and $45.2 million at December
31, 1997 and 1998, respectively, are related to our Brazilian operations.

During 1998, we entered into a financing agreement to provide financing to
a customer. As of December 31, 1998, we had $41.8 million outstanding under
this agreement, of which approximately

F-14
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 3--ACCOUNTS RECEIVABLE--(CONTINUED)
$30.0 million and $11.8 million is reflected in accounts receivable and other
current assets, respectively, in the accompanying consolidated balance sheet as
of December 31, 1998. We will terminate the financing agreement as of April 30,
1999.

NOTE 4--PROPERTY AND EQUIPMENT

Property and equipment is comprised of the following as of December 31,
1997 and 1998 (in thousands):

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
1997 1998 (IN YEARS)
------------ ------------ -------------
<S> <C> <C> <C>
Land ................................... $ 8,430 $ 10,230
Buildings and improvements ............. 9,474 11,291 5 - 20
Machinery and equipment ................ 97,727 170,922 3 - 7
Office furniture and equipment ......... 5,810 9,319 3 - 5
--------- ---------
121,441 201,762
Less--accumulated depreciation ......... (35,332) (58,865)
--------- ---------
$ 86,109 $ 142,897
========= =========
</TABLE>

NOTE 5--DEBT

Debt is comprised of the following at December 31, (in thousands):

<TABLE>
<CAPTION>
1997 1998
------------ -----------
<S> <C> <C>
Revolving Credit Facility, at LIBOR plus 1.50% (6.96% at
December 31, 1997 and 7.06% at December 31, 1998) ................... $ 83,010 $ 106,300
Revolving Credit Facility, at MIBOR plus 0.30 (5.60% at
December 31, 1997) .................................................. 10,894 --
Other Spanish bank facilities at interest rates from 5.65% to 6.75% .. 17,438 --
Other bank facilities at LIBOR plus 1.25% (6.31% at
December 31, 1998) .................................................. -- 6,206
Notes payable for equipment, at interest rates from 7.5% to 8.5% due
in installments through the year 2000 ............................... 14,500 6,145
Notes payable for acquisitions, at interest rates from 7% to 8% due in
installments through February 2000 .................................. 23,215 3,431
Senior Notes, 7.75% due February 2008 ................................ -- 199,750
--------- ---------
Total debt ........................................................... 149,057 321,832
Less current maturities .............................................. (54,562) (11,143)
--------- ---------
Long-term debt ....................................................... $ 94,495 $ 310,689
========= =========
</TABLE>

In June 1997, we entered into a revolving line of credit agreement with a
group of banks as amended, (the "Credit Facility"). The Credit Facility
provides for borrowings up to an aggregate amount of $165.0 million. Amounts
outstanding under the revolving credit facility mature on June 9,

F-15
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 5--DEBT--(CONTINUED)
2000. Upon written request by us and at the bank's sole discretion, the
maturity date of the Credit Facility may be extended for successive annual
periods up to a final maturity date of June 9, 2002. We are required to pay an
unused facility fee ranging from .25% to .50% per annum on the facility,
depending upon certain financial covenants.

The Credit Facility is secured by a pledge of shares of certain of our
subsidiaries. Interest under the Credit Facility accrues at rates based, at our
option, on the agent bank's Base Rate plus a margin of up to .50% depending on
certain financial covenants or 1% above the overnight federal funds effective
rate, whichever is higher, or its LIBOR Rate (as defined in the Credit
Facility) plus a margin of 1.00% to 2.25%, depending on certain financial
covenants.

We had outstanding $18.7 million in standby letters of credit as of
December 31, 1998.

On January 30, 1998, we issued $200.0 million, 7.75% senior subordinated
notes (the "Senior Notes") due in February 2008 with interest due
semi-annually. The net proceeds were used primarily for acquisitions and other
corporate purposes.

The Credit Facility and the Senior Notes contain customary events of
default and covenants which prohibit, among other things, making investments in
excess of a specified amount, incurring additional indebtedness in excess of a
specified amount, paying dividends in excess of a specified amount, making
capital expenditures in excess of a specified amount, creating liens, prepaying
other indebtedness, including the Senior Notes, and engaging in certain mergers
or combinations without the prior written consent of the lenders. The Credit
Facility also provides that we must maintain certain financial ratio coverage,
requiring, among other things minimum ratios at the end of each fiscal quarter
of debt to earnings and earnings to interest expense.

At December 31, 1998 debt matures as follows:

<TABLE>
<S> <C>
1999 ...................... $ 11,143
2000 ...................... 109,063
2001 ...................... 1,503
2002 ...................... 345
2003 ...................... 28
Thereafter ................ 199,750
--------
$321,832
========
</TABLE>

NOTE 6--STOCK OPTION PLANS

Shares underlying stock options and exercise prices have been adjusted to
reflect the three-for-two stock split declared in 1997 by the Board of
Directors. Our only stock option plans currently in effect are the 1994 Stock
Incentive Plan (the "1994 Plan") and the 1994 Stock Option Plan for
Non-Employee Directors (the "Directors' Plan"). Under our 1976 stock option
plan, there are 5,250 shares available for grant and have been reserved for and
may still be issued in accordance with the terms of such plan.

The 1994 Plan authorizes the grant of options or awards of restricted
stock up to 2,500,000 shares of our common stock, of which 500,000 shares may
be awarded as restricted stock. As of December 31,

F-16
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 6--STOCK OPTION PLANS--(CONTINUED)
1998, options to purchase 1,567,695 (net of 464,255 stock options cancelled)
shares had been granted under the 1994 Plan. Options are exercisable at prices
and over periods established by the Compensation Committee of the Board of
Directors and must be exercised no later than 10 years from the date of grant.

The Directors' Plan authorizes the grant of options to purchase up to
600,000 shares of our common stock to the non-employee members of our Board of
Directors. Options to purchase 142,500 shares have been granted to Board
members through 1998. The options granted become exercisable ratably over a
three year period from the date of grant and may be exercised for a period of
up to ten years beginning the year after the date of grant at an exercise price
equal to the fair market value of such shares on the date the option is
granted.

In addition, during 1994 options to purchase 150,000 shares of common
stock at $3.83 per share were granted to a director outside the Directors' Plan
in lieu of the Director's Plan and annual fees paid to the director.
Compensation expense of $42,500 in connection with the issuance of this option
is being recognized annually over the five-year vesting period. The options are
exercisable ratably over a three to five year period beginning the year after
the date of grant and may be exercised for a period of up to ten years
beginning the year after the date of grant. In 1997, options to purchase
110,000 shares of common stock at fair market value on the date of grant were
granted to two executive officers outside the 1994 plan.

In connection with two acquisitions completed during 1997, options to
purchase 900,000 shares of our common stock at prices ranging from $17.50 to
$20.19 were granted to individuals during 1998 outside the 1994 Plan subject to
varying vesting schedules.

F-17
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 6--STOCK OPTION PLANS--(CONTINUED)
The following is a summary of all stock option transactions:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE FAIR
WEIGHTED VALUE OF
STOCK AVERAGE OPTIONS
OPTIONS EXERCISE PRICE EXERCISE PRICE GRANTED
------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C>
Outstanding December 31, 1995 ......... 676,800 $ 6.33 $ 0.10 - $ 8.92
Granted ............................... 306,000 17.05 7.42 - 28.58 $ 9.23
Exercised ............................. (82,200) 6.38 0.10 - 8.92
Canceled .............................. (2,700) 5.29 5.29 - 8.92
------- ------ ---------------
Outstanding December 31, 1996 ......... 897,900 9.98 0.10 - 28.58
Granted ............................... 1,254,950 24.96 21.09 - 48.19 $19.97
Exercised ............................. (201,950) 5.58 0.10 - 21.83
Canceled .............................. (343,475) 23.62 5.29 - 48.19
--------- ------ ---------------
Outstanding December 31, 1997 ......... 1,607,425 17.06 0.10 - 31.63
Granted ............................... 1,234,250 19.17 12.97 - 31.88 $13.29
Exercised ............................. (101,990) 11.38 1.33 - 21.09
Canceled .............................. (110,580) 19.47 5.29 - 31.63
--------- ------ ---------------
Outstanding December 31, 1998 ......... 2,629,105 $18.32 $ 0.10 - $31.88
========= ====== ===============
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
STOCK OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------- ---------------------------
WEIGHTED WEIGHTED WEIGHTED
RANGE OF AVERAGE AVERAGE AVERAGE
EXERCISE NUMBER OF REMAINING EXERCISE NUMBER OF EXERCISE
PRICES STOCK OPTIONS CONTRACTUAL LIFE PRICE STOCK OPTIONS PRICE
- ------------------ --------------- ------------------ ---------- --------------- ---------
<S> <C> <C> <C> <C> <C>
.10 - .10 3,600 4.50 $ 0.10 3,600 $ 0.10
3.83 - 5.29 94,200 5.19 4.83 35,700 5.29
6.83 - 9.81 327,430 6.41 8.66 181,330 8.73
12.97 - 17.50 532,500 9.98 17.34 166,667 17.50
20.19 - 31.88 1,671,375 8.62 21.32 674,911 21.09
--------- ---- ------ ------- ------
2,629,105 8.49 $18.32 1,062,208 $17.82
========= ==== ====== ========= ======
</TABLE>

We have reflected below the 1996, 1997 and 1998 earnings as if
compensation expense relative to the fair value of the options granted had been
recorded under the provisions of SFAS No. 123 "Accounting for Stock-Based
Compensation." The fair value of each option grant was estimated using the
BlackScholes option-pricing model with the following assumptions used for
grants in 1996, 1997 and 1998, respectively: a five, six and five year expected
life for 1996, 1997 and 1998, respectively; volatility factors of 57%, 82% and
72%, respectively; risk-free interest rates of 6.1%, 5.5% and 4.3%,
respectively; and no dividend payments.

F-18
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 6--STOCK OPTION PLANS--(CONTINUED)
Had compensation cost for our options plans been determined and recorded
in accordance with SFAS No. 123, our net income and earnings per share would
have been reduced to the pro forma amounts as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -------------
<S> <C> <C> <C>
Net income (loss):
As reported ...................... $30,065 $34,664 $ (13,915)
======= ======= =========
Pro forma ........................ $29,211 $28,797 $ (28,472)
======= ======= =========
Basic earnings (loss) per share:
As reported ...................... $ 1.22 $ 1.31 $ (0.51)
Pro forma ........................ $ 1.18 $ 1.09 $ (1.04)
Diluted earnings (loss) per share:
As reported ...................... $ 1.20 $ 1.28 $ (0.51)
Pro forma ........................ $ 1.16 $ 1.07 $ (1.04)
</TABLE>

The 1996, 1997 and 1998 pro forma effect on net income (loss) is not
necessarily representative of the effect in future years because it does not
take into consideration pro forma compensation expense related to grants made
prior to 1995 and does not reflect a tax benefit related to the compensation
expense given that the options are considered incentive stock options and such
benefit, if any, cannot be presently determined.

NOTE 7--INCOME TAXES

The provision (benefit) for income taxes consists of the following (in
thousands):

<TABLE>
<CAPTION>
1996 1997 1998
---------- --------- -----------
<S> <C> <C> <C>
Current:
Federal ........................... $ 10,891 $ 9,583 $ 3,198
Foreign ........................... 5,347 4,465 1,376
State and local ................... 1,536 1,670 1,002
-------- ------- -------
17,774 15,718 5,576
-------- ------- -------
Deferred:
Federal ........................... (1,965) 2,730 2,119
Foreign ........................... -- 2,040 5,430
State and local ................... (218) 456 (575)
-------- ------- -------
(2,183) 5,226 6,974
-------- ------- -------
Provision for income taxes ......... $ 15,591 $20,944 $12,550
======== ======= =======
</TABLE>

F-19
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 7--INCOME TAXES--(CONTINUED)
The tax effects of significant items comprising our net deferred tax
liability as of December 31, 1997 and 1998 are as follows (in thousands):

<TABLE>
<CAPTION>
1997 1998
------------ ------------
<S> <C> <C>
Deferred tax assets:
Non-compete ......................................... $ -- $ 5,951
Bad debts ........................................... 1,104 5,680
Accrued self insurance .............................. 2,100 4,566
Operating loss and tax credit carry forward ......... 1,565 1,186
All other ........................................... 6,446 6,603
-------- --------
Total deferred tax assets ............................ 11,215 23,986
-------- --------
Deferred tax liabilities:
Installment sale .................................... -- 6,271
Accounts receivable retainage ....................... 3,866 6,973
Property and equipment .............................. 7,536 9,208
Asset re-evaluations ................................ 6,066 5,677
All other ........................................... 5 3,420
-------- --------
Total deferred tax liabilities ....................... 17,473 31,549
Valuation allowance ................................. 1,376 211
-------- --------
Net deferred tax liability ........................... $ (7,634) $ (7,774)
======== ========
</TABLE>

The net deferred tax liability includes deferred items resulting from
acquisitions made during the period which are not reflected as part of the
deferred tax provision. Deferred tax assets of $1.2 million for 1997 have been
recorded in current assets in the accompanying consolidated financial
statements. The net change in the valuation allowance for deferred tax assets
was a decrease of $1.2 million.

A reconciliation of U.S. statutory federal income tax expense on the
earnings from continuing operations is as follows:

<TABLE>
<CAPTION>
L996 1997 1998
------ ------ --------
<S> <C> <C> <C>
U.S. statutory federal rate applied to pretax income .......... 35% 35% 35%
State and local income taxes .................................. 2 2 10
Effect of non-U.S. tax rates .................................. (1) (1) (23)
Amortization of intangibles ................................... -- -- 58
Gain on sale of Spanish operations ............................ -- -- 329
Non-deductible expenses ....................................... -- -- 37
Other ......................................................... 1 1 33
-- -- ---
Provision for income taxes .................................... 37% 37% 479%
== == ===
</TABLE>

No provision have been made for the years ended December 31, 1997 and 1998
for U.S. income taxes on the undistributed earnings of the foreign subsidiaries
since it is our intention to utilize those earnings in the foreign operations
for an indefinite period of time. During 1998, we sold our interest in its
Spanish operations which resulted in a tax liability of $7.8 million. At
December 31, 1998,

F-20
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 7--INCOME TAXES--(CONTINUED)
undistributed earnings of the remaining foreign subsidiaries amounted to $11.8
million. If the earnings of such foreign subsidiaries were not indefinitely
reinvested, a deferred tax liability of $0.2 million would be required.

The Internal Revenue Service (the "IRS") examined the tax returns for the
fiscal years ended April 30, 1989 through April 30, 1993. During 1998, the IRS
concluded its examination which resulted in a payment of approximately
$150,000. The IRS is currently reviewing the tax returns filed by us for the
years ended December 31, 1995 and 1996. No adjustments have been proposed to
date related to this review.

NOTE 8--CAPITAL STOCK

We have authorized 100,000,000 shares of common stock, $0.10 par value. At
December 31, 1997 and 1998, approximately 28,056,000 and 27,382,000 shares of
common stock were issued, 27,580,000 and 27,382,000 shares were outstanding
(adjusted for the stock split), respectively, and 476,000 and 0 were held in
treasury, at cost (after giving effect to the stock split paid in the form of a
dividend from treasury stock), respectively. At December 31, 1997 and 1998,
MasTec had 5,000,000 shares of authorized but unissued preferred stock.

NOTE 9--OPERATIONS BY GEOGRAPHIC AREAS AND SEGMENTS

We derive a substantial portion of its revenue from providing
telecommunications infrastructure services to Telefonica, BellSouth and
Telebras. For the year ended December 31, 1996, approximately 31% and 13% of
our revenue was derived from services performed for Telefonica and BellSouth,
respectively. For the year ended December 31, 1997, approximately 27%, 13% and
11% of our revenue was derived from services performed for Telefonica,
BellSouth and Telebras, respectively. For the year ended December 31, 1998,
approximately 19%, 7% and 8% of MasTec's revenue was derived from services
performed for Telefonica, BellSouth and Telebras, respectively. For the year
ended December 31, 1997, revenue generated from Telebras is included from
August 1, 1997 (See Note 2). For the year ended December 31, 1998, revenue
generated from Telebras is included from January 1, 1998 through July 31, 1998,
subsequent to that period Telebras was privatized and divided into more than
eight unaffiliated companies owned by private investors. Accounts receivable
from our three largest customers approximated $192.0 million at December 31,
1997.

EXTERNAL NETWORK SERVICES. Our principal domestic business consists of
external network services for telecommunications providers, including incumbent
and competitive local exchange carriers, cable television operators,
long-distance carriers and wireless communications providers. External network
services consist of all of the services necessary to design, install and
maintain the physical facilities used to provide telecommunications services
from the provider's cable head-end to the ultimate consumer's home or business.
These services include the placing and splicing of cable, the excavation of
trenches in which to place the cable, the placing of related structures such as
poles, anchors, conduits, manholes, cabinets and closures, the placing of drop
lines from the main transmission lines to the customer's home or business, and
the maintenance and removal of these facilities. We have developed expertise in
directional boring, a highly specialized and increasingly common method of
placing buried cable networks in congested urban markets without digging a
trench. Services to many of these customers are provided under exclusive master
contracts with two to three year initial terms expiring at various dates.

F-21
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 9--OPERATIONS BY GEOGRAPHIC AREAS AND SEGMENTS--(CONTINUED)
We provide a full range of external network services to its
telecommunications company customers, although certain of our customers handle
certain of these services in-house. Our customers generally supply materials
such as cable, conduit and telephone equipment, and we provide the expertise,
personnel, tools and equipment necessary to perform the required installation
and maintenance services.

INTERNAL NETWORK SERVICES. We provide design, installation and maintenance
of internal networks linking the customers' voice, video, data and internet
computer and communications networks at multiple locations. We also provide
systems integration services, which involve the selection, configuration,
installation and maintenance of software, hardware, other computing and
communications equipment and cabling to provide an integrated computing and
communications system. Internal network services is less capital intensive than
external network construction but requires a more technically proficient work
force. We provide these services to its customers nationwide, primarily on the
east and west coasts of the United States.

Internal network services consist of designing, installing and maintaining
local area networks and wide area networks linking the customers' voice
communications networks at multiple locations with their data and video
services. This type of work is similar to external network construction; both
involve the placing and splicing of copper, coaxial and fiber optic cables.
Inside wiring is less capital intensive than external network construction but
requires a more technically proficient work force. Our contract with primary
contractors to provide services under subcontracts that are similar to master
contracts in the external network business. We also provide internal network
services on individual projects that are awarded on a competitive bid basis or
through individual negotiation.

EXTERNAL NETWORK ENERGY. We provide external network services to power
companies, including investor-owned utilities and rural cooperatives. These
services, which are substantially similar to the external network services
provided to telecommunications companies, include overhead and underground
construction and maintenance of electrical and other utilities transmission and
distribution networks, substation construction and maintenance, right-of-way
maintenance and restoration of asphalt and concrete surfaces. The work often
involves the installation and splicing of high-voltage transmission and
distribution lines. Services to many of these customers are provided under
exclusive master contracts with two to three year initial terms expiring at
various dates, as well as on a project by project basis awarded under
competitive bidding and individual negotiations. We currently have 42 master
service agreements with power companies.

F-22
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 9--OPERATIONS BY GEOGRAPHIC AREAS AND SEGMENTS--(CONTINUED)
The following table set forth, for each of 1996, 1997 and 1998, certain
information about segment results of operations and segment assets (in
thousands).

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
TELECOMMUNICATIONS NETWORK ENERGY
1996 NETWORKS SERVICES NETWORKS INTERNATIONAL OTHER(1) CONSOLIDATED
- ----------------------------- -------------------- ---------- ---------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ..................... $219,559 $35,524 $3,773 $188,155 $ 25,789 $472,800
======== ======= ====== ======== ========= ========
Operating income (loss) ..... 35,838 4,303 566 19,733 (10,498) 49,942
Depreciation and
amortization .............. 8,718 484 522 2,058 218 12,000
Total assets ................ 105,333 16,140 2,890 259,624 99,031 483,018
Capital expenditures ........ 3,714 689 320 -- 2,336 7,059
</TABLE>

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
TELECOMMUNICATIONS NETWORK ENERGY
1997 NETWORKS SERVICES NETWORKS INTERNATIONAL OTHER(1) CONSOLIDATED
- ----------------------------- -------------------- ---------- ---------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ..................... $284,415 $47,285 $19,693 $282,392 $ 25,654 $659,439
======== ======= ======= ======== ========= ========
Operating income (loss) ..... 42,344 3,565 607 21,450 (10,483) 57,483
Depreciation and
amortization ................ 16,210 1,022 2,888 3,013 722 23,855
Total assets ................ 192,594 50,305 33,805 293,288 60,232 630,224
Capital expenditures ........ 16,387 1,113 1,223 1,879 932 21,534
</TABLE>

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
TELECOMMUNICATIONS NETWORK ENERGY
1998 NETWORKS SERVICES NETWORKS INTERNATIONAL OTHER(1) CONSOLIDATED
- ------------------------------ -------------------- ---------- ---------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ...................... $455,798 $ 89,687 $120,218 $379,294 $ 3,925 $1,048,922
======== ======== ======== ======== ========= ==========
Operating income (loss) 58,974 (3,411) 10,910 15,167 (53,380) 28,260
Depreciation and
amortization ................. 24,600 1,617 10,095 6,029 972 43,313
Total assets ................. 303,088 60,659 86,809 152,125 132,805 735,486
Capital expenditures ......... 41,946 2,361 25,872 5,003 1,263 76,445
</TABLE>

- ----------------
(1) Consists of non-core construction and corporate operations.

There are no significant transfers between geographic areas and segments.
Operating income consists of revenue less operating expenses, and does not
include interest expense, interest and other income, equity in earnings of
unconsolidated companies, minority interest and income taxes. Operating income
is net of corporate general and administrative expenses. Total assets are those
assets used in our operations in each segment. Corporate assets include cash
and cash equivalents, investments in unconsolidated companies, assets held for
sale and notes receivable.

F-23
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 10--COMMITMENTS AND CONTINGENCIES

In December 1990, Albert H. Kahn, a stockholder of ours, filed a purported
class action and derivative suit in Delaware state court against us, the
then-members of our Board of Directors, and National Beverage Corporation
("NBC"), our then-largest stockholder. The complaint alleges, among other
things, that our Board of Directors and NBC breached their respective fiduciary
duties in approving certain transactions.

In November 1993, Mr. Kahn filed a class action and derivative complaint
against us, the then members of our Board of Directors, and Jorge L. Mas, Jorge
Mas and Juan Carlos Mas, our principal shareholders. The 1993 lawsuit alleges,
among other things, that our Board of Directors and NBC breached their
respective fiduciary duties by approving the terms of the acquisition of MasTec
by the Mas family, and that the Mas family had knowledge of the fiduciary
duties owed by NBC and our Board of Directors and knowingly and substantially
participated in the breach of these duties. The lawsuit also claims
derivatively that each member of our Board of Directors engaged in
mismanagement, waste and breach of fiduciary duties in managing our affairs
prior to the acquisition by the Mas Family.

There has been no activity in either of these lawsuits in more than two
years. We believe that the allegations in each of the lawsuits are without
merit and intends to defend these lawsuits vigorously.

In November 1997, Church & Tower filed a lawsuit against Miami-Dade County
(the "County") in Florida state court alleging breach of contract and seeking
damages exceeding $3.0 million in connection with the County's refusal to pay
amounts due to Church & Tower under a multi-year agreement to perform road
restoration work for the Miami-Dade Water and Sewer Department ("MWSD"), a
department of the County, and the County's wrongful termination of the
agreement. The County has refused to pay amounts due to Church & Tower under
the agreement until alleged overpayments under the agreement have been
resolved, and has counterclaimed against us and is seeking damages. The County
also has refused to award a new road restoration agreement for MWSD to Church &
Tower, which was the low bidder for the new agreement. We are vigorously
pursuing this lawsuit.

We are a party to other pending legal proceedings arising in the normal
course of business, none of which MasTec believes is material to our financial
position or results of operations.

Federal, state and local laws and regulations govern our operation of
underground fuel storage tanks. We are in the process of removing, restoring
and upgrading these tanks, as required by applicable laws, and has identified
certain tanks and surrounding soil which will require remedial cleanups. The
cost of these cleanups is not expected to be material.

In connection with certain contracts, we have signed certain agreements of
indemnity in the aggregate amount of approximately $194.4 million, of which
approximately $145.3 million relate to the uncompleted portion of contracts in
process. These agreements are to secure the fulfillment of obligations and
performance of the related contracts.

During 1998, we provided a customer financing in connection with the sale
of its services. As of December 31, 1998, we had $41.8 million outstanding
under this agreement. We anticipate that it will provide an additional $8.0
million of financing under this agreement. We expect to terminate the financing
agreement as of April 30, 1999.

F-24
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 10--COMMITMENTS AND CONTINGENCIES--(CONTINUED)
We have entered into an agreement to expand the telephone network of the
Nicaraguan telephone company. We are not currently rendering construction
services in Nicaragua and is seeking non-recourse outside financing for the
project before proceeding.

We have committed to continue developing a PCS cellular phone system
through its investment in Paraguay. We anticipate investing approximately $13.0
million for the development of this system over the next 12 months.

We announced a stock repurchase program in April 1998. Through December
31, 1998, we purchased a total of 667,000 shares at an average price of $20.58.
The Credit Facility restricts the amount of shares that we may repurchase up to
an additional amount of $5.5 million (see Note 5).

Our current and future operations and investments in certain foreign
countries are generally subject to the risks of political, economic or social
instability, including the possibility of expropriation, confiscatory taxation,
hyper-inflation or other adverse regulatory or legislative developments, or
limitations on the repatriation of investment income, capital and other assets.
We cannot predict whether any of such factors will occur in the future or the
extent to which such factors would have a material adverse effect on our
international operations.

NOTE 11--ASSETS HELD FOR SALE

In previous years, we recorded a charge of $23.1 million to adjust the
carrying values of its real estate investment to estimated net realizable value
based on offers received to dispose of certain real estate investments in a
bulk transaction. Included in assets held for sale in the accompanying balance
sheet is approximately $10.5 million of real estate at December 31, 1998. We
are actively marketing this real estate and expect to dispose of substantially
all these assets in 1999.

We have a 28% voting interest in Supercanal Holding, S.A. ("Supercanal"),
a holding company of numerous cable television operators predominately in
Argentina. We do not exercise significant influence over the management of
Supercanal. During 1998, we contributed an additional $1.7 million. Based on
the most recent available financial information, for the nine months ended
September 30, 1998, Supercanal incurred losses of $53.0 million (unaudited) and
reflected a shareholders' deficiency of $5.0 million (unaudited).

In July 1995, we made a $25 million non-recourse term loan collateralized
by 40% of the capital stock of a holding company that owned 52.6% of the
capital stock of Consorcio Ecuatoriano de Telecomunicaciones, S.A. ("Conecel"),
one of two cellular phone operators in the Republic of Ecuador. In June 1997,
we converted our loan and accrued interest into the stock of the holding
company. In December 1997, we sold our investment in the holding company for
$20.0 million in cash and 7.5 million shares of Conecel common stock valued at
$25.0 million. Accordingly, we recognized a gain of $4.4 million net of tax
based of the percent of cash received to the total transaction value.

During January 1999, we engaged investment bankers to dispose of our
investments in Supercanal and Conecel which have a carrying value at December
31, 1998 of $33.9 million. We also have other international investments with a
carrying value of $5.6 million recorded as assets held for sale as of December
31, 1998. We estimate that the carrying value of such assets held for sale will
be realized upon their ultimate disposition.

F-25
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

NOTE 12--QUARTERLY INFORMATION (UNAUDITED)

The following table presents unaudited quarterly operating results for the
two years ended December 31, 1998. We believe that all necessary adjustments
have been included in the amounts stated below to present fairly the quarterly
results when read in conjunction with the Consolidated Financial Statements and
Notes thereto for the years ended December 31, 1997 and 1998. Results of
operations for any particular quarter are not necessarily indicative of results
of operations for a full year or predictive of future periods. Quarterly
results have been adjusted to reflect the application of purchase accounting to
acquisitions previously accounted for as pooling of interests (see Note 1).

<TABLE>
<CAPTION>
1997 1998
QUARTER ENDED QUARTER ENDED
----------------------------------------------- -----------------------------------------------
MAR 31 JUN 30 SEP 30 DEC 31 MAR 31 JUN 30 SEP 30 DEC 31
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA
Revenue ..................... $130,143 $141,499 $184,562 $203,235 $ 186,095 $246,106 $288,606 $ 328,115
Gross profit, excluding
depreciation and
amortization ............... 36,928 39,675 41,688 44,918 33,129 59,878 $ 70,093 82,710
Operating income (loss) ..... 15,495 17,614 16,772 7,602 (13,599) 20,011 26,289 (4,441)
Net income (loss) ........... 9,287 10,826 8,498 6,053 (12,099) 9,395 13,413 (24,624)
Basic earnings (loss)
per share .................. $ 0.36 $ 0.42 $ 0.32 $ 0.22 $ (0.44) $ 0.34 $ 0.49 $ (0.90)
Diluted earnings (loss)
per share .................. $ 0.36 $ 0.41 $ 0.31 $ 0.22 $ (0.44) $ 0.33 $ 0.48 $ (0.90)
</TABLE>

We believe that the effects of inflation have not had a significant impact
on our results of operations or financial condition. Our results of operations
have historically been seasonally weaker in the first and fourth quarters of
the year and have produced stronger results in the second and third quarters.

During the third quarter of 1997, we commenced operations in Brazil,
through our subsidiary MasTec Inepar.

During the fourth quarter of 1997, we sold at a gain of $4.4 million net
of taxes a portion of Conecel.

First quarter of 1998 was negatively affected by severe weather, $4.0
million related to charges incurred in North American operations and $13.4
million of severance expenses related to our Spanish operations.

During the fourth quarter of 1998, we sold at a loss of $9.2 million
($17.0 million net of taxes) 87% of our Spanish operations.

During the fourth quarter of 1998, we recorded a $33.8 million
compensation charge for senior management at certain operating subsidiaries,
$4.5 million for losses on a non-core contract, $1.4 million for startup costs
and $500,000 associated with bad debts reserves.

* * * * * * * * * * * *

F-26
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1999 1998(1) 1999 1998(1)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue ................................................ $301,092 $288,606 $746,576 $720,807
Costs of revenue ....................................... 227,760 218,513 568,126 557,707
Depreciation and amortization .......................... 14,037 11,830 40,551 30,994
General and administrative expenses .................... 24,560 31,974 64,493 99,406
-------- -------- -------- --------
Operating income ...................................... 34,735 26,289 73,406 32,700
Interest expense ....................................... 7,273 7,788 20,815 19,916
Interest income ........................................ 2,753 2,621 8,495 6,010
Other income, net ...................................... (358) 1,053 (57) 2,467
-------- -------- -------- --------
Income before provision for income taxes, equity
in earnings of unconsolidated companies and
minority interest .................................... 29,857 22,175 61,029 21,261
Provision for income taxes ............................. 12,405 8,966 25,354 9,769
Equity in earnings of unconsolidated companies ......... -- 803 -- 1,558
Minority interest ...................................... (306) (599) (2,000) (2,344)
-------- -------- -------- --------
Net income ............................................. $ 17,146 $ 13,413 $ 33,675 $ 10,706
======== ======== ======== ========
Weighted average common shares outstanding ............. 28,052 27,428 27,693 27,640
Basic earnings per share ............................... $ 0.61 $ 0.49 $ 1.22 $ 0.39
Weighted average common shares outstanding ............. 28,725 27,672 28,214 28,010
Diluted earnings per share ............................. $ 0.60 $ 0.48 $ 1.19 $ 0.38
</TABLE>

- ----------------
(1) 1998 results include the Company's Spanish operations which were sold
effective December 31, 1998. Included in the 1998 results above are
revenue and net income of $59.6 million and $2.1 million, respectively,
for the three months ended and revenue and net loss of $151.4 million and
$4.8 million, respectively for the nine months ended September 30, 1998.

The accompanying notes are an integral part of these consolidated
financial statements.

F-27
<PAGE>

MASTEC, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998(1)
--------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................................ $ 28,656 $ 19,864
Accounts receivable, unbilled revenue and retainage, net ......... 259,818 283,590
Inventories ...................................................... 21,131 12,658
Assets held for sale ............................................. 72,179 57,238
Other current assets ............................................. 29,375 59,601
--------- --------
Total current assets ............................................ 411,159 432,951
Property and equipment, net ....................................... 153,586 137,382
Investments in unconsolidated companies ........................... 5,893 5,886
Intangibles, net .................................................. 152,798 140,461
Other assets ...................................................... 18,103 18,806
--------- --------
Total assets .................................................... $ 741,539 735,486
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of debt ....................................... $ 13,207 11,143
Accounts payable and accrued expenses ............................ 84,071 84,372
Other current liabilities ........................................ 70,886 87,417
--------- --------
Total current liabilities ....................................... 168,164 182,932
--------- --------
Other liabilities ................................................. 43,760 37,592
--------- --------
Long-term debt .................................................... 289,953 310,689
--------- --------
Commitments and contingencies
Shareholders' equity:
Common stock ..................................................... 2,817 2,738
Capital surplus .................................................. 164,054 149,479
Retained earnings ................................................ 90,152 56,477
Foreign currency translation adjustments ......................... (17,361) (4,421)
--------- --------
Total shareholders' equity ...................................... 239,662 204,273
--------- --------
Total liabilities and shareholders' equity ...................... $ 741,539 735,486
========= ========
</TABLE>

- ----------------
(1) Does not include financial condition of the Company's Spanish operations,
which were sold effective December 31, 1998.

The accompanying notes are an integral part of these consolidated
financial statements.

F-28
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
FOREIGN
COMMON STOCK CURRENCY
--------------------- CAPITAL RETAINED TRANSLATION
SHARES AMOUNT SURPLUS EARNINGS ADJUSTMENTS TOTAL
---------- -------- ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1998 .......... $27,382 $2,738 $149,479 $56,477 $ (4,421) $ 204,273
Net income ......................... 33,675 33,675
Foreign currency
translation adjustments .......... (12,940) (12,940)
Stock issued ....................... 784 79 14,575 14,654
------- ------ -------- ---------
Balance September 30, 1999 ......... $28,166 $2,817 $164,054 $90,152 $ (17,361) 239,662
======= ====== ======== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-29
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1999 1998
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ..................................................... $ 33,675 10,706
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization ........................................ 40,551 30,994
Minority interest .................................................... 2,000 2,344
Loss (gain) on sale of assets ........................................ 3,488 (246)
Equity in earnings of unconsolidated companies ....................... -- (1,558)
Changes in assets and liabilities net of effect of acquisitions:
Accounts receivables, unbilled revenue and retainage, net ........... (16) (31,829)
Inventories and other current assets ................................ (11,826) 5,293
Other assets ........................................................ 4,204 (16,374)
Accounts payable and accrued expenses ............................... 5,802 (1,407)
Other current liabilities ........................................... (3,549) 4,616
Other liabilities ................................................... 1,324 12,362
--------- -------
Net cash provided by operating activities .............................. 75,653 14,901
--------- -------
Cash flows from investing activities:
Capital expenditures .................................................. (57,659) (57,460)
Cash paid for acquisitions (net of cash acquired) and
contingent consideration ............................................ (13,311) (74,946)
Investment in unconsolidated companies held for sale .................. (20,778) (20,853)
Repayments (advances) of notes receivable ............................. 18,667 (30,794)
Proceeds from sale of international subsidiary ........................ 15,914 --
Proceeds from sale of assets .......................................... 12,521 3,623
--------- -------
Net cash used in investing activities .................................. (44,646) (180,430)
--------- --------
Cash flows from financing activities:
(Repayments) proceeds, net from revolving credit facilities ........... (21,297) 24,393
Proceeds from Senior Notes ............................................ -- 199,724
Proceeds (repayments) of debt ......................................... (808) (35,766)
Net proceeds (payments) for common stock issued (repurchased) ......... 3,343 (9,677)
Financing costs ....................................................... -- (4,993)
--------- --------
Net cash (used in) provided by financing activities .................... (18,762) 173,681
--------- --------
Net increase in cash and cash equivalents .............................. 12,245 8,152
Effect of translation on cash .......................................... (3,453) 68
Cash and cash equivalents--beginning of period ......................... 19,864 6,063
--------- --------
Cash and cash equivalents--end of period ............................... $ 28,656 14,283
========= ========
</TABLE>

(CONTINUED)

F-30
<PAGE>

MASTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the nine months ended September 30, 1999, we completed certain
acquisitions which have been accounted for as purchases. The fair value of the
net assets acquired totaled $3,478 and was comprised primarily of $6,986 of
accounts receivable, $2,125 of property and equipment, $677 of other assets and
$266 in cash, offset by $6,576 of assumed liabilities. The excess of the
purchase price over the fair value of net assets acquired was $7,250 and was
allocated to goodwill. We also issued 527,597 shares of common stock with a
value of $11,314 related to the payment of contingent consideration from
earlier acquisitions. Of the $11,314, $2,314 was recorded as a reduction of
other current liabilities and $9,000 as additional goodwill.

During the nine months ended September 30, 1998, we completed certain
acquisitions which have been accounted for as purchases. The fair value of the
net assets acquired totaled $88,219 and was comprised primarily of $32,568 of
accounts receivable $26,414 of property and equipment, $7,035 of other assets
and $4,644 in cash, offset by $36,548 of assumed liabilities. The excess of the
purchase price over the net assets acquired was $54,106 and was allocated to
goodwill.

The accompanying notes are an integral part of these consolidated financial
statements.

F-31
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)

NOTE 1--BASIS FOR PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of MasTec,
Inc. ("MasTec" or the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. They do
not include all information and notes required by generally accepted accounting
principles for complete financial statements and should be read together with
the audited financial statements and notes thereto included in our annual
report on Form 10-K for the year ended December 31, 1998. The balance sheet
data as of December 31, 1998 was derived from audited financial statements but
does not include all disclosures required by generally accepted accounting
principles. The financial information furnished reflects all adjustments,
consisting only of normal recurring accruals, which are, in the opinion of
management, necessary for a fair presentation of the financial position,
results of operations and cash flows for the quarterly periods presented. The
results of operations for the periods presented are not necessarily indicative
of our future results of operations for the entire year.

Our comprehensive income (loss) for the nine months ended September 30,
1999 and 1998 was $20.7 million and $12.2 million, respectively. The components
of comprehensive income (loss) are net income (loss) and foreign currency
translation adjustments.

NOTE 2--ACQUISITIONS AND INVESTING ACTIVITIES

During 1999, we acquired Directional Advantage Boring, Inc., Central
Trenching, Inc. and Queens Network Cable Corp., three telecommunications
infrastructure service providers. These acquisitions have been accounted for
under the purchase method of accounting. The most significant adjustments to
the balance sheet resulting from these acquisitions are disclosed in the
supplemental disclosure of non-cash investing and financing activities in the
accompanying statement of cash flows.

NOTE 3--DEBT

Debt is comprised of the following (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
--------------- -------------
<S> <C> <C>
Revolving credit facility, weighted average rate of 6.96% at September 30,
1999 and 7.06% at December 31, 1998 .................................... $ 85,276 $ 106,300
Other bank facilities at LIBOR plus 1.25% (6.90% at September 30, 1999
and 6.31% at December 31, 1998) ........................................ 9,290 6,206
Notes payable for equipment, at interest rates from 7.5% to 8.5% due in
installments through the year 2000 ..................................... 4,240 6,145
Notes payable for acquisitions, at interest rates from 7.0% to 8.0% due in
installments through February 2000 ..................................... 4,586 3,431
Senior Notes, 7.75% due February 2008 .................................... 199,768 199,750
--------- ---------
Total debt ............................................................... 303,160 321,832
Less current maturities .................................................. (13,207) (11,143)
--------- ---------
Long-term debt ........................................................... $ 289,953 $ 310,689
========= =========
</TABLE>

F-32
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)

NOTE 3--DEBT--(CONTINUED)
We have a revolving line of credit with a group of banks (as amended, the
"Credit Facility") that provides for borrowings up to an aggregate amount of
$165.0 million. Amounts outstanding under the revolving credit facility mature
on June 9, 2001. We are required to pay an unused facility fee ranging from
.25% to .50% per annum on the facility, depending upon certain financial
covenants.

On January 30, 1998, we issued $200.0 million, 7.75% senior subordinated
notes (the "Senior Notes") due in February 2008 with interest due
semi-annually.

The Credit Facility and the Senior Notes contain customary events of
default and covenants which prohibit, among other things, making investments in
excess of a specified amount, incurring additional indebtedness in excess of a
specified amount, paying dividends in excess of a specified amount, making
capital expenditures in excess of a specified amount, creating certain liens,
prepaying other indebtedness, including the Senior Notes, and engaging in
certain mergers or combinations without the prior written consent of the
lenders. The Credit Facility also provides that we must maintain certain
financial ratio coverages at the end of each fiscal quarter such as debt to
earnings and earnings to interest expense.

NOTE 4--OPERATIONS BY SEGMENTS AND GEOGRAPHIC AREAS

The following table sets forth, for the three months and nine months ended
September 30, 1999 and 1998, certain information about segment results of
operations and segment assets (in thousands):

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
THREE MONTHS TELECOMMUNICATIONS NETWORK ENERGY
1999 NETWORK SERVICES NETWORK INTERNATIONAL(1) OTHER(2) CONSOLIDATED
- ------------------------ -------------------- ---------- --------- ------------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ................ 220,601 $31,974 $38,626 $9,891 $ -- $301,092
Operating income (loss) 35,082 2,106 2,509 (687) (4,275) 34,735
Depreciation and
amortization ......... 8,912 686 3,258 753 428 14,037
</TABLE>

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
THREE MONTHS TELECOMMUNICATIONS NETWORK ENERGY
1998 NETWORK SERVICES NETWORK INTERNATIONAL(1) OTHER(2) CONSOLIDATED
- ------------------------ -------------------- ---------- --------- ------------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ................ 138,174 $26,006 $34,086 $89,703 $ 637 $288,606
Operating income (loss) 21,470 1,235 3,726 3,431 (3,573) 26,289
Depreciation and
amortization ......... 5,964 768 2,516 2,383 199 11,830
</TABLE>

F-33
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)

NOTE 4--OPERATIONS BY SEGMENTS AND GEOGRAPHIC AREAS--(CONTINUED)

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
NINE MONTHS TELECOMMUNICATIONS NETWORK ENERGY
1999 NETWORK SERVICES NETWORK INTERNATIONAL(1) OTHER(2) CONSOLIDATED
- ------------------------------ -------------------- ---------- ----------- ------------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ...................... 517,121 $72,280 $113,762 $ 41,991 $ 1,422 $746,576
Operating income (loss) 73,860 3,065 8,733 1,883 (14,135) 73,406
Depreciation and
amortization ................ 25,728 1,899 9,356 2,381 1,187 40,551
Total assets ................. 408,070 62,148 89,923 103,408 79,619 743,168
Capital expenditures ......... 47,739 819 8,128 86 887 57,659
</TABLE>

<TABLE>
<CAPTION>
EXTERNAL INTERNAL EXTERNAL
NINE MONTHS TELECOMMUNICATIONS NETWORK ENERGY
1998 NETWORK SERVICES NETWORK INTERNATIONAL(1) OTHER(2) CONSOLIDATED
- ------------------------------ -------------------- ---------- --------- ------------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ...................... 318,939 $ 65,205 $82,715 $246,428 $ 7,520 $720,807
Operating income (loss) 41,631 (3,949) 8,046 (624) (12,404) 32,700
Depreciation and
amortization ................ 18,642 1,550 6,407 4,500 (105) 30,994
Total assets ................. 300,798 65,978 88,337 333,848 105,403 894,364
Capital expenditures ......... 38,197 1,310 10,681 2,725 4,547 57,460
</TABLE>

- ----------------
(1) International for 1998 includes the results of the Company's Spanish
operations which were sold effective December 31, 1998.

(2) Consists of non-network construction operations and corporate expenses.

There are no significant transfers between geographic areas and segments.
Operating income consists of revenue less operating expenses, and does not
include interest expense, interest and other income, equity in earnings of
unconsolidated companies, minority interest and income taxes. Consolidated
operating income is net of corporate general and administrative expenses. Total
assets are those assets used in our operations in each segment. Corporate
assets include cash and cash equivalents, investments in unconsolidated
companies, assets held for sale and notes receivable.

NOTE 5--COMMITMENTS AND CONTINGENCIES

During 1999, we had provided vendor financing to a telecommunications
customer in connection with the sale of our services. All amounts due under
this financing arrangement were paid in full in September 1999.

We have a $28.4 million investment in a PCS wireless system in Paraguay
which is held for sale and are committed to spend an additional $5.0 million to
complete the system. In September 1999, the Paraguayan telecommunications
regulatory agency rescinded its previous revocation of our license to develop
the system, reaffirmed the grant of the license to us and extended the deadline
for us to complete the system. The terms of our license now require us to
complete the system by January 31, 2000. Our Paraguayan subsidiary is under a
preliminary investigation for alleged improper conduct by certain of its
employees in connection with the license. Although, we believe that the
allegations are baseless, we are cooperating with the investigators.

F-34
<PAGE>

MASTEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)

NOTE 5--COMMITMENTS AND CONTINGENCIES--(CONTINUED)
Included in assets held for sale at September 30, 1999 is approximately
$34.0 million of investments in Argentina and Ecuador, which have defaulted on
their third-party debt obligations. We do not guarantee any of their
indebtedness.

We are monitoring our investments in Argentina, Ecuador and Paraguay and
have determined that the carrying values of these assets as of September 30,
1999 have not been impaired. There can be no assurance that future transactions
or events will not result in a permanent impairment of these assets.

We sold 87% of our Spanish operations effective December 31, 1998 for
$27.2 million in cash payable in four installments and $25.0 million of assumed
debt. As of September 30, 1999, $12.5 million of the cash purchase price plus
accrued interest had not been paid when due, however we received $1.8 million
subsequently (a portion of which is in escrow), which has reduced the
outstanding balance to $10.7 million. We have posted a $3.0 million letter of
credit for the benefit of the Spanish operations to be used for working
capital.

F-35
<PAGE>

[GRAPHIC OMITTED]

<PAGE>

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED NOVEMBER 1, 1999

2,500,000 SHARES

[GRAPHIC OMITTED]

COMMON STOCK

---------------
MASTEC, INC. IS OFFERING 2,500,000 SHARES OF ITS COMMON STOCK.

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 11.

---------------
PRICE $ A SHARE

---------------

A SELLING SHAREHOLDER HAS GRANTED THE UNDERWRITERS THE RIGHT TO PURCHASE UP TO
AN ADDITIONAL 375,000 SHARES OF COMMON STOCK TO COVER OVER-ALLOTMENTS. WE WILL
NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SUCH SHARES.

MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE SHARES TO PURCHASERS
ON , 1999.

---------------
MORGAN STANLEY DEAN WITTER

JEFFERIES INTERNATIONAL LIMITED

MORGAN KEEGAN & COMPANY, INC.

, 1999
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following statement sets forth the estimated amount of expenses (other
than underwriting discounts and commissions) to be borne by the Registrant in
connection with the Offerings:

<TABLE>
<S> <C>
SEC Registration Fee .................. $16,801.31
Legal Fees and Expenses ............... 100,000
Accounting Fees and Expenses .......... 30,000
Printing and Mailing Expenses ......... 50,000
Miscellaneous Expenses ................ 103,199
----------
TOTAL FEES AND EXPENSES ............. $ 300,000
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 607.0831 of the Florida Business Corporation Act (the "Florida
Act") provides that a director is not personally liable for monetary damages to
the corporation or any person for any statement, vote, decision or failure to
act regarding corporate management or policy, by a director, unless: (a) the
director breached or failed to perform his duties as a director; and (b) the
director's breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) a circumstance under
which the director is liable for an improper distribution; (iv) in a proceeding
by, or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interests of
the corporation, or willful misconduct; or (v) in a proceeding by or in the
right of someone other than the corporation or a shareholder, recklessness or
an act or omission which was committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human rights, safety
or property.

Section 607.0850 of the Florida Act provides that a corporation shall have
the power to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation), by reason of
the fact that he is or was a director, officer or employee or agent of the
corporation, against liability incurred in connection with such proceeding if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 607.0850 also provides that a corporation shall have the
power to indemnify any person, who was or is a party to any proceeding by, or
in the right of, the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Section 607.0850 further provides that such indemnification shall be authorized
if such person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made under this provision in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Section
607.0850 further provides that to the extent that a director, officer, employee
or agent has been successful on the merits or otherwise in defense of any of
the foregoing proceedings, or in defense of any claim, issue or matter therein,
he shall be indemnified

II-1
<PAGE>

against expenses actually and reasonably incurred by him in connection
therewith. Under Section 607.0850, any indemnification under the foregoing
provisions, unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
the indemnification of the director, officer, employee or agent is proper under
the circumstances because he has met the applicable standard of conduct.
Notwithstanding the failure of a corporation to provide such indemnification,
and despite any contrary determination by the corporation in a specific case, a
director, officer, employee or agent of the corporation who is or was a party
to a proceeding may apply for indemnification to the appropriate court and such
court may order indemnification if it determines that such person is entitled
to indemnification under the applicable standard.

Section 607.0850 also provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 607.0850.

The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify to the fullest extent authorized by the Florida Act, each
person who is involved in any litigation or other proceeding because such
person is or was a director or officer of the Registrant, against all expense,
loss or liability reasonably incurred or suffered in connection therewith. The
Registrant's By-Laws provide that a director or officer may be paid expenses
incurred in defending any proceeding in advance of its final disposition upon
receipt by the Registrant of an undertaking, by or on behalf of the director or
officer, to repay all amounts so advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.

The Registrant has obtained primary and excess insurance policies insuring
the directors and officers of the Registrant and its subsidiaries against
certain liabilities they may incur in their capacity as directors and officers.
Under such policies, the insurer, on behalf of the Registrant, may also pay
amounts for which the Registrant has granted indemnification to the directors
or officers.

ITEM 16. EXHIBITS

The following exhibits either are filed herewith or incorporated by
reference to documents previously filed or will be filed by amendment, as
indicated below:

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------
<S> <C>
1 Form of Underwriting Agreement between the Registrant and the Underwriters.*
4 Indenture, dated as of February 4, 1998, between the Registrant and First Trust National
Association, as trustee, relating to the Registrant's 7 3/4% 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 Form of Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. regarding
validity of the shares of Common Stock being offered.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5
above).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen, LLP.
24 Power of Attorney (included with signature pages to this Registration Statement).
</TABLE>

- ----------------
* To be filed by amendment

II-2
<PAGE>

ITEM 17. UNDERTAKINGS

a. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act), that is incorporated by reference in the registration
statement 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.

b. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(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-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 29th day of October,
1999.

MASTEC, INC.

Joel-Tomas Citron
Vice-Chairman of the Board of
Directors,
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jorge Mas, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments, to this
Registration Statement or any registration statement relating to this offering
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- ------------------------------------ -----------------
<S> <C> <C>
/s/ Jorge Mas Chairman of the Board of Directors October 29, 1999
Jorge Mas
/s/ Joel-Tomas Citron Vice-Chairman of the Board of October 29, 1999
Directors, President and
Joel-Tomas Citron
Chief Executive Officer
(Principal Executive Officer)
/s/ Carmen Sabater Senior Vice President and October 29, 1999
Chief Financial Officer
Carmen Sabater
(Principal Financial Officer)
/s/ Arlene Vargas Vice President and Controller October 29, 1999
(Principal Accounting Officer)
Arlene Vargas
/s/ Eliot C. Abbott Director October 29, 1999
Eliot C. Abbott
/s/ Joseph P. Kennedy, II Director October 29, 1999
Joseph P. Kennedy, II
/s/ Arthur B. Laffer Director October 29, 1999
Arthur B. Laffer
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ---------- -----------------
<S> <C> <C>
/s/ Olaf Olafsson Director October 29, 1999
Olaf Olafsson
/s/ William L. Shiebler Director October 29, 1999
William L. Shiebler
/s/ Jose S. Sorzano Director October 29, 1999
Jose S. Sorzano
</TABLE>

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------
<S> <C>
5 Form of Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. regarding
validity of the shares of Common Stock being offered.
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5
above).
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen, LLP.
</TABLE>

EXHIBIT 5

LAW OFFICES
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
---------
MIAMI (305) 789-3200 $ BROWARD (954) 463-5440
FAX (305) 789-3395

<TABLE>
<S> <C> <C> <C>
- ------------------------------ ----------------------------- -------------------------------- ----------------------------------

E. RICHARD ALHADEFF THEODORE A. JEWELL STEVEN D. RUBIN OWEN S. FREED
LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON MIMI L. SALL SENIOR COUNSEL
STUART D. AMES MICHAEL I. KEYES NICOLE S. SAYFIE
ALEXANDER ANGUEIRA ROBERT T. KOFMAN RICHARD E. SCHATZ DAVID M. SMITH
LAWRENCE J. BAILIN CHAD K. LANG DAVID M. SEIFER LAND USE CONSULTANT
PATRICK A. BARRY FRANK J. LOPEZ JOSE G. SEPULVEDA
SHAWN BAYNE TERRY M. LOVELL JAY B. SHAPIRO
SUSAN FLEMING BENNETT JOY SPILLIS LUNDEEN MARTIN S. SIMKOVIC TAMPA OFFICE
LISA K. BERG GEOFFREY MacDONALD CURTIS H. SITTERSON SUITE 2200
MARK J. BERNET MICHAEL C. MARSH RONNI D. SOLOMON SUNTRUST FINANCIAL CENTRE
HANS C. BEYER BRIAN J. McDONOUGH MARK D. SOLOV 401 EAST JACKSON STREET
MATTHEW W. BUTTRICK ANTONIO R. MENENDEZ EUGENE E. STEARNS TAMPA, FLORIDA 33602
ELLEN I. CHO FRANCISCO J. MENENDEZ JENNIFER D. STEARNS ----------------
SETH THOMAS CRAINE ALISON W. MILLER BRADFORD SWING (813) 223-4800
PETER L. DESIDERIO VICKI LYNN MONROE SUSAN J. TOEPFER
MARK P. DIKEMAN HAROLD D. MOOREFIELD, JR. ANNETTE TORRES
DREW M. DILLWORTH JOHN N. MURATIDES DENNIS R. TURNER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN K. OLSON RONALD L. WEAVER SUITE 1900
ALAN H. FEIN JAY P. W. PHILP ROBERT I. WEISSLER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI DAVID C. POLLACK PATRICIA G. WELLES FORT LAUDERDALE, FLORIDA 33301
ROBERT E. GALLAGHER, JR. DARRIN J. QUAM THOMAS H. WILLIAMS, JR. ----------------
CHAVA E. GENET JOHN M. RAWICZ MARTIN B. WOODS (954) 462-9500
LATASHA A. GETHERS PATRICIA A. REDMOND KARA PLUNKETT YANGUEZ
PATRICIA K. GREEN ELIZABETH G. RICE
JOSEPH K. HALL GLENN M. RISSMAN
ALICE R. HUNEYCUTT DAVID A. ROTHSTEIN
RICHARD B. JACKSON BETTY CHANG ROWE
</TABLE>

October 29, 1999

Jose M. Sariego, Esq.
Senior Vice President - General Counsel
MasTec, Inc.
3155 N.W. 77th Avenue
Miami, Florida 33122-1205

Re: REGISTRATION STATEMENT ON FORM S-3 OF MASTEC, INC.

Dear Mr. Sariego:

We have acted as counsel to MasTec, Inc., a Florida corporation (the
"Corporation"), in connection with the proposed public offering of 2,500,000
shares (the "Firm Shares") of the Corporation=s common stock, $.10 par value per
share (the "Common Stock"), and up to an additional 375,000 shares (the "Option
Shares") of Common Stock subject to an over-allotment option granted to the
several underwriters of such public offering. The Firm Shares and the Option
Shares are hereinafter referred to collectively as the "Shares." The Shares are
being offered by the Corporation and Jorge Mas Holdings I Limited Partnership, a
Texas limited partnership (the "Selling Shareholder"). The Corporation has filed
a Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), with respect to the public offering of the
Shares. As such counsel, you have requested our opinion as to the matters
described herein relating to the issuance of the Shares.

<PAGE>

Jose M. Sariego, Esq.
October 29, 1999
Page 2

In connection with this opinion, we have examined (i) the Articles of
Incorporation and Bylaws of the Corporation, as amended to date, (ii) an
executed copy of the Registration Statement, together with the exhibits and
schedules thereto, in the form filed with the Commission, (iii) the minute books
and other records of corporate proceedings of the Corporation through the date
hereof, as made available to us by officers of the Corporation and (iv) such
other documents and proceedings as we have considered necessary or appropriate
for the purposes of this opinion.

In rendering this opinion, we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and (iii) the genuineness of all
signatures. In addition, as to questions of fact material to the opinions
expressed herein, we have relied upon such certificates of public officials,
corporate agents and officers of the Corporation and such other certificates as
we deemed relevant.

We have also assumed the legal capacity of all natural persons, the
authority of such persons signing on behalf of parties thereto other than the
Corporation and the due authorization, execution and delivery of all documents
by the parties thereto other than the Corporation. As to certain factual matters
material to the opinion expressed herein, we have also relied, to the extent we
deemed proper, upon representations, warranties and statements as to factual
matters of officers and other representatives of the Corporation and the Selling
Shareholder. Our opinion expressed below is subject to the qualification that we
express no opinion as to any law of any jurisdiction other than law of the State
of Florida and the federal laws of the United States of America. Without
limiting the foregoing, we express no opinion with respect to the applicability
thereto or effect of municipal laws or the rules, regulations or orders of any
municipal agencies within any such state.

Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that:

(1) The Firm Shares have been duly authorized and, when issued and paid
for as contemplated by the Registration Statement and countersigned by a
transfer agent and duly registered by a registrar for the Common Stock, the
Shares will be validly issued, fully paid and non-assessable; and

(2) The Option Shares have been duly authorized and validly issued and
are fully paid and non-assessable.

This opinion is intended solely for the Corporation's use in connection
with the registration of the Shares and may not be relied upon for any other
purpose or by any other person. This opinion may not be quoted in whole or in
part or otherwise referred to or furnished to any other person except in
response to a valid subpoena. This opinion is limited to the matters expressly
stated herein, and

<PAGE>

Jose M. Sariego, Esq.
October 29, 1999
Page 3

no opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is rendered as of the date hereof, and we assume no
obligation to update or supplement such opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in facts
or law that may hereafter occur. We hereby consent to the filing of this letter
as an exhibit to the Registration Statement and to the reference to our Firm in
the Prospectus included therein under the caption ALegal Matters.@ In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.

Very truly yours,

STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-3 of
our report dated February 10, 1999 relating to the financial statements of
MasTec, Inc., which appears in such Registration Statement. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

Miami, Florida
October 29, 1999

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion and incorporation by reference in the
Registration Statement of MasTec, Inc. on Form S-3 of our report dated March
31, 1999, on our audit of the consolidated financial statements of Sistemas e
Instalaciones de Telecomunicacion, S.A. ("Sintel") and subsidiaries. We also
consent to the reference to our firm under the caption "Experts" in such
Registration Statement.

/s/ ARTHUR ANDERSEN

ARTHUR ANDERSEN
Madrid, Spain

October 29, 1999