MASTEC INC
11-K, 2000-06-29
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                The Mastec, Inc. 401(k) Retirement Savings Plan
                            Financial Statements and
                              Supplemental Schedule
                           December 31, 1999 and 1998

<PAGE>

                The MasTec, Inc. 401(k) Retirement Savings Plan
                                Table of Contents
--------------------------------------------------------------------------------

                                                                           Pages

Report of Independent Certified Public Accountants                           1

Financial Statements:
     Statements of Net Assets Available for Benefits                         2
         as of December 31, 1999 and 1998

     Statements of Changes in Net Assets Available for Benefits
         for the years ended December 31, 1999 and 1998                      3

     Notes to Financial Statements                                         4-9

Supplemental Schedule:
     Schedule of Assets Held for Investment Purposes
         as of December 31, 1999                                            10


<PAGE>



               Report of Independent Certified Public Accountants

To the Participants and Administrator of
The MasTec, Inc. 401(k) Retirement Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of The MasTec,  Inc. 401(k) Retirement Savings Plan (the "Plan") at December 31,
1999 and 1998,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with accounting  principles generally accepted in
the United States.  These  financial  statements are the  responsibility  of the
Plan's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedule of Assets Held
for Investment  Purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. The  supplemental  schedule is the  responsibility  of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.




PricewaterhouseCoopers, LLP

June 16, 2000


<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>

<S>                                          <C>                 <C>
                                                 1999                1998
                                             ------------        -----------
Assets:
  Investment at fair value                   $ 26,320,770        $17,931,885
  Participant notes receivable                    808,426            585,630
                                             ------------        -----------

    Total investments                          27,129,196         18,517,515

Receivables:
  Participants'contributions                      404,690            369,877
  Employers'contributions                          73,705             65,278
                                             ------------        -----------
    Total receivables                             478,395            435,155
                                             ------------        -----------
Net assets available for benefits            $ 27,607,591        $18,952,670
                                             ============        ===========
</TABLE>




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

<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
--------------------------------------------------------------------------------


<TABLE>
<S>                                               <C>            <C>
                                                      1999           1998
                                                  ------------   ------------
Additions to net assets attributed to:
  Investment income:
    Net appreciation in fair
      value of investments                        $  5,425,807   $  1,184,227
    Interest                                            10,228          7,152
                                                  ------------   ------------
                                                     5,436,035      1,191,379
Contributions:
  Participants'                                      6,502,839     10,679,566
  Employer's                                           669,095        502,814
                                                  ------------   ------------
    Total additions                                 12,607,969     12,373,759

Deductions from net assets attributed to:
  Participants' withdrawals                          3,953,048      1,657,173
                                                  ------------   ------------
    Total deductions                                 3,953,048      1,657,173
                                                  ------------   ------------
  Net increase                                       8,654,921     10,716,586

Net assets available for benefits:
  Beginning of year                                 18,952,670      8,236,084
                                                  ------------   ------------
  End of year                                     $ 27,607,591   $ 18,952,670
                                                  ============   ============
</TABLE>




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



<PAGE>


The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statement
--------------------------------------------------------------------------------


1.   Description of Plan

     The following  description of The MasTec,  Inc. (the "Company" or "MasTec")
     401(k)   Retirement   Savings  Plan  (the  "Plan")  provides  only  general
     information. The Plan agreement contains a more complete description of the
     Plan's provisions.

     General

     The Plan is a defined  contribution  plan  covering  all  employees  of the
     Company  who are age  twenty-one  or older and have six months of  service.
     Eligible  participants  may  enter  the Plan on  January 1 or July 1. It is
     subject to the provisions of the Employee Retirement Income Security Act of
     1974 ("ERISA") and is exempt from federal and state income taxes.

     The  Plan  is  administered  by  the  Employee  Benefits   Committee  (Plan
     Administrator) of MasTec,  Inc. Great-West Life & Annuity Insurance Company
     is the  Recordkeeper of the Plan for all funds except for the MasTec Common
     Stock Fund which the Trustee is Norwest Bank,  Minnesota,  N.A. Plan assets
     are held by the Recordkeeper.

     Contributions

     Participants  may  contribute  from  1% to  15%  of  their  pre-tax  annual
     compensation,  subject to certain dollar amount  limits,  as defined in the
     plan agreement.  The maximum  contribution allowed during 1999 and 1998 was
     $10,000.

     Company  contributions are 25% of each dollar up to 4% of the participant's
     gross  salary.  The Company  match is  exclusively  in MasTec Common Stock.
     Whether and to what extent the Company  will match  employee  contributions
     beyond 1999 will be at MasTec's discretion.

     Effective January 1, 2000, Company contributions will be 50% of each dollar
     up to 4% of the participant's gross salary.

     During 1999 and 1998, the defined  contribution  plans of certain companies
     acquired  by MasTec,  Inc.  were  converted  to the Plan,  and the  related
     employees  became  participants  of the Plan. The net assets of these plans
     were converted at a fair value of approximately  $1,740,000 and $6,653,000,
     respectively  and  invested  in the Plan in  accordance  with  the  related
     employees  investment  option  elections.  Such  amounts  are  included  as
     participants' contributions for 1999 and 1998.

     Participant Accounts

     Each participant's account is credited with the participant's contribution,
     the Company's  contribution,  rollovers  into the Plan and an allocation of
     the participant accounts earnings. Each participant's account is reduced by
     any  withdrawals  or  distributions  and an  allocation of (a) his share of
     investment  losses and  depreciation  in value of  investments  and (b) any
     administrative fees paid by the Plan. The benefit to which a participant is
     entitled is the participant's vested account balance.

<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------

     Investment Options

     Upon enrollment in the Plan, a participant may direct  contributions to any
     of the  following  investment  options.  Participants  may  elect to invest
     contributions in 1% increments, among any of the following:

     MasTec  Common  Stock  Fund - Funds  are  invested  solely in shares of the
     common stock,  par value $0.10 per share of MasTec,  Inc. The fund will buy
     up to the  maximum  shares  determined  under  the  rules of ERISA  and the
     Internal  Revenue Code (IRC). A participant may not invest more than 50% of
     his aggregate contributions in the MasTec, Inc. common stock fund.

     Life Insurance  Fund - The fund was not offered as an investment  option to
     participants after July 1, 1994.

     Guaranteed Certificate Fund - Funds are invested in certificates of deposit
     guaranteed by Great-West Life & Annuity Insurance Company.

     Small-Cap Funds - Funds may be invested in the Orchard Index 600 Fund, Lord
     Abbett  Developing  Growth Fund,  Maxim Ariel  Small-Cap Value Portfolio or
     Maxim Loomis Sayles Small-Cap Value Portfolio.

     Bond  Funds - Funds may be  invested  in the Maxim Bond  Index,  Maxim U.S.
     Government  Mortgage  Securities  Portfolio,  Maxim Loomis Sayles Corporate
     Bond Portfolio,  Maxim Global Bond Portfolio or Maxim  Short-Term  Maturity
     Bond Portfolio.

     Large-Cap  Funds - Funds may be invested in the AIM Charter  Fund,  Orchard
     Index 500 Fund,  Maximum Founder's Growth & Income,  American Century Ultra
     Fund, AIM Weingarten Fund,  Maxim Growth Index Portfolio,  Fidelity Advisor
     Equity,  Fidelity Advisor Growth Opportunities Fund, Putnam Fund for Growth
     or Income or Maxim Value Index Portfolio.

     Profile Series  Portfolio - Funds may be invested in the Profile Series I -
     Aggressive Portfolio,  Profile Series II - Moderately Aggressive Portfolio,
     Profile  Series III-  Moderate  Portfolio,  Profile  Series IV - Moderately
     Conservative Portfolio or Profile Series V - Conservative Portfolio.

     International  Funds - Funds may be invested  in the Maxim  Index  European
     Portfolio,  Fidelity  Advisor Overseas Fund, Maxim Invesco ADR, Maxim Index
     Pacific Portfolio or Putnam Global Growth Fund.

     Mid-Cap  Funds - Funds may be  invested  in the Aim  Constellation  Fund or
     Maxim T. Rowe Price Mid-Cap Growth.




<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------

     Short-Term Fund - Funds are invested in the Maxim Money Market Portfolio.

     The following  investments  represented 5 percent or more of the Plan's net
     assets at December 31, 1999:

     Maxim Money Market Portfolio                                $  4,723,125
     American Century Ultra Fund                                    2,225,358
     Fidelity Advisor Growth Opportunities Fund                     1,691,331
     Profile Series I - Aggressive Portfolio                        2,318,948
     Profile Series II - Moderately Aggressive Portfolio            1,417,497
     MasTec Common Stock Fund                                       4,702,122

     The following  investments  represented 5 percent or more of the Plan's net
     assets at December 31, 1998:

     Maxim Money Market Portfolio                                $  6,186,843
     Fidelity Advisor Growth Opportunities Fund                     1,638,762
     Profile Series I - Aggressive Portfoio                         1,381,605
     MasTec Common Stock Fund                                       1,979,090

     Transfers and Rollovers

     Participants may rollover balances held in other qualified retirement plans
     at the discretion of the Plan Administrator.

     Withdrawals

     Certain  withdrawals  from  participant   accounts  are  only  allowed  for
     financial hardship (in accordance with IRS regulations).

     Participant Notes Receivable

     Participants may borrow a maximum of the lesser of (1) $50,000 or (2) fifty
     percent (50%) of their individual vested account balance.  Loan terms range
     from 1-5 years or up to 20 years for the  purchase of a primary  residence.
     The loans bear  interest  at the  published  prime rate in the Wall  Street
     Journal plus 1%.

     Payment of Benefits

     On  termination of service,  due to death,  disability,  or  retirement,  a
     participant receives payment of the vested accrued benefit in a single lump
     sum or the payment can be deferred  under certain  circumstances  to normal
     retirement  age.  For  termination  of  service  due to  other  reasons,  a
     participant  is  entitled  to  receive  only the vested  percentage  of his
     account balance.



<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------

     Vesting

     Participants are immediately  vested in their  contributions  and rollovers
     and the earnings thereon.  Participants are vested in Company contributions
     as follows:

<TABLE>

           Years of Service                                        Percentage
           ----------------                                        ----------
<S>               <C>                                                      <C>
                  1                                                        0%
                  2                                                       20%
                  3                                                       40%
                  4                                                       60%
                  5                                                       80%
                  6 or more                                              100%
</TABLE>

     Participants forfeit the portion of their account balance to the extent not
     vested.

     Effective   January  1,  2000   participants  will  be  vested  in  Company
     contributions as follows:
<TABLE>

          Years of Service                                         Percentage
          ----------------                                         ----------

<S>              <C>                                                      <C>
                 1                                                        33%
                 2                                                        66%
                 3 or more                                               100%
</TABLE>

2.   Summary of Significant Accounting Policies

     The significant accounting policies followed by the Plan are as follows:

     Basis of Accounting

     The  financial  statements  of the Plan are  prepared  in  conformity  with
     generally accepted accounting principles.

     Use of 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 additions and deductions
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


     Risk and Uncertainties

     The plan  provides for various  investment  options in any  combination  of
     stocks, bonds, fixed income securities,  mutual funds, and other investment
     securities.  Investment  securities are exposed to various  risks,  such as
     interest rate, market and credit.  Due to the level of risk associated with
     certain  investment  securities  and the level of  uncertainty  related  to
     changes in the value of investment  securities,  it is at least  reasonably
     possible  that  changes in risks in the near term would  materially  affect
     participants' account balances and the amounts reported in the statement of
     net assets  available for plan benefits and the statement of changes in net
     assets available for plan benefits.


<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
--------------------------------------------------------------------------------


     Valuation of Investments and Income Recognition

     The  Plan's  investments  are valued by the  recordkeeper  (Note 1) and are
     stated at fair value using quoted market prices.

     Purchase and sales  transactions  are  recorded on a trade date basis.  Any
     gain or loss  resulting  from the sale of fund units is  determined  as the
     difference  between the sales  proceeds  and the average  cost of the units
     sold. Investment income is recorded on the accrual basis.

     Investment Income

     The Plan presents in the  statement of changes in net assets  available for
     benefits  the  net  appreciation/depreciation  in  the  fair  value  of its
     investments  which  consists  of the  realized  gains  or  losses  and  the
     unrealized appreciation (depreciation) on those investments.


     Participant Withdrawals

     Withdrawals made by participants are recorded when paid.

     Administrative Costs

     All administrative expenses of the Plan, including, without limitation, the
     allocable portion of compensation of plan administrative  staff and fees of
     employee  benefits  consultants,  legal  counsel,  and  auditors'  fees are
     chargeable to the Plan.  The Company may, at its sole  discretion,  pay any
     such expenses, in whole or in part. The Company assumed  responsibility for
     administrative expenses for the years ended December 31, 1999 and 1998.

3.   Plan Termination

     Although  it has not  expressed  any intent to do so, the  Company  has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan subject to the provisions of ERISA. In the event of Plan
     termination, participants will become 100% vested in their accounts.


4.   Tax Status

     The Internal Revenue Service has determined and informed the Company by a
     letter dated June 17, 1997,  that the Plan is designed in  accordance  with
     applicable  sections of the IRC. The Plan has been amended since  receiving
     the determination  letter.  However,  the Plan Administrator and the Plan's
     legal  counsel  believe that the Plan is designed  and is  currently  being
     operated in compliance with the applicable requirements of the IRC.



<PAGE>

The MasTec, Inc. 401(k) Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1999
--------------------------------------------------------------------------------


<TABLE>



Identity of Party                               Description of Investment       Fair Value
-----------------                               -------------------------       ----------
<S>                                                                <C>
Maximum Bond Index                                        Bond Fund                   $     58,920
Maximum Loomis Sayles Corporate Bond Portfolio            Bond Fund                        170,374
Maximum US Government Mortgage Securities Portfolio       Bond Fund                         78,096
Maximum Global Bond Portfolio                             Bond Fund                         56,340
Maximum Short-Term Maturity Bond Portfolio                Bond Fund                         51,611
Maximum Money Market Portfolio                            Short-Term Fund                4,723,125
Maximum Index European Portfolio                          International Fund                79,156
Fidelity Advisor Overseas Fund                            International Fund               160,723
Maxim Invesco ADR                                         International Fund                41,312
Maxim Index Pacific Portfolio                             International Fund               184,185
Putnam Global Growth Fund                                 International Fund               939,125
AIM Charter Fund                                          Large-Cap Fund                   415,879
Orchard Index 500 Fund                                    Large-Cap Fund                   566,036
Maximum Founder's Growth & Income                         Large-Cap Fund                   207,411
American Century Ultra Fund                               Large-Cap Fund                 2,225,358
AIM Weingarten Fund                                       Large-Cap Fund                   643,665
Maximum Growth Index Portfolio                            Large-Cap Fund                   879,014
Fidelity Advisor Equity                                   Large-Cap Fund                   738,144
Fidelity Advisor Growth Opportunities Fund                Large-Cap Fund                 1,691,331
Putnam Fund for Growth & Income                           Large-Cap Fund                   559,576
Maxim Value Index Portfolio                               Large-Cap Fund                   384,547
AIM Constellation Fund                                    Mid-Cap Fund                     890,361
Maxim T.Rowe Price Mid Cap Growth                         Mid-Cap Fund                     301,539
Portfolio Series I - Aggressive Portfolio                 Profile Series                 2,318,948
Portfolio Series II - Moderately Aggressive Portfolio     Profile Series                 1,417,497
Portfolio Series III - Moderate Portfolio                 Profile Series                   751,131
Portfolio Series IV - Moderately Conservative Portfolio   Profile Series                   228,552
Portfolio Series V - Conservative Portfolio               Profile Series                   106,847
Orchard Index 600 Fund                                    Small-Cap Fund                   146,940
Lord Abbett Developing Growth Fund                        Small-Cap Fund                   156,298
Maxim Ariel Small-Cap Value Portfolio                     Small-Cap Fund                    32,957
Maxim Loomis Sayles Small-Cap Value Portfolio             Small-Cap Fund                   176,037
Great-West Life & Annuity Insurance Company               Guaranteed Certified Fund        204,546
Mastec Common Stock Fund                                  Common Stock Fund              4,702,122
First Colony Life Insurance Company                       Life Insurance Fund               33,067
Participant Loans, fully amortized                        Loans to participants 8%-11%     808,426
                                                                                      ------------
                                                                                      $ 27,129,196
                                                                                      ============
</TABLE>


<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No.  33-55327)  of MasTec,  Inc. of our report dated June
16, 2000  relating to the  financial  statements  of The  MasTec,  Inc.  401 (k)
Retirement Savings Plan, which appears in this Form 11-K.





PricewaterhouseCoopers LLP
Miami, Florida
June 29, 2000





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