SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
__X___ EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
______ SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED
Commission File Number 0-3797
The MasTec, Inc. 401(k) Retirement Savings Plan
(Full title of the plan)
MasTec, Inc.
3155 NW 77th Avenue
Miami, FL 33122
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
The MasTec, Inc. 401(k) Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 2001 and 2000
Contents
Report of Independent Certified Public Accountants. . . . . . . 1
Report of Independent Certified Public Accountants. . . . . . . 2
Audited Financial Statements
Statements of Net Assets Available for Benefits . . . . . . . . 3
Statement of Changes in Net Assets Available for Benefits . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . 5
Supplemental Schedules
Schedule H, line 4i-Schedule of Assets (Held At End of Year). . 12
Schedule H, line 4j-Schedule of Reportable Transactions . . . . 14
Report of Independent Certified Public Accountants
The Plan Administrator
The MasTec, Inc. 401(k)
Retirement Savings Plan
We have audited the accompanying statement of net assets available for
benefits of The MasTec, Inc. 401(k) Retirement Savings Plan as of December
31, 2001, and the related statement of changes in net assets available for
benefits for the year then ended. 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
at December 31, 2001, and the changes in its net assets available for
benefits for the year then ended, in conformity with accounting principles
generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets (held at end of year) as of December 31, 2001 and
reportable transactions for the year then ended are presented for purposes
of additional analysis and are not a required part of the financial
statements but are 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. These supplemental schedules
are the responsibility of the Plan's management. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young, LLP
Atlanta, Georgia
July 2, 2002
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 statement of net assets available for
benefits presents 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, 2000 in conformity with accounting principles generally
accepted in the United States of America. This financial statement is the
responsibility of the Plan's management; our responsibility is to express
an opinion on this financial statement based on our audit. We conducted our
audit of this statement in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about whether the statement
of net assets available for benefits is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the statement of net assets available for benefits,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall statement of net assets available for
benefits presentation. We believe that our audit of the statement of net
assets available for benefits provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
May 25, 2001
The MasTec, Inc. 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31,
2001 2000
-------------------------
Assets
Cash $ 371,106 $ 600,503
Investments, at fair value 25,785,097 26,571,656
Receivables:
Contributions from plan participants 378,484 582,575
Contributions from employer 506,608 214,638
----------- -----------
Total receivables 885,092 797,213
----------- -----------
Total assets 27,041,295 27,969,372
Liabilities
Refund of excess contributions 68,978 -
----------- -----------
Total liabilities 68,978 -
----------- -----------
Net assets available for benefits $26,972,317 $27,969,372
=========== ===========
See accompanying notes.
The MasTec, Inc. 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001
Additions
Investment income:
Dividend and interest income $ 121,269
Contributions:
Participants 6,432,921
Employer 2,105,438
------------
8,538,359
------------
Total additions 8,659,628
Deductions
Net depreciation in fair value of investments 5,835,208
Administrative expenses 7,926
Benefit payments 3,813,549
------------
Total deductions 9,656,683
------------
Net decrease in net assets available for benefits (997,055)
Net assets available for benefits at beginning of year 27,969,372
------------
Net assets available for benefits at end of year $ 26,972,317
============
See accompanying notes.
The MasTec, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 2001
1. Description of the Plan
The following description of The MasTec, Inc. 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to
the Summary Plan Description for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan covering all eligible employees of
MasTec, Inc., (the Company) who have at least six months of service and are
age twenty-one or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The effective date of the Plan is December 1, 1984. The Plan was amended
and restated in its entirety effective January 1, 2000. The amendments
incorporated the requirements of the Uruguay Round Agreements Act,
Uniformed Services Employment and Reemployment Rights Act of 1994, Small
Business Job Protection Act of 1996, Taxpayer Relief Act of 1997 and the
Internal Revenue Service Restructuring and Reform Act of 1998.
Contributions
Each year, participants may elect to defer from 1% to 15% of pretax annual
compensation received during the year, as defined by the Plan. Participants
may contribute amounts representing distributions from other qualified
defined contribution or defined benefit plans at the discretion of the Plan
administrator. The Company makes discretionary matching contributions for
participants. For 2001, the Company contributed 50% of the first 4% of gross
salary that a participant contributes to the Plan.
Contributions from participants are recorded when payroll deductions are
made. Company contributions accrue to the Plan at the payroll deduction
dates.
Upon enrollment, a participant may direct employee contributions in 1%
increments to any of the Plan's fund options. Participants may change their
investment options daily.
The Company matching contribution is in the form of Company common stock
and is not subject to participant direction. The discretionary Company
contributions accrue to the Plan when declared and are remitted prior to
the date the Company files its federal income tax return for the
corresponding fiscal year of the Company. During the year ended December
31, 2001, discretionary contributions of $2,105,438 were made to the Plan.
Participants' Accounts
Each participant's account is credited with the participant's contributions
and allocations of the Company's contribution and Plan investment results.
Allocations are based on participant earnings or account balances, as
defined in the Plan. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account. If a
participant separates from service before vesting, the portion of the
account attributable to Company contributions is forfeited. Forfeited
balances of participants' nonvested accounts are used to reduce future
Company contributions or pay administrative expenses of the Plan.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. A Plan year during which an employee works for
at least one thousand hours is counted as one year of vesting service. A
participant becomes 100% vested in the remainder of his or her accounts
upon the occurrence of any of the following events:
(a) The participant dies while still in service as an employee;
(b) The participant becomes totally and permanently disabled while
still in service as an employee; or
(c) The Plan is terminated by the Company.
Vesting in the Company contribution portion of their account plus actual
earnings thereon is based on the years of continuous service. This is based
upon a gradual vesting scale applies as follows:
Years of Service Percentage
-------------------------------------
1 33%
2 66%
3 or more 100%
Participant Loans
A participant is only entitled to make a withdrawal from his or her account
prior to separation from service if the participant qualifies for a
hardship withdrawal or a participant loan. The Plan's loan feature allows
participants and beneficiaries to borrow up to a maximum equal to the
lesser of $50,000 or 50% of their accrued vested benefit. The loans bear
interest at the published prime rate in the Wall Street Journal plus 1%.
Loan terms range from 1-5 years or may exceed 5 years for the purchase of
a primary residence. Loans provide level amortization for repayments to
be made not less frequently than on a quarterly basis.
Payments of Benefits
Upon 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 until a later retirement age upon
election by the participant. For termination of service due to other reasons,
a participant is entitled to receive only the vested percentage of his
account balance.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared in conformity with
accounting principles generally accepted in the United States. Certain
reclassifications of prior year amounts have been made to conform to the
2001 presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, pooled separate accounts and guaranteed accounts. 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 benefits.
Investment Valuation
Plan investments are stated at fair value. The MasTec, Inc. Common Stock is
valued at its quoted price on the last business day of the Plan year. The
units of participation in pooled separate accounts are valued at fair
value, which represents the redemption values established by Great-West
Life & Annuity Insurance Company, the custodian, on the last business day
of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date. Participant loans are valued at their outstanding
balances, which approximate fair value.
Investment in Contracts Issued by Insurance Companies
The investment contracts are recorded at fair value at the end of each day,
which represent contributions and reinvested income, less any withdrawals
plus accrued interest.
Administrative Expenses
All administrative expenses of the Plan are chargeable to the Plan. The
Company may, at its sole discretion, pay any such expenses, in whole or
in part.
Benefit Payments
Benefits are recorded when paid.
Undistributed Payments
The Plan has approximately $68,978 of excess participant deferrals as of
December 31, 2001, which will be refunded to Plan participants subsequent
to year-end.
3. Investments
Information about the net assets and significant components of changes in
net assets related to the investment that includes nonparticipant-directed
amounts is as follows:
December 31,
Net Assets: 2001 2000
- ---------- -----------------------
Investments at fair value:
MasTec, Inc. Common Stock(a) $2,896,152 $3,842,745
Year ended
December 31,
2001
------------
Changes in net assets:
- ---------------------
Net depreciation in fair value of investments $(3,323,313)
Contributions from plan participants 865,425
Contributions from employer 1,515,296
Benefit payments (4,001)
-----------
$ (946,593)
===========
The fair values of individual investments that represent 5% or more of the
Plan's net assets at December 31, 2001 and 2000, are as follows:
December 31,
2001 2000
-----------------------
Great-West Life & Annuity Insurance Company:
Maxim Money Market $4,258,240 $3,895,208
Profile Series 1 - Aggressive Mix 2,197,431 2,417,756
Profile Series 3 - Moderate Mix 2,008,881 (b)
Profile Series 2 - Moderately Aggressive Mix 1,787,436 1,671,764
American Century Ultra 1,593,193 1,845,961
Participant Loans 1,357,791 (b)
MasTec, Inc. Common Stock (a) 2,896,152 3,842,745
(a) nonparticipant-directed
(b) below 5% in prior year
The Plan's investments (including investments bought, sold and held during
the year) appreciated (depreciated) in fair value for the year ended
December 31, 2001 as follows:
Pooled Separate Accounts $(2,511,895)
Common Stock (3,323,313)
-----------
$(5,835,208)
===========
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue
Service dated June 17, 1997, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code) and, therefore,
the related trust is exempt from taxation. Subsequent to this issuance of
the determination letter, the Plan was amended. Once qualified, the Plan
is required to operate in conformity with the Code to maintain its
qualification. The plan administrator has indicated that it will take the
necessary steps, if any, to maintain the Plan's qualified status. During
February 2002 the Plan was amended and the Plan sponsor applied for a new
determination letter as a result of this amendment effective
January 1, 2002.
5. Party-in-Interest Transactions
Certain Plan investments include shares of pooled separate accounts managed
by the custodian. Therefore, such transactions are considered party-in-
interest transactions. The Plan held investments in Company common stock
with a fair value of approximately $2,896,000 and $3,843,000 as of December
31, 2001 and 2000, respectively.
6. 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 become 100% vested in their employer
Contributions.
SUPPLEMENTAL SCHEDULES
The MasTec, Inc. 401(k) Retirement Savings Plan
EIN: 65-0261425 Plan No.: 001
Schedule H, Line 4i-
Schedule of Assets (Held At End of Year)
December 31, 2001
(a) (b) (c) (d) (e)
Current
Identity of Issue Description of Investment Cost Value
- ----------------------------------------------------------------------------
(*) Great-West Life &
Annuity Insurance
Company:
Pooled Separate Accounts
Maxim Money market # $ 4,258,240
Profile Series 1-Aggressive Mix # 2,197,431
Profile Series 3 - Moderate Mix # 2,008,881
Profile Series 2 - Moderately
Aggressive Mix # 1,787,436
American Century Ultra # 1,593,193
Fidelity Advisor Growth
Opportunities # 950,313
AIM Constellation A # 904,803
Putnam Fund for Growth
Opportunities # 669,312
Janus Worldwide # 578,433
Janus Twenty # 563,378
Orchard Index 500 # 467,843
AIM Weingarten # 460,837
Fidelity Advisor Equity Income # 425,409
AIM Charter # 327,828
Profile Series 4 - Moderately
Conservative Mix # 327,211
Dreyfus Premier Technology
Growth A # 320,823
Maxim Growth Index # 298,399
Profile Series 5 -
Conservative Mix # 286,282
INVESCO Health Sciences # 242,586
Putnam Global Growth A # 241,410
Maxim T Rowe Price MidCapGrowth # 194,093
Lord Abbett Developing Growth
Fund # 188,073
American Century Equity Income # 176,160
MFS Capital Opportunities # 161,224
Maxim Value Index # 159,676
Maxim Loomis Sayles Small Cap
Sales # 150,537
Dreyfus Emerging Leaders # 140,282
Invesco Growth Inv. # 122,140
Fidelity Advisors Overseas # 115,884
INVESCO Financial Services # 111,851
Orchard Index 600 # 104,699
Maxim US Government Mortgage
Securities # 101,932
American Century Income & Growth
Adv. # 100,988
Maxim Bond Index # 92,059
Maxim Loomis Sayles Corporate
Bond # 85,139
Lord Abbett Bond Debenture # 59,810
Maxim Index Pacific # 53,916
Maxim Index European # 53,334
Maxim Global Bond # 52,598
Lord Abbett Bond Debenture # 47,708
Maxim Index Pacific # 38,911
Maxim Index European # 33,688
Maxim Global Bond # 33,468
Maxim Short Term Maturity # 30,144
Maxim Invesco ADR # 27,466
Maxim Ariel Small Cap Value # 20,282
----------
21,366,110
(*) Great-West Life &
Annuity Insurance
Company:
Insurance Company Investment
Contracts
Guaranteed Certificate Fund # 63,323
Guaranteed Certificate Fund # 48,732
Guaranteed Certificate Fund # 29,793
----------
141,848
First Colony Life Ins Co First Colony Life Ins Fund # 23,196
(*)Mastec, Inc. Common Stock 6,591,141 2,896,152
(*)Participant Loans Interest rates ranging from
5.75% to 10.5% 1,357,791
-----------
$25,785,097
===========
(*) Indicates a party-in-interest investment to the Plan.
(#) Cost information has not been included because investments are
participant directed.
The MasTec, Inc. 401(k) Retirement Savings Plan
EIN: 65-0261425 Plan No.: 001
Schedule H, Line 4j-
Schedule of Reportable Transactions
For the year ended December 31, 2001
Description of
Asset (including Current
interest rate Value of Net
Identity and maturity Asset on Gain
of Party in case Purchase Selling Cost of Transaction or
Involved of a loan) Price Price Asset Date (Loss)
(a) (b) (c) (d) (g) (h) (i)
- ------------ ------------ ---------- -------- ---------- ---------- --------
Category (iii) A series of transactions in excess of 5% of Plan assets:
MasTec, Inc. Common Stock $2,808,498 $ - $2,808,498 $2,808,498 $ -
- 431,778 802,356 431,778 (370,578)
Columns (e) and (f) have been excluded as the information is not
applicable.
There were no category (i), (ii) or (iv) reportable transactions
in 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trustee (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE MASTEC, INC.
401(k) RETIREMENT SAVINGS PLAN
Date: July 12, 2002 /s/ DONALD P. WEINSTEIN
-----------------------
Donald P. Weinstein
Executive Vice President
Chief Financial Officer
(Trustee)
Date: July 12,2002 /s/ JOSE M. SARIEGO
---------------------
Jose M. Sariego
Senior Vice President -
General Counsel
(Trustee)
EXHIBITS
Exhibit 23.1:
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (033-55327) pertaining to The MasTec, Inc.
401(k) Retirement Savings Plan of our report dated July 2,
2002, with respect to the financial statements and supplemental
schedules of The MasTec, Inc. 401(k) Retirement Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31,
2001.
/s/ Ernst & Young LLP
Atlanta,Georgia
July 12, 2002
Exhibit 23.2:
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 033-55327) of
MasTec, Inc. of our report dated May 25, 2001 relating to
the statement of net assets available for benefits of The
MasTec, Inc. 401(k) Retirement Savings Plan, which appears in
this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
July 12, 2002