EMCOR Group (EME) 10-K risk factor changes: FY2017 vs FY2016

Our business may be adversely affected by significant [removed: delays and] reductions in government [removed: appropriations.][added: spending or delays or disruptions in the government appropriations process.]

Some of our businesses derive a significant portion of their revenues from federal, state and local governmental [removed: bodies.][added: agencies.]

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of over [removed: 9,500] [added: 10,000] vehicles.

[removed: Recent] [added: Prolonged] volatility in the price of oil has caused some of our refinery customers to curtail or delay maintenance or capital projects.

[removed: Further] [added: Continued] volatility in the price of oil may adversely affect some of our refinery customers causing them to defer maintenance and/or capital projects performed by companies in our United States industrial services segment or delay purchases or repairs of heat exchangers that are manufactured and repaired by some of our companies.

[removed: Certain of our competitors have lower overhead cost] structures and, therefore, are able to provide their services at lower rates than we are currently able to provide.

However, the absence of snow in [added: certain regions of] the United States during the winter could also cause us to experience reduced revenues and profitability in our United States building services segment, which has meaningful snow removal operations.

[removed: Depending upon the] size of a particular project, variations from the estimated contract costs can have a significant impact on our operating results for any fiscal quarter or year.

We are dependent upon our project managers and field supervisors who are responsible for managing our [removed: projects;] [added: projects,] and there can be no assurance that any individual will continue in his or her capacity for any particular period of [removed: time, and the loss of such qualified employees could have an adverse effect on our business.][added: time.]

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 55%] [added: 57%] of our employees were covered by collective bargaining agreements.

Under the Employee Retirement Income Security Act, we may become liable for our proportionate share of a multiemployer pension plan’s [removed: underfunding,] [added: underfunding] if we cease to contribute to that pension plan or significantly reduce the employees in respect of which we make contributions to that pension plan.

We have operations in the United Kingdom, which in [removed: 2016] [added: 2017] accounted for approximately 4% of our revenues.

Some of these facilities contain [added: hazardous materials, such as lead and asbestos, and] fuel storage tanks, which may be above or below ground.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, [removed: or] the imposition of new clean-up [removed: requirements] [added: requirements, or the exposure of our employees or other contractors to hazardous materials,] could require us to incur significant costs or become the basis for new or increased liabilities that could harm our financial position and results of operations, although certain of these costs might be covered by insurance.

See [added: Item 3.]

Opportunities within the government sector could lead to increased governmental [removed: regulation] [added: rules and regulations] applicable to us.

If our surety companies were to limit or eliminate our access to bonding, our alternatives would include seeking bonding capacity from other surety companies, increasing business with clients that do not require bonds and posting other forms of collateral for project performance, such as [removed: letters of credit, parent company guarantees or cash.]

Realization of the anticipated benefits of an acquisition will depend, among other things, upon our ability to: (a) effectively conduct due diligence on companies we propose to acquire to identify problems at these companies [removed: or] [added: and] (b) recognize incompatibilities or other obstacles to successful integration of the acquired business with our other operations and gain greater efficiencies and scale that will translate into reduced costs in a timely manner.

[removed: Our development of the present value of future cash flow projections is] based upon assumptions and estimates by management from a review of our operating results, business plans, anticipated growth rates and margins and the weighted average cost of capital, among others.

If our assumptions regarding business plans or anticipated growth rates and/or margins are not achieved, or there is a rise in interest rates, we may be required to record goodwill and/or identifiable intangible asset impairment charges in future periods, whether in connection with our next annual impairment testing on October 1, [removed: 2017] [added: 2018] or earlier, if an indicator of an impairment is present prior to the quarter in which the annual goodwill impairment test is to be performed.

We [removed: account] [added: recognize revenue] for the majority of our construction projects [removed: using the percentage-of-completion method of accounting;] [added: based on estimates;] therefore, variations of actual results from our assumptions may reduce our profitability.

Variations of actual results from assumptions on an unusually large project or on a number [added: of average size projects could be material.]

The U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act of 2010 (the “Bribery Act”) and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining [removed: business.][added: business or securing an improper advantage.]

As a result, reduced or delayed spending by the federal government and/or state and local governments may have a material and adverse impact on our business, financial condition, results of operations and cash flows.

Significant reductions in spending aimed at reducing federal, state or local budget deficits, the absence of a bipartisan agreement on the federal government's budget, the impact of sequestration or other changes in budget priorities could result in the deferral, delay or cancellation of projects or contracts that we might otherwise have sought to perform, personnel reductions or the closure of government facilities and offices, potentially impacting the level of demand for our services and our ability to execute, complete and receive compensation for our current contracts, or bid for and enter into new contracts with governmental agencies.

Certain of our competitors have lower overhead cost

We are subject to many laws and regulations, including those affecting U.S. public companies; changes to such laws and regulations may result in additional costs and impact our operations.

We are committed to upholding the highest standards of corporate governance and legal and ethical compliance.

We are subject to many laws and regulations, including various laws and regulations that apply specifically to U.S. public companies.

These include the rules and regulations of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the various regulations, standards and guidance put forth by the SEC and other governmental agencies to implement those laws.

New laws, rules and regulations, or changes to existing laws or their interpretations, could create added legal and financial costs and uncertainty for us.

Our efforts to comply with evolving laws, regulations and reporting standards may increase our general and administrative expenses, divert management time and attention or limit our operational flexibility, all of which could have a material adverse effect on our financial position and results of operations.

Many of our non-public competitors are not subject to these laws and regulations and the related costs and expenses of compliance.

The Tax Cuts and Jobs Act of 2017 could have negative or unexpected consequences for our customers; reduced government spending may adversely affect our own business.

The long-term impact of the Tax Cuts and Jobs Act of 2017 on the general economy cannot be reliably predicted at this time and will require rule-making and interpretation in a number of areas.

To the extent that certain of our customers are negatively affected by the new tax law and/or any uncertainty around the changes in the law or how it will be enforced, they may reduce spending and defer, delay or cancel projects or contracts.

Reduced government revenues resulting from the new tax law may also lead to reduced government spending, which may negatively impact our government contracting business.

Hurricanes and other severe weather may cause our projects to be delayed or canceled by our customers.

Depending upon the

The loss of such qualified employees could have an adverse effect on our business.

letters of credit, parent company guarantees or cash.

Our development of the present value of future cash flow projections is

In accordance with United States generally accepted accounting principles, we record revenue as work on the contract progresses.

Our policies require that all of our employees, subcontractors, vendors and agents worldwide must comply with applicable anti-bribery laws.

However, there is no assurance that our policies and procedures to ensure compliance with the FCPA, the Bribery Act and similar anti-bribery laws will eliminate the possibility of liability under such laws for actions taken by our employees, agents and intermediaries.

In addition, whether or not such expenses, penalties or sanctions are actually incurred, the actual or alleged violation of the FCPA, Bribery Act or similar anti-bribery laws could have a negative impact on our reputation.

Curtailed spending aimed at reducing federal, state and local budget deficits could result in governmental agencies or departments deferring or canceling projects that we might otherwise have sought to perform.

Budgetary constraints and ongoing concerns regarding the U.S. national debt may place downward pressure on spending levels of the U.S. government.

Item 3.

The annual impairment review of our indefinite lived intangible assets for the year ended December 31, 2016 resulted in a $2.4 million non-cash impairment charge as a result of a change in the fair value of a subsidiary trade name associated with a prior acquisition reported within our United States mechanical construction and facilities services segment.

We did not record an impairment of our goodwill for the year ended December 31, 2016.

We have historically experienced variances in the components of backlog related to project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond our control, and we may experience more delays or cancellations in the future.

The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread slowdowns.

We recognize revenues on construction contracts using the percentage-of-completion method of accounting in accordance with ASC Topic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts”.

See Application of Critical Accounting Policies in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Under the percentage-of-completion method of accounting, we record revenue as work on the contract progresses.

of average size projects could be material.

We have the following reportable [removed: segments] [added: segments,] which provide services associated with the design, integration, installation, start-up, operation and maintenance of various systems: (a) United States electrical construction and facilities services (involving systems for electrical power transmission and distribution; premises electrical and lighting systems; process instrumentation in the refining, chemical process, food process and mining industries; low-voltage systems, such as fire alarm, security and process control; voice and data communication; roadway and transit lighting; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration and clean-room process ventilation; fire protection; plumbing, process and high-purity piping; controls and filtration; water and wastewater treatment; central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services.

[removed: Ardent provides] electrical and instrumentation services to the [removed: petrochemical and] energy infrastructure market in North America, and this acquisition further strengthens our position in electrical construction and services and broadens our capabilities across the industrial and energy sectors, especially in the Gulf Coast, Midwest and Western regions of the United States.

The results of operations for the other company acquired have been included in our United States building services [removed: segment and were de minimus.][added: segment.]

The results of our operations for [removed: 2016] [added: 2017] set new [removed: Company] [added: company] records in terms of revenues, operating income, [added: net] income [removed: from continuing operations] [added: attributable to EMCOR Group, Inc.] and diluted earnings per [added: common] share from continuing [removed: operations.][added: operations, despite the challenges faced by our United States industrial services segment during 2017.]

The increase in revenues for 2016 was primarily attributable to: (a) our domestic construction segments, due to increased activity within the majority of the market sectors in which we operate, (b) our United States industrial services segment, as a result of increased demand for specialty services offerings within our field services operations, and (c) our United States building services segment, primarily due to higher volume within our mobile mechanical services [removed: operation.][added: operations.]

In addition, companies acquired in 2016 and 2015 generated incremental operating income of $14.3 million, [removed: net] [added: inclusive] of $4.1 million of amortization expense associated with identifiable intangible assets.

These three projects were substantially complete at the end of [removed: 2016, and we will seek recovery for our losses.][added: 2016.]

The decrease in operating margin was attributable to the cumulative impact of the three construction projects [removed: referenced above,] [added: previously referenced,] which incurred losses of $47.3 million.

| United States mechanical construction and facilities services | [removed: 2,661,763] [added: 2,963,815] | | | | [removed: 35] [added: 39] | % | | [removed: 2,312,763] [added: 2,643,321] | | | | [removed: 34] [added: 35] | % |

Our United States mechanical construction and facilities services segment revenues for the year ended December 31, 2016 were [removed: $2,661.8] [added: $2,643.3] million, a [removed: $349.0] [added: $350.3] million increase compared to revenues of [removed: $2,312.8] [added: $2,293.0] million for the year ended December 31, 2015.

Revenues of our United States building services segment were [removed: $1,791.8] [added: $1,810.2] million and [removed: $1,739.3] [added: $1,759.0] million in 2016 and 2015, respectively.

| United States mechanical construction and facilities services | [removed: 1,822,921] [added: 1,683,718] | | | | [removed: 47] [added: 44] | % | | [removed: 1,683,501] [added: 1,818,536] | | | | [removed: 45] [added: 47] | % |

Our backlog does not include anticipated revenues from unconsolidated joint ventures or variable interest entities [removed: and] [added: nor] anticipated revenues from pass-through costs on contracts for which we are acting in the capacity of an agent and which are reported on the net basis.

The decrease in gross profit margin was attributable to the cumulative impact of the three construction projects [removed: referenced above,] [added: previously referenced,] which incurred losses of $47.3 million.

The following table presents selling, general and administrative expenses and SG&A margin (selling, general and administrative expenses as a percentage of revenues) for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] (in thousands, except for percentages):

The increase in selling, general and administrative expenses was also due to increases in the provision for [removed: doubtful accounts, information technology costs and certain non-income related taxes.]

The majority of obligations outstanding as of December 31, [removed: 2015 was] [added: 2016 were] paid during [removed: 2016.][added: 2017.]

The obligations outstanding as of December 31, [removed: 2016] [added: 2017] will be paid [removed: during the first half of 2017.][added: throughout 2018.]

No material expenses in connection with restructuring from continuing operations are expected to be incurred during [removed: 2017.][added: 2018.]

No impairment of our [removed: identifiable intangible assets] [added: goodwill] was recognized for the year ended December 31, [removed: 2015.][added: 2016.]

| United States mechanical construction and facilities services | [removed: 133,742] [added: 132,667] | | | | 5.0 | % | | [removed: 138,688] [added: 138,444] | | | | 6.0 | % |

| United States building services | [removed: 75,770] [added: 81,504] | | | | [removed: 4.2] [added: 4.6] | % | | [removed: 70,532] [added: 76,845] | | | | [removed: 4.1] [added: 4.2] | % |

The increase in operating income was also partially attributable to the acquisition of Ardent, which contributed operating income of $8.1 million, [removed: net] [added: inclusive] of $2.1 million of amortization expense associated with identifiable intangible assets, for the year ended December 31, 2016.

Operating income was negatively impacted by a transportation construction project in the Northeastern region of the United States, which incurred losses of $19.4 million as a result of productivity issues attributable to unfavorable job-site [removed: conditions, for which we will seek recovery.][added: conditions.]

Our United States mechanical construction and facilities services segment operating income for the year ended December 31, 2016 was [removed: $133.7] [added: $132.7] million, a [removed: $4.9] [added: $5.8] million decrease compared to operating income of [removed: $138.7] [added: $138.4] million for the year ended December 31, 2015.

These projects were substantially complete at the end of [removed: 2016, and we will seek recovery for our losses.][added: 2016.]

Companies acquired in 2015 generated incremental operating income of $3.4 million, [removed: net] [added: inclusive] of $0.6 million of amortization expense associated with identifiable intangible assets, for the year ended December 31, 2016.

The decrease in operating margin was attributable to the cumulative impact of the two projects [removed: referenced above,] [added: previously referenced,] which resulted in a 1.2% negative impact on this segment’s operating margin for 2016.

Operating income of our United States building services segment was [removed: $75.8] [added: $76.8] million and [removed: $70.5] [added: $70.8] million in 2016 and 2015, respectively.

Additionally, a company acquired during the second quarter of 2016, within our mobile mechanical services operations, generated operating income of $2.8 million, [removed: net] [added: inclusive] of $1.4 million of amortization expense associated with identifiable intangible assets, for the year ended December 31, 2016.

The following table presents selected financial data for the fiscal years ended December 31, [removed: 2015] [added: 2017] and [removed: 2014] [added: 2016] (in thousands, except percentages and per share data):

| Revenues increase from prior year | [removed: 4.6] [added: 1.8] | | % | | [removed: 1.4] [added: 12.4] | | % |

| Impairment loss on [added: goodwill and] identifiable intangible assets | $ | [removed: —] [added: 57,819] | | | $ | [removed: 1,471] [added: 2,428] | |

| Operating income as a percentage of revenues | 4.3 | | % | | [removed: 4.5] [added: 4.1] | | % |

| Net income attributable to EMCOR Group, Inc. | $ | [removed: 172,286] [added: 227,196] | | | $ | [removed: 168,664] [added: 181,935] | |

| Diluted earnings per common share from continuing operations | $ | [removed: 2.72] [added: 3.83] | | | $ | [removed: 2.59] [added: 3.02] | |

[removed: Our operating results for 2015 were negatively impacted by: (a)] [added: Increases in revenues within both of] our [removed: United States electrical] [added: domestic] construction [added: segments] and [removed: facilities] [added: our United Kingdom building] services [removed: segment, (b)] [added: segment were partially offset by decreases within] our United States industrial services segment and [removed: (c)] our United [removed: Kingdom] [added: States] building services segment.

[removed: Two] [added: The increase in revenues for 2017 was primarily attributable to incremental revenues] of [removed: the] [added: $192.4 million generated by] companies acquired in [removed: 2015,] [added: 2017 and 2016,] which are reported in our United States [removed: mechanical] [added: electrical] construction and facilities services segment, [removed: generated incremental revenues of $12.5 million] [added: our United States mechanical construction] and [removed: less than $0.1 million of operating income, net of $0.3 million of amortization expense associated with identifiable intangible assets.][added: facilities services segment and our United States building services segment.]

The following table presents our revenues for each of our operating segments and the approximate percentages that each segment’s revenues were of total revenues for the years ended December 31, [removed: 2015] [added: 2017] and [removed: 2014] [added: 2016] (in thousands, except for percentages):

| United States electrical construction and facilities services | $ | [removed: 1,367,142] [added: 1,829,567] | | | [removed: 20] [added: 24] | % | | $ | [removed: 1,311,988] [added: 1,704,403] | | | [removed: 20] [added: 23] | % |

Our reportable segments reflect certain reclassifications of prior year amounts from our United States mechanical construction and facilities services segment to our United States building services segment due to changes in our internal reporting structure.

2017 versus 2016

| | 2017 | | | | 2016 | | |

| Revenues | $ | 7,686,999 | | | $ | 7,551,524 | |

| Restructuring expenses | $ | 1,577 | | | $ | 1,438 | |

| Operating income | $ | 330,554 | | | $ | 308,458 | |

| Income from continuing operations | $ | 228,050 | | | $ | 185,295 | |

Excluding the effect of these acquisitions, revenues for 2017 decreased due to lower revenues from: (a) our United States industrial services segment, due to: (i) a decrease in large project activity from our specialty services offerings within our field services operations, (ii) the negative impact of Hurricane Harvey, which resulted in the deferral of, and may lead to the potential cancellation of, previously scheduled turnaround projects, and (iii) our industrial shop services operations and (b) our United States building services segment, primarily attributable to: (i) the loss of certain contracts not renewed pursuant to rebid within our commercial and government site-based services operations and (ii) a reduction in large project activity within their energy services operations.

These decreases in revenues were partially offset by by an increase in revenues from both of our domestic construction segments and our United Kingdom building services segment.

Despite a recent increase in crude oil prices, we continue to experience a decrease in demand for new heat exchangers due to a prolonged curtailment in capital spending from customers within our United States industrial services segment.

In addition, adverse market conditions and an increasingly competitive business environment within both our shop services operations and our field services operations have resulted in a decrease in our billing rates and related gross profit margins.

Consequently, we have tempered our expectations regarding the strength of a near-term recovery within the United States industrial services segment and recorded a non-cash goodwill impairment charge of $57.5 million during the fourth quarter of 2017.

Operating income and operating margin (operating income as a percentage of revenues) increased within all of our reportable segments, except for our United States industrial services segment.

The overall increase in operating income and operating margin was mainly attributable to the results of our domestic construction segments, which were favorably impacted by an increase in gross profit within the majority of the market sectors in which we operate.

In addition, our 2016 operating results were negatively impacted by: (a) $27.9 million of aggregate losses incurred on two construction projects reported within our United States mechanical construction and facilities services segment and (b) $19.4 million of losses incurred on a transportation construction project in the Northeastern region of the United States reported within our United States electrical construction and facilities services segment.

Companies acquired in 2017 and 2016 contributed incremental operating income of $3.5 million, inclusive of $10.7 million of amortization expense associated with identifiable intangible assets.

We acquired three companies during 2017.

One company provides fire protection and alarm services primarily in the Southern region of the United States.

The second company provides millwright services for manufacturing companies throughout the United States.

Both of their results have been included in our United States mechanical construction and facilities services segment.

The third company provides mobile mechanical services within the Western region of the United States, and its results have been included in our United States building services segment.

Ardent provides

| | 2017 | | | | % of Total | | | 2016 | | | | % of Total | |

| United States building services | 1,753,703 | | | | 23 | % | | 1,810,229 | | | | 24 | % |

| United States industrial services | 799,169 | | | | 10 | % | | 1,067,315 | | | | 14 | % |

| Total United States operations | 7,346,254 | | | | 96 | % | | 7,225,268 | | | | 96 | % |

| United Kingdom building services | 340,745 | | | | 4 | % | | 326,256 | | | | 4 | % |

| Total worldwide operations | $ | 7,686,999 | | | 100 | % | | $ | 7,551,524 | | | 100 | % |

The increase in revenues within the commercial market sector was primarily a result of work performed on numerous telecommunication construction projects.

The results for the year ended December 31, 2017 included $50.4 million of incremental revenues generated by the acquisition of Ardent.

The decrease in revenues was primarily attributable to: (a) the loss of certain contracts not renewed pursuant to rebid within our commercial and government site-based services operations, (b) a reduction in large project activity within its energy services operations and (c) a reduction in snow removal activities within our commercial site-based services operations.

These decreases were partially offset by an increase in revenues from our mobile mechanical services operations as a result of greater project, service and controls activities.

The results for the year ended December 31, 2017 included $65.8 million of incremental revenues generated by companies acquired in 2017 and 2016.

The decrease in revenues was attributable to decreased large project activity from our specialty services offerings within our field services operations, as well as a continued decrease in demand for new build heat exchangers from our shop services operations.

In addition, this segment’s revenues were negatively impacted by Hurricane Harvey, which resulted in the deferral of, and may lead to the potential cancellation of, previously scheduled turnaround projects.

Such decrease in turnaround projects also led to reduced repair work within our shop services operations.

The unfavorable exchange rates for the year ended December 31, 2017 resulted, in part, from the 2016 decision by the United Kingdom to exit the European Union.

| | December 31, 2017 | | | | % of Total | | | December 31, 2016 | | | | % of Total | |

| United States building services | 716,986 | | | | 19 | % | | 663,340 | | | | 17 | % |

| Total United States operations | 3,610,909 | | | | 95 | % | | 3,753,392 | | | | 96 | % |

| United States building services | 1,791,787 | | | | 24 | % | | 1,739,259 | | | | 26 | % |

| United States building services | 658,955 | | | | 17 | % | | 762,196 | | | | 20 | % |

Discontinued operations

During the third quarter of 2014, we ceased construction operations in the United Kingdom.

The results of the construction operations of our United Kingdom segment for all periods are presented in the Consolidated Financial Statements as discontinued operations.

2015 versus 2014

| | 2015 | | | | 2014 | | |

| Revenues | $ | 6,718,726 | | | $ | 6,424,965 | |

| Restructuring expenses | $ | 824 | | | $ | 1,168 | |

| Gain on sale of building | $ | — | | | $ | 11,749 | |

| Operating income | $ | 287,082 | | | $ | 289,878 | |

| Income from continuing operations | $ | 172,567 | | | $ | 178,117 | |

Our 2015 results included increased revenues from all of our reportable segments.

In addition, excluding the impact of the $11.7 million gain on the sale of a building and the $1.5 million impairment loss on identifiable intangible assets in 2014, our operating income increased in 2015 compared to 2014.

Our overall 2015 operating income and operating margin were favorably impacted by improved operating performance within: (a) our United States mechanical construction and facilities services segment, partially attributable to revenues of $12.1 million recognized as a result of the settlement of a claim on an institutional project located in the Southeastern region of the United States, and (b) our United States building services segment, as a result of increased profitability within this segment’s mobile mechanical and commercial site-based services operations.

Decreases in both operating income and operating margin within our United States electrical construction and facilities services segment were partially attributable to approximately $10.1 million of losses incurred on several transportation projects.

Decreases in both operating income and operating margin within our United States industrial services segment were primarily due to: (a) the negative impact of a nationwide strike by union employees of certain major oil refineries in the first half of 2015, which led to both deferrals and losses of certain turnaround projects that generate relatively high gross profit margins, and (b) a decrease in the billing rates and related gross profit margins within our industrial shop services operations due to competitive market conditions resulting from decreased demand for new heat exchangers as a result of volatility in crude oil prices that led to a curtailment in capital spending.

The results of operations for the third company acquired in 2015, which are reported in our United States building services segment, were de minimis.

| | 2015 | | | | % of Total | | | 2014 | | | | % of Total | |

| United States building services | 1,739,259 | | | | 26 | % | | 1,721,341 | | | | 27 | % |

| Total United States operations | 6,341,249 | | | | 94 | % | | 6,074,521 | | | | 95 | % |

| United Kingdom building services | 377,477 | | | | 6 | % | | 350,444 | | | | 5 | % |

| Total worldwide operations | $ | 6,718,726 | | | 100 | % | | $ | 6,424,965 | | | 100 | % |

Revenues increased within our United States industrial services segment despite a nationwide strike by union employees of certain major oil refineries that negatively impacted the first half of 2015.

The increase in revenues was primarily attributable to increased revenues from: (a) our mobile mechanical services operations, in part due to significant activity in the California and New England regions and increased project and retrofit activities, and (b) our energy services operations.

These increases were partially offset by decreased revenues from: (a) our government site-based services operations as a result of the completion in 2014 of two large long-term site-based joint venture projects not renewed pursuant to rebid and (b) our commercial site-based services operations as a result of: (i) a decline in add-on project activities, (ii) a decrease in revenues from its snow removal activities, as a result of less snowfall in geographical areas in which many of our contracts are billed on a per snow event basis, and (iii) a decrease in revenues from supplier management contracts.

The increase in revenues was primarily due to large capital and maintenance project activity within our industrial field services operations.

Revenues increased within this segment despite a nationwide strike by union employees of certain major oil refineries that negatively impacted the first half of 2015.

The increase in revenues was due to an increase in activity in the commercial market attributable to several new contract awards as well as increased work under existing contracts.

| | December 31, 2015 | | | | % of Total | | | December 31, 2014 | | | | % of Total | |

| United States building services | 762,196 | | | | 20 | % | | 732,960 | | | | 20 | % |

| United States industrial services | 54,578 | | | | 1 | % | | 101,154 | | | | 3 | % |

| Total United States operations | 3,646,066 | | | | 97 | % | | 3,483,504 | | | | 96 | % |

| United Kingdom building services | 125,097 | | | | 3 | % | | 150,084 | | | | 4 | % |

| Total worldwide operations | $ | 3,771,163 | | | 100 | % | | $ | 3,633,588 | | | 100 | % |

| Cost of sales | $ | 5,774,247 | | | $ | 5,517,719 | |

| Gross profit | $ | 944,479 | | | $ | 907,246 | |

Favorable variances in both gross profit and gross profit margin within: (a) our United States mechanical construction and facilities services segment, which included revenues of $12.1 million recognized as a result of the settlement of a claim on an institutional project located in the Southeastern region of the United States, and (b) our United States building services segment were partially offset by decreases in gross profit and gross profit margin within our United Kingdom building services and our United States electrical construction and facilities services segment.

Gross profit within our United States industrial services segment slightly increased; however, gross profit margin within this segment declined due to a decrease in the billing rates and related gross profit margins within our industrial shop services operations due to competitive market conditions resulting from decreased demand for new heat exchangers as a result of volatility in crude oil prices that led to a curtailment in capital spending.

| Selling, general and administrative expenses | $ | 656,573 | | | $ | 626,478 | |

We have not used any derivative financial instruments during the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] including trading or speculating on changes in interest rates or commodity prices of materials used in our business.

As of December 31, [removed: 2016,] [added: 2017,] there were borrowings of [removed: $125.0] [added: $25.0] million outstanding under the 2016 Revolving Credit Facility and the balance of the 2016 Term Loan was [removed: $300.0] [added: $284.8] million.

Based on the [removed: $425.0] [added: $309.8] million borrowings outstanding under the 2016 Credit Agreement, if overall interest rates were to increase by 100 basis points, interest expense, net of income taxes, would increase by approximately [removed: $2.6] [added: $2.3] million for the next twelve months.

Conversely, if overall interest rates were to decrease by 100 basis points, interest expense, net of income taxes, would decrease by approximately [removed: $2.6] [added: $2.3] million for the next twelve months.

We continually monitor the creditworthiness of our customers and maintain [removed: on-going] [added: ongoing] discussions with customers regarding contract status with respect to change orders and billing terms.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of over [removed: 9,500] [added: 10,000] vehicles.

While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that [added: such] price increases, if they were to occur, would be recoverable.

In [removed: 2016,] [added: 2017,] we had revenues of approximately [removed: $7.6] [added: $7.7] billion.

We specialize principally in providing construction services relating to electrical and mechanical systems in all types of [removed: non-residential and certain residential] facilities and in providing various services relating to the operation, maintenance and management of facilities, including refineries and petrochemical plants.

Worldwide, as of December 31, [removed: 2016,] [added: 2017,] we had approximately [removed: 31,000] [added: 32,000] employees.

Of our [removed: 2016] [added: 2017] revenues, approximately 96% were generated in the United States and approximately 4% were generated in foreign countries, substantially all in the United Kingdom.

Electrical and mechanical construction services primarily involve the design, integration, installation and [removed: start-up,] [added: start-up of,] and provision of services relating to: (a) electric power transmission and distribution systems, including power cables, conduits, distribution panels, transformers, generators, uninterruptible power supply systems and related switch gear and controls; (b) premises electrical and lighting systems, including fixtures and controls; (c) process instrumentation in the refining, chemical process, food process and mining industries; (d) low-voltage systems, such as fire alarm, security and process control systems; (e) voice and data communications systems, including fiber-optic and low-voltage cabling; (f) roadway and transit lighting and fiber-optic lines; (g) heating, ventilation, air conditioning, refrigeration and clean-room process ventilation systems; (h) fire protection systems; (i) plumbing, process and high-purity piping systems; (j) controls and filtration systems; (k) water and wastewater treatment systems; (l) central plant heating and cooling systems; (m) cranes and rigging; (n) millwrighting; and (o) steel fabrication, erection and welding.

Electrical and mechanical construction services generally fall into one of three categories: (a) large installation projects with contracts often in the multi-million dollar range that involve construction of manufacturing and commercial buildings and institutional and public works projects or the fit-out of large blocks of space within commercial buildings, (b) large and medium sized capital and maintenance projects for manufacturing, petrochemical, [removed: oil and] [added: oil,] industrial [added: and commercial] clients and (c) smaller installation projects typically involving fit-out, renovation and retrofit work.

Our largest projects have included those: (a) for institutional purposes (such as educational and correctional facilities and research laboratories); (b) for manufacturing purposes (such as pharmaceutical plants, steel, pulp and paper mills, chemical, food, automotive and semiconductor manufacturing facilities and power generation); (c) for transportation purposes (such as highways, bridges, airports and transit systems); (d) for commercial purposes (such as office buildings, data centers, convention centers, sports stadiums and shopping malls); (e) for hospitality purposes (such as resorts, hotels and casinos); (f) for water and wastewater purposes; (g) for healthcare purposes; (h) for process facilities [removed: such] [added: (such] as oil and gas refineries and chemical processing [removed: plants;] [added: plants);] and (i) for oil and gas pipeline compressor stations and terminal and metering facilities.

Our largest projects, which typically range in size from $10.0 million up to and occasionally exceeding $150.0 million and are frequently multi-year projects, represented approximately [removed: 29%] [added: 30%] of our worldwide construction services revenues in [removed: 2016.][added: 2017.]

Our projects of less than $10.0 million accounted for approximately [removed: 71%] [added: 70%] of our worldwide construction services revenues in [removed: 2016.][added: 2017.]

Our United States building services segment offers a broad range of services, including operation, maintenance and service of electrical and mechanical systems; commercial and government site-based operations and maintenance; facility maintenance and services, including outage services to utilities and manufacturing facilities; military base operations support services; mobile mechanical maintenance and services; floor care and janitorial services; landscaping, lot sweeping and snow removal; facilities management; vendor management; call center services; installation and support for building systems; program development, [removed: management and maintenance with respect to energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects.]

[removed: These] [added: Our] building [removed: services,] [added: services operations,] which generated approximately [removed: 31%] [added: 27%] of our [removed: 2016] [added: 2017] revenues, [removed: are provided] [added: provide services] to owners, operators, tenants and managers of all types of facilities both on a [removed: contract] [added: contractual] basis for a specified period of time and on an individual task order basis.

Of our [removed: 2016] [added: 2017] building services revenues, approximately [removed: 89%] [added: 84%] were generated in the United States and approximately [removed: 11%] [added: 16%] were generated in the United Kingdom.

Clients of our building services business include federal and state governments, [added: institutional organizations,] utilities, independent power producers, [added: healthcare providers,] and major corporations engaged in information technology, telecommunications, pharmaceuticals, financial services, publishing and other manufacturing, and large retailers and other businesses with geographically dispersed portfolios throughout the United States.

We also provide building services to a number of military bases, including base operations support services to the Navy National Capital Region and the Army’s Fort [removed: Huachuca,] [added: Huachuca in] Arizona, and are involved in a joint venture providing building services to [removed: the Naval Support Activity Mid-South Base] [added: NASA’s Armstrong Flight Research Center] in [removed: Tennessee.][added: Edwards, California.]

Our United Kingdom subsidiary primarily focuses on building services and currently provides a broad range of services under multi-year agreements to public and private sector customers, including [added: utilities,] airlines, airports, real estate property managers, [removed: manufacturers and] [added: manufacturers,] governmental [removed: agencies.][added: agencies and the finance sector.]

Our industrial services business, which generated approximately [removed: 14%] [added: 10%] of our [removed: 2016] [added: 2017] revenues, is a recognized leader in the refinery turnaround market and has a growing presence in the petrochemical market.

Such services include turnaround and maintenance services relating to: (i) engineering and planning services in advance of complex refinery turnarounds; (ii) overhaul and maintenance of critical process units (including hydrofluoric alkylation units, fluid catalytic cracking units, coking units, heaters, heat exchangers and related mechanical equipment) during refinery and petrochemical plant shut downs; (iii) replacement and new construction capital projects for refineries and petrochemical plants; and (iv) other related specialty [removed: technical] services such as (a) welding (including pipe welding) and fabrication; heater, boiler, and reformer repairs and replacements; converter repair and revamps; and vessel, exchanger and tower services; (b) tower and column repairs in refineries and petrochemical facilities; (c) installation and repair of refractory materials for critical units in process plants so as to protect equipment from corrosion, erosion, and extreme temperatures; and (d) acid-proofing services to protect critical components at refineries from chemical exposure.

Because we have total assets, annual revenues, access to bank credit and surety [removed: bonding] [added: bonding,] and expertise significantly greater than most of our competitors, we believe we have a significant competitive advantage over our competitors in providing electrical and mechanical construction services.

In our industrial services business, we are [removed: a] [added: one of the] leading North American [removed: provider] [added: providers] of after-market maintenance and repair services for, and manufacturing of, highly engineered shell and tube heat exchangers and related equipment and a leader in providing specialized services to refineries and petrochemical plants.

At December 31, [removed: 2016,] [added: 2017,] we employed approximately [removed: 31,000] [added: 32,000] people, approximately [removed: 55%] [added: 57%] of whom are represented by various unions pursuant to approximately 400 collective bargaining agreements between our individual subsidiaries and local unions.

Our backlog at December 31, [removed: 2016] [added: 2017] was [removed: $3.90] [added: $3.79] billion compared to [removed: $3.77] [added: $3.90] billion of backlog at December 31, [removed: 2015.][added: 2016.]

Our backlog does not include anticipated revenues from unconsolidated joint ventures or variable interest entities [removed: and] [added: nor] anticipated revenues from pass-through costs on contracts for which we are acting in the capacity of an agent and which are reported on the net basis.

We estimate that [removed: 84%] [added: 85%] of our backlog as of December 31, [removed: 2016] [added: 2017] will be recognized as revenues during [removed: 2017.][added: 2018.]

In 2017, approximately 63% of revenues were derived from our construction operations, approximately 27% of revenues were derived from our building services operations and approximately 10% of revenues were derived from our industrial services operations.

Our United States electrical and mechanical construction operations accounted for about 63% of our 2017 revenues.

Of such revenues, approximately 38% were generated by our electrical construction operations and approximately 62% were generated by our mechanical construction operations.

management and maintenance with respect to energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects.

In 2016, approximately 34% of revenues were derived from new construction projects, 21% were derived from renovation and retrofit of customers’ existing facilities, 31% were derived from building services, and 14% were derived from industrial services.

Our United States electrical and mechanical construction services accounted for about 54% of our 2016 revenues, approximately 62% of which were related to new construction and approximately 38% of which were related to renovation and retrofit projects.

In July 2013, we acquired RepconStrickland, Inc., expanding services we provide to our refinery and petrochemical customers and significantly increasing the size of our industrial services business.

It is possible that some litigation matters for which [removed: reserves] [added: liabilities] have not been [removed: established] [added: recorded] could be decided unfavorably to us, and that any such unfavorable decisions could have a material adverse effect on our financial position, results of operations or liquidity.

10-K 1 [removed: eme-20161231x10k.htm] [added: eme-20171231x10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | x | Accelerated filer | ¨ | Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | [added: Emerging growth company | ¨ |]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $2,259,000,000] [added: $2,809,000,000] as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the New York Stock Exchange reported for such date.

Number of shares of the registrant’s common stock outstanding as of the close of business on February [removed: 17, 2017: 59,660,404] [added: 16, 2018: 58,373,310] shares.

Portions of the definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders, which document will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Items 10 through 14 of Part III of this Form 10-K.

| Item 1. | [removed: [Business](#s9E2943629FB75D62BF9A1E3D66E15791)] [added: [Business](#sB402176F40F95A85A79626F2F89E7B52)] | [removed: [1](#s9E2943629FB75D62BF9A1E3D66E15791)] [added: [1](#sB402176F40F95A85A79626F2F89E7B52)] |

| | [Available [removed: Information](#s60C809F5E7BF553AA98E42410B82D93C)] [added: Information](#s2FF525AFB05451D7A5BC525435AF5F05)] | [removed: [6](#s60C809F5E7BF553AA98E42410B82D93C)] [added: [6](#s2FF525AFB05451D7A5BC525435AF5F05)] |

| Item 1A. | [Risk [removed: Factors](#s482FC24015C255E9A3DA7AC685DED12E)] [added: Factors](#sF567A9EB281A518B947F06967BAB67DE)] | [removed: [6](#s482FC24015C255E9A3DA7AC685DED12E)] [added: [6](#sF567A9EB281A518B947F06967BAB67DE)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s202E1691B49658B4B6449DE5697EF741)] [added: Comments](#s756938D57A865A1E9E50260A44C0FF03)] | [removed: [13](#s202E1691B49658B4B6449DE5697EF741)] [added: [13](#s756938D57A865A1E9E50260A44C0FF03)] |

| Item 2. | [removed: [Properties](#sF20029CAF3195BD7892A60BAC25098A2)] [added: [Properties](#s296AA565DFCF534AB2230D0618D5303E)] | [removed: [14](#sF20029CAF3195BD7892A60BAC25098A2)] [added: [14](#s296AA565DFCF534AB2230D0618D5303E)] |

| Item 3. | [Legal [removed: Proceedings](#sFBDE0049B3595D4A93029DADA512DCA4)] [added: Proceedings](#sADB48D1E84F458F4ABF335935D161DCE)] | [removed: [16](#sFBDE0049B3595D4A93029DADA512DCA4)] [added: [16](#sADB48D1E84F458F4ABF335935D161DCE)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sCA2D5CA993FC5C0D806DB95F56E0E018)] [added: Disclosures](#sA7AC097A7B325DB987F5B70D17168B38)] | [removed: [16](#sCA2D5CA993FC5C0D806DB95F56E0E018)] [added: [16](#sA7AC097A7B325DB987F5B70D17168B38)] |

| | [Executive Officers of the [removed: Registrant](#s740A7E134D0B5897BC68C7E15246E798)] [added: Registrant](#sDFF89824B2F15E0F9452FB806DA5A23A)] | [removed: [17](#s740A7E134D0B5897BC68C7E15246E798)] [added: [17](#sDFF89824B2F15E0F9452FB806DA5A23A)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s73BC952C91C854A6B5C51908F39FD55F)] [added: Securities](#s88A17BC8E47856EA9108F96B52C37658)] | [removed: [18](#s73BC952C91C854A6B5C51908F39FD55F)] [added: [18](#s88A17BC8E47856EA9108F96B52C37658)] |

| Item 6. | [Selected Financial [removed: Data](#s33F257695D48564DB46E2EE359314E2D)] [added: Data](#sC529BE3AF19258EBAF2BFA9CA874AF84)] | [removed: [20](#s33F257695D48564DB46E2EE359314E2D)] [added: [20](#sC529BE3AF19258EBAF2BFA9CA874AF84)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s88F40E4E92B355F494542A47D052DBE8)] [added: Operations](#sA507D3F68DBA5C8A87858CFE397371CB)] | [removed: [21](#s88F40E4E92B355F494542A47D052DBE8)] [added: [21](#sA507D3F68DBA5C8A87858CFE397371CB)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sB97D7603FDD959BBAD2F81511C1E940C)] [added: Risk](#s6F452C613513588385F6CC30DD48B360)] | [removed: [40](#sB97D7603FDD959BBAD2F81511C1E940C)] [added: [40](#s6F452C613513588385F6CC30DD48B360)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s1CC6985CE65E55C494CC584CDE82B83E)] [added: Data](#sE854FF0E54B2521C9781BD71CCED5AA4)] | [removed: [41](#s1CC6985CE65E55C494CC584CDE82B83E)] [added: [41](#sE854FF0E54B2521C9781BD71CCED5AA4)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s17216464EAF15DE9BB958F95548BED3A)] [added: Disclosure](#sA4F438A6E25B5D1CAA142D94387F4F46)] | [removed: [78](#s17216464EAF15DE9BB958F95548BED3A)] [added: [79](#sA4F438A6E25B5D1CAA142D94387F4F46)] |

| Item 9A. | [Controls and [removed: Procedures](#sDF8329CB8C505F2CBB19C3134A0386BE)] [added: Procedures](#s37C5665893AC574D9CC1BE2FBBF84058)] | [removed: [78](#sDF8329CB8C505F2CBB19C3134A0386BE)] [added: [79](#s37C5665893AC574D9CC1BE2FBBF84058)] |

| Item 9B. | [Other [removed: Information](#s569EEAFA30E859608CE0AB92C527CCD6)] [added: Information](#s842332DCC563510A87ABA8C927EC1635)] | [removed: [78](#s569EEAFA30E859608CE0AB92C527CCD6)] [added: [79](#s842332DCC563510A87ABA8C927EC1635)] |

| [PART [removed: III](#sDEEF99A5618B56E3856EFDBF8650BE89)] [added: III](#sB88DA455F418561F9A1567870CA0F0E2)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s3B2978B5D62250DDA06FA61BE87E32C7)] [added: Governance](#s737F32D952985C85889165AEF9733D52)] | [removed: [79](#s3B2978B5D62250DDA06FA61BE87E32C7)] [added: [80](#s737F32D952985C85889165AEF9733D52)] |

| Item 11. | [Executive [removed: Compensation](#s20F4BF1C90F2534EAAE5B5BD6CFD9E6D)] [added: Compensation](#sC643DD24FB265E1BBB081AF9ADB5B683)] | [removed: [79](#s20F4BF1C90F2534EAAE5B5BD6CFD9E6D)] [added: [80](#sC643DD24FB265E1BBB081AF9ADB5B683)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s4F0C39C22EA15885A9D18F170A37EB1E)] [added: Matters](#s05E3E5BBB4D95D51B1D1E1D3DDE045A0)] | [removed: [79](#s4F0C39C22EA15885A9D18F170A37EB1E)] [added: [80](#s05E3E5BBB4D95D51B1D1E1D3DDE045A0)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s7261CA73034B542C92834FEA4C09057D)] [added: Independence](#s5FC7DC0ED7C35561B41D4D59666B9E74)] | [removed: [79](#s7261CA73034B542C92834FEA4C09057D)] [added: [80](#s5FC7DC0ED7C35561B41D4D59666B9E74)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s5ED997D193A25A92A6E511899B59BAF3)] [added: Services](#s8A242D1EF664528EB5524A6298ED3547)] | [removed: [79](#s5ED997D193A25A92A6E511899B59BAF3)] [added: [80](#s8A242D1EF664528EB5524A6298ED3547)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sF903BA418D895671ADEE5A2938C0E1F1)] [added: Schedules](#s3606652018DC53CD9C98F3955D78C40B)] | [removed: [80](#sF903BA418D895671ADEE5A2938C0E1F1)] [added: [81](#s3606652018DC53CD9C98F3955D78C40B)] |

Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are only predictions and are subject to risks, uncertainties and assumptions, including those identified below in the “Risk Factors” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, and other sections of this report, and in our Forms 10-Q for the three months ended March 31, [removed: 2016,] [added: 2017,] June 30, [removed: 2016] [added: 2017] and September 30, [removed: 2016] [added: 2017] and in other reports filed by us from time to time with the SEC as well as in press releases, in our presentations, on our website and in other material released to the public.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [PART I](#sA61F4BA741815734892327B321DEEC7E) | | |

| | [General](#s83352324E009560CBF6D16C2946C3F70) | [1](#s83352324E009560CBF6D16C2946C3F70) |

| | [Operations](#sB0E5734192E45AAEB010F28B8042DBB0) | [2](#sB0E5734192E45AAEB010F28B8042DBB0) |

| | [Competition](#s62AB99AA91CF5DCFB8FFC38FA38C2799) | [5](#s62AB99AA91CF5DCFB8FFC38FA38C2799) |

| | [Employees](#sEA8DE487CBD65CC79B7E1E18C69D3ACE) | [5](#sEA8DE487CBD65CC79B7E1E18C69D3ACE) |

| | [Backlog](#s0C293F5D875F5EAE9DD0E438C21BA9EB) | [5](#s0C293F5D875F5EAE9DD0E438C21BA9EB) |

| [PART II](#sEE2A8F6116BE5886AA89EC732F53FC14) | | |

| [PART IV](#s873CC45B666C5355ABF5484FF7CA0D8A) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#sE98325DD0DF458B083550EFB238ECDDF) | | |

| | [General](#s93BE2C9022B9500D906C57AEE6E3C493) | [1](#s93BE2C9022B9500D906C57AEE6E3C493) |

| | [Operations](#s4C7FC5B7C3565B47B825DF89E3154A2B) | [2](#s4C7FC5B7C3565B47B825DF89E3154A2B) |

| | [Competition](#sAF25F85451C35007BDECB7981C2684DF) | [5](#sAF25F85451C35007BDECB7981C2684DF) |

| | [Employees](#s1E64397FC24757AFA8ECE503DD6FF623) | [5](#s1E64397FC24757AFA8ECE503DD6FF623) |

| | [Backlog](#s1508E76F116A54E3B5E6B84B9F51A567) | [5](#s1508E76F116A54E3B5E6B84B9F51A567) |

| [PART II](#sA8EEB27C314B5C52A6451DE9DF8676E4) | | |

| [PART IV](#s49ADF6351CC05575A97974C17A1FE31B) | | |

| 3100 Woodcreek Drive Downers Grove, Illinois (a) | 56,551 | | | [removed: 7/31/2017] [added: 7/31/2027] |

| 6045 East Shelby Drive Memphis, Tennessee (c) | 53,618 | | | [removed: 4/30/2018] [added: 5/31/2023] |

| 6101 Triangle Drive Raleigh, North Carolina (b) | 53,394 | | | 12/31/2024 |

| 2900 Newpark Drive Barberton, Ohio (b) | 113,663 | | | 10/31/2027 |

| 2345 South CCI Way West Valley City, Utah (c) | 69,229 | | | 8/31/2027 |

| | | | | |

| 5101 York Street Denver, Colorado (b) | 77,553 | | | 2/28/2019 |

| 2900 Newpark Drive Baberton, Ohio (b) | 104,063 | | | 10/31/2024 |

Guzzi, Age [removed: 52;] [added: 53;] President since October 2004 and Chief Executive Officer since January 2011.

Pompa, Age [removed: 52;] [added: 53;] Executive Vice President and Chief Financial Officer of the Company since April 2006.

Kevin Matz, Age [removed: 58;] [added: 59;] Executive Vice President-Shared Services of the Company since December 2007 and Senior Vice President-Shared Services from June 2003 to December 2007.

Mauricio, Age [removed: 45;] [added: 46;] Senior Vice President, General Counsel and Secretary of the Company since January 2016.

| [removed: 2015] [added: 2017] | High | | | | Low | | |

As of February [removed: 17, 2017,] [added: 16, 2018,] there were approximately [removed: 214] [added: 307] stockholders of record and, as of that date, we estimate there were approximately [removed: 38,410] [added: 40,678] beneficial owners holding our common stock in nominee or “street” name.

The following table summarizes, as of December 31, [removed: 2016,] [added: 2017,] certain information regarding equity compensation plans that were approved by stockholders and equity compensation plans that were not approved by stockholders.

| (1) | Included within this amount are [removed: 585,165] [added: 606,072] restricted stock units awarded to our non-employee directors and employees. The weighted average exercise price would have been [removed: $23.06] [added: $24.48] had the weighted average exercise price calculation excluded such restricted stock units. |

The following table summarizes repurchases of our common stock made by us during the quarter ended December 31, [removed: 2016:][added: 2017:]

| (1) | On September 26, 2011, our Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common stock. On December 5, 2013, October 23, [removed: 2014 and] [added: 2014,] October 28, [removed: 2015,] [added: 2015 and October 25, 2017,] our Board of Directors authorized us to repurchase up to an additional $100.0 million, $250.0 [added: million, $200.0] million and [removed: $200.0] [added: $100.0] million of our outstanding common stock, respectively. As of December 31, [removed: 2016,] [added: 2017,] there remained authorization for us to repurchase approximately [removed: $165.6] [added: $174.8] million of our shares. No shares have been repurchased by us since the programs have been announced other than pursuant to these publicly announced programs. [added: The repurchase programs have no expiration date and do not obligate the Company to acquire any particular amount of common stock and may be suspended, recommenced or discontinued at any time or from time to time without prior notice.] We may repurchase our shares from time to time [removed: as] [added: to the extent] permitted by securities laws and other legal [removed: requirements.] [added: requirements, including provisions in our credit agreement placing limitations on such repurchases.] |

| First Quarter | $ | 72.88 | | | $ | 59.76 | |

| Second Quarter | $ | 69.14 | | | $ | 60.30 | |

| Third Quarter | $ | 70.26 | | | $ | 62.15 | |

| Fourth Quarter | $ | 84.11 | | | $ | 68.77 | |

| Equity Compensation Plans Approved by Security Holders | | 699,072 | | (1) | $ | 3.26 | | (1) | 1,461,316 | | (2) |

| Total | | 699,072 | | | $ | 3.26 | | | 1,461,316 | | |

| October 1, 2017 to October 31, 2017 | None | | None | None | | $176,972,856 |

| November 1, 2017 to November 30, 2017 | 20,005 | | $78.91 | 20,005 | | $175,394,253 |

| December 1, 2017 to December 31, 2017 | 8,073 | | $79.66 | 8,073 | | $174,751,129 |

| First Quarter | $ | 47.20 | | | $ | 39.83 | |

| Second Quarter | $ | 48.84 | | | $ | 43.74 | |

| Third Quarter | $ | 48.89 | | | $ | 43.42 | |

| Fourth Quarter | $ | 52.37 | | | $ | 42.85 | |

| Equity Compensation Plans Approved by Security Holders | | 728,165 | | (1) | $ | 4.53 | | (1) | 1,658,295 | | (2) |

| Total | | 728,165 | | | $ | 4.53 | | | 1,658,295 | | |

| October 1, 2016 to October 31, 2016 | 262,500 | | $58.19 | 262,500 | | $209,829,336 |

| November 1, 2016 to November 30, 2016 | 255,000 | | $68.55 | 255,000 | | $192,340,523 |

| December 1, 2016 to December 31, 2016 | 373,639 | | $71.61 | 373,639 | | $165,571,482 |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Revenues | $ | [removed: 7,551,524] [added: 7,686,999] | | | $ | [removed: 6,718,726] [added: 7,551,524] | | | $ | [removed: 6,424,965] [added: 6,718,726] | | | $ | [removed: 6,333,527] [added: 6,424,965] | | | $ | [removed: 6,195,494] [added: 6,333,527] | |

| Gross profit | $ | [removed: 1,037,862] [added: 1,147,012] | | | $ | [removed: 944,479] [added: 1,037,862] | | | $ | [removed: 907,246] [added: 944,479] | | | $ | [removed: 821,646] [added: 907,246] | | | $ | [removed: 803,979] [added: 821,646] | |

| Impairment loss on [added: goodwill and] identifiable intangible assets | $ | [removed: 2,428] [added: 57,819] | | | $ | [removed: —] [added: 2,428] | | | $ | [removed: 1,471] [added: —] | | | $ | [removed: —] [added: 1,471] | | | $ | — | |

| Gain on sale of building | $ | — | | | $ | — | | | $ | [removed: 11,749] [added: —] | | | $ | [removed: —] [added: 11,749] | | | $ | — | |

| Operating income | $ | [removed: 308,458] [added: 330,554] | | | $ | [removed: 287,082] [added: 308,458] | | | $ | [removed: 289,878] [added: 287,082] | | | $ | [removed: 240,350] [added: 289,878] | | | $ | [removed: 260,303] [added: 240,350] | |

| Net income attributable to EMCOR Group, Inc. | $ | [removed: 181,935] [added: 227,196] | | | $ | [removed: 172,286] [added: 181,935] | | | $ | [removed: 168,664] [added: 172,286] | | | $ | [removed: 123,792] [added: 168,664] | | | $ | [removed: 146,584] [added: 123,792] | |

| From continuing operations | $ | [removed: 3.05] [added: 3.85] | | | $ | [removed: 2.74] [added: 3.05] | | | $ | [removed: 2.61] [added: 2.74] | | | $ | [removed: 2.19] [added: 2.61] | | | $ | [removed: 2.32] [added: 2.19] | |

| From discontinued operations | [removed: (0.05] [added: (0.01] | | ) | | [removed: (0.00] [added: (0.05] | | ) | | [removed: (0.07] [added: (0.00] | | ) | | [removed: (0.34] [added: (0.07] | | ) | | [removed: (0.12] [added: (0.34] | | ) |

| | $ | [removed: 3.00] [added: 3.84] | | | $ | [removed: 2.74] [added: 3.00] | | | $ | [removed: 2.54] [added: 2.74] | | | $ | [removed: 1.85] [added: 2.54] | | | $ | [removed: 2.20] [added: 1.85] | |

| From continuing operations | $ | [removed: 3.02] [added: 3.83] | | | $ | [removed: 2.72] [added: 3.02] | | | $ | [removed: 2.59] [added: 2.72] | | | $ | [removed: 2.16] [added: 2.59] | | | $ | [removed: 2.28] [added: 2.16] | |

| | $ | [removed: 2.97] [added: 3.82] | | | $ | [removed: 2.72] [added: 2.97] | | | $ | [removed: 2.52] [added: 2.72] | | | $ | [removed: 1.82] [added: 2.52] | | | $ | [removed: 2.16] [added: 1.82] | |

| Equity (1) | $ | [removed: 1,537,942] [added: 1,674,117] | | | $ | [removed: 1,480,056] [added: 1,537,942] | | | $ | [removed: 1,429,387] [added: 1,480,056] | | | $ | [removed: 1,479,626] [added: 1,429,387] | | | $ | [removed: 1,357,179] [added: 1,479,626] | |

| Goodwill | $ | [removed: 979,628] [added: 964,893] | | | $ | [removed: 843,170] [added: 979,628] | | | $ | [removed: 834,102] [added: 843,170] | | | $ | [removed: 834,825] [added: 834,102] | | | $ | [removed: 566,588] [added: 834,825] | |

| Borrowings under revolving credit facility | $ | [removed: 125,000] [added: 25,000] | | | $ | [removed: —] [added: 125,000] | | | $ | — | | | $ | — | | | $ | [removed: 150,000] [added: —] | |

| Term loan, including current maturities | $ | [removed: 300,000] [added: 284,810] | | | $ | [removed: 315,000] [added: 300,000] | | | $ | [removed: 332,500] [added: 315,000] | | | $ | [removed: 350,000] [added: 332,500] | | | $ | [removed: —] [added: 350,000] | |

| Other long-term debt, including current maturities | $ | [removed: 31] [added: 20] | | | $ | [removed: 44] [added: 31] | | | $ | [removed: 57] [added: 44] | | | $ | [removed: 11] [added: 57] | | | $ | [removed: 18] [added: 11] | |

| Capital lease obligations, including current maturities | $ | [removed: 3,732] [added: 4,571] | | | $ | [removed: 3,869] [added: 3,732] | | | $ | [removed: 2,883] [added: 3,869] | | | $ | [removed: 4,652] [added: 2,883] | | | $ | [removed: 5,881] [added: 4,652] | |

| (1) | During [removed: 2016,] [added: 2017,] we repurchased approximately [removed: 1.5] [added: 1.4] million shares of our common stock for approximately [removed: $88.6] [added: $90.8] million. Since the inception of the repurchase programs in 2011 through December 31, [removed: 2016,] [added: 2017,] we have repurchased [removed: 11.4] [added: approximately 12.8] million shares of our common stock for approximately [removed: $484.4] [added: $575.2] million. The repurchase of shares results in a reduction of our equity. We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.08 per share, and we expect that quarterly dividends will be paid in the foreseeable future. |

| From discontinued operations | (0.01 | | ) | | (0.05 | | ) | | (0.00 | | ) | | (0.07 | | ) | | (0.34 | | ) |

| | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |

| Total assets | $ | 3,965,904 | | | $ | 3,852,438 | | | $ | 3,506,706 | | | $ | 3,354,558 | | | $ | 3,427,023 | |

| Total assets | $ | 3,894,170 | | | $ | 3,542,657 | | | $ | 3,383,847 | | | $ | 3,459,488 | | | $ | 3,102,106 | |

| | December 31, [removed: 2016] [added: 2017] | | | | December 31, [removed: 2015] [added: 2016] | | |

| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 464,617 | | | [removed: $] | [added: |] 486,831 | | [added: | | 432,056 | | |]

| Accounts receivable, less allowance for doubtful accounts of [removed: $12,252] [added: $17,230] and [removed: $11,175,] [added: $12,252,] respectively | [removed: 1,495,431] [added: 1,607,922] | | | | [removed: 1,359,862] [added: 1,495,431] | | |

| Costs and estimated earnings in excess of billings on uncompleted contracts | [removed: 130,697] [added: 122,621] | | | | [removed: 117,734] [added: 130,697] | | |

| Inventories | [removed: 37,426] [added: 42,724] | | | | [removed: 37,545] [added: 37,426] | | |

| Prepaid expenses and other | [removed: 82,676] [added: 43,812] | | | | [removed: 64,140] [added: 40,944] | | |

| Investments, notes and other long-term receivables | [removed: 8,792] [added: 2,309] | | | | [removed: 8,359] [added: 8,792] | | |

| Property, plant and equipment, net | [removed: 127,951] [added: 127,156] | | | | [removed: 122,018] [added: 127,951] | | |

| Goodwill | [removed: 979,628] [added: 964,893] | | | | [removed: 843,170] [added: 979,628] | | |

| Identifiable intangible assets, net | [removed: 487,398] [added: 495,036] | | | | [removed: 472,834] [added: 487,398] | | |

| Other assets | [removed: 79,554] [added: 92,001] | | | | [removed: 30,164] [added: 79,554] | | |

| Current maturities of long-term debt and capital lease obligations | $ | [removed: 15,030] [added: 15,364] | | | $ | [removed: 17,541] [added: 15,030] | |

| Accounts payable | [removed: 501,213] [added: 567,840] | | | | [removed: 488,251] [added: 501,213] | | |

| Billings in excess of costs and estimated earnings on uncompleted contracts | [removed: 489,242] [added: 524,156] | | | | [removed: 429,235] [added: 489,242] | | |

| Accrued payroll and benefits | [removed: 310,514] [added: 322,865] | | | | [removed: 268,033] [added: 310,514] | | |

| Other accrued expenses and liabilities | [removed: 195,775] [added: 220,727] | | | | [removed: 209,361] [added: 195,775] | | |

| Total current liabilities | [removed: 1,511,774] [added: 1,650,952] | | | | [removed: 1,412,421] [added: 1,511,774] | | |

| Borrowings under revolving credit facility | [removed: 125,000] [added: 25,000] | | | | [removed: —] [added: 125,000] | | |

| Long-term debt and capital lease obligations | [removed: 283,296] [added: 269,786] | | | | [removed: 297,559] [added: 283,296] | | |

| Preferred stock, [removed: $0.01] [added: $0.10] par value, 1,000,000 shares authorized, zero issued and outstanding | — | | | | — | | |

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 60,606,825] [added: 59,870,980] and [removed: 61,727,709] [added: 60,606,825] shares issued, respectively | [removed: 606] [added: 599] | | | | [removed: 617] [added: 606] | | |

| Capital surplus | [removed: 52,219] [added: 8,005] | | | | [removed: 130,369] [added: 52,219] | | |

| Accumulated other comprehensive loss | [removed: (101,703] [added: (94,200] | | ) | | [removed: (76,953] [added: (101,703] | | ) |

| Retained earnings | [removed: 1,596,269] [added: 1,796,556] | | | | [removed: 1,432,980] [added: 1,596,269] | | |

| Treasury stock, at cost [added: 1,072,552 and] 659,841 [removed: shares] [added: shares, respectively] | [removed: (10,302] [added: (37,693] | | ) | | (10,302 | | ) |

| Total EMCOR Group, Inc. stockholders’ equity | [removed: 1,537,089] [added: 1,673,267] | | | | [removed: 1,476,711] [added: 1,537,089] | | |

| Noncontrolling interests | [removed: 853] [added: 850] | | | | [removed: 3,345] [added: 853] | | |

| Total equity | [removed: 1,537,942] [added: 1,674,117] | | | | [removed: 1,480,056] [added: 1,537,942] | | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Revenues | $ | [removed: 7,551,524] [added: 7,686,999] | | | $ | [removed: 6,718,726] [added: 7,551,524] | | | $ | [removed: 6,424,965] [added: 6,718,726] | |

| Cost of sales | [removed: 6,513,662] [added: 6,539,987] | | | | [removed: 5,774,247] [added: 6,513,662] | | | | [removed: 5,517,719] [added: 5,774,247] | | |

| Gross profit | [removed: 1,037,862] [added: 1,147,012] | | | | [removed: 944,479] [added: 1,037,862] | | | | [removed: 907,246] [added: 944,479] | | |

| Selling, general and administrative expenses | [removed: 725,538] [added: 757,062] | | | | [removed: 656,573] [added: 725,538] | | | | [removed: 626,478] [added: 656,573] | | |

| Restructuring expenses | [removed: 1,438] [added: 1,577] | | | | [removed: 824] [added: 1,438] | | | | [removed: 1,168] [added: 824] | | |

| Impairment loss on [added: goodwill and] identifiable intangible assets | [removed: 2,428] [added: 57,819] | | | | [removed: —] [added: 2,428] | | | | [removed: 1,471] [added: —] | | |

| Operating income | [removed: 308,458] [added: 330,554] | | | | [removed: 287,082] [added: 308,458] | | | | [removed: 289,878] [added: 287,082] | | |

| Interest expense | [removed: (12,627] [added: (12,770] | | ) | | [removed: (8,932] [added: (12,627] | | ) | | [removed: (9,075] [added: (8,932] | | ) |

| Interest income | [removed: 663] [added: 965] | | | | [removed: 673] [added: 663] | | | | [removed: 842] [added: 673] | | |

| Income from continuing operations before income taxes | [removed: 296,494] [added: 318,749] | | | | [removed: 278,823] [added: 296,494] | | | | [removed: 281,645] [added: 278,823] | | |

| Income tax provision | [removed: 111,199] [added: 90,699] | | | | [removed: 106,256] [added: 111,199] | | | | [removed: 103,528] [added: 106,256] | | |

| Cash and cash equivalents | $ | 467,430 | | | $ | 464,617 | |

| Total current assets | 2,284,509 | | | | 2,169,115 | | |

| Total assets | $ | 3,965,904 | | | $ | 3,852,438 | |

| Other long-term obligations | 346,049 | | | | 394,426 | | |

| Total liabilities | 2,291,787 | | | | 2,314,496 | | |

| Total liabilities and equity | $ | 3,965,904 | | | $ | 3,852,438 | |

| From discontinued operation | (0.01 | | ) | | (0.05 | | ) | | (0.00 | | ) |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| Net income including noncontrolling interests | $ | 227,193 | | | | $ | 182,153 | | | $ | 172,507 | |

| Distributions from unconsolidated entities | 475 | | | — | | — | | | | — | | |

| Taxes paid related to net share settlements of equity awards | (3,462 | | ) | | | (4,225 | | ) | | (3,866 | | ) |

| Net income including noncontrolling interests | 227,193 | | | | — | | | | — | | | | — | | | | 227,196 | | | | — | | | | (3 | | ) |

| Other comprehensive income | 7,503 | | | | — | | | | — | | | | 7,503 | | | | — | | | | — | | | | — | | |

| Common stock dividends | (18,971 | | ) | | — | | | | 164 | | | | — | | | | (19,135 | | ) | | — | | | | — | | |

| Repurchase of common stock | (90,821 | | ) | | (10 | | ) | | (55,646 | | ) | | — | | | | (7,774 | | ) | | (27,391 | | ) | | — | | |

| Balance, December 31, 2017 | $ | 1,674,117 | | | $ | 599 | | | $ | 8,005 | | | $ | (94,200 | ) | | $ | 1,796,556 | | | $ | (37,693 | ) | | $ | 850 | |

Our reportable segments reflect certain reclassifications of prior year amounts from our United States mechanical construction and facilities services segment to our United States building services segment due to changes in our internal reporting structure.

During

During 2017, we recognized $18.1 million of gross profit associated with the recovery of certain contract costs previously disputed on a project completed in the prior year.

| | 2017 | | | | 2016 | | |

| | 9,340,311 | | | | 8,051,235 | | |

| | $ | (401,535 | ) | | $ | (358,545 | ) |

| | 2017 | | | | 2016 | | |

| | $ | (401,535 | ) | | $ | (358,545 | ) |

As of December 31, 2017 and 2016, there were no claim amounts included within accounts receivable.

We adopted this pronouncement on a retrospective basis.

As a result of such adoption, approximately $41.7 million of net deferred tax assets, which were previously presented as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2016, were reclassified as a reduction to “Other long-term obligations.”

Our 2017 annual goodwill impairment test

resulted in a $57.5 million non-cash impairment charge within our United States industrial services segment.

Such impairment was accounted for under the guidance provided by this new accounting pronouncement.

Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset.

We have additionally begun evaluating the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

With respect to revenues generated from long-term construction, service maintenance, and time and materials contracts, we do not anticipate any significant changes to the pattern of revenue recognition and do not believe that the guidance surrounding identifying contracts and performance obligations or measuring variable consideration will have a material impact on the revenue recognized for these arrangements.

However, we do not expect such change within our United States industrial services segment to have a material impact on our consolidated financial position and/or results of operations.

On January 4, 2017, March 1, 2017 and November 1, 2017, we acquired three companies for a total consideration of $109.3 million.

The second company provides millwright services for manufacturing companies throughout the United States.

Both of their results have been included in our United States mechanical construction and facilities services segment.

The third company provides mobile mechanical services within the Western region of the United States, and its results have been included in our United States building services segment.

| Total current assets | 2,210,847 | | | | 2,066,112 | | |

| Total assets | $ | 3,894,170 | | | $ | 3,542,657 | |

| Other long-term obligations | 436,158 | | | | 352,621 | | |

| Total liabilities | 2,356,228 | | | | 2,062,601 | | |

| Total liabilities and equity | $ | 3,894,170 | | | $ | 3,542,657 | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on sale of building | — | | | | — | | | | 11,749 | | |

| Loss on sale of subsidiary | — | | | | — | | | | 608 | | |

| Gain on sale of building | — | | | | — | | | | (11,749 | | ) |

| Proceeds from sale of subsidiary | — | | | | — | | | | 1,108 | | |

| Proceeds from sale of building | — | | | | — | | | | 11,885 | | |

| Payments to satisfy minimum tax withholding | (4,225 | | ) | | (3,866 | | ) | | (1,481 | | ) |

| Cash and cash equivalents at beginning of year | 486,831 | | | | 432,056 | | | | 439,813 | | |

| Balance, December 31, 2013 | $ | 1,479,626 | | | $ | 676 | | | $ | 408,083 | | | $ | (65,777 | ) | | $ | 1,133,873 | | | $ | (10,590 | ) | | $ | 13,361 | |

| Net income including noncontrolling interests | 173,427 | | | | — | | | | — | | | | — | | | | 168,664 | | | | — | | | | 4,763 | | |

| Other comprehensive loss | (17,420 | | ) | | — | | | | — | | | | (17,420 | | ) | | — | | | | — | | | | — | | |

| Common stock dividends | (21,293 | | ) | | — | | | | 253 | | | | — | | | | (21,546 | | ) | | — | | | | — | | |

| Repurchase of common stock | (206,028 | | ) | | (48 | | ) | | (205,980 | | ) | | — | | | | — | | | | — | | | | — | | |

During the third quarter of 2014, we ceased construction operations in the United Kingdom.

The segment formally named the United Kingdom construction and building services segment has been renamed the United Kingdom building services segment.

In addition, within the United

During 2015, we recognized revenues of $12.1 million as a result of the settlement of a claim within our United States mechanical construction and facilities services segment, which represented the partial recovery of cost on a project in which we incurred significant losses in a prior year.

| | 8,051,235 | | | | 8,445,095 | | |

| | $ | (358,545 | ) | | $ | (311,501 | ) |

In addition, accounts receivable as of December 31, 2016 and 2015 included claims of approximately $0.0 million and $0.3 million, respectively.

Prior to 2016, insurance liabilities were presented net of estimated insurance recoveries.

ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

This pronouncement is effective for fiscal years beginning after December 15, 2019, with early adoption permitted.

The adoption is required to be applied on a prospective basis.

In March 2016, we adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees.

This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted.

This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows.

In addition, this pronouncement

changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation.

As a result of the adoption, we recorded an adjustment to retained earnings of $1.0 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital.

We have not yet determined the effect that the adoption of this pronouncement may have on our financial position and/or results of operations.

On January 1, 2016, we adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively.

Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment.

On January 1, 2016, we adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs.

As of December 31, [removed: 2016,] [added: 2017,] our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control\-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has determined that EMCOR’s internal control over financial reporting is effective as of December 31, [removed: 2016.][added: 2017.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report appearing in this Annual Report on Form 10-K, which such report expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

In addition, our management with the participation of our principal executive officer and principal financial officer or persons performing similar functions has determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during the fourth quarter of our fiscal year ended December 31, [removed: 2016] [added: 2017] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The information required by this Item 10 with respect to directors is incorporated herein by reference to the Section of our definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders entitled “Election of Directors”, which Proxy Statement is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates (the “Proxy Statement”).

| | Consolidated Balance Sheets - December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] |

| | Consolidated Statements of Operations - Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | Consolidated Statements Comprehensive Income - Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | Consolidated Statements of Cash Flows - Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | Consolidated Statements of Equity - Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

Date: February [removed: 23, 2017][added: 22, 2018]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 23, 2017.][added: 22, 2018.]

| 2(a-1) | | Purchase Agreement dated as of February 11, 2002 by and among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co. | | [removed: Exhibit] [added: [Exhibit] 2.1 to EMCOR Group, Inc.’s (“EMCOR”) Report on Form 8-K dated February 14, [removed: 2002] [added: 2002](http://www.sec.gov/Archives/edgar/data/105634/000089375002000127/exh2_1.txt)] |

| 2(a-2) | | Purchase and Sale Agreement dated as of August 20, 2007 between FR X Ohmstede Holdings LLC and EMCOR Group, Inc. | | [removed: Exhibit] [added: [Exhibit] 2.1 to EMCOR’s Report on Form 8-K (Date of Report August 20, [removed: 2007)] [added: 2007)](http://www.sec.gov/Archives/edgar/data/105634/000093041307006943/c50010_ex2-1.htm)] |

| 2(a-3) | | Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc. | | [removed: Exhibit] [added: [Exhibit] 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, [removed: 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/105634/000010563413000134/a061713_8k.htm)] |

| 3(a-1) | | Restated Certificate of Incorporation of EMCOR filed December 15, 1994 | | [removed: Exhibit] [added: [Exhibit] 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form [removed: 10”)] [added: 10”)](http://www.sec.gov/Archives/edgar/data/105634/0000899681-95-000061.txt)] |

| 3(a-2) | | Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR | | [removed: Exhibit] [added: [Exhibit] 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form [removed: 10-K”)] [added: 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/0000950130-96-000829.txt)] |

| 3(a-3) | | Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR | | [removed: Exhibit] [added: [Exhibit] 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form [removed: 10-K”)] [added: 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/0000889812-98-000514.txt)] |

| 3(a-4) | | Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR | | [removed: Exhibit] [added: [Exhibit] 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form [removed: 10-K”)] [added: 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000093041306001268/c41117_ex3-a4.txt)] |

| 3(a-5) | | Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR | | [removed: Exhibit] [added: [Exhibit] A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, [removed: 2007] [added: 2007](http://www.sec.gov/Archives/edgar/data/105634/000093041307006783/c49457_def14a.htm)] |

| 4(a) | | Fifth Amended and Restated Credit Agreement dated as of August 3, 2016 by and among EMCOR Group, Inc. and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”) | | [removed: Exhibit] [added: [Exhibit] 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (“September 2016 Form [removed: 10-Q”)] [added: 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4a_2016930xq3.htm)] |

| 4(b) | | Fifth Amended and Restated Security Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | | [removed: Exhibit] [added: [Exhibit] 4(b) to the September 2016 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4b_2016930xq3.htm)] |

| 4(c) | | Fifth Amended and Restated Pledge Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | | [removed: Exhibit] [added: [Exhibit] 4(c) to the September 2016 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4c_2016930xq3.htm)] |

| 4(d) | | Fourth Amended and Restated Guaranty Agreement dated as of August 3, 2016 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent | | [removed: Exhibit] [added: [Exhibit] 4(d) to the September 2016 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4d_2016930xq3.htm)] |

| 10(a) | | Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa | | [removed: Exhibit] [added: [Exhibit] 10.1 to the April 2005 Form [removed: 8-K] [added: 8-K](http://www.sec.gov/Archives/edgar/data/105634/000093041305002903/c37102_ex10-1.txt)] |

| 10(b) | | Form of Amendment to Severance Agreement between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa | | [removed: Exhibit] [added: [Exhibit] 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form [removed: 10-Q”)] [added: 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(c) | | Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”) | | [removed: Exhibit] [added: [Exhibit] 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, [removed: 2004)] [added: 2004)](http://www.sec.gov/Archives/edgar/data/105634/000010563404000084/a8k1004.txt)] |

| 10(d) | | Form of Confidentiality Agreement between Anthony Guzzi and EMCOR | | [removed: Exhibit] [added: [Exhibit] C to the Guzzi Letter [removed: Agreement] [added: Agreement](http://www.sec.gov/Archives/edgar/data/105634/000010563404000084/a8k1004.txt)] |

| 10(e) | | Form of Indemnification Agreement between EMCOR and each of its officers and directors | | [removed: Exhibit] [added: [Exhibit] F to the Guzzi Letter [removed: Agreement] [added: Agreement](http://www.sec.gov/Archives/edgar/data/105634/000010563404000084/a8k1004.txt)] |

| 10(f-1) | | Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR | | [removed: Exhibit] [added: [Exhibit] D to the Guzzi Letter [removed: Agreement] [added: Agreement](http://www.sec.gov/Archives/edgar/data/105634/000010563404000084/a8k1004.txt)] |

| 10(f-2) | | Amendment to Guzzi Severance Agreement | | [removed: Exhibit] [added: [Exhibit] 10(g-2) to the March 2007 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(g-1) | | Continuity Agreement dated as of June 22, 1998 between Sheldon I. Cammaker and EMCOR (“Cammaker Continuity Agreement”) | | [removed: Exhibit] [added: [Exhibit] 10(c) to the June 1998 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] |

| 10(g-2) | | Amendment dated as of May 4, 1999 to Cammaker Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(i) to the June 1999 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] |

| 10(g-3) | | Amendment dated as of March 1, 2007 to Cammaker Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(m-3) to the March 2007 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(h-1) | | Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”) | | [removed: Exhibit] [added: [Exhibit] 10(f) to the June 1998 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] |

| 10(h-2) | | Amendment dated as of May 4, 1999 to Matz Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(m) to the June 1999 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] |

| 10(h-3) | | Amendment dated as of January 1, 2002 to Matz Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form [removed: 10-Q”)] [added: 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563402000005/a30210q.txt)] |

| 10(h-4) | | Amendment dated as of March 1, 2007 to Matz Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(n-4) to the March 2007 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(i-1) | | Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”) | | [removed: Exhibit] [added: [Exhibit] 10(g) to the June 1998 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] |

| 10(i-2) | | Amendment dated as of May 4, 1999 to Pompa Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(n) to the June 1999 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] |

| 10(i-3) | | Amendment dated as of January 1, 2002 to Pompa Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(p-3) to the March 2002 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563402000005/a30210q.txt)] |

| 10(i-4) | | Amendment dated as of March 1, 2007 to Pompa Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(o-4) to the March 2007 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(j-1) | | Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”) | | [removed: Exhibit] [added: [Exhibit] E to the Guzzi Letter [removed: Agreement] [added: Agreement](http://www.sec.gov/Archives/edgar/data/105634/000010563404000084/a8k1004.txt)] |

| 10(j-2) | | Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement | | [removed: Exhibit] [added: [Exhibit] 10(p-2) to the March 2007 Form [removed: 10-Q] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| 10(j-3) | | Amendment to Continuity Agreements and Severance Agreements with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | | [removed: Exhibit] [added: [Exhibit] 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form [removed: 10-K”)] [added: 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000093041309001016/c56715_ex10-q.txt)] |

| /S/ CAROL P. LOWE | Director |

| Carol P. Lowe | |

| /S/ WILLIAM P. REID | Director |

| William P. Reid | |

| | |

| Year Ended December 31, 2017 | | $ | 12,252 | | | 7,264 | | | (2,286 | ) | | $ | 17,230 | |

| | |

| 3(b) | | Amended and Restated By-Laws and Amendments thereto | | [Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000010563417000043/eme-ex3b_20161231xq4.htm) |

| 10(l-3) | | Amendment dated April 10, 2017 to Mauricio Continuity Agreement | | [Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017](http://www.sec.gov/Archives/edgar/data/105634/000010563417000061/eme-ex10lx3_2017331xq1.htm) |

| 10(m-8) | | Sixth Amendment to LTIP | | [Exhibit 10(l-8) to 2015 Form 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx8_20151231xq4.htm) |

| 10(f)(f) | | Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa | | [Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017](http://www.sec.gov/Archives/edgar/data/105634/000010563417000128/eme-ex10ff_2017630xq2.htm) |

| 21 | | List of Significant Subsidiaries | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563418000045/eme-ex21_20171231xq4.htm) |

| Year Ended December 31, 2014 | | $ | 11,890 | | | 2,918 | | | (4,384 | ) | | $ | 10,424 | |

| 3(b) | | Amended and Restated By-Laws and Amendments thereto | | Filed herewith |

| 10(m-8) | | Sixth Amendment to LTIP | | Exhibit 10(l-8) to 2015 Form 10-K |

| 10(o) | | Consents on December 15, 2009 to Transfer Stock Options by Non-Employee Directors | | Exhibit 10(z) to 2009 Form 10-K |

| 21 | | List of Significant Subsidiaries | | Filed herewith |