EMCOR Group (EME) 10-K risk factor changes: FY2018 vs FY2017

[removed: When the general level of economic] activity has been reduced from historical levels, certain of our ultimate customers have delayed or cancelled projects or capital spending, especially with respect to more profitable private sector work, and such slowdowns adversely affect our ability to grow, reducing our revenues and profitability.

General concerns about the fundamental soundness of domestic and foreign economies may cause ultimate customers to defer projects even if they [added: have credit available to them.]

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, [removed: delay] [added: delay, disruption] or cancellation of projects or contracts that we might otherwise have sought to perform, personnel reductions or the closure of government facilities and [removed: 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.][added: offices.]

An increase in the prices of certain materials used in our businesses [added: and protectionist trade measures] could adversely affect our businesses.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of [removed: over 10,000] [added: approximately 11,000] vehicles.

Fluctuations in energy prices as well as in commodity prices of [removed: materials] [added: materials, whether resulting from fluctuations in market supply or demand or geopolitical conditions, including an increase in trade protection measures such as tariffs and the disruption, modification or cancellation of multilateral trade agreements,] may adversely affect our customers and as a result cause them to curtail the use of our services.

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

[added: 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.

We are subject to many laws and [removed: regulations, including those affecting U.S. public companies;] [added: regulations in the jurisdictions in which we operate;] changes to such laws and regulations may result in additional costs and impact our operations.

Many of our non-public competitors [added: and competitors operating solely in the U.S.] are not subject to these laws and regulations and the related costs and expenses of compliance.

We perform our work under a variety of conditions, including but not limited to, difficult terrain, difficult site conditions and busy urban centers where delivery of materials and availability of labor may be impacted, clean-room environments where strict procedures must be followed, and sites which [removed: may have been exposed to] [added: contain] harsh [removed: and] [added: or] hazardous conditions, especially at chemical plants, refineries and other process facilities.

[added: 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.

[removed: We cannot be certain that we will be able] to [removed: maintain an adequate skilled labor force necessary to] operate efficiently and to support our business strategy or that labor expenses will not increase as a result of a shortage in the supply of these skilled personnel.

As of December 31, [removed: 2017,] [added: 2018,] approximately 57% of our employees were covered by collective bargaining agreements.

See Note [removed: 14] [added: 15] - Retirement Plans of the notes to consolidated financial statements included in Item 8.

We have operations in the United Kingdom, which in [removed: 2017] [added: 2018] accounted for approximately [removed: 4%] [added: 5%] of our revenues.

These actions and proceedings may involve actual or threatened claims by [removed: customers and/or] [added: customers,] employees [added: or other third parties] for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, property damage or other general commercial disputes.

Legal Proceedings and Note [removed: 15] [added: 16] - Commitments and Contingencies of the notes to consolidated financial statements included in Item 8.

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 [added: letters of credit, parent company guarantees or cash.]

However, unknown or changing trends, risks or circumstances, such as increases in claims, a weakening economy, increases in medical costs, changes in case law or [removed: legislation] [added: legislation,] or changes in the nature of the work we perform, could render our current estimates and accruals inadequate.

We may incur liabilities or suffer negative financial [removed: impact] [added: impacts] relating to occupational, health and safety matters.

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 and (b) recognize incompatibilities or other obstacles to successful integration of the acquired business [removed: with our other operations and gain greater efficiencies and scale that will translate into reduced costs in a timely manner.]

[added: 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: 2018] [added: 2019] 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.

It is not possible at this time to determine if any such [removed: additional] impairment charge would result or, if it does, whether such a charge would be material to our results of operations.

Amounts included in our [removed: backlog] [added: remaining performance obligations] may not result in actual revenues or translate into profits.

Many contracts are subject to cancellation or suspension on short notice at the discretion of the client, and the contracts in our [removed: backlog] [added: remaining performance obligations] are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contract.

Accordingly, there is no assurance that [removed: backlog] [added: revenue from remaining performance obligations] will actually be realized.

If our [removed: backlog fails] [added: remaining performance obligations fail] to materialize, we could experience a [removed: reduction in revenues and a] decline in profitability, which could result in a deterioration of our financial position and liquidity.

We and our customers and third party providers rely on information technology [removed: systems and] [added: systems,] hardware and [removed: third party] software to run critical accounting, project management and financial information systems.

In addition, the proper functioning of these systems may be impacted by other causes and circumstances beyond our control, including the decision by software vendors to discontinue further development, integration or long-term software maintenance support for our information systems, or hardware interruption, damage [removed: or disruption as a result of power outages, natural disasters, or computer network failures.]

When the general level of economic

These potential events could impact 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.

Prolonged

In addition, our United Kingdom operations are subject to laws and regulations that are in some cases different from those of the United Sates, including labor laws such as the U.K. Modern Slavery Act and laws and regulations governing information collected from employees, customers and others, specifically the European Union’s General Data Protection Regulation, which went into effect in May 2018.

These laws and regulations, and the economic, financial, political and regulatory impact of the United Kingdom’s decision to leave the European Union, could increase the cost and complexity of doing business in the U.K. and negatively impact our financial position and results of operations.

The increased incidence of severe weather and its related impacts, such as hurricanes, flooding and wildfires, could adversely impact our operations.

We cannot be certain that we will be able to maintain an adequate skilled labor force necessary

The availability and cost of a skilled labor force could be impacted by factors we cannot control, including changes in the unemployment rate, prevailing wage rates, benefit costs and competition for labor from our competitors in the markets we serve.

It is unclear at this time what effect, if any, the United Kingdom’s potential exit from the European Union may have on such exchange rates.

with our other operations and gain greater efficiencies and scale that will translate into reduced costs in a timely manner.

or disruption as a result of power outages, natural disasters, or computer network failures.

have credit available to them.

Certain of our competitors have lower overhead cost

Depending upon the

letters of credit, parent company guarantees or cash.

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

Our services are provided to a broad range of commercial, industrial, utility and institutional customers through approximately [removed: 75] [added: 80] operating subsidiaries and joint venture entities.

We have the following reportable 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 [removed: process,] [added: processing,] food [removed: process] [added: processing] 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.

The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility maintenance and services, including reception, security and catering services; outage services to utilities and industrial plants; military base operations support services; mobile [added: 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, management and maintenance for 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, which services are not generally related to customers’ construction programs.

The results of our operations for [removed: 2017] [added: 2018] set new company records in terms of revenues, operating income, [added: operating margin (operating income as a percentage of revenues),] net income attributable to EMCOR Group, Inc. and diluted earnings per common share from continuing [removed: operations, despite the challenges faced by our United States industrial services segment during 2017.][added: operations.]

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 [removed: of,] and [removed: may lead to the potential] cancellation [removed: of,] [added: 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 [removed: by] an increase in revenues from both of our domestic construction segments and our United Kingdom building services segment.

Consequently, we [removed: 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 [removed: (operating income as a percentage of revenues)] increased within all of our reportable segments, except for our United States industrial services segment.

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 [removed: segment.][added: segment]

[removed: Companies] [added: A company] acquired in 2017 [removed: and 2016] contributed incremental operating income of [removed: $3.5] [added: $3.6] million, inclusive of [removed: $10.7] [added: $0.8] million of amortization expense associated with identifiable intangible assets.

[added: Ardent provides] electrical and instrumentation services to the 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.

[removed: Two] [added: Both] of [removed: the companies acquired primarily provide mechanical construction services, and] their results [removed: of operations] have been included in our United States mechanical construction and facilities services segment.

The results of [removed: operations for the other company acquired] [added: these three companies] have been included in our United States building services segment.

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 [removed: its] [added: our] energy services operations and (c) a reduction in snow removal activities within our commercial site-based services operations.

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

This segment’s revenues were [removed: negatively] [added: positively] impacted by [removed: $15.9] [added: $15.2] million related to the effect of [removed: unfavorable] [added: favorable] exchange rates for the British pound versus the United States dollar.

The following table presents [added: by segment] our operating [removed: segment backlog] [added: income (loss) and each segment’s operating income (loss) as a percentage of such segment’s revenues] from unrelated entities [added: for the years ended December 31, 2018] and [removed: their respective percentages of total backlog] [added: 2017] (in thousands, except for percentages):

| | [removed: December 31, 2017] [added: 2018] | | | | % of Total | | | [removed: December 31, 2016] [added: 2017] | | | | % of Total | |

| United States electrical construction and facilities services | $ | [removed: 1,148,329] [added: 1,954,323] | | | [removed: 30] [added: 24] | % | | $ | [removed: 1,221,237] [added: 1,829,567] | | | [removed: 31] [added: 24] | % |

| United States mechanical construction and facilities services | [removed: 1,683,718] [added: 3,020,307] | | | | [removed: 44] [added: 37] | % | | [removed: 1,818,536] [added: 2,963,815] | | | | [removed: 47] [added: 39] | % |

| United States industrial services | [removed: 61,876] [added: 67,529] | | | | 2 | % | | [removed: 50,279] [added: 74,659] | | | | [removed: 1] [added: 2] | % |

[removed: This] [added: The slight] decrease in [removed: backlog] [added: remaining performance obligations at December 31, 2018] was attributable to a decrease in [removed: backlog] [added: remaining performance obligations] from our United States [removed: mechanical] [added: electrical] construction and facilities services segment and our United States [removed: electrical] [added: industrial services segment, partially offset by an increase in remaining performance obligations from our United States mechanical] construction and facilities services segment.

[removed: Backlog increases] [added: Remaining performance obligations increase] with awards of new contracts and [removed: decreases] [added: decrease] as we perform work [added: and recognize revenue] on existing contracts.

We include a project within our [removed: backlog] [added: remaining performance obligations] at such time as [removed: a contract] [added: the project] is awarded and agreement on contract terms has been reached.

[removed: Backlog includes unrecognized revenues to be realized from uncompleted construction contracts plus] [added: Remaining performance obligations also include] unrecognized revenues expected to be realized over the remaining term of [removed: services] [added: service] contracts.

Our [removed: backlog also includes] [added: remaining performance obligations include] amounts related to [removed: services] contracts for which a fixed price contract value is not assigned when a reasonable estimate of total [removed: revenues] [added: transaction price] can be [removed: made from budgeted amounts agreed to with our customers.][added: made.]

Our [removed: backlog is] [added: remaining performance obligations are] comprised of: (a) original contract amounts, (b) change orders for which we have received written confirmations from our customers, (c) pending change orders for which we expect to receive confirmations in the ordinary course of [removed: business and] [added: business,] (d) claim amounts that we have made against customers for which we have determined we have a legal basis under existing contractual arrangements and as to which [removed: we consider recovery] [added: the variable consideration constraint does not apply, and (e) other forms of variable consideration] to [removed: be probable.][added: the extent that such variable consideration has been included within the transaction price of our contracts.]

Such claim [added: and other variable consideration] amounts were immaterial for all periods presented.

[removed: As discussed in] [added: See] Note [removed: 2] [added: 3] - [removed: Summary of Significant Accounting Policies] [added: Revenue from Contracts with Customers] of the notes to consolidated financial statements included in Item 8.

The following table presents cost of sales, gross profit (revenues less cost of sales), and gross profit margin (gross profit as a percentage of revenues) for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] (in thousands, except for percentages):

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: 2017] [added: 2018] and [removed: 2016] [added: 2017] (in thousands, except for percentages):

| Selling, general and administrative expenses as a percentage of revenues | 9.8 | | % | | [removed: 9.6] [added: 9.9] | | % |

Our selling, general and administrative expenses for the year ended December 31, 2017 were [removed: $757.1] [added: $758.7] million, a [removed: $31.5] [added: $31.6] million increase compared to selling, general and administrative expenses of [removed: $725.5] [added: $727.1] million for the year ended December 31, 2016.

Selling, general and administrative expenses as a percentage of revenues were [removed: 9.8%] [added: 9.9%] and 9.6% for 2017 and 2016, respectively.

The increase in SG&A margin for the year ended December 31, 2017 was due to: (a) unabsorbed overhead costs within our United States industrial services segment due to the deferral [added: and cancellation] of certain turnaround activity as a result of Hurricane Harvey and (b) an increase in both the provision for doubtful accounts and employee healthcare costs.

The majority of obligations outstanding as of December 31, [removed: 2016] [added: 2017] were paid during [removed: 2017.][added: 2018.]

The [added: majority of] obligations outstanding as of December 31, [removed: 2017] [added: 2018] will be paid throughout [removed: 2018.][added: 2019 and 2020.]

No material expenses in connection with restructuring from continuing operations are expected to be incurred during [removed: 2018.][added: 2019.]

In conjunction with our 2017 annual impairment [removed: test on October 1,] [added: test,] we recognized [removed: a] $57.8 million [added: of] non-cash impairment [removed: charge.][added: charges.]

Of this amount, $57.5 million related to goodwill within our United States industrial services segment and $0.3 million related to a subsidiary trade name within [removed: the] [added: our] United States building services segment.

2018 versus 2017

| | 2018 | | | | 2017 | | |

| Revenues | $ | 8,130,631 | | | $ | 7,686,999 | |

| Restructuring expenses | $ | 2,306 | | | $ | 1,577 | |

| Operating income | $ | 403,083 | | | $ | 328,902 | |

| Income from continuing operations | $ | 285,922 | | | $ | 228,050 | |

The strong operating results were due to revenue growth within all of our reportable segments and an increase in operating income within the majority of our reportable segments.

Operating income and operating margin increased within all of our domestic reportable segments, except for our United States electrical construction and facilities services segment.

The improved operating results were primarily attributable to: (a) our United States industrial services segment, as this segment's results were negatively impacted by Hurricane Harvey during the second half of 2017, and (b) improved operating performance within all divisions of our United States building services segment.

Operating income for 2017 included $57.8 million of non-cash impairment charges, which resulted in a 0.8% negative impact on the Company’s operating margin.

The results for 2017 also included the recovery of certain contract costs previously disputed on a project that was completed in 2016 within our United States mechanical construction and facilities services segment, which resulted in $18.1 million of gross profit and favorably impacted consolidated operating margin by 0.2%.

The increase in net income attributable to EMCOR Group, Inc. and diluted earnings per common share from continuing operations in 2018 was due to an increase in operating income and the reduction in the U.S federal corporate tax rate due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”).

Our diluted earnings per common share from continuing operations for 2018 additionally benefited from a decrease in the weighted average number of shares outstanding as a result of the continued repurchase of our common stock.

We acquired four companies in 2018.

Two companies provide mobile mechanical services, one within the Eastern region and the other within the Western region of the United States.

The third company is a full service provider of mechanical services within the Southern region of the United States.

The fourth company provides electrical construction and maintenance services for industrial and commercial buildings in North Texas, and its results have been included in our United States electrical construction and facilities services segment.

| United States building services | 1,875,485 | | | | 23 | % | | 1,753,703 | | | | 23 | % |

| Total United States operations | 7,715,760 | | | | 95 | % | | 7,346,254 | | | | 96 | % |

| United Kingdom building services | 414,871 | | | | 5 | % | | 340,745 | | | | 4 | % |

| Total worldwide operations | $ | 8,130,631 | | | 100 | % | | $ | 7,686,999 | | | 100 | % |

The increase in revenues was attributable to increased revenues from all of our reportable segments.

The increase in revenues was attributable to an increase in activity within all of the market sectors in which we operate, except for the transportation market sector, as we approached substantial completion on several large multi-year transportation construction projects in 2018.

The increase in revenues was primarily attributable to an increase in revenues from commercial and institutional construction projects, partially offset by a decrease in revenues from large projects within the manufacturing market sector.

The increase in revenues was due to an increase in revenues from both our field and shop services operations.

The increase in revenues from our field services operations was due to an increase in turnaround project activity during the second half of 2018 as this division began to recover from the negative impact of Hurricane Harvey, which resulted in the cancellation of previously scheduled turnarounds during 2017 and early 2018.

The increase in revenues from our shop services operations was due to increases in demand for new build heat exchangers, as well as our cleaning, repair and maintenance services.

The increase in revenues was the result of increased project activity with existing customers and new contract awards within the commercial, institutional and water and wastewater market sectors.

| | 2018 | | | | 2017 | | |

| Cost of sales | $ | 6,925,178 | | | $ | 6,539,987 | |

| Gross profit | $ | 1,205,453 | | | $ | 1,147,012 | |

Gross profit and gross profit margin for the year ended December 31, 2017 were favorably impacted by the recovery of certain contract costs previously disputed on a project that was completed in 2016 within our United States mechanical construction and facilities services segment, resulting in $18.1 million of gross profit and a 0.2% favorable impact on the Company’s 2017 gross profit margin.

| | 2018 | | | | 2017 | | |

| Selling, general and administrative expenses | $ | 799,157 | | | $ | 758,714 | |

In addition to the impact of acquisitions, selling, general and administrative expenses increased due to: (a) an increase in salaries, partially as a result of an increase in headcount due to higher revenues than in the prior year, (b) an increase in incentive compensation expense, due to higher annual operating results than in the prior year , and (c) increases in other selling, general and administrative expenses, such as information technology, consulting and other professional fees.

The decrease in SG&A margin for the year ended December 31, 2018 was partially due to a reduction in the provision for doubtful accounts, primarily within our United States electrical construction and facilities services segment and our United States building services segment, as well as an increase in revenues without commensurate increases in our overhead cost structure.

Additionally, no impairment of our goodwill was recognized for the year ended December 31, 2018.

The goodwill impairment primarily resulted from both lower forecasted revenues and operating margins from our United States industrial services segment, which had been adversely affected by poor market conditions, predominately within its shop services operations due to: (a) a prolonged curtailment in capital

| | 2018 | | | | % of Segment Revenues | | | 2017 | | | | % of Segment Revenues | |

| United States building services | 93,827 | | | | 5.0 | % | | 81,720 | | | | 4.7 | % |

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

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.

Ardent provides

We acquired three companies in 2015, each for an immaterial amount.

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

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

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

Backlog

| Backlog: | | | | | | | | | | | | | |

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

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

| United Kingdom building services | 179,148 | | | | 5 | % | | 149,530 | | | | 4 | % |

| Total worldwide operations | $ | 3,790,057 | | | 100 | % | | $ | 3,902,922 | | | 100 | % |

Our backlog at December 31, 2017 was $3.79 billion compared to $3.90 billion at December 31, 2016.

Backlog is not a term recognized under United States generally accepted accounting principles; however, it is a common measurement used in our industry.

However, we do not include in backlog contracts for which we are paid on a time and material basis and a fixed amount cannot be determined, and if the remaining term of a services contract exceeds 12 months, the unrecognized revenues attributable to such contract included in backlog are limited to only the next 12 months of revenues provided for in the contract award.

Our backlog does not include anticipated revenues from unconsolidated joint ventures or variable interest entities 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 believe our backlog is firm, although many contracts are subject to cancellation at the election of our customers.

Historically, cancellations have not had a material adverse effect on us.

Financial Statements and Supplementary Data, in May 2014, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition.

This guidance is effective for fiscal years and interim periods beginning after December 15, 2017, and we will adopt the standard on January 1, 2018.

As part of such guidance, a company is required to disclose the amount of revenues to be recognized from remaining unsatisfied performance obligations in existing contracts.

Such measure will replace our current non-GAAP backlog disclosure.

Although not expected to result in a material difference as it relates to our long-term construction contracts, we believe the new guidance will result in a

significant decrease in backlog as it pertains to our fixed price services contracts.

Under our current backlog measurement as discussed above, if the remaining term of a services contract exceeds 12 months, the unrecognized revenues attributable to such contract included in backlog are limited to only the next 12 months of revenues provided for in the contract award.

However, under the GAAP measurement, revenues included in backlog for services contracts may be limited by the termination clause within such contracts, many of which are subject to cancellation or suspension on short notice at the discretion of our customers.

| Selling, general and administrative expenses | $ | 757,062 | | | $ | 725,538 | |

The 2016 impairment resulted from a decrease in the hypothetical royalty rate and lower forecasted revenues from a company within this segment.

| United States building services | 81,504 | | | | 4.6 | % | | 76,845 | | | | 4.2 | % |

| United Kingdom building services | 14,849 | | | | 4.4 | % | | 11,946 | | | | 3.7 | % |

| Total worldwide operations | 330,554 | | | | 4.3 | % | | 308,458 | | | | 4.1 | % |

The increase in

From January 1, 2017 to April 15, 2017, Ardent incurred an operating loss of $1.8 million, inclusive of $0.9 million of amortization expense associated with identifiable intangible assets.

As previously discussed under “Impact of Acquisitions”, these amounts represent Ardent’s operating results in the current reported period only for the time period Ardent was not owned by EMCOR in the comparable prior reported period.

For joint ventures that have been accounted for using the consolidation method of accounting, noncontrolling interests represent the allocation of earnings to our joint venture partners who either have a minority-ownership interest in the joint venture or are not at risk for the majority of losses of the joint venture.

2016 versus 2015

| | 2016 | | | | 2015 | | |

| Revenues | $ | 7,551,524 | | | $ | 6,718,726 | |

We have not used any derivative financial instruments during the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] including trading or speculating on changes in interest rates or commodity prices of materials used in our business.

As of December 31, [removed: 2017,] [added: 2018,] there were borrowings of $25.0 million outstanding under the 2016 Revolving Credit Facility and the balance of the 2016 Term Loan was [removed: $284.8] [added: $269.6] million.

Based on the [removed: $309.8] [added: $294.6] 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: $2.3] [added: $2.2] 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: $2.3] [added: $2.2] million for the next twelve months.

We are also exposed to construction market risk and its potential related impact on accounts receivable or [removed: costs and estimated earnings in excess of billings] [added: contract assets] on uncompleted contracts.

Therefore, we believe we take appropriate action to manage market and other risks, but there is no assurance that we will be able to reasonably identify all risks with respect to [added: the] collectibility of these assets.

See also the previous discussions of Revenue Recognition from [removed: Long-term Construction] Contracts [removed: and Services Contracts] [added: with Customers] and Accounts Receivable under Application of Critical Accounting Policies in Item 7.

We believe the exposure to the effects that fluctuating foreign currencies may have on our consolidated results of operations is limited because [removed: the] [added: our] foreign operations primarily invoice customers and collect obligations in their respective local currencies.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of [removed: over 10,000] [added: approximately 11,000] vehicles.

Additionally, our fixed price contracts do not allow us to adjust our prices and, as a result, increases in material [removed: or fuel] costs could reduce our profitability with respect to projects in progress.

In [removed: 2017,] [added: 2018,] we had revenues of approximately [removed: $7.7] [added: $8.1] billion.

Our services are provided to a broad range of commercial, industrial, utility and institutional customers through approximately [removed: 75] [added: 80] operating subsidiaries and joint venture entities.

| • | Process instrumentation in the refining, chemical [removed: process,] [added: processing,] food [removed: process] [added: processing] and mining industries; |

We also provide our construction services indirectly by acting as a subcontractor to general contractors, systems suppliers, [added: construction managers, developers,] property managers and other subcontractors.

Worldwide, as of December 31, [removed: 2017,] [added: 2018,] we had approximately [removed: 32,000] [added: 33,000] employees.

Of our [removed: 2017] [added: 2018] revenues, approximately [removed: 96%] [added: 95%] were generated in the United States and approximately [removed: 4%] [added: 5%] were generated in foreign countries, substantially all in the United Kingdom.

In [removed: 2017,] [added: 2018,] approximately [removed: 63%] [added: 61%] of revenues were derived from our construction operations, approximately [removed: 27%] [added: 28%] of revenues were derived from our building services operations and approximately [removed: 10%] [added: 11%] of revenues were derived from our industrial services operations.

For information regarding the revenues, operating income and total assets of each of our segments with respect to each of the last three years, and our revenues and assets attributable to the United States and the United Kingdom for the last three years, see Note [removed: 17] [added: 18] - Segment Information of the notes to consolidated financial statements included in Item 8.

[removed: Electrical] [added: Our electrical] and mechanical construction services primarily involve the design, integration, installation and 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 [removed: process,] [added: processing,] food [removed: process] [added: processing] 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.

[removed: Electrical] [added: Our 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, oil, industrial and commercial clients and (c) smaller installation projects typically involving fit-out, renovation and retrofit work.

Our United States electrical and mechanical construction operations accounted for about [removed: 63%] [added: 61%] of our [removed: 2017] [added: 2018 worldwide] revenues.

Of such revenues, approximately [removed: 38%] [added: 39%] were generated by our electrical construction operations and approximately [removed: 62%] [added: 61%] were generated by our mechanical construction operations.

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 [removed: casinos);] [added: gaming facilities);] (f) for water and wastewater purposes; (g) for healthcare purposes; (h) for process facilities (such as oil and gas refineries and chemical processing 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 30% of our worldwide construction services revenues in [removed: 2017.][added: 2018.]

Our projects of less than $10.0 million accounted for approximately 70% of our worldwide construction services revenues in [removed: 2017.][added: 2018.]

Our building services operations, which generated approximately [removed: 27%] [added: 28%] of our [removed: 2017] [added: 2018 worldwide] revenues, provide services to owners, operators, tenants and managers of all types of facilities both on a contractual basis for a specified period of time and on an individual task order basis.

Of our [removed: 2017] [added: 2018] building services revenues, approximately [removed: 84%] [added: 82%] were generated in the United States and approximately [removed: 16%] [added: 18%] were generated in the United Kingdom.

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

We currently provide building services in a majority of the states in the United States to commercial, industrial, institutional and governmental customers and as part of our operations are responsible for: (a) the oversight of all or most of the facilities [removed: operations of a business,] [added: operations,] including [removed: operation] [added: repair] and maintenance; (b) servicing, upgrade and retrofit of HVAC, electrical, plumbing and industrial piping and sheet metal systems in existing facilities; (c) interior and exterior services, including floor care and janitorial services, landscaping, lot sweeping and snow removal; (d) diagnostic and solution engineering for building systems and their components; and (e) maintenance and support services to manufacturers and power producers.

[removed: In the Washington D.C. metropolitan area, we] [added: We] provide building services at a number of preeminent buildings, including those that house the Secret Service, the Federal Deposit Insurance Corporation, the National Foreign Affairs Training Center, and the Department of Health and Human Services, as well as other government facilities, including the NASA Jet Propulsion [removed: Laboratory in Pasadena, California.][added: Laboratory.]

The agreements pursuant to which this division provides services to the federal government are frequently for a base [removed: year] [added: period] and a number of option years exercisable at the sole discretion of the government, are often subject to renegotiation by the government in terms of scope of services, and are subject to termination by the government prior to the expiration of the applicable term.

Our industrial services business, which generated approximately [removed: 10%] [added: 11%] of our [removed: 2017] [added: 2018 worldwide] revenues, is a recognized leader in the refinery turnaround market and has a growing presence in the petrochemical market.

Our industrial services business: (a) provides [removed: after-market] maintenance, repair and cleaning services for highly engineered shell and tube heat exchangers for refineries and petrochemical plants both in the field and at our own shops, including tube and shell repairs, bundle repairs, and extraction services, and (b) designs and manufactures new highly engineered shell and tube heat exchangers.

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 services such as (a) welding (including pipe welding) and fabrication; [added: (b)] heater, boiler, and reformer repairs and replacements; converter repair and revamps; and vessel, exchanger and tower services; [removed: (b)] [added: (c)] tower and column repairs in refineries and petrochemical facilities; [removed: (c)] [added: (d)] installation and repair of refractory materials for critical units in process plants so as to protect equipment from corrosion, erosion, and extreme temperatures; and [removed: (d)] [added: (e)] acid-proofing services to protect critical components at refineries from chemical exposure.

We believe that the electrical and mechanical construction services [removed: businesses are] [added: industry is] highly fragmented and our competition includes thousands of small companies across the United States.

While the building services [removed: business] [added: industry] is also highly fragmented, with most competitors operating in a specific geographic region, a number of large United States based corporations such as AECOM Technology Corporation, Johnson Controls, Inc., Fluor Corp., J&J Worldwide Services, Cushman & Wakefield Inc., CB Richard Ellis, Inc., Jones Lang LaSalle Incorporated, Sodexo, Inc., Aramark Corporation and ABM Industries Incorporated are engaged in this field, as are large original equipment manufacturers such as Carrier Corp. and Trane Inc. In addition, we compete with several regional firms serving all or portions of the markets we target, such as Brickman Valley Crest, Inc., Kellermeyer Bergensons Services, Inc., SMS Assist, LLC and Ferandino & Sons, Inc. Our principal services competitors in the United Kingdom include ISS UK Ltd. and MITIE Group plc.

In our industrial services business, we are one of the leading North American providers of [removed: 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.

The market for providing these services and products to refineries and petrochemical plants is highly fragmented and includes large national industrial services providers, as well as numerous regional companies, including JV Industrial Companies Ltd., Matrix Service Company, Starcon, Turner Industries, Team, Inc., Cust-O-Fab, Dunn Heat, and Wyatt Field Service [removed: Company.][added: Company, among others.]

Due to our technical capabilities, safety record and skilled workforce, we believe that we are in a strong competitive position in the industrial services [removed: market] [added: markets that] we serve.

Because of the complex tasks associated with turnarounds and the precision required in [removed: the manufacture of] [added: manufacturing] heat exchangers, we believe that the barriers to entry in this business are significant.

At December 31, [removed: 2017,] [added: 2018,] we employed approximately [removed: 32,000] [added: 33,000] people, approximately 57% of whom are represented by various unions pursuant to approximately 400 collective bargaining agreements between our individual subsidiaries and local unions.

[removed: Backlog increases] [added: Remaining performance obligations increase] with awards of new contracts and [removed: decreases] [added: decrease] as we perform work [added: and recognize revenue] on existing contracts.

We include a project within our [removed: backlog] [added: remaining performance obligations] at such time as [removed: a contract] [added: the project] is awarded and agreement on contract terms has been reached.

[removed: Backlog includes unrecognized revenues to be realized from uncompleted construction contracts plus] [added: Remaining performance obligations also include] unrecognized revenues expected to be realized over the remaining term of [removed: services] [added: service] contracts.

Our [removed: backlog also includes] [added: remaining performance obligations include] amounts related to [removed: services] contracts for which a fixed price contract value is not assigned when a reasonable estimate of total [removed: revenues] [added: transaction price] can be [removed: made from budgeted amounts agreed to with our customers.][added: made.]

Our [removed: backlog is] [added: remaining performance obligations are] comprised of: (a) original contract amounts, (b) change orders for which we have received written confirmations from our customers, (c) pending change orders for which we expect to receive confirmations in the ordinary course of [removed: business and] [added: business,] (d) claim amounts that we have made against customers for which we have determined we have a legal basis under existing contractual arrangements and as to which [removed: we consider recovery] [added: the variable consideration constraint does not apply, and (e) other forms of variable consideration] to [removed: be probable.][added: the extent that such variable consideration has been included within the transaction price of our contracts.]

Such claim [added: and other variable consideration] amounts were immaterial for all periods presented.

We estimate that [removed: 85%] [added: 83%] of our [removed: backlog] [added: remaining performance obligations] as of December 31, [removed: 2017] [added: 2018] will be recognized as revenues during [removed: 2018.][added: 2019.]

Copies of these charters, guidelines and codes, and any waivers or amendments to such codes which are applicable to our executive officers, senior financial officers or directors, can be obtained free of charge [removed: from] [added: on] our website, www.emcorgroup.com.

Our electrical and mechanical construction services primarily involve the design, integration, installation, start-up, operation and maintenance, and provision of services relating to:

Remaining Unsatisfied Performance Obligations

Our remaining unsatisfied performance obligations (“remaining performance obligations”) at December 31, 2018 were $3.96 billion.

Remaining performance obligations include unrecognized revenues to be realized from uncompleted construction contracts.

Although many of our construction contracts are subject to cancellation at the election of our customers, in accordance with industry practice, we do not limit the amount of unrecognized revenue included within remaining performance obligations due to the

inherent substantial economic penalty that would be incurred by our customers upon cancellation.

We believe our reported remaining performance obligations for our construction contracts are firm and contract cancellations have not had a material adverse effect on us.

However, to the extent a service contract includes a cancellation clause which allows for the termination of such contract by either party without a substantive penalty, the remaining contract term, and therefore, the amount of unrecognized revenues included within remaining performance obligations, is limited to the notice period required for the termination.

We design, integrate, install, start-up, operate and maintain various electrical and mechanical systems, including:

Backlog

Our backlog at December 31, 2017 was $3.79 billion compared to $3.90 billion of backlog at December 31, 2016.

Backlog is not a term recognized under United States generally accepted accounting principles; however, it is a common measurement used in our industry.

However, we do not include in backlog contracts for which we are paid on a time and material basis and a fixed amount cannot be determined, and if the remaining term of a services contract exceeds 12 months, the unrecognized revenues attributable to such contract included in backlog are limited to only the next 12

months of revenues provided for in the contract award.

Our backlog does not include anticipated revenues from unconsolidated joint ventures or variable interest entities 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 believe our backlog is firm, although many contracts are subject to cancellation at the election of our customers.

Historically, cancellations have not had a material adverse effect on us.

See Note [removed: 15] [added: 16] - Commitments and Contingencies of the notes to consolidated financial statements included in Item 8.

10-K 1 [removed: eme-20171231x10k.htm] [added: eme-20181231x10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $2,809,000,000] [added: $3,270,000,000] 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: 16, 2018: 58,373,310] [added: 15, 2019: 55,997,627] shares.

Portions of the definitive proxy statement for the [removed: 2018] [added: 2019] 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](#sB402176F40F95A85A79626F2F89E7B52)] [added: [Business](#s6F43E1132D9A5D1191153AAAFA6B2DDF)] | [removed: [1](#sB402176F40F95A85A79626F2F89E7B52)] [added: [1](#s6F43E1132D9A5D1191153AAAFA6B2DDF)] |

| | [Available [removed: Information](#s2FF525AFB05451D7A5BC525435AF5F05)] [added: Information](#s235D0FB918E35507A4D048FAC19DF815)] | [removed: [6](#s2FF525AFB05451D7A5BC525435AF5F05)] [added: [6](#s235D0FB918E35507A4D048FAC19DF815)] |

| Item 1A. | [Risk [removed: Factors](#sF567A9EB281A518B947F06967BAB67DE)] [added: Factors](#sD09A81D0B6135AAF9E1FE053FADFF27C)] | [removed: [6](#sF567A9EB281A518B947F06967BAB67DE)] [added: [6](#sD09A81D0B6135AAF9E1FE053FADFF27C)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s756938D57A865A1E9E50260A44C0FF03)] [added: Comments](#sCE501D8134E550B5A5E4E26B0BEA0DA9)] | [removed: [13](#s756938D57A865A1E9E50260A44C0FF03)] [added: [13](#sCE501D8134E550B5A5E4E26B0BEA0DA9)] |

| Item 2. | [removed: [Properties](#s296AA565DFCF534AB2230D0618D5303E)] [added: [Properties](#s4D2F0ECECC055C81AB4237137E5CEC25)] | [removed: [14](#s296AA565DFCF534AB2230D0618D5303E)] [added: [14](#s4D2F0ECECC055C81AB4237137E5CEC25)] |

| Item 3. | [Legal [removed: Proceedings](#sADB48D1E84F458F4ABF335935D161DCE)] [added: Proceedings](#s0CFDD90B19F5538695E2EE44C284664E)] | [removed: [16](#sADB48D1E84F458F4ABF335935D161DCE)] [added: [16](#s0CFDD90B19F5538695E2EE44C284664E)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sA7AC097A7B325DB987F5B70D17168B38)] [added: Disclosures](#s144AE0BC368359958E42759805DE6B2B)] | [removed: [16](#sA7AC097A7B325DB987F5B70D17168B38)] [added: [16](#s144AE0BC368359958E42759805DE6B2B)] |

| | [Executive Officers of the [removed: Registrant](#sDFF89824B2F15E0F9452FB806DA5A23A)] [added: Registrant](#sA3A3A9F7B8DD502E98069D071906BB46)] | [removed: [17](#sDFF89824B2F15E0F9452FB806DA5A23A)] [added: [17](#sA3A3A9F7B8DD502E98069D071906BB46)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s88A17BC8E47856EA9108F96B52C37658)] [added: Securities](#s3043BBB007F157F198DCF90E7E8F1F5F)] | [removed: [18](#s88A17BC8E47856EA9108F96B52C37658)] [added: [18](#s3043BBB007F157F198DCF90E7E8F1F5F)] |

| Item 6. | [Selected Financial [removed: Data](#sC529BE3AF19258EBAF2BFA9CA874AF84)] [added: Data](#s00B09F3F31C354029C70A3CCBD38403F)] | [removed: [20](#sC529BE3AF19258EBAF2BFA9CA874AF84)] [added: [20](#s00B09F3F31C354029C70A3CCBD38403F)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sA507D3F68DBA5C8A87858CFE397371CB)] [added: Operations](#s1BC58BD0D53954E199A3ADBCE0D11C38)] | [removed: [21](#sA507D3F68DBA5C8A87858CFE397371CB)] [added: [21](#s1BC58BD0D53954E199A3ADBCE0D11C38)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s6F452C613513588385F6CC30DD48B360)] [added: Risk](#s32C78F6DDD315F0589BDE8671DEC35BF)] | [removed: [40](#s6F452C613513588385F6CC30DD48B360)] [added: [41](#s32C78F6DDD315F0589BDE8671DEC35BF)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sE854FF0E54B2521C9781BD71CCED5AA4)] [added: Data](#sA61FC5646E0750C68F1D15B466005A98)] | [removed: [41](#sE854FF0E54B2521C9781BD71CCED5AA4)] [added: [42](#sA61FC5646E0750C68F1D15B466005A98)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sA4F438A6E25B5D1CAA142D94387F4F46)] [added: Disclosure](#sA3A4DFEC2B275EA8B1F96FB6AFE93E66)] | [removed: [79](#sA4F438A6E25B5D1CAA142D94387F4F46)] [added: [88](#sA3A4DFEC2B275EA8B1F96FB6AFE93E66)] |

| Item 9A. | [Controls and [removed: Procedures](#s37C5665893AC574D9CC1BE2FBBF84058)] [added: Procedures](#sF57D56269B2F54748132F91306D8847D)] | [removed: [79](#s37C5665893AC574D9CC1BE2FBBF84058)] [added: [88](#sF57D56269B2F54748132F91306D8847D)] |

| Item 9B. | [Other [removed: Information](#s842332DCC563510A87ABA8C927EC1635)] [added: Information](#s99B844F2AF4755C0BC4B56F34D64B3EB)] | [removed: [79](#s842332DCC563510A87ABA8C927EC1635)] [added: [88](#s99B844F2AF4755C0BC4B56F34D64B3EB)] |

| [PART [removed: III](#sB88DA455F418561F9A1567870CA0F0E2)] [added: III](#sD657A050BB7F5D30904EADDFCE765EC4)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s737F32D952985C85889165AEF9733D52)] [added: Governance](#s05516E8720C15F83BB9F00FB23AF7F93)] | [removed: [80](#s737F32D952985C85889165AEF9733D52)] [added: [89](#s05516E8720C15F83BB9F00FB23AF7F93)] |

| Item 11. | [Executive [removed: Compensation](#sC643DD24FB265E1BBB081AF9ADB5B683)] [added: Compensation](#sF10917E2724859D887EB47F15A1B234E)] | [removed: [80](#sC643DD24FB265E1BBB081AF9ADB5B683)] [added: [89](#sF10917E2724859D887EB47F15A1B234E)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s05E3E5BBB4D95D51B1D1E1D3DDE045A0)] [added: Matters](#s5E33C0078C11560B9AE5F829CD592943)] | [removed: [80](#s05E3E5BBB4D95D51B1D1E1D3DDE045A0)] [added: [89](#s5E33C0078C11560B9AE5F829CD592943)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s5FC7DC0ED7C35561B41D4D59666B9E74)] [added: Independence](#sBDEB485A61F551888E87F8A8FDEA939C)] | [removed: [80](#s5FC7DC0ED7C35561B41D4D59666B9E74)] [added: [89](#sBDEB485A61F551888E87F8A8FDEA939C)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#s8A242D1EF664528EB5524A6298ED3547)] [added: Services](#s0F1569333C85591EB8C3700DDBC34CC6)] | [removed: [80](#s8A242D1EF664528EB5524A6298ED3547)] [added: [89](#s0F1569333C85591EB8C3700DDBC34CC6)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s3606652018DC53CD9C98F3955D78C40B)] [added: Schedules](#s9030AABA3AEB5E73963505A0CC5CCADA)] | [removed: [81](#s3606652018DC53CD9C98F3955D78C40B)] [added: [90](#s9030AABA3AEB5E73963505A0CC5CCADA)] |

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: 2017,] [added: 2018,] June 30, [removed: 2017] [added: 2018] and September 30, [removed: 2017] [added: 2018] 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.

| [PART I](#s800F3A59947B5FE58A7E04F9D5D100D8) | | |

| | [General](#sC3970EFD28BD536F90371D893605B029) | [1](#sC3970EFD28BD536F90371D893605B029) |

| | [Operations](#sB381A4A8693F5035BA18CE9C4D24F1C2) | [2](#sB381A4A8693F5035BA18CE9C4D24F1C2) |

| | [Competition](#s9A907521CF9850F6876AECD7FA146C4B) | [5](#s9A907521CF9850F6876AECD7FA146C4B) |

| | [Employees](#s2D80F9682D2854548C8765067E604355) | [5](#s2D80F9682D2854548C8765067E604355) |

| | [Remaining Unsatisfied Performance Obligations](#s41BF4DC474D75E90820D18FAE117214B) | [5](#s41BF4DC474D75E90820D18FAE117214B) |

| [PART II](#s44F008DF14F15B2BAAE61F260F168B58) | | |

| [PART IV](#sABE61999B9F25AB28280ABB964D01C5D) | | |

| [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) | | |

| 1168 Fesler Street El Cajon, California (b) | 67,560 | | | [removed: 8/31/2020] [added: 8/31/2025] |

| 940 Remillard Court San Jose, California (c) | 119,560 | | | [removed: 7/31/2024] [added: 7/31/2029] |

| 7614 and 7720 Opportunity Drive Fort Wayne, Indiana (b) | 144,695 | | | [removed: 10/31/2018] [added: 7/31/2026] |

| 6101 [added: and 6025] Triangle Drive Raleigh, North Carolina (b) | 53,394 | | | 12/31/2024 |

| 5550 Airline Drive and 25 Tidwell Road Houston, Texas (b) | 97,936 | | | [removed: 12/31/2019] [added: 12/31/2024] |

| 2455 West 1500 South Salt Lake City, Utah (a) | [removed: 58,339] [added: 59,677] | | | [removed: 4/30/2018] [added: 4/30/2025] |

| 2345 South CCI Way West Valley City, Utah (c) | 69,229 | | | [removed: 8/31/2027] [added: 8/31/2032] |

See Note [removed: 15] [added: 16] - Commitments and Contingencies of the notes to consolidated financial statements included in Item 8.

| 3535 Medford Street Los Angeles, California (a) | 60,000 | | | 5/31/2021 |

| 55 Gerber Road South Windsor, Connecticut (c) | 60,047 | | | 12/31/2028 |

| 3000 Comfort Court Raleigh, North Carolina (c) | 70,000 | | | 12/31/2023 |

| 16251 SE 98th Avenue Clackamas, Oregon (a) | 98,860 | | | 12/31/2020 |

| 2102 Tobacco Road Durham, North Carolina (b) | 55,944 | | | 12/31/2018 |

Guzzi, Age [removed: 53;] [added: 54;] President since October [removed: 2004 and] [added: 2004,] Chief Executive Officer since January [removed: 2011.][added: 2011 and Chairman of the Board since June 2018.]

From August [removed: 2001,] [added: 2001] until he joined the Company, Mr. Guzzi [removed: served as] [added: was] President of the North American Distribution and Aftermarket Division of Carrier Corporation (“Carrier”).

Carrier is a manufacturer and distributor of commercial and residential HVAC and refrigeration systems and equipment and a provider of [removed: after-market] [added: aftermarket] services and components of its own products and those of other manufacturers in both the HVAC and refrigeration industries.

Pompa, Age [removed: 53;] [added: 54;] Executive Vice President and Chief Financial Officer of the Company since April 2006.

Kevin Matz, Age [removed: 59;] [added: 60;] 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: 46;] [added: 47;] Senior Vice President, General Counsel and Secretary of the Company since January 2016.

Mr. Guzzi is also a member of our Board of Directors.

| [removed: 2016] [added: 2018] | High | | | | Low | | |

As of February [removed: 16, 2018,] [added: 15, 2019,] there were approximately [removed: 307] [added: 288] stockholders of record and, as of that date, we estimate there were approximately [removed: 40,678] [added: 41,791] beneficial owners holding our common stock in nominee or “street” name.

See Note [removed: 9] [added: 10] - Debt of the notes to consolidated financial statements included in Item 8.

The following table summarizes, as of December 31, [removed: 2017,] [added: 2018,] 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: 606,072] [added: 549,357] restricted stock units awarded to our non-employee directors and employees. The weighted average exercise price would have been $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: 2017:][added: 2018:]

| Period | Total Number of Shares [removed: Purchased(1)] [added: Purchased(1)(2)] | | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plan or Programs |

| (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, 2014, October 28, [removed: 2015 and] [added: 2015,] October 25, [removed: 2017,] [added: 2017 and October 23, 2018,] our Board of Directors authorized us to repurchase up to an additional $100.0 million, $250.0 million, $200.0 [added: million, $100.0] million and [removed: $100.0] [added: $200.0] million of our outstanding common stock, respectively. As of December 31, [removed: 2017,] [added: 2018,] there remained authorization for us to repurchase approximately [removed: $174.8] [added: $158.5] 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. 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 to the extent permitted by securities laws and other legal requirements, including provisions in our credit [removed: agreement] [added: agreement,] placing limitations on such repurchases. |

| First Quarter | $ | 85.08 | | | $ | 73.26 | |

| Second Quarter | $ | 82.04 | | | $ | 72.26 | |

| Third Quarter | $ | 81.37 | | | $ | 73.73 | |

| Fourth Quarter | $ | 76.18 | | | $ | 57.29 | |

| Equity Compensation Plans Approved by Security Holders | | 589,357 | | (1) | $ | 1.66 | | (1) | 1,327,307 | | (2) |

| Total | | 589,357 | | | $ | 1.66 | | | 1,327,307 | | |

| October 1, 2018 to October 31, 2018 | 425,947 | | $72.48 | 425,947 | | $248,237,181 |

| November 1, 2018 to November 30, 2018 | 279,856 | | $71.90 | 279,856 | | $228,115,562 |

| December 1, 2018 to December 31, 2018 | 1,096,213 | | $63.50 | 1,096,213 | | $158,506,898 |

| Total | 1,802,016 | | $66.93 | 1,802,016 | | |

| | |

| --- | --- |

| (2) | Excludes 1,416 shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under such plans. |

| First Quarter | $ | 49.05 | | | $ | 40.98 | |

| Second Quarter | $ | 49.88 | | | $ | 44.27 | |

| Third Quarter | $ | 60.33 | | | $ | 47.69 | |

| Fourth Quarter | $ | 73.44 | | | $ | 55.10 | |

| 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 |

See Note [removed: 3] [added: 4] - Acquisitions of Businesses and Note [removed: 4] [added: 5] - Disposition of Assets of the notes to consolidated financial statements included in Item 8.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Revenues | $ | [removed: 7,686,999] [added: 8,130,631] | | | $ | [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] | |

| Gross profit | $ | [removed: 1,147,012] [added: 1,205,453] | | | $ | [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] | |

| Impairment loss on goodwill and identifiable intangible assets | $ | [removed: 57,819] [added: 907] | | | $ | [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] | |

| Net income attributable to EMCOR Group, Inc. | $ | [removed: 227,196] [added: 283,531] | | | $ | [removed: 181,935] [added: 227,196] | | | $ | [removed: 172,286] [added: 181,935] | | | $ | [removed: 168,664] [added: 172,286] | | | $ | [removed: 123,792] [added: 168,664] | |

| From continuing operations | $ | [removed: 3.85] [added: 4.92] | | | $ | [removed: 3.05] [added: 3.85] | | | $ | [removed: 2.74] [added: 3.05] | | | $ | [removed: 2.61] [added: 2.74] | | | $ | [removed: 2.19] [added: 2.61] | |

| From discontinued operations | [removed: (0.01] [added: (0.04] | | ) | | [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: 3.84] [added: 4.88] | | | $ | [removed: 3.00] [added: 3.84] | | | $ | [removed: 2.74] [added: 3.00] | | | $ | [removed: 2.54] [added: 2.74] | | | $ | [removed: 1.85] [added: 2.54] | |

| From continuing operations | $ | [removed: 3.83] [added: 4.89] | | | $ | [removed: 3.02] [added: 3.83] | | | $ | [removed: 2.72] [added: 3.02] | | | $ | [removed: 2.59] [added: 2.72] | | | $ | [removed: 2.16] [added: 2.59] | |

| From discontinued operations | [removed: (0.01] [added: (0.04] | | ) | | [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: 3.82] [added: 4.85] | | | $ | [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: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Equity (1) | $ | [removed: 1,674,117] [added: 1,741,441] | | | $ | [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] | |

| Total assets | $ | [removed: 3,965,904] [added: 4,088,807] | | | $ | [removed: 3,852,438] [added: 3,965,904] | | | $ | [removed: 3,506,706] [added: 3,852,438] | | | $ | [removed: 3,354,558] [added: 3,506,706] | | | $ | [removed: 3,427,023] [added: 3,354,558] | |

| Goodwill | $ | [removed: 964,893] [added: 990,887] | | | $ | [removed: 979,628] [added: 964,893] | | | $ | [removed: 843,170] [added: 979,628] | | | $ | [removed: 834,102] [added: 843,170] | | | $ | [removed: 834,825] [added: 834,102] | |

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

| Term loan, including current maturities | $ | [removed: 284,810] [added: 269,620] | | | $ | [removed: 300,000] [added: 284,810] | | | $ | [removed: 315,000] [added: 300,000] | | | $ | [removed: 332,500] [added: 315,000] | | | $ | [removed: 350,000] [added: 332,500] | |

| Other long-term debt, including current maturities | $ | [removed: 20] [added: 9] | | | $ | [removed: 31] [added: 20] | | | $ | [removed: 44] [added: 31] | | | $ | [removed: 57] [added: 44] | | | $ | [removed: 11] [added: 57] | |

| Capital lease obligations, including current maturities | $ | [removed: 4,571] [added: 4,213] | | | $ | [removed: 3,732] [added: 4,571] | | | $ | [removed: 3,869] [added: 3,732] | | | $ | [removed: 2,883] [added: 3,869] | | | $ | [removed: 4,652] [added: 2,883] | |

| (1) | During [removed: 2017,] [added: 2018,] we repurchased approximately [removed: 1.4] [added: 3.1] million shares of our common stock for approximately [removed: $90.8] [added: $216.2] million. Since the inception of the repurchase programs in 2011 through December 31, [removed: 2017,] [added: 2018,] we have repurchased approximately [removed: 12.8] [added: 15.9] million shares of our common stock for approximately [removed: $575.2] [added: $791.5] million. [removed: 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. [added: These transactions result in a reduction of our equity.] |

| Operating income | $ | 403,083 | | | $ | 328,902 | | | $ | 306,929 | | | $ | 285,336 | | | $ | 289,342 | |

| Operating income | $ | 330,554 | | | $ | 308,458 | | | $ | 287,082 | | | $ | 289,878 | | | $ | 240,350 | |

| | December 31, [removed: 2017] [added: 2018] | | | | December 31, [removed: 2016] [added: 2017] | | |

| Cash and cash equivalents | $ | [removed: 467,430] [added: 363,907] | | | $ | [removed: 464,617] [added: 467,430] | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $17,230] [added: $15,361] and [removed: $12,252,] [added: $17,230,] respectively | [removed: 1,607,922] [added: 1,773,620] | | | | [removed: 1,495,431] [added: 1,607,922] | | |

| Inventories | [removed: 42,724] [added: 42,321] | | | | [removed: 37,426] [added: 42,724] | | |

| Prepaid expenses and other | [removed: 43,812] [added: 48,116] | | | | [removed: 40,944] [added: 43,812] | | |

| Total current assets | [removed: 2,284,509] [added: 2,386,207] | | | | [removed: 2,169,115] [added: 2,284,509] | | |

| Investments, notes and other long-term receivables | [removed: 2,309] [added: 2,899] | | | | [removed: 8,792] [added: 2,309] | | |

| Property, plant and equipment, net | [removed: 127,156] [added: 134,351] | | | | [removed: 127,951] [added: 127,156] | | |

| Goodwill | [removed: 964,893] [added: 990,887] | | | | [removed: 979,628] [added: 964,893] | | |

| Identifiable intangible assets, net | [removed: 495,036] [added: 488,286] | | | | [removed: 487,398] [added: 495,036] | | |

| Other assets | [removed: 92,001] [added: 86,177] | | | | [removed: 79,554] [added: 92,001] | | |

| Total assets | $ | [removed: 3,965,904] [added: 4,088,807] | | | $ | [removed: 3,852,438] [added: 3,965,904] | |

| Current maturities of long-term debt and capital lease obligations | $ | [removed: 15,364] [added: 16,013] | | | $ | [removed: 15,030] [added: 15,364] | |

| Accounts payable | [removed: 567,840] [added: 652,091] | | | | [removed: 501,213] [added: 567,840] | | |

| Accrued payroll and benefits | [removed: 322,865] [added: 343,069] | | | | [removed: 310,514] [added: 322,865] | | |

| Other accrued expenses and liabilities | [removed: 220,727] [added: 170,935] | | | | [removed: 195,775] [added: 220,727] | | |

| Total current liabilities | [removed: 1,650,952] [added: 1,734,398] | | | | [removed: 1,511,774] [added: 1,650,952] | | |

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

| Long-term debt and capital lease obligations | [removed: 269,786] [added: 254,764] | | | | [removed: 283,296] [added: 269,786] | | |

| Other long-term obligations | [removed: 346,049] [added: 333,204] | | | | [removed: 394,426] [added: 346,049] | | |

| Total liabilities | [removed: 2,291,787] [added: 2,347,366] | | | | [removed: 2,314,496] [added: 2,291,787] | | |

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 59,870,980] [added: 60,123,184] and [removed: 60,606,825] [added: 59,870,980] shares issued, respectively | [removed: 599] [added: 601] | | | | [removed: 606] [added: 599] | | |

| Capital surplus | [removed: 8,005] [added: 21,103] | | | | [removed: 52,219] [added: 8,005] | | |

| Accumulated other comprehensive loss | [removed: (94,200] [added: (87,662] | | ) | | [removed: (101,703] [added: (94,200] | | ) |

| Retained earnings | [removed: 1,796,556] [added: 2,060,440] | | | | [removed: 1,596,269] [added: 1,796,556] | | |

| Treasury stock, at cost [removed: 1,072,552] [added: 4,139,421] and [removed: 659,841] [added: 1,072,552] shares, respectively | [removed: (37,693] [added: (253,937] | | ) | | [removed: (10,302] [added: (37,693] | | ) |

| Total EMCOR Group, Inc. stockholders’ equity | [removed: 1,673,267] [added: 1,740,545] | | | | [removed: 1,537,089] [added: 1,673,267] | | |

| Noncontrolling interests | [removed: 850] [added: 896] | | | | [removed: 853] [added: 850] | | |

| Total equity | [removed: 1,674,117] [added: 1,741,441] | | | | [removed: 1,537,942] [added: 1,674,117] | | |

| Total liabilities and equity | $ | [removed: 3,965,904] [added: 4,088,807] | | | $ | [removed: 3,852,438] [added: 3,965,904] | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Revenues | $ | [removed: 7,686,999] [added: 8,130,631] | | | $ | [removed: 7,551,524] [added: 7,686,999] | | | $ | [removed: 6,718,726] [added: 7,551,524] | |

| Cost of sales | [removed: 6,539,987] [added: 6,925,178] | | | | [removed: 6,513,662] [added: 6,539,987] | | | | [removed: 5,774,247] [added: 6,513,662] | | |

| Gross profit | [removed: 1,147,012] [added: 1,205,453] | | | | [removed: 1,037,862] [added: 1,147,012] | | | | [removed: 944,479] [added: 1,037,862] | | |

| Restructuring expenses | [removed: 1,577] [added: 2,306] | | | | [removed: 1,438] [added: 1,577] | | | | [removed: 824] [added: 1,438] | | |

| Impairment loss on goodwill and identifiable intangible assets | [removed: 57,819] [added: 907] | | | | [removed: 2,428] [added: 57,819] | | | | [removed: —] [added: 2,428] | | |

| Interest expense | [removed: (12,770] [added: (13,544] | | ) | | [removed: (12,627] [added: (12,770] | | ) | | [removed: (8,932] [added: (12,627] | | ) |

| Interest income | [removed: 965] [added: 2,746] | | | | [removed: 663] [added: 965] | | | | [removed: 673] [added: 663] | | |

| Income from continuing operations before income taxes | [removed: 318,749] [added: 395,028] | | | | [removed: 296,494] [added: 318,749] | | | | [removed: 278,823] [added: 296,494] | | |

| Income tax provision | [removed: 90,699] [added: 109,106] | | | | [removed: 111,199] [added: 90,699] | | | | [removed: 106,256] [added: 111,199] | | |

| Contract assets | 158,243 | | | | 122,621 | | |

| Contract liabilities | 552,290 | | | | 524,156 | | |

| Selling, general and administrative expenses | 799,157 | | | | 758,714 | | | | 727,067 | | |

| Operating income | 403,083 | | | | 328,902 | | | | 306,929 | | |

| Net periodic pension (cost) income | 2,743 | | | | 1,652 | | | | 1,529 | | |

| (Increase) decrease in contract assets | (30,935 | | ) | | 12,433 | | | | (7,851 | | ) |

| Increase in contract liabilities | 20,726 | | | | 24,695 | | | | 57,244 | | |

| Net cash provided by operating activities | 271,011 | | | | 366,049 | | | | 262,372 | | |

| (Decrease) increase in cash, cash equivalents and restricted cash | (103,174 | | ) | | 2,728 | | | | (24,403 | | ) |

| Cash, cash equivalents and restricted cash at beginning of year (1) | 469,388 | | | | 466,660 | | | | 491,063 | | |

| Cash, cash equivalents and restricted cash at end of period (1) | $ | 366,214 | | | $ | 469,388 | | | $ | 466,660 | |

| (1) | Includes $2.3 million, $2.0 million, $2.0 million and $4.2 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2018, 2017, 2016 and 2015, respectively. |

| Cumulative-effect adjustment (4) | (854 | | ) | | — | | | | — | | | | — | | | | (854 | | ) | | — | | | | — | | |

| Common stock dividends | (18,640 | | ) | | — | | | | 153 | | | | — | | | | (18,793 | | ) | | — | | | | — | | |

| Repurchase of common stock (3) | (216,244 | | ) | | — | | | | — | | | | — | | | | — | | | | (216,244 | | ) | | — | | |

| Balance, December 31, 2018 | $ | 1,741,441 | | | $ | 601 | | | $ | 21,103 | | | $ | (87,662 | ) | | $ | 2,060,440 | | | $ | (253,937 | ) | | $ | 896 | |

| (3) | Beginning June 1, 2017, shares of common stock repurchased are held as treasury stock by the Company. |

| (4) | Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic 606. |

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on January 1, 2018.

In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Refer to Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for additional information.

We adopted this pronouncement on a modified retrospective basis, and its impact on our financial position and results of operations, as well as required additional disclosures, are included in Note 3 - Revenue from Contracts with Customers.

As a result of the adoption of this standard, certain changes have been made to the Consolidated Balance Sheets.

In addition, for periods beginning after December 31, 2017, amounts representing deferred revenues on services contracts, which were previously included in “Other accrued expenses and liabilities” within the Consolidated Balance Sheets, have been reclassified as “Contract liabilities.”

On January 1, 2018, we adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows.

This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows.

During 2018, we adopted the accounting pronouncement issued by the FASB that modifies the presentation of net periodic pension and post retirement benefit costs within the statement of operations.

This guidance requires the components of the net periodic pension and post retirement benefit costs, other than service costs, to be recognized below operating income.

We have additionally implemented new accounting systems, processes,

We will adopt this pronouncement on January 1, 2019 utilizing the transition practical expedient added by the FASB which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

We will additionally utilize the package of practical expedients permitted under the new standard which, among other things, allows us to not reassess the lease classification for any existing leases.

Further, as permitted by the standard, we will make an accounting policy election not to record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less.

Instead, consistent with current accounting guidance, we will recognize payments for such leases in the statement of operations on a straight-line basis over the lease term.

Upon adoption on January 1, 2019, we estimate this accounting pronouncement will result in the recognition of additional assets and liabilities on our balance sheet of between $200.0 million and $225.0 million.

We do not believe the new standard will have an impact on our liquidity or results of operations, and such adoption will not impact our compliance with the various covenants contained within our 2016 Credit Agreement as described in further detail within Note 10 - Debt of the notes to consolidated financial statements.

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS

In accordance with ASC 606, the Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

To achieve this core principle, the Company applies the following five steps:

(1) Identify the contract with a customer

A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectibility of consideration is probable.

| Costs and estimated earnings in excess of billings on uncompleted contracts | 122,621 | | | | 130,697 | | |

| Billings in excess of costs and estimated earnings on uncompleted contracts | 524,156 | | | | 489,242 | | |

| Selling, general and administrative expenses | 757,062 | | | | 725,538 | | | | 656,573 | | |

| Operating income | 330,554 | | | | 308,458 | | | | 287,082 | | |

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

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

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

| Decrease (increase) in costs and estimated earnings in excess of billings on uncompleted contracts | 12,433 | | | | | (7,851 | | ) | | (12,837 | | ) |

| Increase in billings in excess of costs and estimated earnings on uncompleted contracts | 24,695 | | | | | 57,244 | | | | 58,614 | | |

| Net cash provided by operating activities | 366,134 | | | | | 264,561 | | | | 266,666 | | |

| Increase (decrease) in cash and cash equivalents | 2,813 | | | | | (22,214 | | ) | | 54,775 | | |

| Cash and cash equivalents at beginning of year | 464,617 | | | | | 486,831 | | | | 432,056 | | |

| Cash and cash equivalents at end of period | $ | 467,430 | | | | $ | 464,617 | | | $ | 486,831 | |

| Balance, December 31, 2014 | $ | 1,429,387 | | | $ | 636 | | | $ | 227,885 | | | $ | (83,197 | ) | | $ | 1,280,991 | | | $ | (10,302 | ) | | $ | 13,374 | |

| Common stock dividends | (20,095 | | ) | | — | | | | 202 | | | | — | | | | (20,297 | | ) | | — | | | | — | | |

| Repurchase of common stock | (112,328 | | ) | | (24 | | ) | | (112,304 | | ) | | — | | | | — | | | | — | | | | — | | |

| (2) | Includes the tax benefit associated with share-based compensation of $1.6 million in 2015. |

Additionally, we participate in a joint venture with another company, and we have consolidated this joint venture as we have determined that through our participation we have a variable interest and are the primary beneficiary as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 810, “Consolidation”.

Percentage-of-completion is measured principally by the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion.

Certain of our electrical contracting business units measure percentage-of-completion by the percentage of labor costs incurred to date for each contract to the estimated total labor costs for such contract.

Pre-contract costs from our construction projects are generally expensed as incurred.

Expenses related to all services arrangements are recognized as incurred.

Costs related to this work are included in inventory until the product is shipped.

In the case of customer change orders for uncompleted long-term construction contracts, estimated recoveries are included for work performed in forecasting ultimate profitability on certain contracts.

Such revisions to costs and income are recognized in the period in which the revisions are determined.

Provisions for the entirety of estimated losses on uncompleted contracts are made in the period in which such losses are determined.

During

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

In addition during 2016, within the United States mechanical construction and facilities services segment, we incurred $18.3 million of losses on a project at a process facility as a result of a contract dispute with our customer and $9.6 million of losses on an institutional project due to project delays and unfavorable job-site conditions.

There were no significant losses recognized in 2017.

Costs and estimated earnings on uncompleted contracts

Costs and estimated earnings in excess of billings on uncompleted contracts arise in the consolidated balance sheets when revenues have been recognized but the amounts cannot be billed under the terms of the contracts.

Such amounts are recorded at estimated net realizable value when realization is probable and can be reasonably estimated.

No profit is recognized on construction costs incurred in connection with claim amounts.

Claims and unapproved change orders made by us involve negotiation and, in certain cases, litigation.

We believe that we have established legal bases for pursuing recovery of our recorded unapproved change orders and claims, and it is management’s intention to pursue and litigate such claims, if necessary, until a determination or settlement is reached.

Unapproved change orders and claims also involve the use of estimates, and it is reasonably possible that revisions to the estimated recoverable amounts of recorded claims and unapproved change orders may be made in the near term.

If we do not successfully resolve these matters, a net expense (recorded as a reduction in revenues) may be required, in addition to amounts that may have been previously provided for.

We record the profit associated with the settlement of claims upon receipt of final payment.

There were no other significant settlements or payments of claims in 2017 and 2016.

Based on an evaluation of our disclosure controls and procedures (as required by Rules 13a-15(b) of the Securities Exchange Act of 1934), our [added: Chairman,] President and Chief Executive Officer, Anthony J.

As of December 31, [removed: 2017,] [added: 2018,] 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: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] 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: 2017.][added: 2018.]

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: 2017] [added: 2018] 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: 2018] [added: 2019] 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”).

The information required by this Item 10 regarding stockholder recommendations for director candidates is incorporated by reference to the section of the Proxy Statement entitled “Recommendations for Director Candidates”.

| | Consolidated Balance Sheets - December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] |

| | Consolidated Statements of Operations - Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | Consolidated Statements Comprehensive Income - Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | Consolidated Statements of Cash Flows - Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | Consolidated Statements of Equity - Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

Date: February [removed: 22, 2018][added: 21, 2019]

| | [added: Chairman,] President and Chief Executive Officer |

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: 22, 2018.][added: 21, 2019.]

| /S/ ANTHONY J. GUZZI | [removed: President,] [added: Chairman, President and] Chief Executive Officer [removed: and Director] |

| [removed: 2(a-3)] [added: 2(a)] | | 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. | | [Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013)](http://www.sec.gov/Archives/edgar/data/105634/000010563413000134/a061713_8k.htm) |

| 10(g-1) | | Continuity Agreement dated as of June 22, 1998 between [removed: Sheldon I. Cammaker] [added: R. Kevin Matz] and EMCOR [removed: (“Cammaker] [added: (“Matz] Continuity Agreement”) | | [Exhibit [removed: 10(c)] [added: 10(f)] to the June 1998 Form 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 [removed: Cammaker] [added: Matz] Continuity Agreement | | [Exhibit [removed: 10(i)] [added: 10(m)] to the June 1999 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt) |

| [removed: 10(g-3)] [added: 10(g-4)] | | Amendment dated as of March 1, 2007 to [removed: Cammaker] [added: Matz] Continuity Agreement | | [Exhibit [removed: 10(m-3)] [added: 10(n-4)] to the March 2007 Form 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 [removed: R. Kevin Matz] [added: Mark A. Pompa] and EMCOR [removed: (“Matz] [added: (“Pompa] Continuity Agreement”) | | [Exhibit [removed: 10(f)] [added: 10(g)] to the June 1998 Form 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 [removed: Matz] [added: Pompa] Continuity Agreement | | [Exhibit [removed: 10(m)] [added: 10(n)] to the June 1999 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt) |

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

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

| [removed: 10(i-1)] [added: 10(k-2)] | | Continuity Agreement dated as of [removed: June 22, 1998] [added: October 26, 2016] between [removed: Mark A. Pompa and] EMCOR [removed: (“Pompa] [added: and Maxine L. Mauricio (“Mauricio] Continuity Agreement”) | | [Exhibit [removed: 10(g)] [added: 10(l-2)] to the [removed: June 1998] [added: September 2016] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-exx10lx2_2016930xq3.htm)] |

| [removed: 10(i-2)] [added: 10(h-3)] | | Amendment dated as of [removed: May 4, 1999] [added: January 1, 2002] to Pompa Continuity Agreement | | [Exhibit [removed: 10(n)] [added: 10(p-3)] to the [removed: June 1999] [added: March 2002] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563402000005/a30210q.txt)] |

| [removed: 10(i-3)] [added: 10(i-2)] | | Amendment dated as of [removed: January] [added: March] 1, [removed: 2002] [added: 2007] to [removed: Pompa] [added: Guzzi] Continuity Agreement | | [Exhibit [removed: 10(p-3)] [added: 10(p-2)] to the March [removed: 2002] [added: 2007] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563402000005/a30210q.txt)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] |

| [removed: 10(i-4)] [added: 10(k-3)] | | Amendment dated [removed: as of March 1, 2007] [added: April 10, 2017] to [removed: Pompa] [added: Mauricio] Continuity Agreement | | [Exhibit [removed: 10(o-4)] [added: 10(l-3)] to [added: EMCOR’s Quarterly Report on Form 10-Q for] the [added: quarter ended] March [removed: 2007 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] [added: 31, 2017](http://www.sec.gov/Archives/edgar/data/105634/000010563417000061/eme-ex10lx3_2017331xq1.htm)] |

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

| [removed: 10(j-2)] [added: 10(l-3)] | | [added: Second] Amendment [removed: dated as of March 1, 2007] to [removed: Guzzi Continuity Agreement] [added: LTIP] | | [Exhibit [removed: 10(p-2)] [added: 10.2] to [removed: the] March [removed: 2007] [added: 2010] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] [added: 8-K](http://www.sec.gov/Archives/edgar/data/105634/000010563410000056/a8k040110ltip.txt)] |

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

| [removed: 10(k-1)] [added: 10(j-1)] | | Amendment dated as of March 29, 2010 to Severance Agreement with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | | [Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)](http://www.sec.gov/Archives/edgar/data/105634/000010563410000056/a8k040110ltip.txt) |

| [removed: 10(k-2)] [added: 10(j-2)] | | Third Amendment to Severance Agreement dated June 4, 2015 between EMCOR and Sheldon I. Cammaker | | [Exhibit 10(k-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (“June 2015 Form 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563415000167/eme-ex10kx2_2015630xq2.htm) |

| [removed: 10(l-1)] [added: 10(k-1)] | | Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio | | [Exhibit 10(l-1) to the September 2016 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex10lx1_2016930xq3.htm) |

| [removed: 10(l-2)] [added: 10(y)] | | [removed: Continuity] [added: Restricted Stock Unit Award] Agreement dated [removed: as of October 26, 2016] [added: June 11, 2015] between EMCOR and [removed: Maxine L. Mauricio (“Mauricio Continuity Agreement”)] [added: Stephen W. Bershad] | | [Exhibit [removed: 10(l-2)] [added: 10(f)(f)] to the [removed: September 2016] [added: June 2015] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-exx10lx2_2016930xq3.htm)] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563415000167/eme-ex10ff_2015630xq2.htm)] |

| [removed: 10(l-3)] [added: 10(l-4)] | | [added: Third] Amendment [removed: dated April 10, 2017] to [removed: Mauricio Continuity Agreement] [added: LTIP] | | [Exhibit [removed: 10(l-3)] [added: 10(q-4)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017](http://www.sec.gov/Archives/edgar/data/105634/000010563417000061/eme-ex10lx3_2017331xq1.htm)] [added: 2012 (“March 2012 Form 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000119312512183842/d318552dex10q4.htm)] |

| [removed: 10(m-1)] [added: 10(l-1)] | | EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”) | | [Exhibit 10 to Form 8-K (Date of Report December 15, 2005)](http://www.sec.gov/Archives/edgar/data/105634/000010563405000135/a1205ltip.txt) |

| [removed: 10(m-2)] [added: 10(l-2)] | | First Amendment to LTIP and updated Schedule A to LTIP | | [Exhibit 10(s-2) to 2008 Form 10-K](http://www.sec.gov/Archives/edgar/data/105634/000093041309001016/c56715_ex10-s2.txt) |

| [removed: 10(m-3)] [added: 10(l-8)] | | [removed: Second] [added: Sixth] Amendment to LTIP | | [Exhibit [removed: 10.2] [added: 10(l-8)] to [removed: March 2010] [added: 2015] Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/105634/000010563410000056/a8k040110ltip.txt)] [added: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx8_20151231xq4.htm)] |

| [removed: 10(m-4)] [added: 10(l-5)] | | [removed: Third] [added: Fourth] Amendment to LTIP | | [Exhibit [removed: 10(q-4)] [added: 10(l-5)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2012 (“March 2012 Form 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000119312512183842/d318552dex10q4.htm)] [added: June 30, 2013](http://www.sec.gov/Archives/edgar/data/105634/000010563413000140/eme-ex10lx5_2013630xq2.htm)] |

| [removed: 10(m-5)] [added: 10(s)] | | [removed: Fourth Amendment to LTIP] [added: Form of Director Restricted Stock Unit Agreement] | | [Exhibit [removed: 10(l-5)] [added: 10(k)(k)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2013](http://www.sec.gov/Archives/edgar/data/105634/000010563413000140/eme-ex10lx5_2013630xq2.htm)] [added: 2012 (“June 2012 Form 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563412000150/eme-ex10kk_2012630xq2.htm)] |

| [removed: 10(m-6)] [added: 10(l-6)] | | Form of Certificate Representing Stock Units issued under LTIP | | [Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000093041308001130/c51317_ex10t2.txt) |

| [removed: 10(m-7)] [added: 10(l-7)] | | Fifth Amendment to LTIP | | [Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx7_20151231xq4.htm) |

| [removed: 10(m-8)] [added: 10(b)(b)] | | [removed: Sixth Amendment to LTIP] [added: Executive Compensation Recoupment Policy] | | [Exhibit [removed: 10(l-8)] [added: 10(h)(h)] to 2015 Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx8_20151231xq4.htm)] [added: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10hh_20151231xq4.htm)] |

| [removed: 10(n)] [added: 10(m)] | | Key Executive Incentive Bonus Plan, as amended and restated | | [Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013](http://www.sec.gov/Archives/edgar/data/105634/000093041313002514/c72115_def14a.htm) |

| [removed: 10(o-1)] [added: 10(o)] | | [removed: 2007 Incentive] [added: EMCOR Group, Inc. Employee Stock Purchase] Plan | | [Exhibit [removed: B] [added: C] to EMCOR’s Proxy Statement for its Annual Meeting held June [removed: 20, 2007](http://www.sec.gov/Archives/edgar/data/105634/000093041307003916/c47607_def14a.htm)] [added: 18, 2008](http://www.sec.gov/Archives/edgar/data/105634/000093041308002612/c52048_def-14a.htm)] |

| [removed: 10(o-2)] [added: 10(n-3)] | | Form of Option Agreement under [removed: 2007] [added: 2010] Incentive [removed: Plan] [added: Plan, as amended,] between EMCOR and each non-employee director electing to receive options as part of annual retainer | | [Exhibit [removed: 10(h)(h-3)] [added: 10(q)(q)] to [removed: 2007] [added: 2011] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000093041308001130/c51317_ex10hh-3.txt)] [added: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000119312512079814/d257683dex10qq.htm)] |

| /S/ ROBIN WALKER-LEE | Director |

| Robin Walker-Lee | |

| Year Ended December 31, 2018 | | $ | 17,230 | | | 2,123 | | | (3,992 | ) | | $ | 15,361 | |

| /S/ STEPHEN W. BERSHAD | Chairman of the Board of Directors |

| Stephen W. Bershad | |

| Year Ended December 31, 2015 | | $ | 10,424 | | | 2,853 | | | (2,102 | ) | | $ | 11,175 | |

EXHIBIT INDEX

| | | | | |

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

| | | | | |

| Exhibit No. | | Description | | Incorporated By Reference to or Filed Herewith, as Indicated Below |

| | | | | |

| 2(a-1) | | Purchase Agreement dated as of February 11, 2002 by and among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co. | | [Exhibit 2.1 to EMCOR Group, Inc.’s (“EMCOR”) Report on Form 8-K dated February 14, 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. | | [Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report August 20, 2007)](http://www.sec.gov/Archives/edgar/data/105634/000093041307006943/c50010_ex2-1.htm) |

| 10(p-3) | | Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer | | [Exhibit 10(q)(q) to 2011 Form 10-K](http://www.sec.gov/Archives/edgar/data/105634/000119312512079814/d257683dex10qq.htm) |

| 10(q) | | EMCOR Group, Inc. Employee Stock Purchase Plan | | [Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008](http://www.sec.gov/Archives/edgar/data/105634/000093041308002612/c52048_def-14a.htm) |

| 10(c)(c) | | Restricted Stock Unit Award Agreement dated October 29, 2015 between EMCOR and Steven B. Schwarzwaelder | | [Exhibit 10.1 to Form 8-K (Date of Report October 30, 2015)](http://www.sec.gov/Archives/edgar/data/105634/000010563415000197/exhibit10-1_102915.htm) |

| 10(d)(d) | | Restricted Stock Unit Award Agreement dated June 2, 2016 between EMCOR and Stephen W. Bershad | | [Exhibit 10(c)(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016](http://www.sec.gov/Archives/edgar/data/105634/000010563416000406/eme-ex10cc_2016630xq2.htm) |

| 10(e)(e) | | Executive Compensation Recoupment Policy | | [Exhibit 10(h)(h) to 2015 Form 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10hh_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) |