Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31, 2018				December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	363,907			$	467,430
Accounts receivable, less allowance for doubtful accounts of $15,361 and $17,230, respectively	1,773,620				1,607,922
Contract assets	158,243				122,621
Inventories	42,321				42,724
Prepaid expenses and other	48,116				43,812
Total current assets	2,386,207				2,284,509
Investments, notes and other long-term receivables	2,899				2,309
Property, plant and equipment, net	134,351				127,156
Goodwill	990,887				964,893
Identifiable intangible assets, net	488,286				495,036
Other assets	86,177				92,001
Total assets	$	4,088,807			$	3,965,904
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and capital lease obligations	$	16,013			$	15,364
Accounts payable	652,091				567,840
Contract liabilities	552,290				524,156
Accrued payroll and benefits	343,069				322,865
Other accrued expenses and liabilities	170,935				220,727
Total current liabilities	1,734,398				1,650,952
Borrowings under revolving credit facility	25,000				25,000
Long-term debt and capital lease obligations	254,764				269,786
Other long-term obligations	333,204				346,049
Total liabilities	2,347,366				2,291,787
Equity:
EMCOR Group, Inc. stockholders’ equity:
Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding	—				—
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,123,184 and 59,870,980 shares issued, respectively	601				599
Capital surplus	21,103				8,005
Accumulated other comprehensive loss	(87,662		)		(94,200		)
Retained earnings	2,060,440				1,796,556
Treasury stock, at cost 4,139,421 and 1,072,552 shares, respectively	(253,937		)		(37,693		)
Total EMCOR Group, Inc. stockholders’ equity	1,740,545				1,673,267
Noncontrolling interests	896				850
Total equity	1,741,441				1,674,117
Total liabilities and equity	$	4,088,807			$	3,965,904

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

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended December 31,

(In thousands, except per share data)

	2018				2017				2016
Revenues	$	8,130,631			$	7,686,999			$	7,551,524
Cost of sales	6,925,178				6,539,987				6,513,662
Gross profit	1,205,453				1,147,012				1,037,862
Selling, general and administrative expenses	799,157				758,714				727,067
Restructuring expenses	2,306				1,577				1,438
Impairment loss on goodwill and identifiable intangible assets	907				57,819				2,428
Operating income	403,083				328,902				306,929
Net periodic pension (cost) income	2,743				1,652				1,529
Interest expense	(13,544		)		(12,770		)		(12,627		)
Interest income	2,746				965				663
Income from continuing operations before income taxes	395,028				318,749				296,494
Income tax provision	109,106				90,699				111,199
Income from continuing operations	285,922				228,050				185,295
Loss from discontinued operation, net of income taxes	(2,345		)		(857		)		(3,142		)
Net income including noncontrolling interests	283,577				227,193				182,153
Less: Net (income) loss attributable to noncontrolling interests	(46		)		3				(218		)
Net income attributable to EMCOR Group, Inc.	$	283,531			$	227,196			$	181,935
Basic earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.92			$	3.85			$	3.05
From discontinued operation	(0.04		)		(0.01		)		(0.05		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	4.88			$	3.84			$	3.00
Diluted earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.89			$	3.83			$	3.02
From discontinued operation	(0.04		)		(0.01		)		(0.05		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	4.85			$	3.82			$	2.97
Dividends declared per common share	$	0.32			$	0.32			$	0.32

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

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For The Years Ended December 31,

(In thousands)

	2018				2017				2016
Net income including noncontrolling interests	$	283,577			$	227,193			$	182,153
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,322		)		(1,384		)		(1,434		)
Changes in post retirement plans (1)	7,860				8,887				(23,316		)
Other comprehensive income (loss)	6,538				7,503				(24,750		)
Comprehensive income	290,115				234,696				157,403
Less: Comprehensive (income) loss attributable to noncontrolling interests	(46		)		3				(218		)
Comprehensive income attributable to EMCOR Group, Inc.	$	290,069			$	234,699			$	157,185

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(1)	Net of tax (provision) benefit of $(2.1) million, $(1.8) million and $5.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Years Ended December 31,

(In thousands)

	2018				2017				2016
Cash flows - operating activities:
Net income including noncontrolling interests	$	283,577			$	227,193			$	182,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,472				39,915				38,881
Amortization of identifiable intangible assets	42,443				48,594				40,908
Provision for doubtful accounts	2,123				7,264				6,194
Deferred income taxes	4,249				(53,358		)		(8,108		)
Gain on sale of property, plant and equipment	(517		)		(1,846		)		(330		)
Excess tax benefits from share-based compensation	(1,646		)		(1,616		)		(2,546		)
Equity income from unconsolidated entities	(347		)		(864		)		(1,569		)
Non-cash expense for amortization of debt issuance costs	1,186				1,186				1,354
Non-cash expense from contingent consideration arrangements	186				317				—
Non-cash expense for impairment of goodwill and identifiable intangible assets	907				57,819				2,428
Non-cash share-based compensation expense	11,030				9,939				8,902
Non-cash income from changes in unrecognized tax benefits	(72		)		(5,641		)		(759		)
Distributions from unconsolidated entities	3,110				5,506				1,247
Changes in operating assets and liabilities, excluding the effect of businesses acquired:
Increase in accounts receivable	(146,101		)		(80,514		)		(98,773		)
(Increase) decrease in inventories	(3,915		)		(4,936		)		954
(Increase) decrease in contract assets	(30,935		)		12,433				(7,851		)
Increase in accounts payable	78,554				54,910				13,141
Increase in contract liabilities	20,726				24,695				57,244
(Decrease) increase in accrued payroll and benefits and other accrued expenses and liabilities	(24,715		)		24,017				22,659
Changes in other assets and liabilities, net	(7,304		)		1,036				6,243
Net cash provided by operating activities	271,011				366,049				262,372
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired	(72,080		)		(107,223		)		(232,947		)
Proceeds from sale of property, plant and equipment	1,237				4,014				2,023
Purchase of property, plant and equipment	(43,479		)		(34,684		)		(39,648		)
Investments in and advances to unconsolidated entities	(3,484		)		(675		)		(99		)
Distributions from unconsolidated entities	84				475				—
Net cash used in investing activities	(117,722		)		(138,093		)		(270,671		)
Cash flows - financing activities:
Proceeds from revolving credit facility	—				—				220,000
Repayments of revolving credit facility	—				(100,000		)		(95,000		)
Borrowings from long-term debt	—				—				400,000
Repayments of long-term debt and debt issuance costs	(15,235		)		(15,202		)		(417,990		)
Repayments of capital lease obligations	(1,501		)		(1,445		)		(1,384		)
Dividends paid to stockholders	(18,640		)		(18,971		)		(19,454		)
Repurchase of common stock	(216,244		)		(93,166		)		(94,221		)
Proceeds from exercise of stock options	—				—				741
Taxes paid related to net share settlements of equity awards	(3,848		)		(3,462		)		(4,225		)
Issuance of common stock under employee stock purchase plan	5,765				4,793				4,814
Payments for contingent consideration arrangements	(3,339		)		(1,017		)		—
Distributions to noncontrolling interests	—				—				(2,710		)
Net cash used in financing activities	(253,042		)		(228,470		)		(9,429		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3,421		)		3,242				(6,675		)
(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

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(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.

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

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EQUITY

For The Years Ended December 31,

(In thousands)

					EMCOR Group, Inc. Stockholders
	Total				Common stock				Capital surplus				Accumulated other comprehensive (loss) income (1)				Retained earnings				Treasury stock				Noncontrolling interests
Balance, December 31, 2015	$	1,480,056			$	617			$	130,369			$	(76,953	)		$	1,432,980			$	(10,302	)		$	3,345
Net income including noncontrolling interests	182,153				—				—				—				181,935				—				218
Other comprehensive loss	(24,750		)		—				—				(24,750		)		—				—				—
Common stock issued under share-based compensation plans (2)	1,724				4				729				—				991				—				—
Tax withholding for common stock issued under share-based compensation plans	(4,225		)		—				(4,225		)		—				—				—				—
Common stock issued under employee stock purchase plan	4,814				—				4,814				—				—				—				—
Common stock dividends	(19,454		)		—				183				—				(19,637		)		—				—
Repurchase of common stock	(88,568		)		(15		)		(88,553		)		—				—				—				—
Distributions to noncontrolling interests	(2,710		)		—				—				—				—				—				(2,710		)
Share-based compensation expense	8,902				—				8,902				—				—				—				—
Balance, December 31, 2016	$	1,537,942			$	606			$	52,219			$	(101,703	)		$	1,596,269			$	(10,302	)		$	853
Net income including noncontrolling interests	227,193				—				—				—				227,196				—				(3		)
Other comprehensive income	7,503				—				—				7,503				—				—				—
Common stock issued under share-based compensation plans	1				2				(1		)		—				—				—				—
Tax withholding for common stock issued under share-based compensation plans	(3,462		)		—				(3,462		)		—				—				—				—
Common stock issued under employee stock purchase plan	4,793				1				4,792				—				—				—				—
Common stock dividends	(18,971		)		—				164				—				(19,135		)		—				—
Repurchase of common stock (3)	(90,821		)		(10		)		(55,646		)		—				(7,774		)		(27,391		)		—
Distributions to noncontrolling interests	—				—				—				—				—				—				—
Share-based compensation expense	9,939				—				9,939				—				—				—				—
Balance, December 31, 2017	$	1,674,117			$	599			$	8,005			$	(94,200	)		$	1,796,556			$	(37,693	)		$	850
Net income including noncontrolling interests	283,577				—				—				—				283,531				—				46
Other comprehensive income	6,538				—				—				6,538				—				—				—
Cumulative-effect adjustment (4)	(854		)		—				—				—				(854		)		—				—
Common stock issued under share-based compensation plans	—				1				(1		)		—				—				—				—
Tax withholding for common stock issued under share-based compensation plans	(3,848		)		—				(3,848		)		—				—				—				—
Common stock issued under employee stock purchase plan	5,765				1				5,764				—				—				—				—
Common stock dividends	(18,640		)		—				153				—				(18,793		)		—				—
Repurchase of common stock (3)	(216,244		)		—				—				—				—				(216,244		)		—
Distributions to noncontrolling interests	—				—				—				—				—				—				—
Share-based compensation expense	11,030				—				11,030				—				—				—				—
Balance, December 31, 2018	$	1,741,441			$	601			$	21,103			$	(87,662	)		$	2,060,440			$	(253,937	)		$	896

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(1)	Represents cumulative foreign currency translation and post retirement liability adjustments of $(0.9) million and $(86.8) million, respectively, as of December 31, 2018, $0.5 million and $(94.7) million, respectively, as of December 31, 2017, and $2.1 million and $(103.8) million, respectively, as of December 31, 2016.

(2)	Includes a $1.0 million adjustment to retained earnings to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation upon the adoption of Accounting Standards Update No. 2016-09.

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

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

References to the “Company,” “EMCOR,” “we,” “us,” “our” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise.

We are one of the largest electrical and mechanical construction and facilities services firms in the United States. In addition, we provide a number of building services and industrial services. We specialize principally in providing construction services relating to electrical and mechanical systems in all types of facilities and in providing various services relating to the operation, maintenance and management of facilities, including refineries and petrochemical plants.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and joint ventures. Significant intercompany accounts and transactions have been eliminated. All investments over which we exercise significant influence, but do not control (a 20% to 50% ownership interest), are accounted for using the equity method of accounting. 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.

The results of operations of companies acquired have been included in the results of operations from the date of the respective acquisition.

Principles of Preparation

The preparation of the consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

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

During the third quarter of 2014, we ceased construction operations in the United Kingdom. The results of the construction operations of our United Kingdom segment for all periods are presented as discontinued operations.

Revenue Recognition

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.

For the periods presented prior to the adoption of ASC 606, revenues from long-term construction contracts were recognized in accordance with ASC Topic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts”. Revenues from the performance of services for maintenance, repair and retrofit work were recognized consistent with the performance of the services, generally on a pro-rata basis over the life of the contractual arrangement. Revenues related to the engineering, manufacturing and repairing of shell and tube heat exchangers were recognized when the product was shipped and all other revenue recognition criteria were met.

Cash and cash equivalents

For purposes of the consolidated financial statements, we consider all highly liquid instruments with original maturities of three months or less to be cash equivalents. We maintain a centralized cash management system whereby our excess cash balances are invested in high quality, short-term money market instruments, which are considered cash equivalents. We have cash balances in certain of our domestic bank accounts that exceed federally insured limits.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts. This allowance is based upon the best estimate of the probable losses in existing accounts receivable. The Company determines the allowances based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, as well as historical collection and write-off experience. These amounts are re-evaluated and adjusted on a regular basis as additional information is received. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful. At December 31, 2018 and 2017, our accounts receivable of $1,773.6 million and $1,607.9 million, respectively, were recorded net of allowances for doubtful accounts of $15.4 million and $17.2 million, respectively. The provision for doubtful accounts during 2018, 2017 and 2016 amounted to approximately $2.1 million, $7.3 million and $6.2 million, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined principally using the average cost method.

Property, plant and equipment

Property, plant and equipment is stated at cost. Depreciation, including amortization of assets under capital leases, is recorded principally using the straight-line method over estimated useful lives of 3 to 10 years for machinery and equipment, 3 to 7 years for vehicles, furniture and fixtures and computer hardware/software, and 25 years for buildings. Leasehold improvements are amortized over the shorter of the remaining life of the lease term or the expected service life of the improvement.

The carrying values of property, plant and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. In performing this review for recoverability, property, plant and equipment is assessed for possible impairment by comparing their carrying values to their undiscounted net pre-tax cash flows expected to result from the use of the asset. Impaired assets are written down to their fair values, generally determined based on their estimated future discounted cash flows. Based on the results of our testing for the years ended December 31, 2018, 2017 and 2016, no impairment of property, plant and equipment was recognized.

Goodwill and Identifiable Intangible Assets

Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment (which we test each October 1, absent any impairment indicators) and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. See Note 9 - Goodwill and Identifiable Intangible Assets of the notes to consolidated financial statements for additional information.

Insurance Liabilities

Insurance liabilities for automobile liability, workers’ compensation and general liability claims are determined actuarially based on claims filed and an estimate of claims incurred but not yet reported. At December 31, 2018 and 2017, the estimated current portion of such undiscounted insurance liabilities of $44.6 million and $47.3 million, respectively, were included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets. The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” at December 31, 2018 and 2017 were $179.1 million and $173.2 million, respectively. The current portion of anticipated insurance recoveries of $12.6 million and $14.9 million at December 31, 2018 and 2017, respectively, were included in “Prepaid expenses and other” and the non-current portion of anticipated insurance recoveries of $49.3 million and $48.6 million at December 31, 2018 and 2017, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

Foreign Operations

The financial statements and transactions of our foreign subsidiaries are maintained in their functional currency and translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters”. Translation adjustments have been recorded as “Accumulated other comprehensive loss”, a separate component of “Equity”.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income Taxes

We account for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires an asset and liability approach which requires the recognition of deferred income tax assets and deferred income tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized.

We account for uncertain tax positions in accordance with the provisions of ASC 740. We recognize accruals of interest related to unrecognized tax benefits as a component of the income tax provision.

Valuation of Share-Based Compensation Plans

We have various types of share-based compensation plans and programs, which are administered by our Board of Directors or its Compensation and Personnel Committee. See Note 14 - Share-Based Compensation Plans of the notes to consolidated financial statements for additional information regarding the share-based compensation plans and programs.

We account for share-based payments in accordance with the provisions of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). ASC 718 requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. For shares subject to graded vesting, our policy is to apply the straight-line method in recognizing compensation expense. ASC 718 requires the benefits of tax deductions in excess of recognized compensation expense to be recognized in the Consolidated Statements of Operations when the underlying awards vest or are settled.

New Accounting Pronouncements

On January 1, 2018, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize 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. 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. The accounts previously named “Costs and estimated earnings in excess of billings on uncompleted contracts” and “Billings in excess of costs and estimated earnings on uncompleted contracts” have been renamed “Contract assets” and “Contract liabilities”, respectively. 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. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on our financial position and/or results of operations.

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. This change was applied on a retrospective basis, and such adoption did not have a material impact on our financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. In preparation for adoption, we have performed a process to identify a complete population of our leases, including the review of various contracts to identify whether such arrangements convey the right to control the use of an identified asset. We have additionally implemented new accounting systems, processes,

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

and controls and have drafted revised accounting policies to assist with the adoption of this pronouncement, including the enhanced disclosure requirements. 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. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectibility of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer.

(2) Identify the performance obligations in the contract

At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract.

In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry.

Our contracts are often modified through change orders to account for changes in the scope and price of the goods or services we are providing. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of our change orders are for goods or services that are not distinct within the context of our original contract, and therefore, are not treated as separate performance obligations.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

(3) Determine the transaction price

The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current and estimates of future performance. The expected value method is typically utilized in situations where a contract contains a large number of possible outcomes while the most likely amount method is typically utilized in situations where a contract has only two possible outcomes.

Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts.

Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied.

Contract claims are another form of variable consideration which is common within our industry. Claim amounts represent revenue that has been recognized for contract modifications that are not submitted or are in dispute as to both scope and price. In estimating the transaction price for claims, the Company considers all relevant facts available. However, given the uncertainty surrounding claims, including the potential long-term nature of dispute resolution and the broad range of possible consideration amounts, there is an increased likelihood that any additional contract revenue associated with contract claims is constrained. The resolution of claims involves negotiations and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs.

For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer. For such contracts, the Company evaluates whether this timing difference represents a financing arrangement within the contract. Although rare, if a contract is determined to contain a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money when determining the transaction price of such contract. Although our customers may retain a portion of the contract price until completion of the project and final contract settlement, these retainage amounts are not considered a significant financing component as the intent of the withheld amounts is to provide the customer with assurance that we will complete our obligations under the contract rather than to provide financing to the customer. In addition, although we may be entitled to advanced payments from our customers on certain contracts, these advanced payments generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. For the year ended December 31, 2018, we recognized revenue of $7.3 million associated with the final settlement of contract value for three projects which were completed in prior periods. For the year ended December 31, 2017, we recognized $18.1 million of gross profit associated with the recovery of certain contract costs previously disputed on a project completed in 2016. In addition, for the years ended December 31, 2018 and 2017, there were no significant reversals of revenue recognized associated with the revision of transaction prices.

(4) Allocate the transaction price to performance obligations in the contract

For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation.

(5) Recognize revenue as performance obligations are satisfied

The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date.

For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided.

For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the amount of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations.

For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term.

The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. These performance obligations use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

transferred to the customer. For bill-and-hold arrangements, revenue is recognized when the customer obtains control of the heat exchanger, which may be prior to shipping, if the criteria of ASC 606 are met.

For certain of our revenue streams, such as call-out repair and service work, outage services, refinery turnarounds and specialty welding services that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date.

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. During 2018, we recognized losses of $10.0 million related to a change in total estimated costs on a transportation project within our United States electrical construction and facilities services segment, resulting in part from contract scope issues. There were no other changes in total estimated costs that resulted in a significant impact to our operating results for the years ended December 31, 2018 and 2017.

Disaggregation of Revenues

Our revenues are principally derived from contracts to provide construction services relating to electrical and mechanical systems, as well as to provide a number of building services and industrial services to our customers. Our contracts are with many different customers in numerous industries. Refer to Note 18 - Segment Information of the notes to the consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment, as well as a more complete description of our business.

The following tables provide further disaggregation of our revenues by categories we use to evaluate our financial performance within each of our reportable segments (in thousands):

	2018				% of Total
United States electrical construction and facilities services:
Commercial market sector	$	839,045			43	%
Institutional market sector	110,046				6	%
Hospitality market sector	32,338				2	%
Manufacturing market sector	388,157				20	%
Healthcare market sector	126,218				6	%
Transportation market sector	284,464				14	%
Water and wastewater market sector	23,337				1	%
Short duration projects (1)	120,109				6	%
Service work	34,105				2	%
	1,957,819
Less intersegment revenues	(3,496		)
Total segment revenues	$	1,954,323

---

(1)	Represents those projects which generally are completed within three months or less.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

	2018				% of Total
United States mechanical construction and facilities services:
Commercial market sector	$	1,063,571			35	%
Institutional market sector	292,255				9	%
Hospitality market sector	93,827				3	%
Manufacturing market sector	430,286				14	%
Healthcare market sector	241,113				8	%
Transportation market sector	19,415				1	%
Water and wastewater market sector	176,574				6	%
Short duration projects (1)	335,953				11	%
Service work	385,671				13	%
	3,038,665
Less intersegment revenues	(18,358		)
Total segment revenues	$	3,020,307

---

(1)	Represents those projects which generally are completed within three months or less.

	2018				% of Total
United States building services:
Commercial site-based services	$	519,641			28	%
Government site-based services	213,677				11	%
Mechanical services	1,032,082				55	%
Energy services	110,085				6	%
Total segment revenues	$	1,875,485

United States industrial services:
Field services	$	694,994			80	%
Shop services	170,651				20	%
Total segment revenues	$	865,645
Total United States operations	$	7,715,760

United Kingdom building services:
Service work	$	216,880			52	%
Projects & extras	197,991				48	%
Total segment revenues	$	414,871
Total worldwide operations	$	8,130,631

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. Accounts receivable are recognized net of an allowance for doubtful accounts. A considerable amount of judgment is required in assessing the likelihood of realization of receivables.

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price, or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Consolidated Balance Sheets.

As of December 31, 2018 and 2017, contract assets included unbilled revenues for unapproved change orders of approximately $25.2 million and $17.4 million, respectively. As of December 31, 2018 and 2017, there were no claim amounts included within contract assets or accounts receivable. There were contractually billed amounts and retention related to contracts with unapproved change orders and claims of approximately $96.1 million and $57.6 million as of December 31, 2018 and 2017, respectively. For contracts in claim status, contractually billed amounts will generally not be paid by the customer to us until final resolution of related claims.

Contract liabilities from our long-term construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets.

Net contract liabilities consisted of the following (in thousands):

	2018				2017
Contract assets, current	$	158,243			$	122,621
Contract assets, non-current	—				—
Contract liabilities, current	(552,290		)		(524,156		)
Contract liabilities, non-current	(2,069		)		—
Deferred revenue (1)	—				(47,328		)
Net contract liabilities	$	(396,116	)		$	(448,863	)

---

(1)	Represents deferred revenue on service contracts, which was included in “Accrued expenses and other” and “Other long-term liabilities” in the Consolidated Balance Sheet as of December 31 2017. For the periods after December 31, 2017, these amounts are included within “Contract liabilities.”

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

Included within net contract liabilities were $359.2 million and $401.5 million of net contract liabilities on uncompleted construction projects as of December 31, 2018 and 2017, respectively, as follows:

	2018				2017
Costs incurred on uncompleted construction contracts	$	8,656,642			$	8,258,802
Estimated earnings, thereon	1,172,224				1,081,509
	9,828,866				9,340,311
Less: billings to date	10,188,023				9,741,846
	$	(359,157	)		$	(401,535	)

The $52.7 million decrease in net contract liabilities for the year ended December 31, 2018 was primarily attributable to the $42.4 million decrease in the net contract liabilities on our uncompleted long-term construction contracts as a result of the completion or substantial completion of certain large projects which were previously billed in advance pursuant to contract terms. Contract assets and contract liabilities increased by approximately $3.8 million and $9.4 million, respectively, as a result of acquisitions made in 2018. There was no significant impairment of contract assets recognized during the period.

Contract Retentions

As of December 31, 2018 and 2017, accounts receivable included $254.6 million and $243.5 million, respectively, of retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. We estimate that approximately 86% of this retainage will be collected during 2019.

As of December 31, 2018 and 2017, accounts payable included $43.3 million and $41.0 million, respectively, of retainage withheld under terms of our subcontracts. These retainage amounts represent amounts invoiced to the Company by our subcontractors where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or upon completion of the project. We estimate that approximately 83% of this retainage will be paid during 2019.

Transaction Price Allocated to Remaining Unsatisfied Performance Obligations

The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations (in thousands, except for percentages):

	2018				% of Total
Remaining performance obligations:
United States electrical construction and facilities services	$	1,085,571			27	%
United States mechanical construction and facilities services	2,245,584				57	%
United States building services	435,074				11	%
United States industrial services	67,529				2	%
Total United States operations	3,833,758				97	%
United Kingdom building services	130,524				3	%
Total worldwide operations	$	3,964,282			100	%

Our remaining performance obligations at December 31, 2018 were $3.96 billion. Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts. We include a project within our remaining performance obligations at such time the project is awarded and agreement on contract terms has been reached. Our remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of total transaction price can be made.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

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.

Remaining performance obligations also include unrecognized revenues expected to be realized over the remaining term of service contracts. 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.

Our 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 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 the variable consideration constraint does not apply, and (e) other forms of variable consideration to the extent that such variable consideration has been included within the transaction price of our contracts. Such claim and other variable consideration amounts were immaterial for all periods presented.

Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands):

	Within one year				Greater than one year
Remaining performance obligations:
United States electrical construction and facilities services	$	996,524			$	89,047
United States mechanical construction and facilities services	1,742,587				502,997
United States building services	424,462				10,612
United States industrial services	67,529				—
Total United States operations	3,231,102				602,656
United Kingdom building services	77,884				52,640
Total worldwide operations	$	3,308,986			$	655,296

Impact of the Adoption of ASC 606 on our Financial Statements

The Company adopted ASC 606 on a modified retrospective basis. As part of such adoption, the new standard was applied only to those contracts which were not completed as of the date of adoption. Additionally, the Company has not retrospectively restated contract positions for contract modifications made prior to the adoption of ASC 606. The cumulative effect of applying the new guidance was recorded on January 1, 2018 as a reduction to retained earnings in the amount of $0.9 million, net of tax. The majority of this adjustment related to: (a) a change in the measurement of our progress towards complete satisfaction of performance obligations for certain of our contracts within the United States electrical construction and facilities services segment, (b) a change in the timing of revenue recognition from a point in time to over time for certain repair projects within the United Kingdom building services segment, (c) the recognition of revenue for certain bill-and-hold arrangements within our United States industrial services segment that was not allowed under previous revenue recognition guidance, (d) the recognition of variable consideration for contract bonuses within certain of our construction contracts, and (e) a change in the timing of revenue recognition from a point in time to over time for certain of our contracts within our United States industrial services segment to manufacture or repair heat exchangers. These adjustments were not material to our financial position either individually or in the aggregate.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

The impact of our adoption of ASC 606 on the Consolidated Balance Sheet and Consolidated Statement of Operations, as of and for the year ended December 31, 2018 was as follows (in thousands):

	As reported				As adjusted
	December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	363,907			$	363,907
Accounts receivable	1,773,620				1,778,930
Contract assets	158,243				145,583
Inventories	42,321				54,173
Prepaid expenses and other	48,116				46,687
Total current assets	2,386,207				2,389,280
Investments, notes and other long-term receivables	2,899				2,899
Property, plant and equipment, net	134,351				134,351
Goodwill	990,887				990,887
Identifiable intangible assets, net	488,286				488,286
Other assets	86,177				86,177
Total assets	$	4,088,807			$	4,091,880
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and capital lease obligations	$	16,013			$	16,013
Accounts payable	652,091				652,091
Contract liabilities	552,290				511,089
Accrued payroll and benefits	343,069				343,069
Other accrued expenses and liabilities	170,935				219,166
Total current liabilities	1,734,398				1,741,428
Borrowings under revolving credit facility	25,000				25,000
Long-term debt and capital lease obligations	254,764				254,764
Other long-term obligations	333,204				333,204
Total liabilities	2,347,366				2,354,396
Total equity	1,741,441				1,737,484
Total liabilities and equity	$	4,088,807			$	4,091,880

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS - (Continued)

	As reported				As adjusted
	2018
Revenues	$	8,130,631			$	8,117,087
Cost of sales	6,925,178				6,918,281
Gross profit	1,205,453				1,198,806
Selling, general and administrative expenses	799,157				799,157
Restructuring expenses	2,306				2,306
Impairment loss on identifiable intangible assets	907				907
Operating income	403,083				396,436
Net periodic pension (cost) income	2,743				2,743
Interest expense	(13,544		)		(13,544		)
Interest income	2,746				2,746
Income from continuing operations before income taxes	395,028				388,381
Income tax provision	109,106				107,270
Income from continuing operations	285,922				281,111
Loss from discontinued operation, net of income taxes	(2,345		)		(2,345		)
Net income including noncontrolling interests	283,577				278,766
Less: Net income attributable to noncontrolling interests	(46		)		(46		)
Net income attributable to EMCOR Group, Inc.	$	283,531			$	278,720
Basic earnings per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.92			$	4.84
Diluted earnings per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.89			$	4.81

The adoption of ASC 606 had no impact on the Company’s cash flows from operations.

The differences between our reported operating results and the pro forma operating results presented in the above tables for the year ended December 31, 2018 primarily related to the previously referenced items identified upon adoption of ASC 606.

NOTE 4 - ACQUISITIONS OF BUSINESSES

Acquisitions are accounted for utilizing the acquisition method of accounting and the prices paid for them are allocated to their respective assets and liabilities based upon the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us.

During 2018, we acquired four companies for a total consideration of $71.3 million. 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 results of these three companies have been included in our United States building services segment. 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. In connection with these acquisitions, we acquired working capital of $8.6 million and other net assets of $0.2 million and have preliminarily ascribed $25.9 million to goodwill and $36.6 million to identifiable intangible assets. We expect that all of the acquired goodwill will be deductible for tax purposes. The purchase price allocations for the businesses acquired in 2018 are still preliminary and subject to change during their respective measurement periods.

During 2017, we acquired three companies for a total consideration of $111.9 million. One company provides fire protection and alarm services primarily in the Southern region of the United States. The second company provides millwright services for

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - ACQUISITIONS OF BUSINESSES - (Continued)

manufacturing companies throughout the United States. Both of their results have been included in our United States mechanical construction and facilities services segment. The third company provides mobile mechanical services within the Western region of the United States, and its results have been included in our United States building services segment. In connection with these acquisitions, we acquired working capital of $12.3 million and other net assets of $2.3 million and have ascribed $40.7 million to goodwill and $56.6 million to identifiable intangible assets. We expect that all of the acquired goodwill will be deductible for tax purposes. The purchase price allocations for the businesses acquired in 2017 have been finalized with an insignificant impact.

On April 15, 2016, we completed the acquisition of Ardent Services, L.L.C. and Rabalais Constructors, LLC (collectively, “Ardent”). This acquisition has been included in our United States electrical construction and facilities services segment. 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. Under the terms of the transaction, we acquired 100% of Ardent’s equity interests for total consideration of $201.4 million. In connection with the acquisition of Ardent, we acquired working capital of $34.1 million and other net assets of $3.9 million and have ascribed $121.9 million to goodwill and $41.5 million to identifiable intangible assets. We expect that $99.7 million of the acquired goodwill will be deductible for tax purposes. The weighted average amortization period for the identifiable intangible assets is approximately 13.5 years. We completed the final allocation of Ardent’s purchase price during the first quarter of 2017 with an insignificant impact.

Additionally in 2016, we acquired a company for an immaterial amount. This company provides mobile mechanical services within the Southeastern region of the United States, and its results have been included in our United States building services segment. The purchase price for this acquisition was finalized in 2016.

NOTE 5 - DISPOSITION OF ASSETS

Due to a historical pattern of losses in the construction operations of our United Kingdom segment and our negative assessment of construction market conditions in the United Kingdom for the foreseeable future, we ceased construction operations in the United Kingdom during the third quarter 2014. The results of the construction operations of our United Kingdom segment for all periods are presented in the Consolidated Financial Statements as discontinued operations.

The results of discontinued operations are as follows (in thousands):

	For the twelve months ended December 31,
	2018				2017				2016
Revenues	$	—			$	863			$	345
Loss from discontinued operation, net of income taxes	$	(2,345	)		$	(857	)		$	(3,142	)
Diluted loss per share from discontinued operation	$	(0.04	)		$	(0.01	)		$	(0.05	)

The loss from discontinued operations in 2018 was primarily due to the settlement of a previously outstanding legal matter. The loss from discontinued operations in 2017 and 2016 was primarily due to legal costs, as well as the settlement of final contract balances on certain construction projects completed in prior years. The loss from discontinued operations in 2017 was partially offset by revenues recognized upon the settlement of a previously outstanding contract claim.

Included in the Consolidated Balance Sheets at December 31, 2018 and 2017 are the following major classes of assets and liabilities associated with the discontinued operation (in thousands):

	December 31, 2018				December 31, 2017
Assets of discontinued operation:
Current assets	$	—			$	242
Liabilities of discontinued operation:
Current liabilities	$	3,724			$	2,811

At December 31, 2018, the liabilities of the discontinued operation consisted of contract retentions, contract warranty obligations and other accrued liabilities that are expected to be fulfilled in the ordinary course of business.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - EARNINGS PER SHARE

The following tables summarize our calculation of Basic and Diluted Earnings (Loss) per Common Share (“EPS”) for the years ended December 31, 2018, 2017 and 2016 (in thousands, except share and per share data):

	2018				2017				2016
Numerator:
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders	$	285,876			$	228,053			$	185,077
Loss from discontinued operation, net of income taxes	(2,345		)		(857		)		(3,142		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	283,531			$	227,196			$	181,935
Denominator:
Weighted average shares outstanding used to compute basic earnings (loss) per common share	58,112,838				59,254,256				60,769,808
Effect of dilutive securities—Share-based awards	330,629				364,713				436,984
Shares used to compute diluted earnings (loss) per common share	58,443,467				59,618,969				61,206,792
Basic earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.92			$	3.85			$	3.05
From discontinued operation	(0.04		)		(0.01		)		(0.05		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	4.88			$	3.84			$	3.00
Diluted earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	4.89			$	3.83			$	3.02
From discontinued operation	(0.04		)		(0.01		)		(0.05		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	4.85			$	3.82			$	2.97

The number of outstanding share-based awards that were excluded from the computation of diluted EPS for the years ended December 31, 2018, 2017 and 2016 because they would be anti-dilutive were 550, 2,700 and 3,800, respectively.

NOTE 7 - INVENTORIES

Inventories as of December 31, 2018 and 2017 consist of the following amounts (in thousands):

	2018				2017
Raw materials and construction materials	$	30,006			$	23,924
Work in process	12,315				18,800
Inventories	$	42,321			$	42,724

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment in the accompanying Consolidated Balance Sheets consisted of the following amounts as of December 31, 2018 and 2017 (in thousands):

	2018				2017
Machinery and equipment	$	151,339			$	138,592
Vehicles	58,205				55,648
Furniture and fixtures	20,655				20,195
Computer hardware/software	98,415				95,716
Land, buildings and leasehold improvements	97,937				92,145
Construction in progress	14,443				6,779
	440,994				409,075
Accumulated depreciation and amortization	(306,643		)		(281,919		)
	$	134,351			$	127,156

Depreciation and amortization expense related to property, plant and equipment, including capital leases, was $38.5 million, $39.9 million and $38.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

NOTE 9 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

Goodwill at December 31, 2018 and 2017 was approximately $990.9 million and $964.9 million, respectively, and reflects the excess of cost over fair market value of net identifiable assets of companies acquired. Goodwill attributable to companies acquired in 2018 and 2017 has been valued at $25.9 million and $40.7 million, respectively. ASC Topic 805, “Business Combinations” (“ASC 805”) requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives, such as trade names, not be amortized, but instead tested at least annually for impairment (which we test each October 1, absent any impairment indicators), and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. As of December 31, 2018, approximately 13.4% of our goodwill related to our United States electrical construction and facilities services segment, approximately 25.9% of our goodwill related to our United States mechanical construction and facilities services segment, approximately 27.7% of our goodwill related to our United States building services segment and approximately 33.0% of our goodwill related to our United States industrial services segment.

We test for impairment of our goodwill at the reporting unit level. Our reporting units are consistent with the reportable segments identified in Note 18, “Segment Information”, of the notes to consolidated financial statements. In assessing whether our goodwill is impaired, we compare the fair value of the reporting unit to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is impaired and an impairment loss in the amount of the excess is recognized and charged to operations. The fair value of each of our reporting units is generally determined using discounted estimated future cash flows; however, in certain circumstances, consideration is given to a market approach whereby fair value is measured based on a multiple of earnings.

During our annual impairment testing procedures as of October 1, 2017, we recorded a non-cash impairment charge of $57.5 million for the year ended December 31, 2017 within our United States industrial services segment. For the years ended December 31, 2018 and 2016, no impairment of our goodwill was recognized.

The weighted average cost of capital used in our annual testing for impairment as of October 1, 2018 was 9.8%, 9.7% and 10.5% for our domestic construction segments, our United States building services segment and our United States industrial services segment, respectively. The perpetual growth rate used for our annual testing was 2.7% for all of our domestic segments. Unfavorable changes in these key assumptions may affect future testing results. For example, keeping all other assumptions constant, a 50 basis point increase in the weighted average costs of capital would cause the estimated fair values of our United States electrical construction and facilities services segment, our United States mechanical construction and facilities services segment, our United States building services segment and our United States industrial services segment to decrease by approximately $91.7 million, $132.4 million, $71.2 million and $46.4 million, respectively. In addition, keeping all other assumptions constant, a 50 basis point reduction in the perpetual growth rate would cause the estimated fair values of our United States electrical construction and facilities

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - (Continued)

services segment, our United States mechanical construction and facilities services segment, our United States building services segment and our United States industrial services segment to decrease by approximately $52.5 million, $74.1 million, $38.3 million and $23.3 million, respectively. Given the amounts by which the fair value exceeds the carrying value for each of our domestic segments, the decreases in estimated fair values described above would not have significantly impacted our 2018 impairment test.

We also test for the impairment of trade names that are not subject to amortization by calculating the fair value using the “relief from royalty payments” methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each trade name and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each trade name. If the carrying amount of the trade name is greater than the implied fair value of the trade name, an impairment in the amount of the excess is recognized and charged to operations. For the year ended December 31, 2018, no impairment of our indefinite-lived trade names was recognized. The annual impairment review of our indefinite-lived trade names for the years ended December 31, 2017 and 2016 resulted in $0.3 million and $2.4 million, respectively, of non-cash impairment charges as a result of a change in the fair value of subsidiary trade names associated with certain prior acquisitions reported within our United States building services segment and our United States mechanical construction and facilities services segment, respectively.

In addition, we review for the impairment of other identifiable intangible assets that are being amortized whenever facts and circumstances indicate that their carrying values may not be fully recoverable. This test compares their carrying values to the undiscounted pre-tax cash flows expected to result from the use of the assets. If the assets are impaired, the assets are written down to their fair values, generally determined based on their future discounted cash flows. For the year ended December 31, 2018, we recorded a $0.9 million non-cash impairment charge associated with a finite-lived trade name within our United States industrial services segment. For the years ended December 31, 2017 and 2016, no impairment of our other identifiable intangible assets was recognized.

Our development of the present value of future cash flow projections used in impairment testing is based upon assumptions and estimates by management from a review of our operating results, business plans, anticipated growth rates and margins and weighted average cost of capital, among other considerations. Those assumptions and estimates can change in future periods, and other factors used in assessing fair value are outside the control of management, such as interest rates. There can be no assurance that estimates and assumptions made for purposes of our goodwill and identifiable intangible asset impairment testing will prove to be accurate predictions of the future. If our assumptions regarding future business performance 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. It is not possible at this time to determine if any future impairment charge will result or, if it does, whether such a charge would be material.

The changes in the carrying amount of goodwill by reportable segments during the years ended December 31, 2018 and 2017 were as follows (in thousands):

	United States electrical construction and facilities services segment				United States mechanical construction and facilities services segment				United States building services segment				United States industrial services segment				Total
Balance at December 31, 2016	$	123,600			$	226,596			$	244,793			$	384,639			$	979,628
Acquisitions, sales and purchase price adjustments	2,107				30,969				9,640				—				42,716
Intersegment transfers	—				(1,300		)		1,300				—				—
Impairment	—				—				—				(57,451		)		(57,451		)
Balance at December 31, 2017	125,707				256,265				255,733				327,188				964,893
Acquisitions, sales and purchase price adjustments	7,500				56				18,438				—				25,994
Balance at December 31, 2018	$	133,207			$	256,321			$	274,171			$	327,188			$	990,887

The aggregate goodwill balance as of December 31, 2016 included $210.6 million of accumulated impairment charges, which were comprised of $139.5 million within the United States building services segment and $71.1 million within the United States industrial services segment.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - (Continued)

Identifiable intangible assets as of December 31, 2018 and 2017 consist of the following (in thousands):

	December 31, 2018
	Gross Carrying Amount				Accumulated Amortization				Accumulated Impairment Charge				Total
Contract backlog	$	58,945			$	(56,812	)		$	—			$	2,133
Developed technology/Vendor network	95,661				(55,318		)		—				40,343
Customer relationships	522,855				(240,073		)		(4,834		)		277,948
Non-competition agreements	10,220				(10,220		)		—				—
Trade names (amortized)	31,148				(20,893		)		—				10,255
Trade names (unamortized)	209,840				—				(52,233		)		157,607
Total	$	928,669			$	(383,316	)		$	(57,067	)		$	488,286

	December 31, 2017
	Gross Carrying Amount				Accumulated Amortization				Accumulated Impairment Charge				Total
Contract backlog	$	55,545			$	(55,229	)		$	—			$	316
Developed technology/Vendor network	95,661				(50,479		)		—				45,182
Customer relationships	500,756				(206,319		)		(4,834		)		289,603
Non-competition agreements	10,220				(10,178		)		—				42
Trade names (amortized)	32,848				(19,461		)		—				13,387
Trade names (unamortized)	198,739				—				(52,233		)		146,506
Total	$	893,769			$	(341,666	)		$	(57,067	)		$	495,036

Identifiable intangible assets attributable to companies acquired in 2018 and 2017 have been valued at $36.6 million and $56.6 million, respectively. See Note 4 - Acquisitions of Businesses of the notes to consolidated financial statements for additional information. The identifiable intangible amounts are amortized on a straight-line basis, as it approximates the pattern in which the economic benefits of the identifiable intangible assets are consumed. The weighted average amortization periods for the unamortized balances remaining are, in the aggregate, approximately 8.75 years, which are comprised of the following: 0.5 years for contract backlog, 8.5 years for developed technology/vendor network, 8.75 years for customer relationships and 11.75 years for trade names.

Amortization expense related to identifiable intangible assets with finite lives was $42.4 million, $48.6 million and $40.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. The following table presents the estimated future amortization expense of identifiable intangible assets in the following years (in thousands):

2019	$	42,315
2020	40,000
2021	39,207
2022	37,003
2023	36,065
Thereafter	136,089
	$	330,679

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - DEBT

Credit Agreement

We have a credit agreement dated as of August 3, 2016, which provides for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”) expiring August 3, 2021. We may increase the 2016 Revolving Credit Facility to $1.3 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $300.0 million of available capacity under the 2016 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the 2016 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2016 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness and capital expenditures. We were in compliance with all such covenants as of December 31, 2018 and 2017. A commitment fee is payable on the average daily unused amount of the 2016 Revolving Credit Facility, which ranges from 0.15% to 0.30%, based on certain financial tests. The fee was 0.15% of the unused amount as of December 31, 2018. Borrowings under the 2016 Credit Agreement bear interest at (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (2.52% at December 31, 2018) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (5.50% at December 31, 2018), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%.The interest rate in effect at December 31, 2018 was 3.52%. Fees for letters of credit issued under the 2016 Revolving Credit Facility range from 1.00% to 1.75% of the respective face amounts of outstanding letters of credit and are computed based on certain financial tests. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. The 2016 Term Loan previously required us to make principal payments of $5.0 million on the last day of March, June, September and December of each year, which commenced with the calendar quarter ended December 31, 2016. On December 30, 2016, we made a payment of $100.0 million, of which $5.0 million represented our required quarterly payment and $95.0 million represented a prepayment of outstanding principal. Such prepayment was applied against the remaining mandatory quarterly payments on a ratable basis. As a result, commencing with the calendar quarter ended March 31, 2017, our required quarterly payment has been reduced to $3.8 million. All unpaid principal and interest is due on August 3, 2021. As of December 31, 2018 and 2017, the balance of the 2016 Term Loan was $269.6 million and $284.8 million, respectively. As of December 31, 2018 and 2017, we had approximately $109.0 million and $110.1 million of letters of credit outstanding, respectively. There were $25.0 million in borrowings outstanding under the 2016 Revolving Credit Facility as of December 31, 2018 and 2017.

Long-term debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of December 31, 2018 and 2017 (in thousands):

	2018				2017
Revolving credit facility	$	25,000			$	25,000
Term loan, interest payable at varying amounts through 2021	269,620				284,810
Unamortized debt issuance costs	(3,065		)		(4,251		)
Capitalized lease obligations, at weighted average interest rates from 2.5% to 5.0% payable in varying amounts through 2022	4,213				4,571
Other, payable through 2019	9				20
Total debt	295,777				310,150
Less: current maturities	16,013				15,364
Total long-term debt	$	279,764			$	294,786

Capitalized Lease Obligations

See Note 16 - Commitments and Contingencies of the notes to consolidated financial statements for additional information.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - FAIR VALUE MEASUREMENTS

We use a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy, which gives the highest priority to quoted prices in active markets, is comprised of the following three levels:

Level 1 – Unadjusted quoted market prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs, other than Level 1 inputs. Level 2 inputs would typically include quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the measurement and unobservable.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018 and 2017 (in thousands):

	Assets at Fair Value as of December 31, 2018
Asset Category	Level 1				Level 2				Level 3				Total
Cash and cash equivalents (1)	$	363,907			$	—			$	—			$	363,907
Restricted cash (2)	2,307				—				—				2,307
Deferred compensation plan assets (3)	23,124				—				—				23,124
Total	$	389,338			$	—			$	—			$	389,338

	Assets at Fair Value as of December 31, 2017
Asset Category	Level 1				Level 2				Level 3				Total
Cash and cash equivalents (1)	$	467,430			$	—			$	—			$	467,430
Restricted cash (2)	1,958				—				—				1,958
Deferred compensation plan assets (3)	22,054				—				—				22,054
Total	$	491,442			$	—			$	—			$	491,442

---

(1)	Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, which are Level 1 assets. At December 31, 2018 and 2017, we had $161.3 million and $194.2 million, respectively, in money market funds.

(2)	Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts.

(3)	Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.

We believe that the carrying values of our financial instruments, which include accounts receivable and other financing commitments, approximate their fair values due primarily to their short-term maturities and low risk of counterparty default. The carrying value of our debt associated with the 2016 Credit Agreement approximates its fair value due to the variable rate on such debt.

NOTE 12 - INCOME TAXES

On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, among other things, reducing the U.S. federal corporate tax rate from 35% to 21%, eliminating certain deductions including the domestic manufacturing deduction, providing additional limitations on deductions for executive compensation, imposing a mandatory one-time transition tax on accumulated earnings from certain foreign subsidiaries and creating new taxes on certain foreign sourced earnings. The Tax Act also extended the option to claim accelerated depreciation deductions by allowing companies to fully deduct qualified property in the year such property is placed in service.

We estimated the enactment date effects of the Tax Act and recorded provisional amounts in our 2017 consolidated financial statements in accordance with Staff Accounting Bulletin No. 118. As a result of the reduction of the U.S. corporate tax rate to 21%, U.S. generally accepted accounting principles required a re-measurement of our deferred tax assets and liabilities as of the date of enactment. As such, the Company’s net federal and state deferred tax liability balances were reduced by approximately $39.3 million, which was recorded as a reduction of income tax expense in the Company’s Consolidated Statements of Operations for the year ended December 31, 2017. We finalized our accounting for the income tax effects of the Tax Act during 2018 with an insignificant impact. As part of such analysis, the Company has concluded that it is not subject to the one-time transition tax

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - INCOME TAXES - (Continued)

referenced above. We will continue to monitor for potential future changes in certain state and local tax regulations resulting from the Tax Act which may have an impact on our consolidated income tax provision.

For the years ended December 31, 2018, 2017 and 2016, our income tax provision was calculated based on income from continuing operations before income taxes as follows: (in thousands):

	2018				2017				2016
United States	$	375,408			$	303,854			$	283,904
Foreign	19,620				14,895				12,590
	$	395,028			$	318,749			$	296,494

The income tax provision in the accompanying Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 consisted of the following (in thousands):

	2018				2017				2016
Current:
Federal provision	$	75,405			$	120,317			$	95,171
State and local provisions	28,063				23,496				23,387
Foreign provision	1,389				244				749
	104,857				144,057				119,307
Deferred	4,249				(53,358		)		(8,108		)
	$	109,106			$	90,699			$	111,199

Our 2018 income tax provision from continuing operations was $109.1 million compared to $90.7 million for 2017 and $111.2 million for 2016. The increase in the 2018 income tax provision compared to 2017 was primarily due to increased income before income taxes. The decrease in the 2017 income tax provision compared to 2016 was predominantly due to the revaluation of the Company’s net deferred tax liability balances as discussed above, partially offset by increased income before income taxes.

The actual income tax rates on income from continuing operations before income taxes, less amounts attributable to noncontrolling interests, for the years ended December 31, 2018, 2017 and 2016, were 27.6%, 28.5% and 37.5%, respectively. The decrease in the 2018 actual income tax rate compared to 2017 and the decrease in the 2017 actual income tax rate compared to 2016 were due to the net impact of the Tax Act on each period, including the reduction of the U.S. federal corporate tax rate from 35% to 21% in 2018 and the reduction in income tax expense associated with the re-measurement of our net deferred tax liability balance in 2017.

Items accounting for the differences between income taxes computed at the federal statutory rate and the income tax provision for the years ended December 31, 2018, 2017 and 2016 were as follows (in thousands):

	2018				2017				2016
Federal income taxes at the statutory rate	$	82,946			$	111,562			$	103,773
State and local income taxes, net of federal tax benefits	21,827				15,736				14,801
State tax reserves	(7		)		(2,543		)		74
Permanent differences	6,584				4,916				3,698
Domestic manufacturing deduction	—				(10,387		)		(6,830		)
Excess tax benefit from share-based compensation	(1,227		)		(1,341		)		(2,114		)
Goodwill impairment	—				17,055				—
Foreign income taxes (including UK statutory rate changes)	70				(2,586		)		(1,290		)
Impact of federal rate change on net deferred tax liabilities	—				(39,343		)		—
Federal tax reserves	(67		)		(1,247		)		(893		)
Other	(1,020		)		(1,123		)		(20		)
	$	109,106			$	90,699			$	111,199

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - INCOME TAXES - (Continued)

Our income tax provision for the year ended December 31, 2018 included $0.6 million for the minimum tax on global intangible low-taxed income for certain earnings of our foreign subsidiaries, as required under the Tax Act. The Company has elected to recognize such tax as an expense in the period incurred.

As of December 31, 2018, we had undistributed foreign earnings from certain foreign subsidiaries of approximately $54.6 million. Based on our evaluation, and given that a significant portion of such earnings were subject to tax in prior periods or are indefinitely reinvested, we have concluded that any taxes associated with the repatriation of such foreign earnings would be immaterial. As of December 31, 2018, the amount of cash held by these foreign subsidiaries was approximately $60.6 million which, if repatriated, should not result in any federal or state income taxes.

Tax benefits are recognized only if it is “more likely than not” that the tax position would be sustained on its technical merits. The amount recognized is the largest amount of the tax benefit that is greater than 50% likely of being realized on examination, with a tax examination being presumed to occur. For positions not meeting the “more likely than not” test, no tax benefit is recognized. As of December 31, 2018 and 2017, the amount of unrecognized income tax benefits was zero and $0.8 million, respectively.

A reconciliation of unrecognized income tax benefits at the beginning and at the end of the year is as follows (in thousands):

	2018				2017
Balance at beginning of year	$	841			$	3,982
Additions based on tax positions related to the current year	—				1,158
Additions based on tax positions related to prior years	—				1,244
Adjustments for tax positions of prior years	184				(5,543		)
Reductions for expired statute of limitations	(1,025		)		—
Balance at end of year	$	—			$	841

We report interest expense and/or interest income related to unrecognized tax benefits in the income tax provision. As of December 31, 2018 and 2017, respectively, we had approximately zero and $0.1 million of accrued interest expense related to unrecognized income tax benefits included as a liability in the Consolidated Balance Sheets. For the years ended December 31, 2018 and 2017, less than $0.1 million of interest expense was recognized in the income tax provision. In addition, for the years ended December 31, 2018 and 2017, respectively, approximately $0.1 million and $0.5 million of interest income was recognized in the income tax provision. We do not anticipate any significant changes to our reserves for uncertain tax positions in the next twelve months.

We file income tax returns with the Internal Revenue Service and various state, local and foreign tax agencies. The Company is currently under examination by various taxing authorities for the years 2014 through 2017. During the first quarter of 2017, the Company settled an examination with a taxing authority which resulted in a $3.3 million reversal of reserves for previously uncertain tax positions.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - INCOME TAXES - (Continued)

Deferred income tax assets and liabilities are recognized in the Consolidated Balance Sheets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The deferred income tax assets and deferred income tax liabilities recorded for the years ended December 31, 2018 and 2017 were as follows (in thousands):

	2018				2017
Deferred income tax assets:
Excess of amounts expensed for financial statement purposes over amounts deducted for income tax purposes:
Insurance liabilities	$	44,192			$	42,425
Pension liability	3,204				6,900
Deferred compensation	29,300				27,742
Other (including liabilities and reserves)	27,400				28,534
Total deferred income tax assets	104,096				105,601
Valuation allowance for deferred tax assets	(3,855		)		(3,825		)
Net deferred income tax assets	100,241				101,776
Deferred income tax liabilities:
Costs capitalized for financial statement purposes and deducted for income tax purposes:
Goodwill and identifiable intangible assets	(152,761		)		(150,900		)
Depreciation of property, plant and equipment	(14,904		)		(11,781		)
Other	(3,424		)		(3,792		)
Total deferred income tax liabilities	(171,089		)		(166,473		)
Net deferred income tax liabilities	$	(70,848	)		$	(64,697	)

The components of the net deferred income tax liabilities in the accompanying Consolidated Balance Sheets are included in “Other assets” of $4.7 million and $10.0 million and “Other long-term obligations” of $75.5 million and $74.7 million, at December 31, 2018 and 2017, respectively.

Valuation allowances are established when necessary to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized. We file a consolidated federal income tax return including all of our U.S. subsidiaries. As of December 31, 2018 and 2017, the total valuation allowance on deferred income tax assets was approximately $3.9 million and $3.8 million, respectively, related to state and local net operating losses. Although realization is not assured, we believe it is more likely than not that the deferred income tax assets, net of the valuation allowance discussed above, will be realized. The amount of the deferred income tax assets considered realizable, however, could be reduced if estimates of future income are reduced.

At December 31, 2018, we had trading losses for United Kingdom income tax purposes of approximately $4.2 million, which have no expiration date. Such losses are subject to review by the United Kingdom taxing authority. Realization of the deferred income tax assets is dependent on our generating sufficient taxable income. We believe that the deferred income tax assets will be realized through projected future income.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - COMMON STOCK

As of December 31, 2018 and 2017, there were 55,983,763 and 58,798,428 shares of our common stock outstanding, respectively.

We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.08 per share.

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, 2015, October 25, 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 million, $100.0 million and $200.0 million of our outstanding common stock, respectively. During 2018, we have repurchased 3,066,869 shares of our common stock for approximately $216.2 million. Since the inception of the repurchase programs through December 31, 2018, we have repurchased approximately 15.9 million shares of our common stock for approximately $791.5 million. As of December 31, 2018, there remained authorization for us to repurchase approximately $158.5 million of our shares. 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 2016 Credit Agreement placing limitations on such repurchases. The repurchase programs have been and will be funded from our operations.

NOTE 14 - SHARE-BASED COMPENSATION PLANS

We have an incentive plan under which stock options, stock awards, stock units and other share-based compensation may be granted to officers, non-employee directors and key employees of the Company. Under the terms of this plan, 3,250,000 shares were authorized, and 1,327,307 shares are available for grant or issuance as of December 31, 2018. Any issuances under this plan are valued at the fair market value of the common stock on the grant date. The vesting and expiration of any stock option grants and the vesting schedule of any stock awards or stock units are determined by the Compensation and Personnel Committee of our Board of Directors at the time of the grant. Forfeitures are recognized as they occur.

The following table summarizes activity regarding our stock options and awards of shares and stock units since December 31, 2015:

Stock Options									Restricted Stock Units
		Shares			Weighted Average Price						Shares			Weighted Average Price
Balance, December 31, 2015		306,726			$	23.42			Balance, December 31, 2015		605,488			$	39.47
Granted		—			—				Granted		191,936			$	46.86
Expired		—			—				Forfeited		(965	)		$	43.13
Exercised		(163,726	)		$	23.73			Vested		(304,171	)		$	35.29
Balance, December 31, 2016		143,000			$	23.06			Balance, December 31, 2016		492,288			$	44.93
Granted		—			—				Granted		198,179			$	68.33
Expired		—			—				Forfeited		(1,200	)		$	60.68
Exercised		(50,000	)		$	20.42			Vested		(180,395	)		$	44.57
Balance, December 31, 2017		93,000			$	24.48			Balance, December 31, 2017		508,872			$	54.13
Granted		—			—				Granted		135,259			$	80.37
Expired		—			—				Forfeited		(1,250	)		$	71.27
Exercised		(53,000	)		$	24.48			Vested		(166,295	)		$	48.44
Balance, December 31, 2018		40,000			$	24.48			Balance, December 31, 2018		476,586			$	63.52

We recognized approximately $11.0 million, $9.9 million and $8.9 million of compensation expense for stock units awarded to non-employee directors and employees pursuant to incentive plans for the years ended December 31, 2018, 2017 and 2016, respectively. We have approximately $9.2 million of compensation expense, net of income taxes, which will be recognized over the remaining vesting periods of up to approximately four years. In addition, an aggregate of 72,771 restricted stock units granted to employees and non-employee directors vested as of December 31, 2018, but issuance has been deferred up to five years.

All outstanding stock options were fully vested; therefore, no compensation expense was recognized for the years ended December 31, 2018, 2017 and 2016.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - SHARE-BASED COMPENSATION PLANS - (Continued)

The Company received less than $0.1 million, less than $0.1 million and approximately $0.7 million as a result of stock option exercises during the years ended December 31, 2018, 2017 and 2016, respectively. The income tax benefit derived in 2018, 2017 and 2016 as a result of such exercises and share-based compensation was approximately $3.6 million, $3.9 million and $6.2 million, respectively, of which approximately $1.6 million, $1.6 million and $2.5 million, respectively, represented excess tax benefits. The total intrinsic value of options (the amounts by which the stock price exceeded the exercise price of the option on the date of exercise) that were exercised during 2018, 2017 and 2016 was approximately $2.7 million, $2.3 million and $4.6 million, respectively.

At December 31, 2018, 2017 and 2016, 40,000 options, 93,000 options and 143,000 options were exercisable, respectively. The weighted average exercise price of exercisable options at December 31, 2018, 2017 and 2016 was approximately $24.48, $24.48 and $23.06, respectively. The total aggregate intrinsic value of options outstanding and exercisable as of December 31, 2018, 2017 and 2016 were approximately $1.4 million, $5.3 million and $6.8 million, respectively.

The following table summarizes information about our outstanding stock options as of December 31, 2018:

Stock Options Outstanding and Exercisable
Range of Exercise Prices		Number		Weighted Average Remaining Life		Weighted Average Exercise Price
$24.48		40,000		1.45 Years		$24.48

We have an employee stock purchase plan. Under the terms of this plan, the maximum number of shares of our common stock that may be purchased is 3,000,000 shares. Generally, our corporate employees and non-union employees of our United States subsidiaries are eligible to participate in this plan. Employees covered by collective bargaining agreements generally are not eligible to participate in this plan.

NOTE 15 - RETIREMENT PLANS

Defined Benefit Plans

Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under this plan.

We account for our UK Plan and other defined benefit plans in accordance with ASC 715, “Compensation-Retirement Benefits” (“ASC 715”). ASC 715 requires that (a) the funded status, which is measured as the difference between the fair value of plan assets and the projected benefit obligations, be recorded in our balance sheet with a corresponding adjustment to accumulated other comprehensive income (loss) and (b) gains and losses for the differences between actuarial assumptions and actual results, and unrecognized service costs, be recognized through accumulated other comprehensive income (loss). These amounts will be subsequently recognized as net periodic pension cost.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

The change in benefit obligations and assets of the UK Plan for the years ended December 31, 2018 and 2017 consisted of the following components (in thousands):

	2018				2017
Change in pension benefit obligation
Benefit obligation at beginning of year	$	332,618			$	306,731
Interest cost	8,085				8,622
Actuarial (gain) loss	(27,755		)		2,058
Benefits paid	(14,318		)		(13,709		)
Foreign currency exchange rate changes	(16,854		)		28,916
Benefit obligation at end of year	281,776				332,618
Change in pension plan assets
Fair value of plan assets at beginning of year	295,968				257,236
Actual return on plan assets	(6,489		)		22,899
Employer contributions	4,742				4,727
Benefits paid	(14,318		)		(13,709		)
Foreign currency exchange rate changes	(15,709		)		24,815
Fair value of plan assets at end of year	264,194				295,968
Funded status at end of year	$	(17,582	)		$	(36,650	)

Amounts not yet reflected in net periodic pension cost and included in accumulated other comprehensive loss were as follows (in thousands):

	2018				2017
Unrecognized losses	$	86,768			$	102,054

The underfunded status of the UK Plan of $17.6 million and $36.7 million at December 31, 2018 and 2017, respectively, is included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets. No plan assets are expected to be returned to us during the year ending December 31, 2019.

The weighted average assumptions used to determine benefit obligations as of December 31, 2018 and 2017 were as follows:

	2018			2017
Discount rate	2.9	%		2.5	%

The weighted average assumptions used to determine net periodic pension cost for the years ended December 31, 2018, 2017 and 2016 were as follows:

	2018			2017			2016
Discount rate	2.5	%		2.7	%		3.8	%
Annual rate of return on plan assets	5.0	%		5.3	%		6.2	%

The annual rate of return on plan assets has been determined by modeling possible returns using the actuary’s portfolio return calculator and the fair value of plan assets. This models the long term expected returns of the various asset classes held in the portfolio and takes into account the additional benefits of holding a diversified portfolio. For measurement purposes of the liability, the annual rate of inflation of covered pension benefits assumed for 2018 and 2017 was 2.1%.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

The components of net periodic pension cost of the UK Plan for the years ended December 31, 2018, 2017 and 2016 were as follows (in thousands):

	2018				2017				2016
Interest cost	$	8,085			$	8,622			$	10,320
Expected return on plan assets	(13,797		)		(13,508		)		(14,227		)
Amortization of unrecognized loss	2,630				2,942				2,047
Net periodic pension cost (income)	$	(3,082	)		$	(1,944	)		$	(1,860	)

Actuarial gains and losses are amortized using a corridor approach whereby cumulative gains and losses in excess of the greater of 10% of the pension benefit obligation or the fair value of plan assets are amortized over the average life expectancy of plan participants. The amortization period for 2018 was 25 years.

The reclassification adjustment, net of income taxes, for the UK Plan from accumulated other comprehensive loss into net periodic pension cost for the years ended December 31, 2018, 2017 and 2016 was approximately $2.1 million, $2.3 million and $1.7 million, respectively. The estimated unrecognized loss for the UK Plan that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $1.9 million, net of income taxes.

UK Plan Assets

The weighted average asset allocations and weighted average target allocations at December 31, 2018 and 2017 were as follows:

Asset Category	Target Asset Allocation			December 31, 2018			December 31, 2017
Equity securities	15.0	%		13.4	%		14.1	%
Debt securities	65.0	%		71.2	%		77.3	%
Cash	10.0	%		6.1	%		8.6	%
Real estate	10.0	%		9.3	%		—	%
Total	100.0	%		100.0	%		100.0	%

Plan assets of our UK Plan are invested through fund managers. Debt securities include United Kingdom government debt and United States, United Kingdom, European and emerging market corporate debt. Equity securities include marketable equity and equity like instruments across developed global equity markets. Real estate assets represent investments in trusts which invest directly or indirectly in various properties throughout the United Kingdom.

The following tables set forth by level, within the fair value hierarchy discussed in Note 11 - Fair Value Measurements, the fair value of assets of the UK Plan as of December 31, 2018 and 2017 (in thousands):

	Assets at Fair Value as of December 31, 2018
Asset Category	Level 1				Level 2				Level 3				Total
Equity and equity like investments	$	—			$	35,425			$	—			$	35,425
Corporate debt securities	—				37,703				98,077				135,780
Government bonds	—				52,445				—				52,445
Cash	16,097				—				—				16,097
Real estate	—				—				24,447				24,447
Total	$	16,097			$	125,573			$	122,524			$	264,194

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

	Assets at Fair Value as of December 31, 2017
Asset Category	Level 1				Level 2				Level 3				Total
Equity and equity like investments	$	—			$	41,684			$	—			$	41,684
Corporate debt securities	—				69,630				103,945				173,575
Government bonds	—				55,207				—				55,207
Cash	25,502				—				—				25,502
Total	$	25,502			$	166,521			$	103,945			$	295,968

In regards to the plan assets of our UK Plan, investment amounts have been allocated within the fair value hierarchy based on the nature of the investment. The characteristics of the assets that sit within each level are summarized as follows:

Level 1-This asset represents cash.

Level 2-These assets are a combination of the following:

(a)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted but the underlying assets held by the fund are either:

(i)	held in a variety of listed investments; or

(ii)	held in UK treasury bonds or corporate bonds with the asset value being based on fixed income streams. Some of the underlying bonds are also listed on regulated markets.

It is the value of the underlying assets that have been used to calculate the unit price of the fund.

(b)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are quoted. The underlying assets within these funds comprise cash or assets that are listed on a regulated market (i.e., the values are based on observable market data) and it is these values that are used to calculate the unit price of the fund.

Level 3-Assets that are not exchange traded but have a unit price that is based on the net asset value of the investment or for which fair value is determined by third party appraisals or valuations. Such fair values are not quoted or available on any market.

The table below sets forth a summary of changes in the fair value of the UK Plan’s Level 3 assets for the year ended December 31, 2018 (in thousands):

Level 3 Assets	2018				2017
Start of year balance	$	103,945			$	—
Actual return on plan assets, relating to assets still held at reporting date	(71		)		1,858
Actual return on plan assets, relating to assets sold during the period	216				—
Purchases, sales and settlements, net	25,523				98,633
Change due to exchange rate changes	(7,089		)		3,454
End of year balance	$	122,524			$	103,945

Level 3 debt securities are valued based on the credit rating and performance of the underlying debt portfolio, which includes benchmarking of risk and return relative to the investment plan. Level 3 real estate investments are valued at fair market value based on third party appraisals or valuations.

The investment policies and strategies for the plan assets are established by the plan trustees (who are independent of the Company) to achieve a reasonable balance between risk, likely return and administration expense, as well as to maintain funds at a level to meet minimum funding requirements. In order to ensure that an appropriate investment strategy is in place, an analysis of the UK Plan’s assets and liabilities is completed periodically.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

Cash Flows:

Contributions

Our United Kingdom subsidiary expects to contribute approximately $4.5 million to the UK Plan in 2019.

Estimated Future Benefit Payments

The following estimated benefit payments are expected to be paid in the following years (in thousands):

	Pension Benefits
2019	$	14,007
2020	$	14,425
2021	$	14,857
2022	$	15,301
2023	$	15,757
Succeeding five years	$	86,141

The following table shows certain information for the UK Plan where the accumulated benefit obligation is in excess of plan assets as of December 31, 2018 and 2017 (in thousands):

	2018				2017
Projected benefit obligation	$	281,776			$	332,618
Accumulated benefit obligation	$	281,776			$	332,618
Fair value of plan assets	$	264,194			$	295,968

We also sponsor three domestic retirement plans in which participation by new individuals is frozen. The benefit obligation associated with these plans as of December 31, 2018 and 2017 was approximately $8.5 million and $9.3 million, respectively. The estimated fair value of the plan assets as of December 31, 2018 and 2017 was approximately $4.9 million and $5.5 million, respectively. The plan assets are considered Level 1 assets within the fair value hierarchy and are predominantly invested in cash, equities, and equity and bond funds. The liability balances as of December 31, 2018 and 2017 are classified as “Other long-term obligations” in the accompanying Consolidated Balance Sheets. The measurement date for these plans is December 31 of each year. The major assumptions used in the actuarial valuations to determine benefit obligations as of December 31, 2018 and 2017 included discount rates of 4.00% to 4.25% for 2018 and 3.50% to 4.00% for 2017. Also, included was an expected rate of return of 7.00% for both 2018 and 2017. The reclassification adjustment, net of income taxes, from accumulated other comprehensive loss into net periodic pension cost was approximately $0.2 million for each of the years ended December 31, 2018, 2017 and 2016. The estimated loss for these plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $0.2 million, net of income taxes. The future estimated benefit payments expected to be paid from the plans for the next ten years is approximately $0.5 million per year.

Multiemployer Plans

We participate in approximately 200 multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As one of many participating employers in an MEPP, we are potentially liable with the other participating employers for such plan's underfunding either through an increase in our required contributions, or in the case of our withdrawal from the plan, a payment based upon our proportionate share of the plan's unfunded benefits, in each case, as described below. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the “PPA”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact the funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions.

An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to: (a) an increase in our contribution rate as a signatory to the applicable CBA, (b) a reallocation of the contributions

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

already being made by participating employers for various benefits to individuals participating in the MEPP and/or (c) a reduction in the benefits to be paid to future and/or current retirees. In addition, the PPA requires that a 5% surcharge be levied on employer contributions for the first year commencing after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

We could also be obligated to make payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal our proportionate share of the MEPPs’ unfunded vested benefits. We believe that certain of the MEPPs in which we participate may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPP’s current financial situation, we are unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether our participation in these MEPPs could have a material adverse impact on our financial position, results of operations or liquidity. We did not record any withdrawal liability for the years ended December 31, 2018, 2017 and 2016.

The following table lists all domestic MEPPs to which our contributions exceeded $2.0 million in 2018. Additionally, this table also lists all domestic MEPPs to which we contributed in 2018 in excess of $0.5 million for MEPPs in the critical status, “red zone”, and $1.0 million for MEPPs in the endangered status, “orange or yellow zones”, as defined by the PPA (in thousands):

Pension Fund		EIN/Pension Plan Number			PPA Zone Status (1)				FIP/RP Status		Contributions												Contributions greater than 5% of total plan contributions (2)		Expiration date of CBA
	2018		2017			2018				2017				2016
National Automatic Sprinkler Industry Pension Fund		52-6054620	001		Red		Red		Implemented		$	14,888			$	14,228			$	11,075			No		March 2019 to June 2022
Plumbers & Pipefitters National Pension Fund		52-6152779	001		Yellow		Yellow		Implemented		11,868				12,550				12,034				No		January 2019 to August 2026
Sheet Metal Workers National Pension Fund		52-6112463	001		Yellow		Yellow		Implemented		10,895				12,895				11,280				No		April 2019 to May 2023
National Electrical Benefit Fund		53-0181657	001		Green		Green		N/A		10,700				11,572				10,328				No		February 2019 to May 2022
Pension, Hospitalization & Benefit Plan of the Electrical Industry-Pension Trust Account		13-6123601	001		Green		Green		N/A		10,469				9,489				9,687				No		April 2019 to November 2021
Central Pension Fund of the IUOE & Participating Employers		36-6052390	001		Green		Green		N/A		6,384				6,070				6,211				No		January 2019 to September 2023
Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan		31-0655223	001		Red		Red		Implemented		6,047				6,084				5,202				Yes		June 2019
Pipefitters Union Local 537 Pension Fund		51-6030859	001		Green		Green		N/A		6,038				4,057				3,970				No		September 2020 to August 2021
Southern California IBEW-NECA Pension Trust Fund		95-6392774	001		Yellow		Red		Implemented		5,754				3,669				3,289				No		June 2019 to May 2020
Sheet Metal Workers Pension Plan of Northern California		51-6115939	001		Red		Red		Implemented		5,488				6,023				5,164				No		June 2019 to June 2021
Electrical Workers Local No. 26 Pension Trust Fund		52-6117919	001		Green		Green		N/A		5,485				4,441				3,390				Yes		May 2019 to July 2021
Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan 2		51-6030753	002		Green		Green		N/A		4,308				5,537				5,518				No		June 2019

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

Pension Fund		EIN/Pension Plan Number			PPA Zone Status (1)				FIP/RP Status		Contributions												Contributions greater than 5% of total plan contributions (2)		Expiration date of CBA
	2018		2017			2018				2017				2016
U.A. Local 393 Pension Trust Fund Defined Benefit		94-6359772	002		Green		Green		N/A		4,298				1,540				2,490				Yes		June 2019 to June 2021
Eighth District Electrical Pension Fund		84-6100393	001		Green		Green		N/A		3,486				3,786				3,444				Yes		February 2019 to May 2022
U.A. Plumbers Local 24 Pension Fund		22-6042823	001		Green		Green		N/A		3,461				3,092				3,147				Yes		April 2020
Edison Pension Plan		93-6061681	001		Green		Green		N/A		3,140				1,628				1,400				No		December 2020
Northern California Pipe Trades Pension Plan		94-3190386	001		Green		Green		N/A		3,104				2,963				6,495				No		June 2019 to June 2021
Southern California Pipe Trades Retirement Fund		51-6108443	001		Green		Green		N/A		3,095				3,907				4,371				No		June 2019 to August 2026
San Diego Electrical Pension Plan		95-6101801	001		Green		Green		N/A		3,008				2,862				2,216				Yes		May 2019 to May 2020
Plumbers & Steamfitters Local 486 Pension Fund		52-6124449	001		Green		Green		N/A		2,720				1,830				1,155				Yes		March 2019 to December 2019
NECA-IBEW Pension Trust Fund		51-6029903	001		Green		Green		N/A		2,650				3,060				3,752				Yes		March 2019 to May 2020
Arizona Pipe Trades Pension Trust Fund		86-6025734	001		Green		Green		N/A		2,640				1,662				681				No		June 2020
Heating, Piping & Refrigeration Pension Fund		52-1058013	001		Green		Green		N/A		2,619				2,437				2,402				No		July 2019
Plumbing & Pipe Fitting Local 219 Pension Fund		34-6682376	001		Red		Red		Implemented		2,197				1,335				838				Yes		May 2019
Connecticut Plumbers & Pipefitters Pension Fund		06-6050353	001		Green		Green		N/A		2,104				1,988				1,631				Yes		June 2021
Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada		95-6052257	001		Yellow		Yellow		Implemented		1,934				3,268				2,946				No		June 2019 to June 2021
Boilermaker-Blacksmith National Pension Trust		48-6168020	001		Red		Red		Implemented		1,446				1,083				1,710				No		April 2019 to September 2021
Plumbers & Pipefitters Local 162 Pension Fund		31-6125999	001		Yellow		Yellow		Implemented		1,273				801				781				Yes		May 2019
Plumbers & Pipefitters Local Union No. 502 & 633 Pension Fund		61-6078145	001		Yellow		Yellow		Implemented		1,167				801				713				No		July 2019
South Florida Electrical Workers Pension Plan and Trust		59-6230530	001		Red		Red		Implemented		821				503				263				Yes		February 2019 to August 2021
Steamfitters Local Union No. 420 Pension Plan		23-2004424	001		Red		Red		Implemented		706				687				709				No		May 2020
Other Multiemployer Pension Plans											46,036				43,368				39,005						Various
Total Contributions											$	190,229			$	179,216			$	167,297

---

(1)	The zone status represents the most recent available information for the respective MEPP, which may be 2017 or earlier for the 2018 year and 2016 or earlier for the 2017 year.

(2)

This information was obtained from the respective plan’s Form 5500 (“Forms”) for the most current available filing. These dates may not correspond with our fiscal year contributions. The above noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of our subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - RETIREMENT PLANS - (Continued)

The nature and diversity of our business may result in volatility in the amount of our contributions to a particular MEPP for any given period. That is because, in any given market, we could be working on a significant project and/or projects, which could result in an increase in our direct labor force and a corresponding increase in our contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by us would also decrease, as would our level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require at a particular time, an increase in the contribution rate and/or surcharges. Our contributions to various MEPPs did not significantly increase as a result of acquisitions made since 2016.

We also participated in two MEPPs that are located within the United Kingdom for which we have contributed less than $0.1 million for the year ended December 31, 2018, less than $0.1 million for the year ended December 31, 2017 and approximately $0.2 million for the year ended December 31, 2016. The decrease in contributions since 2016 was due to the closure of one of these plans. The information that we have obtained relating to these plans is not as readily available and/or as comparable as the information that has been ascertained in the United States. Based upon the most recently available information, the remaining plan is 100% funded.

Additionally, we contribute to certain multiemployer plans that provide post retirement benefits such as health and welfare benefits and/or defined contribution/annuity plans, among others. Our contributions to these plans approximated $135.9 million, $130.9 million and $130.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. Our contributions to other post retirement benefit plans did not significantly increase as a result of acquisitions made since 2016. The amount of contributions to these plans is also subject for the most part to the factors discussed above in conjunction with the MEPPs.

Defined Contribution Plans

We have defined contribution retirement and savings plans that cover eligible employees in the United States. Contributions to these plans are based on a percentage of the employee’s base compensation. The expenses recognized for the years ended December 31, 2018, 2017 and 2016 for these plans were approximately $29.8 million, $28.1 million and $26.8 million, respectively. At our discretion and subject to applicable plan documents, we may make additional supplemental matching contributions to one of our defined contribution retirement and savings plans. The expenses recognized related to additional supplemental matching for the years ended December 31, 2018, 2017 and 2016 were approximately $6.1 million, $5.5 million and $5.4 million, respectively.

Our United Kingdom subsidiary has defined contribution retirement plans. The expense recognized for the years ended December 31, 2018, 2017 and 2016 was approximately $4.9 million, $3.9 million and $3.6 million, respectively.

NOTE 16 - COMMITMENTS AND CONTINGENCIES

Commitments

We lease land, buildings and equipment under various leases. The leases frequently include renewal options and escalation clauses and require us to pay for utilities, taxes, insurance and maintenance expenses.

Future minimum payments, by year and in the aggregate, under capital leases, non-cancelable operating leases and related subleases with initial terms of more than one year at December 31, 2018, were as follows (in thousands):

	Capital Leases				Operating Leases				Sublease Income
2019	$	2,075			$	55,789			$	471
2020	1,365				46,817				321
2021	664				39,094				193
2022	297				30,975				97
2023	—				24,971				5
Thereafter	—				72,450				—
Total minimum lease payments	4,401				$	270,096			$	1,087
Amounts representing interest	(188		)
Present value of net minimum lease payments	$	4,213

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - COMMITMENTS AND CONTINGENCIES - (Continued)

Rent expense for operating leases and other rental items, including short-term equipment rentals charged to cost of sales, for the years ended December 31, 2018, 2017 and 2016 was approximately $191.8 million, $166.5 million and $149.0 million, respectively. Rent expense for each of the years ended December 31, 2018, 2017 and 2016 was reported net of sublease rental income of approximately $0.6 million.

Contractual Guarantees

We have agreements with our executive officers and certain other key management personnel providing for severance benefits for such employees upon termination of their employment under certain circumstances.

In the ordinary course of business, we, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.

The terms of our construction contracts frequently require that we obtain from surety companies (“Surety Companies”) and provide to our customers payment and performance bonds (“Surety Bonds”) as a condition to the award of such contracts. The Surety Bonds secure our payment and performance obligations under such contracts, and we have agreed to indemnify the Surety Companies for amounts, if any, paid by them in respect of Surety Bonds issued on our behalf. In addition, at the request of labor unions representing certain of our employees, Surety Bonds are sometimes provided to secure obligations for wages and benefits payable to or for such employees. Public sector contracts require Surety Bonds more frequently than private sector contracts and, accordingly, our bonding requirements typically increase as the amount of public sector work increases. As of December 31, 2018, based on our percentage-of-completion of our projects covered by Surety Bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $1.1 billion. Surety Bonds are issued by Surety Companies in return for premiums, which vary depending on the size and type of bond.

We are subject to regulation with respect to the handling of certain materials used in construction, which are classified as hazardous or toxic by federal, state and local agencies. Our practice is to avoid participation in projects principally involving the remediation or removal of such materials. However, when remediation is required as part of our contract performance, we believe we comply with all applicable regulations governing the discharge of material into the environment or otherwise relating to the protection of the environment.

At December 31, 2018, we employed approximately 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. We believe that our employee relations are generally good. Only two of these collective bargaining agreements are national or regional in scope.

Restructuring expenses, primarily related to employee severance obligations, were $2.3 million, $1.6 million and $1.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, 2017 and 2016, the balance of our restructuring related obligations yet to be paid was $1.6 million, $0.5 million and $0.2 million, respectively. The majority of obligations outstanding as of December 31, 2017 and 2016 were paid during 2018 and 2017, respectively. The majority of obligations outstanding as of December 31, 2018 will be paid throughout 2019. No material expenses in connection with restructuring from continuing operations are expected to be incurred during 2019.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - COMMITMENTS AND CONTINGENCIES - (Continued)

The changes in restructuring activity by reportable segments during the years ended December 31, 2018 and 2017 were as follows (in thousands):

	United States electrical construction and facilities services segment				United States mechanical construction and facilities services segment				United States building services segment				Corporate administration				Total
Balance at December 31, 2016	$	—			$	188			$	13			$	—			$	201
Charges	452				180				945				—				1,577
Payments	—				(368		)		(918		)		—				(1,286		)
Balance at December 31, 2017	452				—				40				—				492
Charges	—				—				882				1,424				2,306
Payments	(422		)		—				(746		)		—				(1,168		)
Balance at December 31, 2018	$	30			$	—			$	176			$	1,424			$	1,630

A summary of restructuring expenses by reportable segments recognized for the year ended December 31, 2018 was as follows (in thousands):

	United States building services segment				Corporate Administration				Total
Severance	$	882			$	1,424			$	2,306

Government Contracts

As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, fines, penalties and compensatory and treble damages, and possible suspension or debarment from doing business with the government. Based on currently available information, we believe the outcome of ongoing government disputes and investigations will not have a material impact on our financial position, results of operations or liquidity.

Legal Matters

One of our subsidiaries was a subcontractor to a mechanical contractor (“Mechanical Contractor”) on a construction project where an explosion occurred in 2010. The Mechanical Contractor asserted claims, in the context of an arbitration proceeding against our subsidiary, alleging that our subsidiary was responsible for a portion of the damages for which the Mechanical Contractor may be liable as a result of: (a) personal injury suffered by individuals as a result of the explosion and (b) the Mechanical Contractor’s legal fees and associated management costs in defending against any and all such claims. The general contractor (as assignee of the Mechanical Contractor) on the construction project, and for whom the Mechanical Contractor worked, had alleged that our subsidiary was responsible for losses asserted by the owner of the project and/or the general contractor because of delays in completion of the project and for damages to the owner’s property. On January 4, 2019, a final decision was issued by the arbitrator in favor of our subsidiary. The decision denied all claims asserted against our subsidiary in that arbitration.

We are involved in several other proceedings in which damages and claims have been asserted against us. We believe that we have a number of valid defenses to such proceedings and claims and intend to vigorously defend ourselves. Other potential claims may exist that have not yet been asserted against us. We do not believe that any such matters will have a material adverse effect on our financial position, results of operations or liquidity. Litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance. It is possible that some litigation matters for which liabilities have not been recorded could be decided unfavorably to us, and that any such unfavorable decisions could have a material adverse effect on our financial position, results of operations or liquidity.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - ADDITIONAL CASH FLOW INFORMATION

The following presents information about cash paid for interest, income taxes and other non-cash financing activities for the years ended December 31, 2018, 2017 and 2016 (in thousands):

	2018				2017				2016
Cash paid during the year for:
Interest	$	12,435			$	11,456			$	11,033
Income taxes	$	123,651			$	130,226			$	129,540
Non-cash financing activities:
Assets acquired under capital lease obligations	$	1,063			$	1,252			$	1,914

NOTE 18 - SEGMENT INFORMATION

We have the following reportable segments: (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 processing, food 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 and 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 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 “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services, including those for refineries and petrochemical plants, including on-site repairs, maintenance and service of heat exchangers, towers, vessels and piping; design, manufacturing, repair and hydro blast cleaning of shell and tube heat exchangers and related equipment; refinery turnaround planning and engineering services; specialty welding services; overhaul and maintenance of critical process units in refineries and petrochemical plants; and specialty technical services for refineries and petrochemical plants.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION - (Continued)

The following tables present information about industry segments and geographic areas for the years ended December 31, 2018, 2017 and 2016 (in thousands):

	2018				2017				2016
Revenues from unrelated entities:
United States electrical construction and facilities services	$	1,954,323			$	1,829,567			$	1,704,403
United States mechanical construction and facilities services	3,020,307				2,963,815				2,643,321
United States building services	1,875,485				1,753,703				1,810,229
United States industrial services	865,645				799,169				1,067,315
Total United States operations	7,715,760				7,346,254				7,225,268
United Kingdom building services	414,871				340,745				326,256
Total worldwide operations	$	8,130,631			$	7,686,999			$	7,551,524
Total revenues:
United States electrical construction and facilities services	$	1,959,978			$	1,836,985			$	1,728,920
United States mechanical construction and facilities services	3,061,832				2,994,700				2,662,100
United States building services	1,942,663				1,812,763				1,864,824
United States industrial services	867,810				801,531				1,068,662
Less intersegment revenues	(116,523		)		(99,725		)		(99,238		)
Total United States operations	7,715,760				7,346,254				7,225,268
United Kingdom building services	414,871				340,745				326,256
Total worldwide operations	$	8,130,631			$	7,686,999			$	7,551,524

Operating income (loss):
United States electrical construction and facilities services	$	139,430			$	150,001			$	101,761
United States mechanical construction and facilities services	219,352				212,396				132,743
United States building services	93,827				81,720				77,100
United States industrial services	28,172				19,084				77,845
Total United States operations	480,781				463,201				389,449
United Kingdom building services	15,930				12,905				10,086
Corporate administration	(90,415		)		(87,808		)		(88,740		)
Restructuring expenses	(2,306		)		(1,577		)		(1,438		)
Impairment loss on goodwill and identifiable intangible assets	(907		)		(57,819		)		(2,428		)
Total worldwide operations	403,083				328,902				306,929
Other corporate items:
Net periodic pension (cost) income	2,743				1,652				1,529
Interest expense	(13,544		)		(12,770		)		(12,627		)
Interest income	2,746				965				663
Income from continuing operations before income taxes	$	395,028			$	318,749			$	296,494

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION - (Continued)

	2018				2017				2016
Capital expenditures:
United States electrical construction and facilities services	$	5,993			$	4,797			$	5,294
United States mechanical construction and facilities services	7,613				6,778				7,672
United States building services	10,414				10,745				11,080
United States industrial services	18,277				9,583				10,065
Total United States operations	42,297				31,903				34,111
United Kingdom building services	870				2,166				4,523
Corporate administration	312				615				1,014
Total worldwide operations	$	43,479			$	34,684			$	39,648
Depreciation and amortization of Property, plant and equipment:
United States electrical construction and facilities services	$	6,221			$	6,545			$	6,318
United States mechanical construction and facilities services	8,104				7,819				7,544
United States building services	10,324				11,051				10,241
United States industrial services	9,642				10,274				10,394
Total United States operations	34,291				35,689				34,497
United Kingdom building services	3,447				3,371				3,560
Corporate administration	734				855				824
Total worldwide operations	$	38,472			$	39,915			$	38,881

Contract assets:
United States electrical construction and facilities services	$	38,412			$	35,060			$	46,193
United States mechanical construction and facilities services	50,463				52,381				46,703
United States building services	33,304				26,028				28,084
United States industrial services	12,956				1,636				2,572
Total United States operations	135,135				115,105				123,552
United Kingdom building services	23,108				7,516				7,145
Total worldwide operations	$	158,243			$	122,621			$	130,697
Contract liabilities:
United States electrical construction and facilities services	$	163,951			$	178,454			$	163,794
United States mechanical construction and facilities services	285,103				290,216				271,811
United States building services	79,281				48,481				50,546
United States industrial services	8,050				3,098				1,823
Total United States operations	536,385				520,249				487,974
United Kingdom building services	15,905				3,907				1,268
Total worldwide operations	$	552,290			$	524,156			$	489,242

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION - (Continued)

	2018				2017				2016
Long-lived assets:
United States electrical construction and facilities services	$	201,333			$	180,990			$	183,632
United States mechanical construction and facilities services	346,977				352,970				287,744
United States building services	436,887				409,718				401,154
United States industrial services	617,991				630,184				709,267
Total United States operations	1,603,188				1,573,862				1,581,797
United Kingdom building services	9,264				11,729				11,446
Corporate administration	1,072				1,494				1,734
Total worldwide operations	$	1,613,524			$	1,587,085			$	1,594,977

Total assets:
United States electrical construction and facilities services	$	702,112			$	617,471			$	631,581
United States mechanical construction and facilities services	1,113,417				1,097,240				954,633
United States building services	846,221				764,085				753,434
United States industrial services	832,034				772,899				850,434
Total United States operations	3,493,784				3,251,695				3,190,082
United Kingdom building services	146,379				131,806				105,081
Corporate administration	448,644				582,403				557,275
Total worldwide operations	$	4,088,807			$	3,965,904			$	3,852,438

During 2018, we recognized losses of $10.0 million on a transportation project within our United States electrical construction and facilities services segment, resulting in part from contract scope issues. During 2017, we recognized $18.1 million of gross profit associated with the recovery of certain contract costs previously disputed on a project completed in 2016 within our United States mechanical construction and facilities services segment. During 2016, we incurred $19.4 million of losses on a transportation project within our United States electrical construction and facilities services segment as a result of productivity issues attributable to unfavorable job-site conditions. Additionally 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.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 - SELECTED UNAUDITED QUARTERLY INFORMATION

(In thousands, except per share data)

Quarterly and year-to-date computations of per share amounts are made independently; therefore, the sum of per share amounts for the quarters may not equal per share amounts for the year. The results of the construction operations of our United Kingdom segment for all periods are presented as discontinued operations.

		March 31				June 30				Sept. 30				Dec. 31
2018 Quarterly Results
Revenues		$	1,900,388			$	1,953,886			$	2,047,049			$	2,229,308
Gross profit		$	269,119			$	290,844			$	309,339			$	336,151
Impairment loss on identifiable intangible assets		$	—			$	907			$	—			$	—
Net income attributable to EMCOR Group, Inc.		$	55,374			$	70,816			$	79,373			$	77,968
Basic EPS from continuing operations		$	0.95			$	1.22			$	1.37			$	1.39
Basic EPS from discontinued operation		(0.00		)		(0.00		)		(0.01		)		(0.02		)
		$	0.95			$	1.22			$	1.36			$	1.37
Diluted EPS from continuing operations		$	0.94			$	1.21			$	1.36			$	1.38
Diluted EPS from discontinued operation		(0.00		)		(0.00		)		(0.01		)		(0.02		)
		$	0.94			$	1.21			$	1.35			$	1.36

		March 31				June 30				Sept. 30				Dec. 31
2017 Quarterly Results
Revenues		$	1,891,732			$	1,895,937			$	1,886,691			$	2,012,639
Gross profit		$	266,340			$	274,501			$	295,070			$	311,101
Impairment loss on goodwill and identifiable intangible assets		$	—			$	—			$	—			$	57,819
Net income attributable to EMCOR Group, Inc.		$	52,640			$	56,758			$	64,597			$	53,201
Basic EPS from continuing operations		$	0.89			$	0.96			$	1.10			$	0.91
Basic EPS from discontinued operation		(0.01		)		(0.00		)		(0.00		)		(0.00		)
		$	0.88			$	0.96			$	1.10			$	0.91
Diluted EPS from continuing operations		$	0.88			$	0.95			$	1.09			$	0.90
Diluted EPS from discontinued operation		(0.01		)		(0.00		)		(0.00		)		(0.00		)
		$	0.87			$	0.95			$	1.09			$	0.90

NOTE 20 - SUBSEQUENT EVENT

In January 2019, we acquired a company for an immaterial amount. This company provides mobile mechanical services within the Southern region of the United States, and its results will be included in our United States building services segment. The acquisition of this business will be accounted for by the acquisition method, and the price paid will be allocated to its respective assets and liabilities, based upon the estimated fair value of such assets and liabilities at the date of acquisition by us.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of EMCOR Group, Inc. and subsidiaries:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EMCOR Group, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ ERNST & YOUNG LLP

We have served as the Company’s auditor since 2002.

Stamford, Connecticut
February 21, 2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of EMCOR Group, Inc. and subsidiaries:

Opinion on Internal Control over Financial Reporting

We have audited EMCOR Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, EMCOR Group, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2018 consolidated financial statements of the Company and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP
Stamford, Connecticut
February 21, 2019