EMCOR Group (EME) 10-K risk factor changes: FY2020 vs FY2019

Additional risks and uncertainties not known to us or not described [removed: below] [added: below,] which we have not determined to be [removed: material] [added: material,] may also impair our business operations.

You should carefully consider the risks described below, together with all other information in this report, including information contained in the “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations,”] and “Quantitative and Qualitative Disclosures about Market Risk” sections.

If any of the following risks actually occur, our business, financial position, results of [removed: operations] [added: operations,] and/or cash flows could be adversely affected, and we may not be able to achieve our goals.

A number of economic factors, including financing [removed: conditions for] [added: conditions,] the [removed: industries we serve,] [added: prices of commodities, and energy prices,] have, in the past, adversely affected [added: the industries we serve and] our ultimate [removed: customers and their] [added: customers’] ability or willingness to fund expenditures.

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

[removed: Worsening of] [added: A prolonged stagnation or weakening in] financial and macroeconomic [removed: conditions] [added: conditions, including as a result of the COVID-19 pandemic,] could [added: therefore] have a significant adverse effect on our revenues and profitability.

In a weak economic environment, particularly in a period of restrictive credit markets, we may experience greater difficulties in collecting payments from, and negotiating change orders and/or claims with, our clients due to, among other reasons, a diminution in our ultimate customers’ access to the credit [removed: markets.][added: markets or potential bankruptcies.]

If clients delay in paying or fail to pay a significant amount of our outstanding receivables, or we fail to successfully negotiate a significant portion of our change orders and/or claims with clients, it could have an adverse effect on our liquidity, results of [removed: operations] [added: operations,] and financial position.

*The loss of one or a few customers could have an adverse effect on us.* Although we have long-standing relationships with many of our significant clients, our clients may unilaterally reduce, fail to [removed: renew] [added: renew,] or terminate their contracts with us at any time.

A loss of business from a significant client, or a number of significant clients, could have a material adverse effect on our business, financial [removed: position] [added: position,] and results of operations.

Regardless of economic or market conditions, investment decisions by our ultimate customers may vary by location or as a result of other factors like the availability of labor, relative construction [removed: costs] [added: costs,] or competitive conditions in their industries.

[removed: *Our business may be adversely affected by significant reductions in government spending or delays or disruptions in the government appropriations process.*] Some of our businesses derive a significant portion of their revenues from federal, [removed: state] [added: state,] and local governmental agencies.

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

Significant reductions in spending aimed at reducing federal, [removed: state] [added: state,] or local budget deficits, the absence of a bipartisan agreement on the federal government's budget, [added: renewed focus on budget deficits following recent increases in government spending in response to] the [removed: impact] [added: COVID-19 pandemic, personnel reductions, the closure] of [removed: sequestration] [added: government facilities and offices,] or other changes in budget priorities could result in the deferral, delay, [removed: disruption] [added: disruption,] or cancellation of projects or contracts that we might otherwise have sought to [removed: perform, personnel reductions, or the closure of government facilities and offices.][added: perform.]

These potential events could impact the level of demand for our services and our ability to [added: execute, complete, and receive compensation for our current contracts, or bid for and enter into new contracts with governmental agencies.]

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We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 11,000] [added: 11,500] vehicles.

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

*Our industry is highly competitive.* Our industry is served by numerous small, owner-operated private companies, a few public [removed: companies] [added: companies,] and several large regional companies.

In addition, relatively few barriers [added: exist to] prevent entry into most of [removed: our businesses.][added: the industries in which we operate.]

As a result, any organization that has adequate financial [removed: resources] [added: resources,] and access to technical [removed: expertise] [added: expertise,] may become a competitor.

We cannot be certain that our competitors will not develop the expertise, [removed: experience] [added: experience,] and resources necessary to provide services that are superior in [removed: quality] [added: quality,] and lower in [removed: price] [added: price,] to ours.

Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within our [removed: industries] [added: industries,] or maintain a customer base at current levels.

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

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

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

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

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

In addition, cooler than normal temperatures during the summer months could reduce the need for our services, particularly in our businesses that install or service air conditioning units, and result in reduced revenues and profitability during the period [added: that] such unseasonal weather conditions persist.

[removed: The increased incidence of] [added: As] severe weather and its related impacts, such as hurricanes, [removed: flooding] [added: flooding,] and wildfires, [removed: could adversely impact] [added: become increasingly common, our, or] our [removed: operations.][added: customers’ operations, may be disrupted, which could result in increased operational costs or project delays and cancellations.]

Natural disasters, acts of terrorism and other catastrophic events, and the actions taken by the United States and/or other governments or actors in response to such events, may result in property damage, supply [removed: disruption] [added: disruption,] or economic dislocations throughout the country.

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

These variations, along with other risks, inherent in [removed: performing] [added: the execution of projects subject to] fixed price contracts, may cause actual gross profits from projects to differ from those we originally estimated and could result in reduced profitability or losses on projects.

*We could incur additional costs to cover certain guarantees or other contractual requirements.* In some instances, we guarantee completion of a project by a specific date or price, cost savings, achievement of certain performance [removed: standards] [added: standards,] or performance of our services at a certain standard of quality.

[added: Such requirements have become more frequent in recent years and we expect them to be increasingly prevalent, and more strictly enforced in the near future, especially given the recent change of administration in Washington, D.C.] If we subsequently fail to meet such guarantees, or comply with such provisions, we may be held responsible for costs resulting from such failures, including payment of penalties or liquidated or other damages.

*Many of our contracts, especially our building services contracts for governmental and non-governmental entities, may be canceled [added: or delayed] on short notice, and we may be unsuccessful in replacing such contracts if they are canceled or as they are completed or expire.* We could experience a decrease in revenues, net [removed: income] [added: income,] and liquidity if any of the following occur:

[removed: | • |] [added: -] customers cancel a significant number of [removed: contracts; |][added: contracts or delay services or projects;]

[removed: | • |] [added: -] we fail to win a significant number of our existing contracts upon re-bid; [removed: |]

[removed: | • |] [added: -] we complete a significant number of non-recurring projects and cannot replace them with similar projects; or [removed: |]

[removed: | • |] [added: -] we fail to reduce operating and overhead expenses consistent with any decrease in our revenues. [removed: |]

Economic and Strategic Risk Factors

*Certain of our businesses, including those within our United States industrial services segment, are exposed to risks associated with the oil and gas industry.* These risks, which are not subject to our control, include volatility in the price and production of crude oil, the development of and consumer demand for alternative energy sources, and legislative and regulatory actions.

Specifically, lower prices and production volumes, or perceived risk thereof, typically results in the curtailment or deferral of spending by our customers.

In addition, macroeconomic conditions, influenced by a variety of events and circumstances, can also affect customer demand for our services within these businesses.

For example, during 2020, the escalation of geopolitical tensions between the Organization of Petroleum Exporting Countries (OPEC) and Russia contributed to a significant drop in the price of crude oil, impacting customers in the energy sector and the demand for certain of our services.

Continued unfavorable conditions within these markets could further negatively impact our financial position, results of operations, and cash flows.

Our business may be adversely affected by significant reductions in government spending or delays or disruptions in the government appropriations process.

Business and Operational Risk Factors

While we have invested in programs to mitigate the risk that natural disasters disrupt our ability to serve our customers, extended periods of disruptions could have an adverse effect on our results of operations.

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The factors that impact exchange rate fluctuation, including macroeconomic and geopolitical conditions, are outside the control of the Company.

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In addition, we maintain a wholly-owned captive insurance subsidiary to manage certain of our insurance liabilities.

External market conditions, including catastrophic losses resulting from an increase in severe weather events and the prolonged pandemic, among other factors, have resulted in an insurance market that is characterized by higher premiums, diminished capacity, and more conservative underwriting.

However, there is no guarantee that we will be successful in identifying targets that meet our requirements for acquisition.

We may also face increased competition from other potential acquirers who may have greater financial resources available to them or who may be in a position to offer more favorable terms to the target company.

This competition may limit our ability to pursue acquisition opportunities.

Additionally, circumstances beyond our control, such as the COVID-19 pandemic, has and may continue to hinder our ability to pursue and complete acquisitions.

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Financial Statements and Supplementary Data, revenue is recognized as performance obligations are satisfied and earnings or losses recognized on individual contracts are based on estimates of contract price, costs, and profitability.

Changes in estimates of transaction prices as well as estimated costs are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

As part of our investigation into this incident, we engaged outside security experts, who did not identify any exfiltration of customer or employee data or any inappropriate access to our accounting or finance systems.

We maintain insurance coverage for these types of incidents; such policies, however, may not completely provide coverage for, or completely offset, the costs of this infiltration or other such incidents.

We are continuously developing and enhancing our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage, or unauthorized access.

This continued development and enhancement requires us to expend additional resources.

However, we may not anticipate or combat all types of potential disruptions or breaches.

If any of these events were to occur, we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

Additionally, as many of our employees continue to access our systems remotely, as a result of the COVID-19 pandemic and the associated business or facility closures or reduced or staggered in-person attendance, we may be subject to heightened security risks, including the risks of cyber-attacks.

See the risk factor entitled “Public health emergencies, epidemics, or pandemics, including the novel coronavirus, impact our business” under General Risk Factors below.

Financial Risk Factors

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Goodwill and indefinite-lived intangible assets are not amortized but instead evaluated for impairment annually, or more frequently if events or circumstances indicate that the carrying amount of the asset may be impaired.

Impairment may result from a deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or changes in the manner in which acquired assets are used.

As a result of certain of these conditions, we recognized $232.8 million of impairment charges during the second quarter of 2020.

Significant judgment is required in determining whether goodwill and indefinite-lived intangible assets are impaired and assumptions utilized for purposes of our impairment testing may change in future periods.

Significant adverse changes to external market conditions or our internal forecasts, if any, could result in future impairment charges.

For further discussion of our impairment testing, see “Application of Critical Accounting Policies - Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets” included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Legal and Regulatory Risk Factors

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If government agencies determine through these audits or reviews that costs

execute, complete and receive compensation for our current contracts, or bid for and enter into new contracts with governmental agencies.

Volatility in the price of oil has historically caused some of our refinery customers to curtail or delay maintenance or capital projects.

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

*The Tax Cuts and Jobs Act of 2017 could have negative or unexpected consequences for our customers; reduced government spending may adversely affect our own business.* The long-term impact of the Tax Cuts and Jobs Act of 2017 on the general economy cannot be reliably predicted at this time.

To the extent that certain of our customers are negatively affected by the new tax law, they may reduce spending and defer, delay or cancel projects or contracts.

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

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

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The Financial Accounting Standards Board (“FASB”) requires that all business combinations be accounted for using the acquisition method of accounting and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill.

FASB Accounting Standards Codification Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”), provides that goodwill and other identifiable intangible assets that have indefinite useful lives not be amortized, but instead be tested at least annually for impairment, and identifiable intangible assets that have finite useful lives should continue to be amortized over their useful lives and be tested for impairment whenever facts and circumstances indicate that the carrying values may not be fully recoverable.

ASC 350 also provides specific guidance for testing goodwill and other non-amortized identifiable intangible assets for impairment, which we test annually each October 1.

ASC 350 requires management to make certain estimates and assumptions to allocate goodwill to reporting units and to determine the fair value of reporting unit net assets and liabilities.

Such fair value is determined using discounted estimated future cash flows.

Our development of these future cash flow projections is based upon assumptions and estimates by management from a review of our operating results and business plans as well as forecasts of anticipated growth rates and margins, among other considerations.

In addition, estimates of the weighted average cost of capital for each reporting unit are developed with the assistance of a third-party valuation specialist.

Those assumptions and estimates can change in future periods and other factors used in assessing fair value, such as interest rates, are outside the control of management.

If our assumptions regarding business plans including anticipated growth rates and 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.

The cumulative amount of revenues recorded on a contract at a specified point in time is that percentage of total estimated revenues that costs incurred to date bear to estimated total costs.

Accordingly, contract revenues and total cost estimates are reviewed and revised as the work progresses.

Adjustments are reflected in contract revenues in the period when such estimates are revised.

Estimates are based on management’s reasonable assumptions and experience, but are only estimates.

We are also required to immediately recognize the full amount of the estimated loss on a contract when estimates indicate such a loss.

Such adjustments and accrued losses could result in reduced profitability, which could negatively impact our cash flow from operations.

However, regardless of how internal control systems are designed, implemented, and enforced, they cannot ensure with absolute certainty that our policy objectives will be met in every instance.

We continue to assess the magnitude of the consequences and we are actively seeking to mitigate the effects.

As of the date of this filing, the Company continues its efforts to restore the portions of such systems that remain impacted and is unable to predict when the entire network will be functional.

We may expend significant resources to protect against such system disruptions and security breaches or to alleviate or remediate problems caused by such disruptions and breaches.

Our services are provided to a broad range of commercial, industrial, utility and institutional customers through approximately [removed: 80] [added: 85] operating [removed: subsidiaries and joint venture entities.][added: subsidiaries.]

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

The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility [removed: maintenance and services, including reception, security] [added: management, maintenance,] and [removed: catering] services; outage services to utilities and industrial plants; military base operations support services; mobile mechanical maintenance and [added: services, including maintenance and service of mechanical, electrical, plumbing, and building automation systems; indoor air quality improvement] services; floor care and janitorial services; landscaping, lot [removed: sweeping] [added: sweeping,] and snow removal; [removed: facilities management;] [added: other building services, including reception, security, and catering services;] 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.

Services of this segment include refinery turnaround planning and engineering; specialty welding; overhaul and maintenance of critical process units; specialty technical services; on-site repairs, maintenance and service of heat exchangers, towers, [removed: vessels] [added: vessels,] and piping; [added: and] design, manufacturing, repair, and hydro blast cleaning of shell and tube heat exchangers and related [removed: equipment; and construction, maintenance, and other support services for customers within the upstream and midstream sectors.][added: equipment.]

| | [added: | |] 2019 | | | | [added: | |] 2018 | | |

| Revenues | [added: | |] $ | 9,174,611 | | | [added: | |] $ | 8,130,631 | |

| Revenues increase from prior year | [added: | |] 12.8 | | % | | [added: | |] 5.8 | | % |

| Restructuring expenses | [added: | |] $ | 1,523 | | | [added: | |] $ | 2,306 | |

| Impairment loss on [added: goodwill,] identifiable intangible [added: assets, and other long-lived] assets | [added: | |] $ | — | | | [added: | |] $ | 907 | |

| Operating income | [added: | |] $ | 460,892 | | | [added: | |] $ | 403,083 | |

| Operating income as a percentage of revenues | [added: | |] 5.0 | | % | | [added: | |] 5.0 | | % |

| Net income attributable to EMCOR Group, Inc. | [added: | |] $ | 325,140 | | | [added: | |] $ | 283,531 | |

| Diluted earnings per common share from continuing operations | [added: | |] $ | 5.75 | | | [added: | |] $ | 4.89 | |

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The results of our operations for 2019 set new company records in terms of revenues, operating income, net income attributable to EMCOR Group, Inc., and diluted earnings per [removed: common] share from continuing operations.

Revenues increased by 12.8% from [removed: $8.1] [added: $8.13] billion for the year ended December 31, 2018 to [removed: $9.2] [added: $9.17] billion for the year ended December 31, 2019.

The strong operating results [added: in 2019] were due to revenue growth and an increase in operating income within all of our reportable segments, as well as operating margin expansion across all such segments, except for our United States mechanical construction and facilities services segment due to a change in revenue mix [added: when] compared to [removed: the prior year.][added: 2018.]

[removed: During] [added: On November 1,] 2019, we completed the acquisition of Batchelor & Kimball, Inc. (“BKI”), a leading full service provider of mechanical construction and maintenance services.

In addition to BKI, during 2019, we acquired: (a) a company [removed: which] [added: that] provides electrical contracting services in central Iowa, the results of operations of which have been included within our United States electrical construction and facilities services segment, (b) a company [removed: which] [added: that] provides mechanical contracting services in south-central and eastern Texas, the results of operations of which have been included within our United States mechanical construction and facilities services segment, and (c) four companies included within our United States building services segment, consisting of: (i) a company [removed: which] [added: that] provides mobile mechanical services in the Southern region of the United States and (ii) three companies, the results of operations of which were de minimis, which bolster our presence in geographies where we have existing operations and provide either mobile mechanical services or building automation and controls solutions.

The fourth company provides electrical construction and maintenance services for industrial and commercial buildings in North Texas, and [removed: its] [added: the] results [added: of its operations] have been included in our United States electrical construction and facilities services segment.

| | [added: | |] 2019 | | | | [added: | |] % of Total | | | [added: | | |] 2018 | | | | [added: | |] % of Total | | [added: |]

| Revenues from unrelated entities: | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| United States electrical construction and facilities services | [added: | |] $ | 2,216,600 | | | [added: | |] 24 | [added: |] % | | [added: | |] $ | 1,954,323 | | | [added: | |] 24 | [added: |] % |

| United States mechanical construction and facilities services | [added: | |] 3,340,337 | | | | [added: | |] 36 | [added: |] % | | [added: | |] 2,962,843 | | | | [added: | |] 37 | [added: |] % |

| United States building services | [added: | |] 2,106,872 | | | | [added: | |] 23 | [added: |] % | | [added: | |] 1,875,485 | | | | [added: | |] 23 | [added: |] % |

| United States industrial services | [added: | |] 1,087,543 | | | | [added: | |] 12 | [added: |] % | | [added: | |] 923,109 | | | | [added: | |] 11 | [added: |] % |

| Total United States operations | [added: | |] 8,751,352 | | | | [added: | |] 95 | [added: |] % | | [added: | |] 7,715,760 | | | | [added: | |] 95 | [added: |] % |

| United Kingdom building services | [added: | |] 423,259 | | | | [added: | |] 5 | [added: |] % | | [added: | |] 414,871 | | | | [added: | |] 5 | [added: |] % |

| Total [removed: worldwide] operations | [added: | |] $ | 9,174,611 | | | [added: | |] 100 | [added: |] % | | [added: | |] $ | 8,130,631 | | | [added: | |] 100 | [added: |] % |

As described in more detail below, revenues for the year ended December 31, 2019 increased to [removed: $9.2] [added: $9.17] billion compared to [removed: $8.1] [added: $8.13] billion for the year ended December 31, 2018, with all reportable segments experiencing revenue growth [removed: year over year.][added: year-over-year.]

The increase in revenues was primarily attributable to an increase in revenues from the majority of the market sectors in which we operate, including: (a) the manufacturing market sector, due to several food processing construction projects, (b) the commercial market sector, primarily as a result of certain telecommunication and technology construction projects [removed: currently] in [removed: process,] [added: process during 2019,] and (c) the healthcare, water and wastewater, and institutional market sectors due to increased project activity.

In addition, the results for the year ended December 31, 2019 benefited from a more normalized demand pattern for our turnaround services as compared to [removed: the prior year,] [added: 2018,] which was negatively impacted by the lingering effects of Hurricane Harvey, which led to the cancellation or deferral of certain previously scheduled maintenance activities with our [removed: customers in the first half of 2018.][added: customers.]

[added: The increased revenues for the] year ended December 31, 2019 were partially offset by a decrease in revenues from our shop services operations, primarily as a result of a reduction in new build heat exchanger sales.

The following table presents cost of sales, gross profit (revenues less cost of sales), and gross profit margin (gross profit as a percentage of revenues) for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in thousands, except for percentages):

| Cost of sales | [added: | |] $ | 7,818,743 | | | [added: | |] $ | 6,925,178 | |

| Gross profit | [added: | |] $ | 1,355,868 | | | [added: | |] $ | 1,205,453 | |

| Gross profit margin | [added: | |] 14.8 | | % | | [added: | |] 14.8 | | % |

The following table presents selling, general and administrative expenses and SG&A margin (selling, general and administrative expenses as a percentage of revenues) for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in thousands, except for percentages):

| Selling, general and administrative expenses | [added: | |] $ | 893,453 | | | [added: | |] $ | 799,157 | |

| Selling, general and administrative expenses as a percentage of revenues | [added: | |] 9.7 | | % | | [added: | |] 9.8 | | % |

Business Description

COVID-19 and Market Update

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged and has spread around the world.

On March 11, 2020, the World Health Organization declared COVID-19 to be a global pandemic.

In response, government authorities in the U.S. and U.K. imposed various social distancing, quarantine, and isolation measures on large portions of the population.

As a result of the pandemic, as well as the related containment and mitigation measures, we have experienced disruptions that have impacted our ability to execute on our remaining performance obligations in many of the markets in which we operate.

Such impacts include, but are not limited to, access restrictions and temporary job site shutdowns, reduced labor efficiency resulting from the adherence to physical distancing and other enhanced safety protocols mandated at the majority of our worksite locations, and the curtailment or deferral of maintenance and service projects by our customers.

Although we have not experienced significant project cancellations, and we continue to actively quote new work for our customers, as evidenced by the 14% increase in our remaining performance obligations since December 31, 2019, we are experiencing delays in certain projects and a reduction in the number of call-out service and repair opportunities.

Additionally, the demand for oil has significantly deteriorated as a result of the pandemic and the corresponding preventative measures taken around the world to mitigate the spread of the virus, including travel restrictions imposed by various local, state, and other governmental authorities.

Other macroeconomic events, including geopolitical tensions between the Organization of Petroleum Exporting Countries (“OPEC”) and Russia, resulted in significant volatility in the price of crude oil during the first half of 2020.

Although oil prices have subsequently experienced a partial recovery, the overall uncertainty driven by these events has significantly impacted the markets in which our United States industrial services segment operates.

As a result, many customers have responded by reducing capital spending, implementing various cost cutting measures, and closing certain of their facilities.

Such customer actions have resulted in a significant decrease in the demand for our service offerings within such segment.

During the second half of the year, we experienced stabilization within our United States construction segments and our United States and United Kingdom building services segments as certain shelter-in-place orders were lifted, various other containment and mitigation measures were eased, and/or our teams and customers further adapted to this new work environment; however, this positive trend may not continue.

The extent to which the COVID-19 pandemic will impact our business and results of operations in future periods remains highly uncertain and will be affected by a number of factors.

These include the duration and extent of the pandemic; limitations on the ability of our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring employees to quarantine; the extent, duration, and effective execution of ongoing government stabilization and recovery efforts; the timing, availability, efficacy, adoption, and distribution of vaccines or other preventative treatments; the continued impact of the pandemic on broader economic activity, including on construction projects and the oil and gas and related industrial markets; our customers’ demand for our services; our ability to effectively operate in this environment; the ability of our customers to pay us for services rendered; and any prolonged delays or shutdowns of active projects or closures of our and our customers’ offices and facilities.

To date, we have been able to source the supplies and materials needed to operate our business with minimal disruptions.

However, the impact of the COVID-19 pandemic on our vendors continues to evolve and may make it difficult to obtain such materials in future periods.

While we believe our remaining performance obligations are firm, customers may also slow down decision-making, delay planned work or seek to terminate existing agreements.

Any of these events could have a material adverse effect on our business, financial condition, and/or results of operations.

2020 versus 2019

| | | | 2020 | | | | | | 2019 | | |

| Revenues | | | $ | 8,797,061 | | | | | $ | 9,174,611 | |

| Gross profit | | | $ | 1,395,382 | | | | | $ | 1,355,868 | |

| Gross profit as a percentage of revenues | | | 15.9 | | % | | | | 14.8 | | % |

| Restructuring expenses | | | $ | 2,214 | | | | | $ | 1,523 | |

| Operating income | | | $ | 256,834 | | | | | $ | 460,892 | |

Revenues of $8.80 billion for the year ended December 31, 2020 decreased by 4.1% from revenues of $9.17 billion for the year ended December 31, 2019.

As discussed in further detail below, such decrease in revenues was attributable to revenue declines within our United States industrial services segment and our United States electrical construction and facilities services segment, largely as a result of a decrease in demand for our service offerings within the oil and gas and related industrial markets given the aforementioned negative macroeconomic conditions impacting these markets.

These revenue declines were partially offset by revenue growth within our United States mechanical construction and facilities services segment and our United States building services segment, inclusive of the impact of businesses acquired, as discussed below, as well as an increase in revenues of our United Kingdom building services segment.

Operating income for 2020 was $256.8 million, or 2.9% of revenues, compared to operating income of $460.9 million, or 5.0% of revenues, in 2019.

Our operating results for the year ended December 31, 2020 included $232.8 million of non-cash impairment charges recorded during the second quarter, primarily within our United States industrial services segment, which negatively impacted the Company’s operating margin for 2020 by approximately 270 basis points.

Excluding the impact of such impairments, operating income and operating margin for the twelve months ended December 31, 2020 increased by $28.7 million and 60 basis points, respectively, primarily as a result of favorable execution within our United States construction segments, as described in further detail below.

Net income of $132.9 million, or $2.40 per diluted share, for the year ended December 31, 2020, compares unfavorably to net income of $325.1 million, or $5.75 per diluted share, for the year ended December 31, 2019.

The decline in both net income and diluted earnings per common share are a result of the aforementioned impairment charges and the related tax effects as the majority of such charges are non-deductible for tax purposes.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

We acquired three companies in 2020, including: (a) a company that provides building automation and controls solutions within the Northeastern region of the United States, (b) a full service provider of mechanical services within the Washington, D.C. metro area, and (c) a company, the results of operations of which were de minimis, that provides mobile mechanical services in the Southern region of the United States.

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

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

| | | | 2020 | | | | | | % of Total | | | | | | 2019 | | | | | | % of Total | | |

Operating Segments

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 and our United States industrial services segments due to changes in our internal reporting structure.

| | | | | | | | |

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

| Income from continuing operations | $ | 325,140 | | | $ | 285,922 | |

We acquired four companies in 2018.

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

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

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

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

The increased revenues for the

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 increase in the 2019 income tax provision was primarily driven by increased income from continuing operations before income taxes.

We continue to assess the magnitude of the consequences and we are actively seeking to mitigate the effects.

As of the date of this filing, we continue our efforts to restore the portions of such systems that remain impacted.

We are unable to predict when the entire network will be functional.

We are additionally unable to estimate precisely the total costs which will result from the attack and the remediation efforts.

2018 versus 2017

| | 2018 | | | | 2017 | | |

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

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

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

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

Revenue for the year ended December 31, 2018 increased by approximately 5.8% compared to revenue for the year ended December 31, 2017 as a result of revenue growth within all of our reportable segments.

Operating income increased to $403.1 million, or 5.0% of revenues, in 2018 from $328.9 million, or 4.3% of revenues in 2017.

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

Operating margin remained flat within our United Kingdom building services segment.

The decrease in operating income and operating margin within our United States electrical construction and facilities services segment was attributable to $10.0 million of losses incurred in 2018 on a transportation construction project in the Western region of the United States, which negatively impacted operating margin of this segment by 0.6% and our consolidated operating margin by 0.1%.

Operating income and operating margin within our United States industrial services segment declined as the results for the year ended December 31, 2017 benefited from $18.1 million of gross profit related to the recovery of certain contract costs previously disputed on a project completed in 2016, which favorably impacted operating margin of this segment by 2.1%, and consolidated operating margin by 0.2%, in 2017.

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

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

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

We acquired three companies during 2017.

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

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

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.

| | 2018 | | | | % of Total | | | 2017 | | | | % of Total | |

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

| United States industrial services | 923,109 | | | | 11 | % | | 882,836 | | | | 12 | % |

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

We have not used any derivative financial instruments during the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] including trading or speculating on changes in interest rates or commodity prices of materials used in our business.

We are exposed to market risk for changes in interest rates for borrowings under the [removed: 2016] [added: 2020] Credit Agreement, which provides for a revolving credit facility and a term loan.

Borrowings under the [removed: 2016] [added: 2020] Credit Agreement bear interest at variable rates.

For further information on [removed: borrowing rates] [added: our outstanding debt] and [removed: interest rate sensitivity,] [added: borrowing rates,] refer to the Liquidity and Capital Resources discussion in Item 7.

As of December 31, [removed: 2019,] [added: 2020,] there were [added: no direct] borrowings [removed: of $50.0 million] outstanding under the [removed: 2016] [added: 2020] Revolving Credit [removed: Facility and] [added: Facility; however,] the balance of the [removed: 2016] [added: 2020] Term Loan was [removed: $254.4] [added: $270.6] million.

Based on the [removed: $304.4] [added: $270.6] million borrowings outstanding under the [removed: 2016] [added: 2020] Credit Agreement, if overall interest rates were to increase by 100 basis points, interest expense, net of income taxes, would increase by approximately [removed: $2.2] [added: $2.0] million in the next twelve months.

Conversely, if overall interest rates were to decrease by 100 basis points, interest expense, net of income taxes, would decrease by approximately [removed: $2.2] [added: $2.0] million in the next twelve months.

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

See also the previous discussions of Revenue Recognition from Contracts with Customers and Accounts Receivable [added: and Allowance for Credit Losses] under the heading “Application of Critical Accounting Policies” in Item 7.

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

In addition, we are exposed to market risk of fluctuations in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in our construction, building [removed: services] [added: services,] and industrial services operations.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 11,000] [added: 11,500] vehicles.

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

The 2020 Credit Agreement expires on March 2, 2025.

We believe our exposure to market risk associated with the discontinuation of LIBOR is limited as our 2020 Credit Agreement contains provisions which allow for the use of alternate benchmark rates.

We are not exposed to any other material contracts that reference LIBOR.

We believe our exposure to market risk associated with the discontinuation of LIBOR is limited as our 2016 Credit Agreement expires prior to the end of 2021 and given that we are not exposed to any other material contracts that reference LIBOR.

In [removed: 2019,] [added: 2020,] we had revenues of approximately [removed: $9.2] [added: $8.8] billion.

Our services are provided to a broad range of commercial, industrial, [removed: utility] [added: utility,] and institutional customers through approximately [removed: 80] [added: 85] operating [removed: subsidiaries and joint venture entities.][added: subsidiaries.]

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, [removed: maintenance] [added: maintenance,] and management of facilities, including refineries and petrochemical plants.

[removed: | • | Electric] [added: - Electrical] power transmission and distribution systems; [removed: |]

[removed: | • |] [added: -] Premises electrical and lighting systems; [removed: |]

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

[removed: | • |] [added: -] Low-voltage systems, such as fire alarm, [removed: security] [added: security,] and process control systems; [removed: |]

[removed: | • |] [added: -] Voice and data communications systems; [removed: |]

[removed: | • |] [added: -] Roadway and transit lighting and fiber optic lines; [removed: |]

[removed: | • |] [added: -] Heating, ventilation, air conditioning, [removed: refrigeration] [added: refrigeration,] and clean-room process ventilation systems; [removed: |]

[removed: | • |] [added: -] Fire protection systems; [removed: |]

[removed: | • |] [added: -] Plumbing, process and high-purity piping systems; [removed: |]

[removed: | • |] [added: -] Controls and filtration systems; [removed: |]

[removed: | • |] [added: -] Water and wastewater treatment systems; [removed: |]

[removed: | • |] [added: -] Central plant heating and cooling systems; [removed: |]

[removed: | • |] [added: -] Crane and rigging services; [removed: |]

[removed: | • |] [added: -] Millwright services; and [removed: |]

[removed: | • |] [added: -] Steel fabrication, erection, and welding services. [removed: |]

Our building [removed: services operations,] [added: services,] which are provided to a wide range of facilities, including commercial, utility, [removed: institutional] [added: institutional,] and governmental facilities, include:

[removed: | • |] [added: -] Commercial and government site-based operations and maintenance; [removed: |]

[removed: | • | Facility maintenance and] [added: - Other building] services, including reception, [removed: security] [added: security,] and catering [removed: services; |][added: services;;]

[removed: | • |] [added: -] Outage services to utilities and industrial plants; [removed: |]

[removed: | • |] [added: -] Military base operations support services; [removed: |]

[removed: | • |] [added: -] Mobile mechanical maintenance and services; [removed: |]

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

[removed: | • |] [added: -] Floor care and janitorial services; [removed: |]

[removed: | • |] [added: -] Landscaping, lot [removed: sweeping] [added: sweeping,] and snow removal; [removed: |]

[removed: | • |] [added: -] Vendor management; [removed: |]

[removed: | • |] [added: -] Call center services; [removed: |]

[removed: | • |] [added: -] Installation and support for building systems; [removed: |]

[removed: | • |] [added: -] Program development, [removed: management] [added: management,] and maintenance for energy systems; [removed: |]

[removed: | • |] [added: -] Technical consulting and diagnostic services; [removed: |]

[removed: | • |] [added: -] Infrastructure and building projects for federal, [removed: state] [added: state,] and local governmental agencies and bodies; and [removed: |]

[removed: | • |] [added: -] Small modification and retrofit projects. [removed: |]

Our industrial services are primarily provided to customers within the [removed: oil] [added: oil, gas,] and [removed: gas industry] [added: petrochemical industries] and consist of:

[removed: | • |] [added: -] On-site repairs, [removed: maintenance] [added: maintenance,] and service of heat exchangers, towers, [removed: vessels] [added: vessels,] and piping; [removed: |]

[removed: | • |] [added: -] Design, manufacturing, [removed: repair] [added: repair,] and hydro blast cleaning of shell and tube heat exchangers and related equipment; [removed: |]

[removed: | • |] [added: -] Refinery turnaround planning and engineering services; [removed: |]

[removed: | • |] [added: -] Specialty welding services; [removed: |]

[removed: | • |] [added: -] Overhaul and maintenance of critical process units in refineries and petrochemical plants; [removed: |][added: and]

- Facility management, maintenance, and services

- Services aimed at improving indoor air quality;

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

In addition to our electrical and mechanical construction services, we provide a number of building services throughout the United States and United Kingdom.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

Demand for these services is highly dependent on the strength of the oil and gas and related industrial markets.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

We believe our financial position, operating results, access to bank credit and surety bonding, technical expertise, and safety record, among other factors, give us a significant competitive advantage.

However, relatively few barriers exist to prevent entry into the electrical and mechanical construction services industry.

*Human Capital*

At December 31, 2020, we employed approximately 33,000 people, 29,000 of whom were located within the United States and 4,000 of whom were located in the United Kingdom.

Based on the most recent information available from our latest filing with the U.S. Equal Employment Opportunity Commission, the gender demographic of our U.S. employees was 89% male and 11% female.

Additionally, based on such information, our U.S. employees had the following race and ethnicity demographics:

| | | | | | |

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

| Employee Demographic | | | % of Total | | |

| White | | | 69 | | % |

| Hispanic / Latinx | | | 20 | | % |

| Black / African American | | | 7 | | % |

| Asian | | | 2 | | % |

| Multiracial, Native American, Native Hawaiian, and Pacific Islander | | | 2 | | % |

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

Our ability to execute complex projects for our customers, and to perform all of our services with the excellence that makes us an industry leader, depends on our success in attracting and retaining skilled labor in a competitive market.

We therefore strive to be and remain an employer of choice for the most talented employees in each of the industries and markets in which we operate.

This begins with offering competitive employee compensation and benefits packages, specifically designed to meet the unique needs of each individual in our diverse organization, which include:

- *Health and Welfare Plans*: All full-time employees who do not participate in union plans are offered a range of choices among medical, dental and vision plans, life, accident, dependent and disability insurance, and pre-tax health spending accounts that include employer contributions.

- *Retirement Savings*: We help provide our employees with financial security by offering a 401(k) Savings Plan and an Employee Stock Purchase Plan, both of which include company matching contributions.

- *Degree Assistance*: Eligible employees may apply for reimbursement for job-related courses or courses taken as part of a curriculum for a business or job-related degree at an accredited institution.

- *Employee Assistance Program*: Through our Employee Assistance Program, we offer our employees, and their dependents or household members, access to services and counseling on a variety of personal, professional, legal, and financial matters, at no cost.

Key to our attraction and retention of employees is our commitment to our EMCOR Values and our focus on employee safety and diversity, equity, and inclusion.

Our Board of Directors and senior leadership engage in oversight and management, respectively, of our significant human capital initiatives.

Our Board of Directors is regularly briefed and provides input on key human capital initiatives and metrics.

*Commitment to Core Values*

We are committed to our EMCOR Values of Mission First: *Integrity, Discipline, and Transparency* and People Always: *Mutual Respect and Trust, Commitment to Safety, and Teamwork.* We constantly strive to ensure these values are reflected in how we do business every day, from our corporate culture and “tone at the top,” established by our Board of Directors and management team, to the critical work performed by all of our people at every level throughout our organization.

We reinforce our EMCOR Values through many ongoing initiatives.

Our EMCOR Values are embodied in our policies and procedures, including our Code of Business Ethics and Conduct.

We also regularly provide training on these values, both at time of hire and on an ongoing, periodic basis.

In addition, to develop and reinforce our values company-wide, and empower our leaders to perform at the highest levels, senior leaders are invited to our Leadership for Results course at Babson College and our Leading with Character program at the Thayer Leadership Development Group at West Point.

*Workplace Safety*

We believe that our focus on employee safety and well-being is reflected in our results.

| | |

| --- | --- |

| • | Facilities management; |

| • | Construction, maintenance, and support services within the upstream and midstream sectors. |

services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects.

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

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

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

However, there are relatively few significant barriers to entry to several types of our construction services.

*Employees*

Only two of these collective bargaining agreements are national or regional in scope.

We believe our

You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.

Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

We do not believe that any such matters will have a material adverse effect on our financial position, results of [removed: operations] [added: operations,] or liquidity.

Litigation is subject to many [removed: uncertainties] [added: uncertainties,] and the outcome of litigation is not predictable with assurance.

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

We record a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined.

We provide disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision.

Significant judgment is required in these determinations.

As additional information becomes available, we reassess prior determinations and may change our estimates.

Additional claims may be asserted against us in the future.

Other potential claims may exist that have not yet been asserted against us.

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

| FORM | [added: | |] 10-K | [added: | |]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| EMCOR Group, Inc. | [added: | |]

| (Exact name of registrant as specified in its charter) | [added: | |]

| Delaware | | | | [added: | | | | | | | |] 11-2125338 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | | | [added: | | | | | | | |] (I.R.S. Employer Identification Number) | [added: | |]

| 301 Merritt Seven | [added: | |] Norwalk, | [added: | |] Connecticut | | [added: | | | |] 06851-1092 | [added: | |]

| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip Code) | [added: | |]

| Title of each class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock | | [added: | | | |] EME | | [added: | | | |] New York Stock Exchange | [added: | |]

| Large Accelerated Filer | [added: | |] ☒ | [added: | |] Accelerated Filer | [added: | |] ☐ | [added: | |] Non-accelerated Filer | [added: | |] ☐ | [added: | |] Smaller Reporting Company | [added: | |] ☐ | [added: | |] Emerging Growth Company | [added: | |] ☐ | [added: | |]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $3,785,000,000] [added: $2,771,000,000] as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the New York Stock Exchange reported for such date.

Number of shares of the registrant’s common stock outstanding as of the close of business on February [removed: 21, 2020: 56,259,161] [added: 19, 2021: 54,796,654] shares.

Portions of the definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders, which document will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Items 10 through 14 of Part III of this Form 10-K.

| | | [added: | | | |] PAGE | [added: | |]

| Item 1. | [removed: [Business](#sFD35AD39781A433213963854A268A3EE)] | [removed: [1](#sFD35AD39781A433213963854A268A3EE)] | [added: [Business](#i194cfb3f6c9d4a15a6b00ede02d84189_22) | | | [1](#i194cfb3f6c9d4a15a6b00ede02d84189_22) | | |]

| | [added: | |] [Remaining Unsatisfied Performance [removed: Obligations](#s2B2C950FB157F3CFA2F03854A34163AF)] [added: Obligations](#i194cfb3f6c9d4a15a6b00ede02d84189_37)] | [removed: [5](#s2B2C950FB157F3CFA2F03854A34163AF)] | [added: | [7](#i194cfb3f6c9d4a15a6b00ede02d84189_37) | | |]

| | [added: | |] [Available [removed: Information](#sAA9E92D46AD41FECF1E83854A362FB4D)] [added: Information](#i194cfb3f6c9d4a15a6b00ede02d84189_40)] | [removed: [6](#sAA9E92D46AD41FECF1E83854A362FB4D)] | [added: | [7](#i194cfb3f6c9d4a15a6b00ede02d84189_40) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s434315A6B356EFAFDDE33854A3937EB6)] [added: Factors](#i194cfb3f6c9d4a15a6b00ede02d84189_43)] | [removed: [7](#s434315A6B356EFAFDDE33854A3937EB6)] | [added: | [9](#i194cfb3f6c9d4a15a6b00ede02d84189_43) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sAC4DCA3316C6335BABA73854A3B5773F)] [added: Comments](#i194cfb3f6c9d4a15a6b00ede02d84189_46)] | [removed: [14](#sAC4DCA3316C6335BABA73854A3B5773F)] | [added: | [17](#i194cfb3f6c9d4a15a6b00ede02d84189_46) | | |]

| Item 2. | [removed: [Properties](#sEB9A6F0DF6B0CC9958293854A3E89829)] | [removed: [15](#sEB9A6F0DF6B0CC9958293854A3E89829)] | [added: [Properties](#i194cfb3f6c9d4a15a6b00ede02d84189_49) | | | [18](#i194cfb3f6c9d4a15a6b00ede02d84189_49) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s6924499A83F502F642883854A4071CE7)] [added: Proceedings](#i194cfb3f6c9d4a15a6b00ede02d84189_52)] | [removed: [17](#s6924499A83F502F642883854A4071CE7)] | [added: | [18](#i194cfb3f6c9d4a15a6b00ede02d84189_52) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s7A5FAB8265F99A96B0A63854A43BC988)] [added: Disclosures](#i194cfb3f6c9d4a15a6b00ede02d84189_55)] | [removed: [17](#s7A5FAB8265F99A96B0A63854A43BC988)] | [added: | [18](#i194cfb3f6c9d4a15a6b00ede02d84189_55) | | |]

| | [added: | |] [Executive Officers of the [removed: Registrant](#s69B799B5A413B61AC83B3854A45CA5B3)] [added: Registrant](#i194cfb3f6c9d4a15a6b00ede02d84189_58)] | [removed: [18](#s69B799B5A413B61AC83B3854A45CA5B3)] | [added: | [19](#i194cfb3f6c9d4a15a6b00ede02d84189_58) | | |]

| Item 5. | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s4D2C90D544E457C7357F3854A4AFEF47)] [added: Securities](#i194cfb3f6c9d4a15a6b00ede02d84189_64)] | [removed: [19](#s4D2C90D544E457C7357F3854A4AFEF47)] | [added: | [20](#i194cfb3f6c9d4a15a6b00ede02d84189_64) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#s3296EB9B189AE07F8A2638548E832F43)] [added: Data](#i194cfb3f6c9d4a15a6b00ede02d84189_67)] | [removed: [21](#s3296EB9B189AE07F8A2638548E832F43)] | [added: | [20](#i194cfb3f6c9d4a15a6b00ede02d84189_67) | | |]

| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sE1920E134F7D9E4D08EA3854A5035355)] [added: Operations](#i194cfb3f6c9d4a15a6b00ede02d84189_70)] | [removed: [22](#sE1920E134F7D9E4D08EA3854A5035355)] | [added: | [21](#i194cfb3f6c9d4a15a6b00ede02d84189_70) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s29826905A0A451777CDD3854A64F03AD)] [added: Risk](#i194cfb3f6c9d4a15a6b00ede02d84189_94)] | [removed: [42](#s29826905A0A451777CDD3854A64F03AD)] | [added: | [44](#i194cfb3f6c9d4a15a6b00ede02d84189_94) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#sA260D9B4CEC3352044623854A681042D)] [added: Data](#i194cfb3f6c9d4a15a6b00ede02d84189_97)] | [removed: [43](#sA260D9B4CEC3352044623854A681042D)] | [added: | [45](#i194cfb3f6c9d4a15a6b00ede02d84189_97) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s13D5B1C8EEA949AB05EF3854ACD31F91)] [added: Disclosure](#i194cfb3f6c9d4a15a6b00ede02d84189_217)] | [removed: [90](#s13D5B1C8EEA949AB05EF3854ACD31F91)] | [added: | [93](#i194cfb3f6c9d4a15a6b00ede02d84189_217) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#s3766A0DBD720ED9A6FBA3854AD05839C)] [added: Procedures](#i194cfb3f6c9d4a15a6b00ede02d84189_220)] | [removed: [90](#s3766A0DBD720ED9A6FBA3854AD05839C)] | [added: | [93](#i194cfb3f6c9d4a15a6b00ede02d84189_220) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s2C9B483854F9668592C03854AD27E021)] [added: Information](#i194cfb3f6c9d4a15a6b00ede02d84189_223)] | [removed: [90](#s2C9B483854F9668592C03854AD27E021)] | [added: | [93](#i194cfb3f6c9d4a15a6b00ede02d84189_223) | | |]

| [removed: [PART III](#s754C6FCD6468571C44663854AD56978E)] [added: [PART III](#i194cfb3f6c9d4a15a6b00ede02d84189_226)] | | | [added: | | | | | |]

| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#sAB6EF31A3AA08A4690153854AD7942B9)] [added: Governance](#i194cfb3f6c9d4a15a6b00ede02d84189_229)] | [removed: [91](#sAB6EF31A3AA08A4690153854AD7942B9)] | [added: | [94](#i194cfb3f6c9d4a15a6b00ede02d84189_229) | | |]

| Item 11. | [added: | |] [Executive [removed: Compensation](#s06E7448901811960B29F3854ADAC27F5)] [added: Compensation](#i194cfb3f6c9d4a15a6b00ede02d84189_232)] | [removed: [91](#s06E7448901811960B29F3854ADAC27F5)] | [added: | [94](#i194cfb3f6c9d4a15a6b00ede02d84189_232) | | |]

| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s75482F6232499516E13C3854ADCBCBF7)] [added: Matters](#i194cfb3f6c9d4a15a6b00ede02d84189_235)] | [removed: [91](#s75482F6232499516E13C3854ADCBCBF7)] | [added: | [94](#i194cfb3f6c9d4a15a6b00ede02d84189_235) | | |]

| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s4D942AE3056FADE491693854ADFFF670)] [added: Independence](#i194cfb3f6c9d4a15a6b00ede02d84189_238)] | [removed: [91](#s4D942AE3056FADE491693854ADFFF670)] | [added: | [94](#i194cfb3f6c9d4a15a6b00ede02d84189_238) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

| [PART I](#i194cfb3f6c9d4a15a6b00ede02d84189_19) | | | | | | | | |

| | | | [General](#i194cfb3f6c9d4a15a6b00ede02d84189_25) | | | [1](#i194cfb3f6c9d4a15a6b00ede02d84189_25) | | |

| | | | [Operations](#i194cfb3f6c9d4a15a6b00ede02d84189_28) | | | [2](#i194cfb3f6c9d4a15a6b00ede02d84189_28) | | |

| | | | [Competition](#i194cfb3f6c9d4a15a6b00ede02d84189_31) | | | [5](#i194cfb3f6c9d4a15a6b00ede02d84189_31) | | |

| | | | [Human Capital](#i194cfb3f6c9d4a15a6b00ede02d84189_34) | | | [5](#i194cfb3f6c9d4a15a6b00ede02d84189_34) | | |

| [PART II](#i194cfb3f6c9d4a15a6b00ede02d84189_61) | | | | | | | | |

| [PART IV](#i194cfb3f6c9d4a15a6b00ede02d84189_244) | | | | | | | | |

| Item 16. | | | [Form 10-K Summary](#i194cfb3f6c9d4a15a6b00ede02d84189_2304) | | | [99](#i194cfb3f6c9d4a15a6b00ede02d84189_2304) | | |

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

This report contains forward-looking statements.

They generally contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” variations of such wording and other words or phrases of similar meaning.

The forward-looking statements contained in this report speak only as of the filing date of this report.

We undertake no obligation to update any forward-looking statements.

We caution investors not to place undue reliance on forward-looking statements, due to their inherent uncertainty.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

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

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

| | | |

| [PART I](#s109FABB2772B647310B93854824879D6) | | |

| | [General](#s1E529881DC4A3306DD323854A2993506) | [1](#s1E529881DC4A3306DD323854A2993506) |

| | [Operations](#s49E559CF579B6DFC348A3854A2BBDDD6) | [2](#s49E559CF579B6DFC348A3854A2BBDDD6) |

| | [Competition](#sD89CB3D61E39C596CDDF3854A2EEB69D) | [5](#sD89CB3D61E39C596CDDF3854A2EEB69D) |

| | [Employees](#sD023AC69379C6E7953DC3854A30E4313) | [5](#sD023AC69379C6E7953DC3854A30E4313) |

| [PART II](#sCFF79A40546D083E183C3854A48E5F8F) | | |

| [PART IV](#s469CD5512B2CA56EA4F33854AE51BF3E) | | |

Certain information included in this report, or in other materials we have filed or will file with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Act”).

Such statements are being made pursuant to the 1995 Act and with the intention of obtaining the benefit of the “Safe Harbor” provisions of the 1995 Act.

Forward-looking statements are based on information available to us and our perception of such information as of the date of this report and our current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management.

From time to time, forward-looking statements are also included in our other periodic reports on Forms 10-Q and 8-K, in press releases, in our presentations, on our website and in other material released to the public.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

We believe that our [removed: property, plant and equipment] [added: facilities] are well maintained, in good operating [removed: condition] [added: condition,] and suitable for the purposes for which they are used.

Financial Statements and Supplementary Data for additional information regarding [removed: lease costs.][added: our leases.]

We own a limited number of facilities; however, the majority of our operations are conducted at leased properties, which are located throughout the United States and United Kingdom.

These properties consist of offices, warehouses, fabrication shops, and maintenance and cleaning facilities.

We do not consider any one of these locations to be material to our operations.

Our operations are conducted primarily at leased properties.

The following table lists facilities over 50,000 square feet, both leased and owned, and identifies the business segment that is the principal user of each such facility.

| | | | | |

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

| | Approximate Square Feet | | | Lease Expiration Date, Unless Owned |

| 17905 and 18101 S. Broadway Carson, California (b) | 68,160 | | | 7/31/2020 |

| 1168 Fesler Street El Cajon, California (b) | 67,560 | | | 8/31/2025 |

| 22302 Hathaway Avenue Hayward, California (b) | 105,000 | | | 7/31/2021 |

| 4462 Corporate Center Drive Los Alamitos, California (a) | 57,863 | | | 12/31/2026 |

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

| 940 Remillard Court San Jose, California (c) | 119,560 | | | 7/31/2029 |

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

| 2227 Plunkett Road Conyers, Georgia (b) | 100,400 | | | 10/31/2029 |

| 3100 Woodcreek Drive Downers Grove, Illinois (a) | 56,551 | | | 7/31/2027 |

| 2219 Contractors Drive Fort Wayne, Indiana (b) | 175,000 | | | 7/31/2023 |

| 5210 Investment Drive Fort Wayne, Indiana (b) | 99,579 | | | 10/31/2023 |

| 7614 and 7720 Opportunity Drive Fort Wayne, Indiana (b) | 156,993 | | | 7/31/2031 |

| 2655 Garfield Avenue Highland, Indiana (a) | 58,065 | | | 6/30/2034 |

| 4250 Highway 30 St. Gabriel, Louisiana (d) | 90,000 | | | Owned |

| 1750 Swisco Road Sulphur, Louisiana (d) | 112,000 | | | Owned |

| 111-01 and 111-21 14th Avenue College Point, New York (a) | 73,013 | | | 2/29/2024 |

| 70 Schmitt Boulevard Farmingdale, New York (b) | 76,380 | | | 7/31/2026 |

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

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

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

| 3976 Southern Avenue Cincinnati, Ohio (b) | 60,575 | | | 10/31/2025 |

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

| 1700 Markley Street Norristown, Pennsylvania (c) | 90,767 | | | 9/30/2021 |

[Table of Contents](#s39C4528AA09E9ED237F03854A19F8960)

| 6045 East Shelby Drive Memphis, Tennessee (c) | 53,618 | | | 5/31/2023 |

| 937 Pine Street Beaumont, Texas (d) | 78,962 | | | Owned |

| 895 North Main Street Beaumont, Texas (d) | 75,000 | | | Owned |

| 410 Flato Road Corpus Christi, Texas (d) | 57,000 | | | Owned |

| 5550 Airline Drive and 25 Tidwell Road Houston, Texas (b) | 97,936 | | | 12/31/2024 |

| 12415 Highway 225 La Porte, Texas (d) | 78,000 | | | Owned |

| 2455 West 1500 South Salt Lake City, Utah (a) | 59,677 | | | 4/30/2025 |

| 2345 South CCI Way West Valley City, Utah (c) | 69,229 | | | 8/31/2032 |

| | |

| --- | --- |

| (a) | Principally used by a company engaged in the “United States electrical construction and facilities services” segment. |

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

Guzzi, Age [removed: 55;] [added: 56;] President since October 2004, Chief Executive Officer since January 2011 and Chairman of the Board since June 2018.

Pompa, Age [removed: 55;] [added: 56;] Executive Vice President and Chief Financial Officer of the Company since April 2006 and Treasurer [removed: since] [added: of the Company from] October [removed: 2019.][added: 2019 to June 2020.]

Kevin Matz, Age [removed: 61;] [added: 62;] Executive Vice President-Shared Services of the Company since December 2007 and Senior Vice President-Shared Services from June 2003 to December 2007.

Mauricio, Age [removed: 48; Senior Vice President,] [added: 49;] General Counsel and Secretary of the Company since January [removed: 2016.][added: 2016 and Executive Vice President since February 2021.]

Ms. Mauricio was a Senior Vice President of the Company from January 2016 to February 2021.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

*Market Information.* Our common stock trades on the New York Stock Exchange under the symbol [removed: “EME”.][added: “EME.”]

We expect that such quarterly dividends will be paid [removed: in] [added: for] the foreseeable future.

We [removed: currently pay] [added: paid] a regular quarterly dividend of $0.08 per [removed: share.][added: share throughout 2020.]

Our [removed: 2016] [added: 2020] Credit Agreement places limitations on the payment of dividends on our common stock.

However, we do not believe that the terms of such agreement currently materially limit our ability to pay a quarterly dividend of [removed: $0.08] [added: $0.13] per share for the foreseeable future.

Financial Statements and Supplementary Data for further information regarding our [removed: 2016] [added: 2020] Credit Agreement.

The following table summarizes repurchases of our common stock made by us during the quarter ended December 31, [removed: 2019:][added: 2020:]

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

[removed: |] (2) [removed: |] Excludes [removed: 28,839] [added: 854] shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under such plans. [removed: |]

*Holders.* As of February 19, 2021, there were approximately 450 stockholders of record.

In December 2020, our Board of Directors announced its intention to increase the regular quarterly dividend to $0.13 per share commencing with the dividend to be paid in the first quarter of 2021.

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

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

| October 1, 2020 to October 31, 2020 | | | 56,752 | | | $64.30 | | | 56,752 | | | $255,809,583 | | |

| November 1, 2020 to November 30, 2020 | | | 135,312 | | | $72.83 | | | 135,312 | | | $245,954,397 | | |

| December 1, 2020 to December 31, 2020 | | | — | | | — | | | — | | | $245,954,397 | | |

| Total | | | 192,064 | | | $70.31 | | | 192,064 | | | | | |

(1) In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock.

Subsequently, the Board has from time to time increased the amount of our common stock that we may repurchase under such program.

Since the inception of the repurchase program, the Board has authorized us to repurchase up to $1.15 billion of our outstanding common stock.

As of December 31, 2020, there remained authorization for us to repurchase approximately $246.0 million of our shares.

No shares have been repurchased by us since the program was announced other than pursuant to such program.

The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice.

We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement placing limitations on such repurchases.

The following table sets forth high and low sales prices for our common stock for the periods indicated as reported by the New York Stock Exchange:

| | | | | | | | |

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

| 2019 | High | | | | Low | | |

| First Quarter | $ | 74.60 | | | $ | 58.05 | |

| Second Quarter | $ | 88.27 | | | $ | 73.46 | |

| Third Quarter | $ | 89.55 | | | $ | 79.59 | |

| Fourth Quarter | $ | 93.54 | | | $ | 81.65 | |

| 2018 | High | | | | Low | | |

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

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

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

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

*Holders.* As of February 21, 2020, there were approximately 400 stockholders of record and, as of that date, we estimate there were 58,382 beneficial owners holding our common stock in nominee or “street” name.

*Securities Authorized for Issuance Under Equity Compensation Plans.* The following table summarizes, as of December 31, 2019, certain information regarding equity compensation plans that were approved by stockholders and equity compensation plans that were not approved by stockholders.

The information in the table and in the notes thereto has been adjusted for stock splits.

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

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

| | | Equity Compensation Plan Information | | | | | | | | | |

| | | A | | | B | | | | C | | |

| Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | |

| Equity Compensation Plans Approved by Security Holders | | 509,888 | | (1) | $ | 0.96 | | (1) | 1,160,086 | | (2) |

| Equity Compensation Plans Not Approved by Security Holders | | — | | | — | | | | — | | |

| Total | | 509,888 | | | $ | 0.96 | | | 1,160,086 | | |

_________

| | |

| --- | --- |

| (1) | Included within this amount are 489,888 restricted stock units awarded to our non-employee directors and employees. The weighted average exercise price would have been $24.48 had the weighted average exercise price calculation excluded such restricted stock units. |

| (2) | Represents shares of our common stock available for future issuance under our 2010 Incentive Plan (the "2010 Plan"), which may be issuable in respect of options and/or stock appreciation rights granted under the 2010 Plan and/or may also be issued pursuant to the award of restricted stock, unrestricted stock and/or awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, our common stock. |

[Table of Contents](#s39C4528AA09E9ED237F03854A19F8960)

| October 1, 2019 to October 31, 2019 | — | | — | | — | | $158,506,898 |

| November 1, 2019 to November 30, 2019 | — | | — | | — | | $158,506,898 |

| December 1, 2019 to December 31, 2019 | — | | — | | — | | $158,506,898 |

| Total | — | | — | | — | | |

| (1) | On September 26, 2011, our Board of Directors (the “Board”) authorized us to repurchase up to $100.0 million of our outstanding common stock. Subsequently, the Board has from time to time increased the amount of our common stock that we may repurchase. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $950.0 million of our outstanding common stock. As of December 31, 2019, there remained authorization for us to repurchase approximately $158.5 million of our shares. No shares have been repurchased by us since the program was announced other than pursuant to such program. The repurchase program has no expiration, does not obligate the Company to acquire any particular amount of common stock and may be suspended, recommenced or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement, placing limitations on such repurchases. |

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

Not applicable.

The following selected financial data has been derived from our audited financial statements and should be read in conjunction with the consolidated financial statements, the related notes thereto and the report of our independent registered public accounting firm thereon included elsewhere in this and our previously filed annual reports on Form 10-K.

See Note 4 - Acquisitions of Businesses and Note 5 - Disposition of Assets of the notes to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data for a discussion regarding acquisitions and dispositions.

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.

Income Statement Data

(In thousands, except per share data)

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

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

| | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Revenues | $ | 9,174,611 | | | $ | 8,130,631 | | | $ | 7,686,999 | | | $ | 7,551,524 | | | $ | 6,718,726 | |

| Gross profit | $ | 1,355,868 | | | $ | 1,205,453 | | | $ | 1,147,012 | | | $ | 1,037,862 | | | $ | 944,479 | |

| Impairment loss on goodwill and identifiable intangible assets | $ | — | | | $ | 907 | | | $ | 57,819 | | | $ | 2,428 | | | $ | — | |

| Operating income | $ | 460,892 | | | $ | 403,083 | | | $ | 328,902 | | | $ | 306,929 | | | $ | 285,336 | |

| Net income attributable to EMCOR Group, Inc. | $ | 325,140 | | | $ | 283,531 | | | $ | 227,196 | | | $ | 181,935 | | | $ | 172,286 | |

| Basic earnings (loss) per common share: | | | | | | | | | | | | | | | | | | | |

| From continuing operations | $ | 5.78 | | | $ | 4.92 | | | $ | 3.85 | | | $ | 3.05 | | | $ | 2.74 | |

| From discontinued operations | — | | | | (0.04 | | ) | | (0.01 | | ) | | (0.05 | | ) | | (0.00 | | ) |

| | $ | 5.78 | | | $ | 4.88 | | | $ | 3.84 | | | $ | 3.00 | | | $ | 2.74 | |

| Diluted earnings (loss) per common share: | | | | | | | | | | | | | | | | | | | |

| From continuing operations | $ | 5.75 | | | $ | 4.89 | | | $ | 3.83 | | | $ | 3.02 | | | $ | 2.72 | |

| | $ | 5.75 | | | $ | 4.85 | | | $ | 3.82 | | | $ | 2.97 | | | $ | 2.72 | |

| Balance Sheet Data (In thousands) | | | | | | | | | | | | | | | | | | | |

| | As of December 31, | | | | | | | | | | | | | | | | | | |

| Equity (1) | $ | 2,057,780 | | | $ | 1,741,441 | | | $ | 1,674,117 | | | $ | 1,537,942 | | | $ | 1,480,056 | |

| Total assets | $ | 4,830,358 | | | $ | 4,088,807 | | | $ | 3,965,904 | | | $ | 3,852,438 | | | $ | 3,506,706 | |

| Goodwill | $ | 1,063,911 | | | $ | 990,887 | | | $ | 964,893 | | | $ | 979,628 | | | $ | 843,170 | |

| Borrowings under revolving credit facility | $ | 50,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 125,000 | | | $ | — | |

| Term loan, including current maturities | $ | 254,431 | | | $ | 269,620 | | | $ | 284,810 | | | $ | 300,000 | | | $ | 315,000 | |

| Other long-term debt, including current maturities | $ | — | | | $ | 9 | | | $ | 20 | | | $ | 31 | | | $ | 44 | |

| Finance lease liabilities, including current maturities | $ | 9,679 | | | $ | 4,213 | | | $ | 4,571 | | | $ | 3,732 | | | $ | 3,869 | |

_______

| | |

| --- | --- |

| (1) | Since the inception of our common stock repurchase program in 2011 through December 31, 2019, we have repurchased approximately 15.9 million shares of our common stock for approximately $791.5 million. We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.08 per share, and we expect that quarterly dividends will be paid in the foreseeable future. These transactions result in a reduction of our equity. |

| | [added: | |] December 31, 2019 | | | | [removed: December 31, 2018] | | | [added: | | | | | | | | | | | | | |]

| ASSETS | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

| Cash and cash equivalents [added: (1)] | [added: | |] $ | 358,818 | | | [added: | |] $ | [removed: 363,907] [added: —] | | [added: | | | $ | — | | | | | $ | 358,818 | |]

| Accounts receivable, less allowance for [removed: doubtful accounts] [added: credit losses] of [removed: $14,466] [added: $18,031] and [removed: $15,361,] [added: $14,466,] respectively | [removed: 2,030,813] | | [added: 1,922,096] | | [removed: 1,773,620] | | | [added: | 2,030,813 | | |]

| Contract assets | [removed: 177,830] | | [added: 171,956] | | [removed: 158,243] | | | [added: | 177,830 | | |]

| Inventories | [removed: 40,446] | | [added: 53,338] | | [removed: 42,321] | | | [added: | 40,446 | | |]

| Prepaid expenses and other | [removed: 51,976] | | [added: 70,679] | | [removed: 48,116] | | | [added: | 51,976 | | |]

| Total current assets | [removed: 2,659,883] | | [added: 3,120,936] | | [removed: 2,386,207] | | | [added: | 2,659,883 | | |]

| Property, plant and equipment, net | [removed: 156,187] | | [added: 158,427] | | [removed: 134,351] | | | [added: | 156,187 | | |]

| Operating lease right-of-use assets | [removed: 245,471] | | [added: 242,155] | | [removed: —] | | | [added: | 245,471 | | |]

| Goodwill | [removed: 1,063,911] | | [added: 851,783] | | [removed: 990,887] | | | [added: | 1,063,911 | | |]

| Identifiable intangible assets, net | [removed: 611,444] | | [added: 582,893] | | [removed: 488,286] | | | [added: | 611,444 | | |]

| Other assets | [removed: 93,462] | | [added: 107,646] | | [removed: 89,076] | | | [added: | 93,462 | | |]

| [removed: Total assets] [added: Total operations] | [added: | |] $ | [added: 5,063,840 | | | | | $ |] 4,830,358 | | | [added: | |] $ | 4,088,807 | |

| LIABILITIES AND EQUITY | | | | | | | | [added: | | | |]

| Current liabilities: | | | | | | | | [added: | | | |]

| Current maturities of long-term debt and finance lease liabilities | [added: | |] $ | [removed: 18,092] [added: 16,910] | | | [added: | |] $ | [removed: 16,013] [added: 18,092] | |

| Accounts payable | [removed: 665,402] | | [added: 671,886] | | [removed: 652,091] | | | [added: | 665,402 | | |]

| Contract liabilities | [removed: 623,642] | | [added: 722,252] | | [removed: 552,290] | | | [added: | 623,642 | | |]

| Accrued payroll and benefits | [removed: 382,573] | | [added: 450,955] | | [removed: 343,069] | | | [added: | 382,573 | | |]

| Other accrued expenses and liabilities | [removed: 195,757] | | [added: 247,597] | | [removed: 170,935] | | | [added: | 195,757 | | |]

| Operating lease liabilities, current | [removed: 53,144] | | [added: 53,632] | | [removed: —] | | | [added: | 53,144 | | |]

| Total current liabilities | [removed: 1,938,610] | | [added: 2,163,232] | | [removed: 1,734,398] | | | [added: | 1,938,610 | | |]

| Borrowings under revolving credit facility | [removed: 50,000] | | [added: —] | | [removed: 25,000] | | | [added: | 50,000 | | |]

| Long-term debt and finance lease liabilities | [removed: 244,139] | | [added: 259,619] | | [removed: 254,764] | | | [added: | 244,139 | | |]

| Operating lease liabilities, long-term | [removed: 204,950] | | [added: 205,362] | | [removed: —] | | | [added: | 204,950 | | |]

| Other long-term obligations | [removed: 334,879] | | [added: 382,383] | | [removed: 333,204] | | | [added: | 334,879 | | |]

| Total liabilities | [removed: 2,772,578] | | [added: 3,010,596] | | [removed: 2,347,366] | | | [added: | 2,772,578 | | |]

| Equity: | | | | | | | | [added: | | | |]

| EMCOR Group, Inc. stockholders’ equity: | | | | | | | | [added: | | | |]

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

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 60,359,252] [added: 60,571,140] and [removed: 60,123,184] [added: 60,359,252] shares issued, respectively | [removed: 604] | | [added: 606] | | [removed: 601] | | | [added: | 604 | | |]

| Capital surplus | [removed: 32,274] | | [added: 47,464] | | [removed: 21,103] | | | [added: | 32,274 | | |]

| Accumulated other comprehensive loss | [removed: (89,288] | | [removed: )] [added: (109,233)] | | [removed: (87,662] | | [removed: )] | [added: | (89,288) | | |]

| Retained earnings | [removed: 2,367,481] | | [added: 2,480,321] | | [removed: 2,060,440] | | | [added: | 2,367,481 | | |]

| Treasury stock, at cost [added: 5,815,240 and] 4,139,421 [removed: shares] [added: shares, respectively] | [removed: (253,937] | | [removed: )] [added: (366,490)] | | [removed: (253,937] | | [removed: )] | [added: | (253,937) | | |]

| Total EMCOR Group, Inc. stockholders’ equity | [removed: 2,057,134] | | [added: 2,052,668] | | [removed: 1,740,545] | | | [added: | 2,057,134 | | |]

| Noncontrolling interests | [removed: 646] | | [added: 576] | | [removed: 896] | | | [added: | 646 | | |]

| Total equity | [removed: 2,057,780] | | [added: 2,053,244] | | [removed: 1,741,441] | | | [added: | 2,057,780 | | |]

| Total assets | | | $ | 5,063,840 | | | | | $ | 4,830,358 | |

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[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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| Proceeds from long-term debt | | | 300,000 | | | | | | — | | | | | | — | | |

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

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

| Other comprehensive loss | | | (19,945) | | | | | | — | | | | | | — | | | | | | (19,945) | | | | | | — | | | | | | — | | | | | | — | | |

| Cumulative-effect adjustment (3) | | | (2,307) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,307) | | | | | | — | | | | | | — | | |

| Common stock dividends | | | (17,674) | | | | | | — | | | | | | 122 | | | | | | — | | | | | | (17,796) | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | (112,553) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (112,553) | | | | | | — | | |

| Distributions to noncontrolling interests | | | (70) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (70) | | |

| Balance, December 31, 2020 | | | $ | 2,053,244 | | | | | $ | 606 | | | | | $ | 47,464 | | | | | $ | (109,233) | | | | | $ | 2,480,321 | | | | | $ | (366,490) | | | | | $ | 576 | |

(3)Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic 326.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

*Accounts Receivable and Allowance for Credit Losses*

Accounts receivable are recognized in the period we deliver goods or provide services to our customers or when our right to consideration is unconditional.

A considerable amount of judgment is required when determining expected credit losses.

Estimates of such losses are recorded when we believe a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating.

Relevant factors include our prior collection history with our customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions.

In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition.

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

Due to the economic disruption caused by the COVID-19 pandemic, our allowance for credit losses increased based on our evaluation of: (a) specific outstanding balances and (b) forecasts of future economic conditions and the expected impact on customer collections.

Allowances for credit losses are based on the best facts available and are reassessed and adjusted on a regular basis as additional information is received.

Should anticipated collections fail to materialize, or if future economic conditions compare unfavorably to our forecasts, we could experience an increase in our credit losses.

The change in the allowance for credit losses for the year ended December 31, 2020 was as follows (in thousands):

| Cumulative-effect adjustment | | | 3,150 | | |

| Provision for credit losses | | | 3,269 | | |

| Amounts written off against the allowance, net of recoveries | | | (2,854) | | |

| Balance at December 31, 2020 | | | $ | 18,031 | |

*Leases*

At the inception of a contract, we determine whether the arrangement is or contains a lease.

Leases are classified as either operating or finance, based on our evaluation of certain criteria.

Lease liabilities are measured at the present value of remaining lease payments, while right-of-use assets are initially set equal to the lease liability, as adjusted for any payments made prior to lease commencement, lease incentives, and any initial direct costs incurred by us.

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| Balance, December 31, 2016 | $ | 1,537,942 | | | $ | 606 | | | $ | 52,219 | | | $ | (101,703 | ) | | $ | 1,596,269 | | | $ | (10,302 | ) | | $ | 853 | |

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

| Repurchase of common stock (2) | (90,821 | | ) | | (10 | | ) | | (55,646 | | ) | | — | | | | (7,774 | | ) | | (27,391 | | ) | | — | | |

| Other comprehensive income | 6,538 | | | | — | | | | — | | | | 6,538 | | | | — | | | | — | | | | — | | |

| (2) | Beginning June 1, 2017, shares of common stock repurchased are held as treasury stock by the Company. |

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 and our United States industrial services segments due to changes in our internal reporting structure.

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

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

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.

*Allowance for Doubtful Accounts*

Accounts receivable are recorded at the invoiced amount and do not bear interest.

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.

Based on the results of our testing for the years ended December 31, 2019, 2018, and 2017, no impairment of property, plant and equipment was recognized.

We account for income taxes in accordance with the provisions of Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”).

We account for uncertain tax positions in accordance with the provisions of ASC 740.

We account for share-based payments in accordance with the provisions of Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

On January 1, 2019, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“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 continue to be recognized in a manner similar to previous accounting guidance.

We adopted this pronouncement utilizing the transition practical expedient added by the FASB, which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

The adoption of this accounting pronouncement resulted in the recognition of operating lease right-of-use assets and associated lease liabilities on our balance sheet of $220.2 million and $227.1 million, respectively, as of January 1, 2019.

Additional required disclosures have been included within Note 17 - Leases of the notes to consolidated financial statements.

Such adoption did not have an impact on our liquidity, results of operations or 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.

On January 1, 2019, we adopted the accounting pronouncement issued by the FASB related to the reporting of certain items in accumulated other comprehensive income (loss) (“AOCI”).

This guidance provides entities the option to reclassify to retained earnings certain tax effects stranded in AOCI as a result of tax reform.

As part of our adoption of this accounting pronouncement, we elected not to reclassify the stranded tax effects related to the retirement plans of our United States subsidiaries as such amounts are immaterial.

Tax effects remaining in AOCI will be released upon liquidation of each individual retirement plan.

This pronouncement is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted.

Guzzi, and our Executive Vice [removed: President,] [added: President and] Chief Financial [removed: Officer and Treasurer,] [added: Officer,] Mark A.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities [removed: and] Exchange Act of 1934).

As of December 31, [removed: 2019,] [added: 2020,] our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in *Internal Control*\-*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has determined that EMCOR’s internal control over financial reporting [removed: is] [added: was] effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report appearing in Item 8 of this Annual Report on Form 10-K, which such report expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

In addition, our management with the participation of our principal executive officer and principal financial officer or persons performing similar functions has determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during the fourth quarter of our fiscal year ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial [removed: reporting.][added: reporting.]

On November 1, 2019, EMCOR acquired Batchelor & Kimball, Inc. (“BKI”).

Since EMCOR has not fully incorporated the internal controls and procedures of BKI into EMCOR’s internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, as permitted by applicable regulations.

EMCOR’s internal control procedures surrounding the valuation of goodwill and identifiable intangible assets related to this acquisition were, however, included in management’s assessment of the effectiveness of internal control over financial reporting.

Excluding goodwill and identifiable intangible assets recorded in connection with this acquisition, BKI accounted for $93.1 million, or less than 2%, of EMCOR’s total assets as of December 31, 2019.

Including goodwill and intangible assets recorded in connection with this acquisition, BKI accounted for $275.9 million, or less than 6%, of EMCOR’s total assets as of December 31, 2019.

BKI accounted for approximately $38.6 million, or less than 1%, of EMCOR’s total revenues for the year then ended.

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

The information required by this Item 10 with respect to directors is incorporated herein by reference to the [removed: Section] [added: section] of our definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders entitled “Election of Directors,” which Proxy Statement is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates (the “Proxy Statement”).

The [removed: information] [added: information, if any,] required by this Item 10 concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the section of the Proxy Statement entitled [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance.”] [added: Reports.”] The information required by this Item 10 concerning the Audit Committee of our Board of Directors and Audit Committee financial experts is incorporated by reference to the section of the Proxy Statement entitled “Meetings and Committees of the Board of Directors” and “Corporate Governance.” The information required by this Item 10 regarding stockholder recommendations for director candidates is incorporated by reference to the section of the Proxy Statement entitled “Recommendations for Director Candidates.” Information regarding our executive officers is contained in Part I of this Form 10-K following Item 4 under the heading “Executive Officers of the Registrant.” We have adopted a Code of Ethics that applies to our Chief Executive Officer and our Senior Financial Officers, which is listed on the Exhibit Index.

The information required by this Item 12 (other than the information required by Section 201(d) of Regulation S-K, which is set forth [removed: in Part II, Item 5 of this Form 10-K)] [added: below)] is incorporated herein by reference to the sections of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”

*Securities Authorized for Issuance Under Equity Compensation Plans.* The following table summarizes, as of December 31, 2020, certain information regarding equity compensation plans that were approved by stockholders and equity compensation plans that were not approved by stockholders.

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| | | | | | | Equity Compensation Plan Information | | | | | | | | | | | | | | |

| | | | | | | A | | | | | | B | | | | | | C | | |

| Plan Category | | | | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | |

| Equity Compensation Plans Approved by Security Holders | | | | | | 461,825 | | | | | | $ | — | | | | | 1,023,299 (1) | | |

| Equity Compensation Plans Not Approved by Security Holders | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 461,825 | | | | | | $ | — | | | | | 1,023,299 (1) | | |

_________

(1) Represents shares of our common stock available for future issuance under our 2010 Incentive Plan, which may be issued pursuant to the award of restricted stock, unrestricted stock and/or awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, our common stock.

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

| (a)(1) | [added: | |] The following consolidated financial statements of EMCOR Group, Inc. and Subsidiaries are filed as part of this report under Part II, Item 8. Financial Statements and Supplementary Data: | [added: | |]

| | [added: | |] Financial Statements: | [added: | |]

| | [added: | |] Consolidated Balance Sheets - December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [added: | |]

| | [added: | |] Consolidated Statements of Operations - Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [added: | |]

| | [added: | |] Consolidated Statements Comprehensive Income - Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [added: | |]

| | [added: | |] Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [added: | |]

| | [added: | |] Consolidated Statements of Equity - Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] | [added: | |]

| | [added: | |] Notes to Consolidated Financial Statements | [added: | |]

| | [added: | |] Reports of Independent Registered Public Accounting Firm | [added: | |]

| (a)(2) | [added: | |] The following financial statement schedule is included in this Form 10-K report: Schedule II - Valuation and Qualifying Accounts | [added: | |]

| | [added: | |] All other schedules are omitted because they are not required, are inapplicable, or the information is otherwise shown in the consolidated financial statements or notes thereto. | [added: | |]

[removed: [Table] [added: [Table] of [removed: Contents](#s39C4528AA09E9ED237F03854A19F8960)][added: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)]

| [removed: Exhibit No.] [added: Exhibit No.] | | [added: | | | |] Description | | [added: | | | |] Incorporated By Reference to [removed: or Filed] [added: or Filed] Herewith, as Indicated Below | [added: | |]

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

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

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

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

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

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

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

| 4(a) | | [removed: Fifth] [added: | | | | Sixth] Amended and Restated Credit Agreement dated as of [removed: August 3, 2016] [added: March 2, 2020] by and among EMCOR [removed: Group, Inc.] and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof [removed: (the “Credit Agreement”)] | | [added: | | | |] [Exhibit 4(a) to EMCOR’s Quarterly Report on [removed: Form 10-Q] [added: Form](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [10-Q] for the quarter [removed: ended September 30, 2016 (“September 2016 Form 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4a_2016930xq3.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [Ma](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[rch](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [3](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[1](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[, 20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [(“](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[March](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)[20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [Form 10-Q”)](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)] | [added: | |]

| 4(b) | | [removed: Fifth] [added: | | | | Sixth] Amended and Restated Security Agreement dated as of [removed: August 3, 2016] [added: March 2, 2020] among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | | [added: | | | |] [Exhibit 4(b) to [removed: the September 2016 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4b_2016930xq3.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4b2020331xq1.htm) [March](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4b2020331xq1.htm) [20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4b2020331xq1.htm)[20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4b2020331xq1.htm) [Form 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4b2020331xq1.htm)] | [added: | |]

| 4(c) | | [removed: Fifth] [added: | | | | Sixth] Amended and Restated Pledge Agreement dated as of [removed: August 3, 2016] [added: March 2, 2020] among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | | [added: | | | |] [Exhibit 4(c) to [removed: the September 2016 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4c_2016930xq3.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4c2020331xq1.htm) [March](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4c2020331xq1.htm) [20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4c2020331xq1.htm)[20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4c2020331xq1.htm) [Form 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4c2020331xq1.htm)] | [added: | |]

| 4(d) | | [removed: Fourth] [added: | | | | Fifth] Amended and Restated Guaranty Agreement dated as of [removed: August 3, 2016] [added: March 2, 2020] by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent | | [added: | | | |] [Exhibit 4(d) to [removed: the September 2016 Form 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex4d_2016930xq3.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm) [March](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm) [20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm)[20](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm) [Form 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm)] | [added: | |]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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| (a)(3) | | | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | | |

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| (b) | | | Exhibit Index | | |

| 4(e) | | | | | | Description of Registrant’s Securities | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex4e_20201231xq4.htm) | | |

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

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

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

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

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

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

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

| 10(n) | | | | | | Amended and Restated 2010 Incentive Plan | | | | | | [Exhibit 10](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm)[.1](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm) [to](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm) [Form 8-K (Date of Report June 11, 2020](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm)[)](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm) | | |

[Table of Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)

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

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