EMCOR Group (EME) 10-K risk factor changes: FY2021 vs FY2020

Our business is subject to a variety of risks, including the risks described below as well as adverse business and market conditions and risks associated with [removed: foreign] [added: our] operations.

Negative conditions in the credit [removed: markets] [added: markets, including rising interest rates,] may adversely impact our ability to operate our business.* The level of demand from our clients for our services has been, in the past, adversely impacted by slowdowns in the industries we service, as well as in the economy in general.

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

At times, tightened availability of credit [removed: has] [added: or increased interest rates have] negatively impacted the ability of existing and prospective ultimate customers to fund projects we might otherwise perform, particularly those in the more profitable private sector.

*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, [added: including as a result of a change in consumer preference, or in an effort to reduce greenhouse gas emissions or combat climate change,] and legislative and regulatory actions.

Continued unfavorable conditions within these [removed: markets] [added: markets, including the impact of sustained lower demand for refined products as a result of the COVID-19 pandemic,] could further negatively impact our financial position, results of operations, and cash flows.

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*An increase in the prices [added: or availability] of certain materials used in our [removed: businesses] [added: businesses, including as a result of inflation,] and protectionist trade measures could adversely affect our businesses.* We are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in our operations.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 11,500] [added: 12,000] vehicles.

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

*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 [removed: clients,] [added: customers,] our [removed: clients] [added: customers] may unilaterally reduce, fail to renew, or terminate their contracts with us at any time.

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

This presents various risks, including the risk that we may be slower or less able to identify or react to [added: external market conditions or] problems affecting a key business than we would in a more centralized environment.

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

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 [removed: given] [added: under] the [removed: recent change of] [added: current] 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 [removed: services contracts for governmental] and [removed: non-governmental entities,] [added: industrial services contracts,] may be canceled 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 income, and liquidity if any of the following occur:

*Fluctuating foreign currency exchange rates impact our financial results.* We have operations in the United Kingdom, which in [removed: 2020] [added: 2021] accounted for approximately 5% of our revenues.

*As part of our risk management strategy, we are effectively self-insured against certain potential liabilities.* Although we maintain insurance policies with respect to a broad range of risks, including automobile liability, general liability, workers’ compensation, and [removed: employee group health,] [added: employee-related healthcare,] these policies do not cover all possible claims and certain of the policies are subject to large deductibles and retentions.

Increased collateral requirements may be in the form of additional letters of [removed: credit] [added: credit, surety bonds,] and/or cash, and an increase in collateral requirements could significantly reduce our liquidity.

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

*We recognize revenue for the majority of our construction projects based on estimates; therefore, variations of actual results from our assumptions may reduce our profitability.* As discussed in further detail in [removed: Note 3 - Revenue from Contracts with Customers of] the [removed: notes to consolidated financial statements] [added: “Critical Accounting Policies and Estimates” section] included in Item [removed: 8.][added: 7.]

[added: Management’s Discussion and Analysis of] Financial [removed: Statements] [added: Condition] and [removed: Supplementary Data,] [added: Results of Operations,] 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.

[removed: We] [added: While we] maintain insurance coverage for these types of [removed: incidents;] [added: incidents,] such [removed: policies, however,] [added: policies] may not completely provide coverage for, or completely offset, the costs [removed: of this infiltration or other] [added: associated with] such incidents.

[removed: 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 [removed: continue to] [added: periodically] access our systems remotely, [added: in part] as a result of the COVID-19 pandemic and the [removed: associated] [added: potential] 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.

The proper functioning of our information technology systems could also be impacted by other causes and circumstances beyond our control, including [added: malware embedded in third party applications,] the decision by software vendors to discontinue further development, integration, or long-term software maintenance support for our information systems, or hardware interruption, damage or disruption as a result of power outages, natural disasters, or computer network failures.

*Our results of operations could be adversely affected as a result of goodwill and [removed: other] identifiable intangible asset impairments.* When we acquire a business, we record an asset called “goodwill” equal to the excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets acquired.

[removed: As a result of certain of these conditions, we] [added: While no impairment was] recognized [added: during 2021, we recorded] $232.8 million of impairment charges during [removed: the second quarter] [added: 2020 as a result] of [removed: 2020.][added: certain of these conditions.]

For further discussion of our impairment testing, see [removed: “Application of Critical Accounting Policies] [added: Note 8] - Goodwill, Identifiable Intangible Assets, and Other Long-Lived [removed: Assets”] [added: Assets] included in Item [removed: 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.][added: 8.]

Failure to maintain effective internal control over financial reporting could adversely affect our ability to accurately and timely report financial results, to prevent or detect fraud, or to comply with the requirements of the SEC or the Sarbanes-Oxley Act of 2002, which could necessitate a restatement of our financial statements, and/or result in an investigation, or the imposition of sanctions, by [removed: regulators.]

In addition, our United Kingdom operations are subject to laws and regulations that are in some cases different from those of the United 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 [removed: European Union’s General Data Protection Regulation.][added: GDPR.]

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

*Our failure to comply with environmental laws could result in significant liabilities.* Our operations are subject to various laws, including environmental laws and regulations, among which many deal with the handling and disposal of asbestos and other hazardous or universal waste products, [removed: PCBs,] [added: polychlorinated biphenyls (PCBs),] per- and polyfluoroalkyl substances (PFAS) and fuel storage.

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

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

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

Financial Statements and Supplementary Data, for more information regarding [added: any significant] legal proceedings in which we are involved.

These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and other consequential damages, and could lead to suspension of operations, large damage claims, [removed: reputational harm,] [added: an increase in employee turnover,] and, in extreme cases, criminal liability.

[removed: If] [added: Accordingly, if] our safety record were to substantially deteriorate over time, we might become ineligible to bid on certain work and our customers could cancel our contracts and/or not award us future business.

[removed: We] [added: From time to time, we] conduct a limited amount of business in a few countries that have experienced corruption to some degree.

For example, during 2021, certain of our operations experienced declines in gross profit and gross profit margin as a result of supply chain disruptions, including long lead times for certain materials and equipment, as well as an escalation in material and fuel prices, and such supply chain disruptions and price escalations have continued into 2022.

Our project and service work is frequently awarded through a competitive bidding process, which is standard in our industry.

We are constantly competing for contracts based on pricing, schedule, and technical expertise.

Competition can place downward pressure on our contract prices and profit margins, which may make it difficult to win the project or force us to accept contractual terms and conditions that are less favorable to us, thereby increasing the risk that, among other things, we may not realize profit margins at the same rates we have seen in the past or may become responsible for costs or other liabilities we have not incurred in the past.

If we are unable to compete effectively, we may experience a loss of market share, reduced profitability, or both, which if significant, could have a material adverse effect on our business, financial condition, and results of operations.

Refer also to “Business - Competition” in Item 1 of this Form 10-K.

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Cost and scheduling estimates are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing, cost and availability of labor, equipment, and materials, and supply chain efficiency, among other factors.

In some cases, in anticipation of contract awards, we maintain and bear the cost of a ready workforce that is larger than necessary under our existing contract portfolio.

When a contract is canceled or delayed, or an anticipated contract award is not received, it may result in lower profitability as a result of labor under-utilization, or additional costs resulting from reductions in staff, which could have a material adverse effect on our business, financial condition, and results of operations.

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*Failure to provide our services in accordance with professional standards or contractual requirements could expose us to significant monetary damages.* Our services often involve professional judgments regarding the planning, design, development, construction, or operations and management of complex facilities.

Although we have adopted a range of insurance, risk management, and risk avoidance programs designed to reduce potential liabilities, a catastrophic event at one of our project sites or a completed project, resulting from the services we have performed, could result in significant professional or product liability and warranty or other claims against us, as well as reputational harm.

These liabilities could exceed our insurance limits or impact our ability to obtain insurance in the future.

Further, even where insurance coverage applies, such policies have limits and deductibles or retentions, which could result in our assumption of exposure for certain amounts with respect to any claim filed against us.

In addition, customers or subcontractors who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to uphold their obligations to us.

An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or retention, could have a material adverse effect on our business, financial condition, and results of operations.

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*Our business strategy relies, in part, on acquisitions to sustain our growth, and these transactions present certain risk and uncertainties.* As part of our growth strategy, we acquire companies that expand, complement, and/or diversify our businesses.

The risk of contracts included in our remaining performance obligations being delayed or canceled generally increases during economic slowdowns or in response to significant fluctuations in commodity prices.

If any of these events were to occur, we could be required to expend additional capital and other

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Additionally, as many of our employees use our information technology systems to collaborate with colleagues in different geographic locations and periodically access our systems remotely, we may be subject to heightened security risks, including the risks of cyber-attacks.

In addition, new or evolving laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including the European Union General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act, and other emerging U.S. state privacy laws pose increasingly complex compliance challenges and could potentially elevate our compliance costs.

Any failure to comply with these laws and regulations could result in significant penalties and legal liability, and increased costs in this area could have a negative impact on our financial condition, results of operations, and cash flow.

Financial Statements and Supplementary Data.

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regulators.

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Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on our business, financial condition, and results of operations.

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We contribute to approximately 200 multiemployer pension plans.

Climate Change Related Risk Factors

*Climate change and related environmental issues could have a material adverse impact on our business, financial condition, and results of operations.* Climate change related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have an adverse impact on our business, financial condition, and results of operation.

While we have invested in programs to mitigate the risk that these events disrupt our ability to serve our customers, these events pose inherent risks regardless of where or how we conduct our business.

For example, severe weather or a catastrophic natural disaster could negatively impact our and our customers’ offices, facilities, or job sites.

Access to clean water and reliable energy where we conduct our business is also critical to our operations.

Accordingly, severe weather events or natural disasters have the potential to disrupt our and our customers’ businesses and may cause us to experience work stoppages, project delays or cancellations, financial losses, and additional costs to resume operations, in addition to potential adverse impacts on the health and safety of our workforce and their ability to work or travel.

Further, climate change poses direct physical risks to infrastructure across the industry sectors we serve, both as a result of chronic environmental changes, such as rising sea levels and temperatures, as well as acute events, such as hurricanes, droughts, and wildfires.

These impacts and the costs to address them could result in fewer resources for strategic investment by our customers, which could result in a decrease in demand for certain of our services.

As severe weather and its related impacts, such as hurricanes, flooding, and wildfires, become increasingly common, our, or our customers’ operations, may be disrupted, which could result in increased operational costs or project delays and cancellations.

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.

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

*Our inability to identify and acquire desirable businesses or to successfully integrate those companies acquired could adversely affect our business and results of operations.* As part of our growth strategy, we acquire companies that expand, complement, and/or diversify our businesses.

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.

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

If government agencies determine through these audits or reviews that costs

Our inability to efficiently manage our workforce may require us to incur costs resulting from excess staff, reductions in staff, or redundancies that could have an adverse impact on our business, financial condition, results of operations, and cash flows.

We contribute to approximately 200 multiemployer pension plans based upon wages paid to our union employees that could result in our being responsible for a portion of the unfunded liabilities under such plans.

In March 2020, the World Health Organization characterized COVID-19 as a global pandemic, and the President declared a national emergency concerning the COVID-19 outbreak.

The extent to which government stabilization efforts will mitigate the consequences to the economy is difficult to predict and the scope, scale, and effectiveness of any additional stimulus measures remains unknown.

We are one of the largest [added: specialty contractors in the United States and a leading provider of] electrical and mechanical construction and facilities [removed: services firms in the United States.][added: services, building services, and industrial services.]

Our services are provided to a broad range of commercial, industrial, [removed: utility] [added: utility,] and institutional customers through approximately [removed: 85] [added: 90] operating subsidiaries.

As a result of the [added: COVID-19] pandemic, [removed: as well as the related containment and mitigation measures,] we [removed: have] experienced [added: significant] disruptions [removed: that have] [added: throughout calendar year 2020, which] impacted our ability to execute on our remaining performance obligations in many of the markets in which we operate.

Such customer actions [removed: have resulted in a significant decrease in] [added: continue to impact] the demand for our service offerings within [removed: such] [added: this] segment.

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The extent to which [removed: the COVID-19 pandemic will impact] our business and results of operations [added: are impacted] in future periods [removed: remains highly uncertain and] will [removed: be affected by] [added: also depend upon] a number of [added: other] 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 [added: cost and/or disruption of testing that may be required of our employees either by customer requirements or government mandates; the] extent, duration, and effective execution of [removed: ongoing] government stabilization and recovery efforts; the [removed: timing, availability, efficacy, adoption,] [added: widespread adoption] and [removed: distribution] [added: long-term efficacy] of vaccines [removed: or other preventative treatments; the continued impact of the pandemic on broader economic activity, including on construction projects] and the [removed: oil and gas] [added: availability] and [removed: related industrial markets;] [added: efficacy of other treatments;] our customers’ demand for our services; our ability to [added: continue to safely and] effectively operate in this environment; [added: and] the ability of our customers to pay us for services [removed: rendered; and any prolonged delays or shutdowns of active projects or closures of our and our customers’ offices and facilities.][added: rendered.]

However, the impact of the COVID-19 pandemic on our vendors [added: and the pricing and availability of materials or supplies utilized in our operations] continues to evolve and may [removed: make it difficult to obtain such materials] [added: have an adverse impact on our operations] in future periods.

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

| Restructuring expenses | | | [removed: $] [added: —] | [removed: 2,214] | | | | | [removed: $] [added: —] | [removed: 1,523] | | [added: | | | (2,214) | | | | | | — | | |]

| Diluted earnings per common share [removed: from continuing operations] | | | $ | 2.40 | | | | | $ | 5.75 | |

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

Our operating results for the year ended December 31, 2020 included $232.8 million of non-cash impairment charges [removed: 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.

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 [removed: are] [added: were] non-deductible for tax purposes.

[removed: We acquired three companies in 2020, including:] [added: Such acquisitions include:] (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.

On November 1, 2019, we completed the acquisition of Batchelor & Kimball, Inc. (“BKI”), a leading full service provider of mechanical construction and maintenance [removed: services.][added: services, for total consideration of $220.3 million.]

[removed: In addition to BKI, during 2019, we acquired:] [added: Such acquisitions include:] (a) a company 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 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 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.

[removed: |] [added: -] United States electrical construction and facilities [removed: services | | | $ | 1,973,427 | | | | | 22 | | % | | | | $ | 2,216,600 | | | | | 24 | | % |][added: services;]

[removed: |] [added: -] United States building [removed: services | | | 2,110,129 | | | | | | 24 | | % | | | | 2,106,872 | | | | | | 23 | | % |][added: services;]

[removed: |] [added: -] United States industrial [removed: services | | | 797,447 | | | | | | 9 | | % | | | | 1,087,543 | | | | | | 12 | | % |][added: services; and]

Revenue declines within our United States industrial services [removed: segment and our United States electrical construction and facilities services] segment, [removed: largely] as a result of a decrease in demand for our service offerings within the oil and gas and related industrial markets, [added: and our United States electrical construction and facilities services segment, as described in further detail below,] were partially offset by revenue growth within our United States mechanical construction and facilities services segment, our United States building services segment, and our United Kingdom building services segment.

Revenues of our United States electrical construction and facilities services segment were [removed: $1,973.4] [added: $1,806.1] million for the year ended December 31, 2020 compared to revenues of [removed: $2,216.6] [added: $1,961.8] million for the year ended December 31, 2019.

[removed: The] [added: In addition, we experienced a] decrease in revenues [removed: was attributable to: (a) a reduction in industrial project activities] within [removed: the manufacturing market sector due to adverse market conditions within the oil and gas industry, as previously referenced, (b) a decline in revenues from] [added: our United States electrical] construction [removed: projects within the commercial market sector, as a result of the completion or substantial completion of certain projects,] and [removed: (c)] [added: facilities services segment, due to: (a)] the effects of the COVID-19 pandemic on our [removed: operations,] [added: operations during 2020,] which resulted in: (i) a decrease in the number of short duration projects and (ii) project delays or access restrictions resulting from the various containment and mitigation measures mandated by certain of our customers and/or governmental [removed: authorities.][added: authorities, and (b) a reduction in commercial market sector activities given the completion or substantial completion of several projects.]

Similar to our United States electrical construction and facilities services segment, revenues of this segment were [added: also] negatively impacted by the effects of the COVID-19 [removed: pandemic,] [added: pandemic during 2020,] which resulted in project delays and temporary job site shutdowns, as well as a decrease in the number of short duration projects.

Revenues of our United States building services segment were [removed: $2,110.1] [added: $2,134.0] million and [removed: $2,106.9] [added: $2,121.7] million for the years ended December 31, 2020 and 2019, respectively.

Excluding acquisition revenues of $55.4 million, this segment’s revenues decreased by approximately [removed: $52.1] [added: $43.0] million during the year ended December 31, 2020.

Such reduction in revenues was primarily attributable to: (a) decreased project and controls activities within our mobile mechanical services operations, largely as a result of the impact of the COVID-19 [removed: pandemic,] [added: pandemic during 2020,] which resulted in fewer project opportunities given the temporary closure of certain customer facilities, (b) decreased large project activity within our energy services operations, primarily as a result of the completion of certain projects which were active in [removed: the prior year,] [added: 2019,] and (c) the loss of certain contracts not renewed pursuant to rebid within our government services business.

Revenues of our United States industrial services segment for the year ended December 31, 2020 were [removed: $797.4] [added: $940.9] million, a [removed: $290.1] [added: $386.7] million decrease compared to revenues of [removed: $1,087.5] [added: $1,327.6] million for the year ended December 31, 2019.

The [added: year-over-year] increase in revenues within this segment was primarily attributable to: (a) an increase in revenues from new maintenance contract awards within the commercial market sector, and (b) increased project activity with existing customers, primarily within the water and wastewater market sector, despite reduced opportunities for project work brought upon by the temporary closure of certain customer facilities and the temporary suspension of capital spending as a result of the COVID-19 pandemic in the first half of 2020.

This segment’s revenues [added: during 2020] were positively impacted by $2.3 million related to the effect of favorable exchange rates for the British pound versus the United States dollar.

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: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in thousands, except for percentages):

The increase in gross profit for the year ended December 31, [removed: 2020] [added: 2021] was [added: predominately] a result of [removed: an increase in] [added: increased] gross profit [added: contribution] from our United States [removed: mechanical] construction [removed: and facilities services segment] [added: segments] and our United [removed: Kingdom] [added: States] building services [removed: segment.][added: segment given greater revenue volume during 2021.]

The increase in gross profit [added: and gross profit] margin [added: for the year ended December 31, 2020] was predominantly [removed: attributable to] [added: a result of] improved operating performance within both of our United States construction segments, as described in further detail [removed: below.][added: below, despite the challenges brought on by the COVID-19 pandemic.]

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: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in thousands, except for percentages):

[removed: |] Selling, general and administrative expenses as a percentage of revenues [removed: | | | 10.3 | | % | | | | 9.7 | | % |][added: were 9.8% and 10.3% for 2021 and 2020, respectively.]

Excluding incremental expenses from businesses acquired, our selling, general and administrative expenses [added: for 2020] decreased by $19.4 million, primarily as a result of certain cost reductions resulting from, or actions taken in response to, the COVID-19 pandemic, including: (a) a reduction in certain discretionary spending, such as travel and entertainment costs, (b) a decrease in salary expense due to: (i) a reduction in headcount, resulting from lower revenues than in the same [removed: prior year] [added: 2019] period, and (ii) certain short-term cost cutting measures, including temporary furloughs and salary reductions, and (c) a decrease in employee benefit costs, partially due to a decline in medical claims.

These cost reductions were partially offset by an increase in incentive compensation expense, predominantly within our United States mechanical construction and facilities services segment, due to improved operating performance by several of our subsidiaries when compared to [removed: the prior year.][added: 2019.]

During the second quarter of 2020, we identified certain indicators of impairment resulting from the [removed: aforementioned] uncertainties caused by the COVID-19 pandemic and the significant volatility in the price of crude oil.

These uncertainties [removed: have] resulted in lower forecasted revenue and operating margin expectations for those of our businesses that are highly dependent on the strength of the oil and gas and related industrial markets, resulting in the [removed: recognition] [added: recognition, during 2020,] of impairment charges totaling $232.8 million [removed: during the three months ended June 30, 2020.][added: within our United States industrial services segment.]

[removed: No additional impairment charges] [added: Our income tax rate, and resulting income tax provision, for the year ended December 31, 2020] were [removed: recorded during] [added: impacted by] the [removed: remainder] [added: tax effect] of [removed: 2020 and no impairment] [added: the $232.8 million] of [removed: our] [added: non-cash] goodwill, identifiable intangible [removed: assets, or] [added: asset, and] other long-lived [removed: assets was recognized] [added: asset impairment charges recorded] during [added: 2020,] the [removed: year ended December 31, 2019.][added: majority of which was non-deductible for tax purposes.]

Such operating subsidiaries are organized into the following reportable segments:

- United Kingdom building services.

For a more complete description of our operations, refer to Item 1.

Business.

Our reportable segments reflect certain reclassifications of prior year amounts from our United States electrical construction and facilities services segment to our United States industrial services and our United States building services segments due to changes in our internal reporting structure aimed at realigning our service offerings.

Consequently, we have included and updated the year-over-year discussion and analysis of results of operations for 2020 compared to 2019 to reflect these changes.

The economic and operational impact of the pandemic, which were most acute during the second quarter of 2020, negatively affected our results of operations during such period and continued to impact portions of our business in 2021.

However, our strong balance sheet and operational flexibility have allowed us to manage through the ongoing impacts of the pandemic while protecting our cash flow and liquidity.

Although the majority of our businesses have largely recovered from the financial impacts of the COVID-19 pandemic experienced in 2020, as evidenced by our consolidated performance and the growth in our remaining performance obligations, our United States industrial services segment continues to be negatively impacted by the lingering effects of the pandemic.

The prolonged impacts of lower demand and the overall lagging recovery of the oil and gas market have resulted in customers of this segment canceling or deferring regularly scheduled maintenance projects, reducing capital spending, implementing various cost cutting measures, and closing certain of their facilities.

We continue to monitor the short- and long-term impacts of the pandemic.

While our employees and customers have adapted to a new work environment and there continues to be scientific, societal, and economic progress to address the effects of COVID-19, including the widespread availability of effective vaccines in the markets we serve, there remains significant uncertainty about the future impacts of the pandemic, or any resulting market disruption or volatility, including the potential effects on our operations.

We continue to be cautiously optimistic about the markets in which we operate and the customers we serve; however, should there be a slowdown in economic activity due to surges in the number of cases, or an increase in variants of the virus that are more virulent, contagious, or against which current vaccines are less effective, it is possible that projects could be delayed or canceled or that we could experience access restrictions to our customers’ facilities, preventing us from performing maintenance and service projects.

While the emergency temporary standard requiring employers with 100 or more employees to ensure their workforce is fully vaccinated or to require unvaccinated workers to produce a negative test result on at least a weekly basis (the “ETS”) has been withdrawn by the Occupational Safety and Health Administration (“OSHA”), and Executive Order 14042 mandating vaccination for all federal contractors and subcontractors is currently stayed by the courts, it is unclear whether OSHA or another federal agency will mandate vaccination and/or testing.

Costs related to any mandatory testing, including both the costs of tests and the costs to compensate employees for the time to undergo such testing, will likely represent a substantial expense to the Company, which could have a material adverse effect on our business, financial condition, and/or results of operations to the extent that a significant portion of our workforce does not choose to become vaccinated.

On January 10, 2022, the Biden Administration announced that it would require insurance companies and group health plans to cover the cost of at-home COVID-19 tests.

As we are self-insured for employee-related healthcare claims, this new requirement could result in an additional expense for the Company.

It is not possible at this time to determine the impact of this new requirement or whether it could have a material adverse effect on our financial condition and/or results of operations.

Supply chain disruptions, material shortages, or escalating commodity prices have and may continue to negatively impact our business.

For example, we have experienced lead times significantly in excess of normal levels and have seen the effects of inflation through increases in commodity and material prices.

Despite these challenges, to date, we have been able to manage our business through enhanced labor planning and project scheduling, increased pricing to the extent contractually permitted, and by leveraging our relationships with our suppliers and customers, resulting in only modest disruptions to our project and service work within the majority of our reportable segments.

2021 versus 2020

| | | | 2021 | | | | | | 2020 | | |

| Revenues | | | $ | 9,903,580 | | | | | $ | 8,797,061 | |

| Gross profit | | | $ | 1,501,737 | | | | | $ | 1,395,382 | |

| Operating income | | | $ | 530,800 | | | | | $ | 256,834 | |

Revenues of $9.90 billion for the year ended December 31, 2021 set a new annual record for the Company and represent an increase of 12.6% from revenues of $8.80 billion for the year ended December 31, 2020.

As described in further detail below, we experienced revenue growth within all of our reportable segments.

Operating income for 2021 was $530.8 million, or 5.4% of revenues, compared to operating income of $256.8 million, or 2.9% of revenues, in 2020.

Excluding the impact of such impairment charges on our 2020 results, operating income increased by $41.2 million for the year ended December 31, 2021, as a result of increased operating income contribution from all of our reportable segments, except for our United States industrial services segment, which continues to be impacted by the effect of adverse market conditions on the demand for its service offerings, as described in further detail below.

Net income of $383.5 million, or $7.06 per diluted share, for the year ended December 31, 2021, compares favorably to net income of $132.9 million, or $2.40 per diluted share, for the year ended December 31, 2020.

While such increases were largely attributable to the growth in operating income referenced above, net income and diluted earnings per common share for the year ended December 31, 2021 also benefited from a more normalized income tax rate, as our tax rate in the prior year was negatively impacted by the non-cash impairment charges recorded in 2020, the majority of which were non-deductible for tax purposes.

Our diluted earnings per share for 2021 additionally benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout 2020 and 2021.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

We acquired eight companies in 2021 for total consideration of $131.2 million.

Such acquisitions include: (a) two companies, the results of operations of which were de minimis, included within our United States mechanical construction and facilities services segment, consisting of: (i) a company that provides mechanical services within the Southern region of the United States and (ii) a company that provides fire protection services in the Midwestern region of the United States, (b) two companies that provide electrical construction services for a broad array of customers in the Midwestern region of the United States, the results of operations of which have been included in our United States electrical construction and facilities services segment, and (c) four companies included within our United States building services segment, consisting of: (i) a company that provides mobile mechanical services across North Texas and (ii) three companies, the results of operations of which were de minimis, that bolster our presence in geographies where we have existing operations and provide either mobile mechanical services or building automation and controls solutions.

We acquired three companies in 2020 for total consideration of $50.3 million.

| | | | 2021 | | | | | | % of Total | | | | | | 2020 | | | | | | % of Total | | |

| United States building services | | | 2,468,892 | | | | | | 25 | | % | | | | 2,134,016 | | | | | | 24 | | % |

| United States industrial services | | | 986,407 | | | | | | 10 | | % | | | | 940,895 | | | | | | 11 | | % |

In addition, we provide a number of building services and industrial services.

Our offices are located in the United States and the United Kingdom.

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 processing, and mining industries; low-voltage systems, such as fire alarm, security, and process control; voice and data communication, including fiber-optic and low-voltage cabling, distributed antenna systems, and audiovisual systems; roadway and transit lighting and signaling; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration, and clean-room process ventilation; fire protection; plumbing, process, and high-purity piping; controls and filtration; water and wastewater treatment; central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services.

The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility management, maintenance, and services; outage services to utilities and industrial plants; military base operations support services; mobile mechanical maintenance and 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 sweeping, and snow removal; 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.

The “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services for refineries, petrochemical plants, and other customers within the oil and gas industry.

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, vessels, and piping; and design, manufacturing, repair, and hydro blast cleaning of shell and tube heat exchangers and related equipment.

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.

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.

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.

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

This acquisition strengthens our position and broadens our capabilities in the Southern and Southeastern regions of the United States, and the results of its operations have been included within our United States mechanical construction and facilities services segment.

*Restructuring expenses*

Restructuring expenses, relating to employee severance obligations, were $2.2 million and $1.5 million for the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2020 and 2019, the balance of restructuring related obligations yet to be paid was $2.7 million and $1.6 million, respectively.

The obligations outstanding as of December 31, 2020 will be paid pursuant to our contractual obligations through 2022.

No material expenses in connection with restructuring are expected to be incurred during 2021.

Of this amount, $230.3 million related to our United States industrial services segment and was comprised of: (a) $225.5 million related to goodwill, (b) $4.2 million associated with a subsidiary trade name, and (c) $0.6 million related to certain long-lived assets.

The remaining $2.5 million represented a subsidiary trade name impairment within our United States electrical construction and facilities services segment.

| United States industrial services | | | (2,788) | | | | | | (0.3) | | % | | | | 44,340 | | | | | | 4.1 | | % |

Despite an increase in gross profit from project activities within the commercial market sector, driven by several telecommunication construction projects, this segment experienced a marginal reduction in annual gross profit given: (a) a decrease in gross profit within the manufacturing market sector due to a reduction in industrial project activities resulting from the adverse market conditions within the oil and gas industry, (b) a decline in gross profit from short duration project activities, given the effects of the COVID-19 pandemic, which led to fewer short duration project opportunities, and (c) the under absorption of certain indirect costs due to the overall reduction in segment revenues.

*Non-operating items*

| United States building services | | | 612,179 | | | | | | 13 | | % | | | | 542,269 | | | | | | 13 | | % |

| United States industrial services | | | 91,237 | | | | | | 2 | | % | | | | 104,613 | | | | | | 3 | | % |

*Computer System Attack*

On February 15, 2020, we became aware of an infiltration and encryption of portions of our information technology network.

This attack temporarily disrupted our use of the impacted systems.

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.

The Company maintains insurance coverage for these types of incidents; such policies, however, may not completely provide coverage for, or completely offset the costs of, this infiltration.

2019 versus 2018

| | | | 2019 | | | | | | 2018 | | |

| Revenues | | | $ | 9,174,611 | | | | | $ | 8,130,631 | |

| Gross profit | | | $ | 1,355,868 | | | | | $ | 1,205,453 | |

| Restructuring expenses | | | $ | 1,523 | | | | | $ | 2,306 | |

We have not used any derivative financial instruments during the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] including trading or speculating on changes in interest rates or commodity prices of materials used in our business.

For further information on our outstanding debt and borrowing rates, refer to [added: Note 9 - Debt of] the [removed: Liquidity and Capital Resources discussion] [added: notes to consolidated financial statements included] in Item [removed: 7.][added: 8.]

As of December 31, [removed: 2020,] [added: 2021,] there were no direct borrowings outstanding under the 2020 Revolving Credit Facility; however, the balance of the 2020 Term Loan was [removed: $270.6] [added: $256.7] million.

Based on the [removed: $270.6] [added: $256.7] million borrowings outstanding under the 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: $2.0] [added: $1.9] 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: $2.0] [added: $1.9] million in the next twelve months.

We believe our exposure to market risk associated with the discontinuation of LIBOR is limited [removed: as] [added: as: (a)] our 2020 Credit Agreement contains provisions which allow for the use of alternate benchmark [removed: rates.][added: rates, (b) we have not historically utilized the maturities that were discontinued in 2021 for any transaction, including borrowings under our 2020 Credit Agreement, and (c) we are not exposed to any other material contracts that reference LIBOR.]

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

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 11,500] [added: 12,000] vehicles.

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

Financial Statements and Supplementary Data.

At the end of 2021, one-week and two-month LIBOR were discontinued.

It is expected that the remaining maturities of LIBOR will continue to be published through June 2023.

Refer to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion regarding the impact of fluctuations in commodity and material prices on our results of operations for the year ended December 31, 2021.

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

It is expected that a number of banks currently reporting information used to set LIBOR will stop doing so after 2021, which could either cause LIBOR to stop publication or cause LIBOR to no longer be representative of the underlying market.

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

We are one of the largest [added: specialty contractors in the United States and a leading provider of] electrical and mechanical construction and facilities [removed: services firms in the United States.][added: services, building services, and industrial services.]

In [removed: 2020,] [added: 2021,] we had revenues of approximately [removed: $8.8] [added: $9.9] billion.

Our services are provided to a broad range of commercial, industrial, utility, and institutional customers through approximately [removed: 85] [added: 90] operating [removed: subsidiaries.][added: subsidiaries, which specialize principally in providing construction services relating to electrical and mechanical systems in all types of facilities and in providing various services relating to the operation, maintenance, and management of those facilities.]

- Premises electrical and lighting [removed: systems;][added: systems, including fixtures and controls;]

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

- Roadway and transit lighting and [added: signaling and] fiber optic lines;

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

- Fire protection [added: and suppression] systems;

- Facility management, maintenance, and [removed: services][added: services;]

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

- Floor care and janitorial [added: services, including enhanced cleaning and sanitization] services;

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

- [removed: Call] [added: Vendor management and call] center services;

- Program development, management, and maintenance for energy [removed: systems;][added: systems, including LEED Certified solutions to assist our customers in reducing energy consumption;]

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

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

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

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

- Specialty technical services for refineries and petrochemical [removed: plants.][added: plants;]

Of our [removed: 2020] [added: 2021] revenues, approximately 95% were generated in the United States and approximately 5% were generated in foreign countries, substantially all in the United Kingdom.

In [removed: 2020,] [added: 2021,] approximately [removed: 62%] [added: 60%] of [added: our] revenues were derived from our construction operations, approximately [removed: 29%] [added: 30%] of [added: our] revenues were derived from our building services operations and approximately [removed: 9%] [added: 10%] of [added: our] revenues were derived from our industrial services operations.

For [added: additional] information regarding [removed: the revenues, operating income and total assets of each of] our [removed: segments with respect to each of the last three years, and our revenues and assets attributable to the United States and the United Kingdom for the last three years,] [added: revenues,] see Note [removed: 19] [added: 3] - [removed: Segment Information] [added: Revenue from Contracts with Customers] of the notes to consolidated financial statements included in Item 8.

The electrical and mechanical construction services industry has experienced growth due principally to the increased content, complexity, and sophistication of electrical and mechanical systems resulting, in part, from growth in digital processing, [removed: and] cloud [removed: computing] [added: computing,] and data storage.

Moreover, the need for substantial environmental controls within a building, due to the heightened need to maintain extensive computer systems at optimal temperatures, and the demand for increased energy efficiency, have [removed: over the years expanded] [added: continued to expand] opportunities for our electrical and mechanical services businesses.

Our electrical and mechanical construction services generally fall into one of three categories: (a) large installation projects, with contracts often in the multi-million dollar range, that involve: (i) the construction of manufacturing facilities, data centers, [added: warehousing] and [added: distribution facilities, and] commercial buildings, (ii) institutional and public works projects, or (iii) the fit-out of large blocks of space within commercial buildings, (b) large and medium sized capital and maintenance projects for commercial, manufacturing, pharmaceutical, healthcare, oil and gas, industrial, and petrochemical clients and (c) smaller installation projects, of a short duration, typically involving fit-out, renovation, and retrofit work.

We also install and maintain lighting for streets, highways, bridges and tunnels, traffic signals, computerized traffic control systems, and signal and communication systems for mass transit [removed: systems,] [added: systems] in several metropolitan areas.

Our United States electrical and mechanical construction operations accounted for about [removed: 62%] [added: 60%] of our [removed: 2020] [added: 2021] total revenues.

Of such revenues, approximately [removed: 36%] [added: 34%] were generated by our electrical construction operations and approximately [removed: 64%] [added: 66%] were generated by our mechanical construction operations.

Our largest projects, which typically range in size from $10 million up to and occasionally exceeding $200 million, represented approximately [removed: 35%] [added: 38%] of our electrical and mechanical construction services revenues in [removed: 2020.][added: 2021.]

Our projects of less than $10 million accounted for approximately [removed: 65%] [added: 62%] of our electrical and mechanical construction services revenues in [removed: 2020.][added: 2021.]

They usually involve electrical and mechanical construction services when an end-user or owner undertakes construction or modification of a facility to accommodate a specific use, [added: upgrade or] replace aging systems, or increase energy efficiency.

[removed: In addition to our] [added: *United States] electrical and mechanical construction [removed: services, we provide a number of building services throughout the United States] and [removed: United Kingdom.][added: facilities services operations:*]

Our building services operations have built upon our traditional electrical and mechanical construction operations and our client relationships to expand the scope of services being offered and to develop packages of services for customers on a [removed: regional] [added: local, regional,] and national basis.

Our building services operations, which generated approximately [removed: 29%] [added: 30%] of our [removed: 2020] [added: 2021] total revenues, provide services to owners, operators, tenants, and managers of all types of facilities both on a contractual basis for a specified period of time and on an individual task order basis.

Of our building services revenues for [removed: 2020,] [added: 2021,] approximately 83% were generated in the United States and approximately 17% were generated in the United Kingdom.

Demand for our building services is often driven by customers’ decisions to focus on their core competencies, customers’ programs to reduce costs, the increasing technical complexity of their [removed: facilities and] [added: facilities, including] their mechanical, electrical, building automation, voice and data, and other systems, and the need for increased reliability, energy efficiency, and air filtration and sanitization.

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

We provide building services at a number of prominent buildings, including those that house the Secret Service, the Federal Deposit Insurance Corporation, the [removed: General] [added: Government] Accountability Office, and the Department of Health and Human Services, as well as other government facilities, including the NASA Jet Propulsion Laboratory.

We also provide building services, as a prime contractor or a subcontractor, to [removed: a number of] [added: U.S.] military bases, including [removed: base operations support services to] the [removed: Army’s Carlisle Barracks in Pennsylvania,] [added: Defense Intelligence Agency located on Joint Base Anacostia-Bolling,] and are involved in a joint venture providing building services to NASA’s Armstrong Flight Research Center.

*Overview*

Such operating subsidiaries are organized into the following reportable segments:

- United States electrical construction and facilities services

- United States mechanical construction and facilities services

- United States building services

- United States industrial services

- United Kingdom building services

Our operating subsidiaries offer comprehensive and diverse solutions on a broad scale and have a solid base of customers, including many long-standing relationships.

We believe that our range of service offerings, technical capability, and strong project execution, along with our safety culture and financial resources, differentiate us from our competition and position us to benefit from future capital spending by our customers.

Our strategies of expanding our portfolio of service offerings for existing and potential customers and increasing or enhancing our presence in core end markets, along with our commitment to industry-leading best practices and technological and training capabilities, place us in the position to capitalize on opportunities and trends in the industries we serve and expand our operations to select new markets.

Increasingly, our services are focused on delivering sustainable energy solutions, enhancements in energy efficiency, reductions in waste and emissions, and improvements in the safety and comfort of our customers’ facilities.

For detailed segment financial information refer to Note 18 - Segment Information of the notes to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data.

- Systems for electrical power transmission, distribution, and generation, including power cables, conduits, distribution panels, transformers, generators, uninterruptible power supply systems, and related switch gear and controls;

- Sustainable energy solutions such as solar, photovoltaic, and wind, as well as the installation of electric vehicle charging stations;

- Voice and data communications, including fiber optic and low voltage cabling, distributed antenna systems, audiovisual systems, and wireless access points;

- Heating, ventilation, air conditioning, and refrigeration, including both traditional mechanical systems as well as geothermal solutions;

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

*United States and United Kingdom building services operations:*

- Mobile mechanical maintenance and services for mechanical, electrical, plumbing, fire safety, and building automation systems;

While not all of the above services are performed in both countries, we provide building services throughout the United States and United Kingdom.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

*United States industrial services operations:*

- Instrumentation and electrical services for energy infrastructure;

- Renewable energy services, including large scale solar projects, energy storage, and waste to biogas solutions.

In addition to these traditional industrial services, we are working to leverage our expertise in industrial services to construct and maintain carbon capture technologies and renewable energy projects.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

In addition, we compete with several regional firms serving all or portions of the markets we target, such as BrightView Holdings, Inc., Kellermeyer Bergensons Services, LLC, SMS Assist, LLC, and Ferandino & Son, Inc. Our principal competitors in the United Kingdom include CBRE Group, Inc., Bouygues UK Ltd., ISS UK Ltd., and Mitie Group plc.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

*General*

In addition, we provide a number of building services and industrial services.

We specialize principally in providing construction services relating to electrical and mechanical systems in all types of facilities and in providing various services relating to the operation, maintenance, and management of facilities, including refineries and petrochemical plants.

- Electrical power transmission and distribution systems;

- Voice and data communications systems;

- Mobile mechanical maintenance and services;

- Vendor management;

As of December 31, 2020, we had approximately 33,000 employees.

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.

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

We have a diverse customer base with many long-standing relationships.

We perform construction services pursuant to contracts with owners (such as corporations, municipalities, and other governmental entities), general contractors, systems suppliers, construction managers, developers, other subcontractors, and tenants of commercial properties.

Our building services operations provide a broad range of services, including mobile mechanical maintenance and services for mechanical, electrical, plumbing, and building automation systems; commercial and government site-based operations and maintenance; indoor air quality improvement services; facility management, maintenance, and services, including outage services to utilities and manufacturing facilities; military base operations support services; floor care and janitorial services; landscaping, lot sweeping and snow removal; 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 with respect to energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state, and local governmental agencies and bodies; and small modification and retrofit projects.

*Remaining Unsatisfied Performance Obligations*

Our remaining unsatisfied performance obligations (“remaining performance obligations”) at December 31, 2020 were $4.59 billion.

Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts.

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

Our remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of total transaction price can be made.

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

Although many of our construction contracts are subject to cancellation at the election of our customers, in accordance with industry practice, we do not limit the amount of unrecognized revenue included within remaining performance obligations for these contracts as the risk of cancellation is very low due to the inherent substantial economic penalty that our customers would incur upon cancellation or termination.

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

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

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

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

Such claim and other variable consideration amounts were immaterial for all periods presented.

We estimate that approximately 83% of our remaining performance obligations as of December 31, 2020 will be recognized as revenues during 2021.

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $2,771,000,000] [added: $4,566,000,000] 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: 19, 2021: 54,796,654] [added: 18, 2022: 52,666,149] shares.

Portions of the definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which document will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Items 10 through 14 of Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i194cfb3f6c9d4a15a6b00ede02d84189_22)] [added: [Business](#iacee5757810645518695aadd232b66c3_22)] | | | [removed: [1](#i194cfb3f6c9d4a15a6b00ede02d84189_22)] [added: [1](#iacee5757810645518695aadd232b66c3_22)] | | |

| | | | [Human [removed: Capital](#i194cfb3f6c9d4a15a6b00ede02d84189_34)] [added: Capital](#iacee5757810645518695aadd232b66c3_34)] | | | [removed: [5](#i194cfb3f6c9d4a15a6b00ede02d84189_34)] [added: [5](#iacee5757810645518695aadd232b66c3_34)] | | |

| | | | [Available [removed: Information](#i194cfb3f6c9d4a15a6b00ede02d84189_40)] [added: Information](#iacee5757810645518695aadd232b66c3_40)] | | | [removed: [7](#i194cfb3f6c9d4a15a6b00ede02d84189_40)] [added: [7](#iacee5757810645518695aadd232b66c3_40)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i194cfb3f6c9d4a15a6b00ede02d84189_43)] [added: Factors](#iacee5757810645518695aadd232b66c3_43)] | | | [removed: [9](#i194cfb3f6c9d4a15a6b00ede02d84189_43)] [added: [8](#iacee5757810645518695aadd232b66c3_43)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i194cfb3f6c9d4a15a6b00ede02d84189_46)] [added: Comments](#iacee5757810645518695aadd232b66c3_46)] | | | [removed: [17](#i194cfb3f6c9d4a15a6b00ede02d84189_46)] [added: [18](#iacee5757810645518695aadd232b66c3_46)] | | |

| Item 2. | | | [removed: [Properties](#i194cfb3f6c9d4a15a6b00ede02d84189_49)] [added: [Properties](#iacee5757810645518695aadd232b66c3_49)] | | | [removed: [18](#i194cfb3f6c9d4a15a6b00ede02d84189_49)] [added: [19](#iacee5757810645518695aadd232b66c3_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i194cfb3f6c9d4a15a6b00ede02d84189_52)] [added: Proceedings](#iacee5757810645518695aadd232b66c3_52)] | | | [removed: [18](#i194cfb3f6c9d4a15a6b00ede02d84189_52)] [added: [19](#iacee5757810645518695aadd232b66c3_52)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i194cfb3f6c9d4a15a6b00ede02d84189_55)] [added: Disclosures](#iacee5757810645518695aadd232b66c3_55)] | | | [removed: [18](#i194cfb3f6c9d4a15a6b00ede02d84189_55)] [added: [19](#iacee5757810645518695aadd232b66c3_55)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i194cfb3f6c9d4a15a6b00ede02d84189_58)] [added: Registrant](#iacee5757810645518695aadd232b66c3_58)] | | | [removed: [19](#i194cfb3f6c9d4a15a6b00ede02d84189_58)] [added: [20](#iacee5757810645518695aadd232b66c3_58)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i194cfb3f6c9d4a15a6b00ede02d84189_64)] [added: Securities](#iacee5757810645518695aadd232b66c3_64)] | | | [removed: [20](#i194cfb3f6c9d4a15a6b00ede02d84189_64)] [added: [21](#iacee5757810645518695aadd232b66c3_64)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i194cfb3f6c9d4a15a6b00ede02d84189_70)] [added: Operations](#iacee5757810645518695aadd232b66c3_70)] | | | [removed: [21](#i194cfb3f6c9d4a15a6b00ede02d84189_70)] [added: [22](#iacee5757810645518695aadd232b66c3_70)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i194cfb3f6c9d4a15a6b00ede02d84189_94)] [added: Risk](#iacee5757810645518695aadd232b66c3_94)] | | | [removed: [44](#i194cfb3f6c9d4a15a6b00ede02d84189_94)] [added: [44](#iacee5757810645518695aadd232b66c3_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i194cfb3f6c9d4a15a6b00ede02d84189_97)] [added: Data](#iacee5757810645518695aadd232b66c3_97)] | | | [removed: [45](#i194cfb3f6c9d4a15a6b00ede02d84189_97)] [added: [45](#iacee5757810645518695aadd232b66c3_97)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i194cfb3f6c9d4a15a6b00ede02d84189_217)] [added: Disclosure](#iacee5757810645518695aadd232b66c3_220)] | | | [removed: [93](#i194cfb3f6c9d4a15a6b00ede02d84189_217)] [added: [91](#iacee5757810645518695aadd232b66c3_220)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i194cfb3f6c9d4a15a6b00ede02d84189_220)] [added: Procedures](#iacee5757810645518695aadd232b66c3_223)] | | | [removed: [93](#i194cfb3f6c9d4a15a6b00ede02d84189_220)] [added: [91](#iacee5757810645518695aadd232b66c3_223)] | | |

| Item 9B. | | | [Other [removed: Information](#i194cfb3f6c9d4a15a6b00ede02d84189_223)] [added: Information](#iacee5757810645518695aadd232b66c3_226)] | | | [removed: [93](#i194cfb3f6c9d4a15a6b00ede02d84189_223)] [added: [91](#iacee5757810645518695aadd232b66c3_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i194cfb3f6c9d4a15a6b00ede02d84189_229)] [added: Governance](#iacee5757810645518695aadd232b66c3_232)] | | | [removed: [94](#i194cfb3f6c9d4a15a6b00ede02d84189_229)] [added: [92](#iacee5757810645518695aadd232b66c3_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i194cfb3f6c9d4a15a6b00ede02d84189_232)] [added: Compensation](#iacee5757810645518695aadd232b66c3_235)] | | | [removed: [94](#i194cfb3f6c9d4a15a6b00ede02d84189_232)] [added: [92](#iacee5757810645518695aadd232b66c3_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i194cfb3f6c9d4a15a6b00ede02d84189_235)] [added: Matters](#iacee5757810645518695aadd232b66c3_238)] | | | [removed: [94](#i194cfb3f6c9d4a15a6b00ede02d84189_235)] [added: [92](#iacee5757810645518695aadd232b66c3_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i194cfb3f6c9d4a15a6b00ede02d84189_238)] [added: Independence](#iacee5757810645518695aadd232b66c3_241)] | | | [removed: [94](#i194cfb3f6c9d4a15a6b00ede02d84189_238)] [added: [92](#iacee5757810645518695aadd232b66c3_241)] | | |

| Item 14. | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i194cfb3f6c9d4a15a6b00ede02d84189_241)] [added: Services](#iacee5757810645518695aadd232b66c3_244)] | | | [removed: [94](#i194cfb3f6c9d4a15a6b00ede02d84189_241)] [added: [92](#iacee5757810645518695aadd232b66c3_244)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i194cfb3f6c9d4a15a6b00ede02d84189_247)] [added: Schedules](#iacee5757810645518695aadd232b66c3_250)] | | | [removed: [95](#i194cfb3f6c9d4a15a6b00ede02d84189_247)] [added: [93](#iacee5757810645518695aadd232b66c3_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i194cfb3f6c9d4a15a6b00ede02d84189_2304)] [added: Summary](#iacee5757810645518695aadd232b66c3_256)] | | | [removed: [99](#i194cfb3f6c9d4a15a6b00ede02d84189_2304)] [added: [97](#iacee5757810645518695aadd232b66c3_256)] | | |

Forward-looking statements in this report include discussions of our future operating or financial [removed: performance,] [added: performance] and other [added: forward-looking commentary regarding] aspects of our business, including market share growth, gross profit, remaining performance obligations, project mix, projects with varying profit margins, selling, general and administrative expenses, and trends in our [removed: business] [added: business,] and other characterizations of future events or circumstances, such as the effects of the COVID-19 pandemic.

However, any further disclosures made on related subjects in our subsequent reports [removed: on Forms 10-K, 10-Q,] [added: filed with the Securities] and [removed: 8-K] [added: Exchange Commission (the “SEC”)] should be consulted.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

| [PART I](#iacee5757810645518695aadd232b66c3_19) | | | | | | | | |

| | | | [General](#iacee5757810645518695aadd232b66c3_25) | | | [1](#iacee5757810645518695aadd232b66c3_25) | | |

| | | | [Operations](#iacee5757810645518695aadd232b66c3_28) | | | [2](#iacee5757810645518695aadd232b66c3_28) | | |

| | | | [Competition](#iacee5757810645518695aadd232b66c3_31) | | | [5](#iacee5757810645518695aadd232b66c3_31) | | |

| [PART II](#iacee5757810645518695aadd232b66c3_61) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#iacee5757810645518695aadd232b66c3_67) | | | [21](#iacee5757810645518695aadd232b66c3_67) | | |

| [PART III](#iacee5757810645518695aadd232b66c3_229) | | | | | | | | |

| [PART IV](#iacee5757810645518695aadd232b66c3_247) | | | | | | | | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

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

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

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

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

| | | | [Remaining Unsatisfied Performance Obligations](#i194cfb3f6c9d4a15a6b00ede02d84189_37) | | | [7](#i194cfb3f6c9d4a15a6b00ede02d84189_37) | | |

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

| Item 6. | | | [Selected Financial Data](#i194cfb3f6c9d4a15a6b00ede02d84189_67) | | | [20](#i194cfb3f6c9d4a15a6b00ede02d84189_67) | | |

| [PART III](#i194cfb3f6c9d4a15a6b00ede02d84189_226) | | | | | | | | |

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

See Note [removed: 17] [added: 16] - Leases of the notes to consolidated financial statements included in Item 8.

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit [removed: 95] [added: 95.1] to this Form 10-K.

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

Guzzi, Age [removed: 56;] [added: 57;] President since October 2004, Chief Executive Officer since January 2011 and Chairman of the Board since June 2018.

Pompa, Age [removed: 56;] [added: 57;] Executive Vice President and Chief Financial Officer of the Company since April 2006 and Treasurer of the Company from October 2019 to June 2020.

Kevin Matz, Age [removed: 62;] [added: 63;] 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: 49;] [added: 50;] General Counsel and Secretary of the Company since January 2016 and Executive Vice President since February 2021.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

*Holders.* As of February [removed: 19, 2021,] [added: 18, 2022,] there were approximately [removed: 450] [added: 480] stockholders of record.

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

The following table summarizes repurchases of our common stock made by us during the quarter ended December 31, [removed: 2020:][added: 2021:]

Since the inception of the repurchase program, the Board has authorized us to repurchase up to [removed: $1.15] [added: $1.45] billion of our outstanding common stock.

As of December 31, [removed: 2020,] [added: 2021,] there remained authorization for us to repurchase approximately [removed: $246.0] [added: $350.4] million of our shares.

(2) Excludes [removed: 854] [added: 1,518] 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.

We currently pay a regular quarterly dividend of $0.13 per share.

| October 1, 2021 to October 31, 2021 | | | 13,800 | | | $114.95 | | | 13,800 | | | $361,120,633 | | |

| November 1, 2021 to November 30, 2021 | | | 47,466 | | | $120.06 | | | 47,466 | | | $355,421,942 | | |

| December 1, 2021 to December 31, 2021 | | | 41,607 | | | $120.49 | | | 41,607 | | | $350,408,840 | | |

| Total | | | 102,873 | | | $119.55 | | | 102,873 | | | | | |

Refer to Note 12 - Common Stock of the notes to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data for further information regarding our share repurchase program.

We paid a regular quarterly dividend of $0.08 per share throughout 2020.

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.

| 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 | | | | | |

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.

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

Not applicable.

| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |

| Cash and cash equivalents | | | $ | [removed: 902,867] [added: 821,345] | | | | | $ | [removed: 358,818] [added: 902,867] | |

| Accounts receivable, less allowance for credit losses of [removed: $18,031] [added: $23,534] and [removed: $14,466,] [added: $18,031,] respectively | | | [removed: 1,922,096] [added: 2,204,519] | | | | | | [removed: 2,030,813] [added: 1,922,096] | | |

| Contract assets | | | [removed: 171,956] [added: 230,143] | | | | | | [removed: 177,830] [added: 171,956] | | |

| Inventories | | | [removed: 53,338] [added: 54,098] | | | | | | [removed: 40,446] [added: 53,338] | | |

| Prepaid expenses and other | | | [removed: 70,679] [added: 80,889] | | | | | | [removed: 51,976] [added: 70,679] | | |

| Total current assets | | | [removed: 3,120,936] [added: 3,390,994] | | | | | | [removed: 2,659,883] [added: 3,120,936] | | |

| Property, plant and equipment, net | | | [removed: 158,427] [added: 152,066] | | | | | | [removed: 156,187] [added: 158,427] | | |

| Operating lease right-of-use assets | | | [removed: 242,155] [added: 260,778] | | | | | | [removed: 245,471] [added: 242,155] | | |

| Goodwill | | | [removed: 851,783] [added: 890,268] | | | | | | [removed: 1,063,911] [added: 851,783] | | |

| Identifiable intangible assets, net | | | [removed: 582,893] [added: 589,365] | | | | | | [removed: 611,444] [added: 582,893] | | |

| Other assets | | | [removed: 107,646] [added: 157,975] | | | | | | [removed: 93,462] [added: 107,646] | | |

| [removed: Total assets] [added: Total operations] | | | $ | [added: 5,441,446 | | | | | $ |] 5,063,840 | | | | | $ | 4,830,358 | |

| Current maturities of long-term debt and finance lease liabilities | | | $ | [removed: 16,910] [added: 16,235] | | | | | $ | [removed: 18,092] [added: 16,910] | |

| Accounts payable | | | [removed: 671,886] [added: 734,275] | | | | | | [removed: 665,402] [added: 671,886] | | |

| Contract liabilities | | | [removed: 722,252] [added: 788,134] | | | | | | [removed: 623,642] [added: 722,252] | | |

| Accrued payroll and benefits | | | [removed: 450,955] [added: 490,867] | | | | | | [removed: 382,573] [added: 450,955] | | |

| Other accrued expenses and liabilities | | | [removed: 247,597] [added: 274,406] | | | | | | [removed: 195,757] [added: 247,597] | | |

| Operating lease liabilities, current | | | [removed: 53,632] [added: 57,814] | | | | | | [removed: 53,144] [added: 53,632] | | |

| Total current liabilities | | | [removed: 2,163,232] [added: 2,361,731] | | | | | | [removed: 1,938,610] [added: 2,163,232] | | |

| [removed: Borrowings under] [added: Repayments of] revolving credit facility | | | — | | | | | | [removed: 50,000] [added: (250,000)] | | | [added: | | | (25,000) | | |]

| Long-term debt and finance lease liabilities | | | [removed: 259,619] [added: 245,450] | | | | | | [removed: 244,139] [added: 259,619] | | |

| Operating lease liabilities, long-term | | | [removed: 205,362] [added: 220,836] | | | | | | [removed: 204,950] [added: 205,362] | | |

| Other long-term obligations | | | [removed: 382,383] [added: 360,340] | | | | | | [removed: 334,879] [added: 382,383] | | |

| Total liabilities | | | [removed: 3,010,596] [added: 3,188,357] | | | | | | [removed: 2,772,578] [added: 3,010,596] | | |

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 60,571,140] [added: 60,737,006] and [removed: 60,359,252] [added: 60,571,140] shares issued, respectively | | | [removed: 606] [added: 607] | | | | | | [removed: 604] [added: 606] | | |

| Capital surplus | | | [removed: 47,464] [added: 61,874] | | | | | | [removed: 32,274] [added: 47,464] | | |

| Accumulated other comprehensive loss | | | [removed: (109,233)] [added: (83,562)] | | | | | | [removed: (89,288)] [added: (109,233)] | | |

| Retained earnings | | | [removed: 2,480,321] [added: 2,835,504] | | | | | | [removed: 2,367,481] [added: 2,480,321] | | |

| Treasury stock, at cost [removed: 5,815,240] [added: 7,437,268] and [removed: 4,139,421] [added: 5,815,240] shares, respectively | | | [removed: (366,490)] [added: (562,036)] | | | | | | [removed: (253,937)] [added: (366,490)] | | |

| Total EMCOR Group, Inc. stockholders’ equity | | | [removed: 2,052,668] [added: 2,252,387] | | | | | | [removed: 2,057,134] [added: 2,052,668] | | |

| Noncontrolling interests | | | [removed: 576] [added: 702] | | | | | | [removed: 646] [added: 576] | | |

| Total equity | | | [removed: 2,053,244] [added: 2,253,089] | | | | | | [removed: 2,057,780] [added: 2,053,244] | | |

| Total liabilities and equity | | | $ | [removed: 5,063,840] [added: 5,441,446] | | | | | $ | [removed: 4,830,358] [added: 5,063,840] | |

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | $ | [removed: 8,797,061] [added: 9,903,580] | | | | | $ | [removed: 9,174,611] [added: 8,797,061] | | | | | $ | [removed: 8,130,631] [added: 9,174,611] | |

| Cost of sales | | | [removed: 7,401,679] [added: 8,401,843] | | | | | | [removed: 7,818,743] [added: 7,401,679] | | | | | | [removed: 6,925,178] [added: 7,818,743] | | |

| Gross profit | | | [removed: 1,395,382] [added: 1,501,737] | | | | | | [removed: 1,355,868] [added: 1,395,382] | | | | | | [removed: 1,205,453] [added: 1,355,868] | | |

| Selling, general and administrative expenses | | | [removed: 903,584] [added: 970,937] | | | | | | [removed: 893,453] [added: 903,584] | | | | | | [removed: 799,157] [added: 893,453] | | |

| Total assets | | | $ | 5,441,446 | | | | | $ | 5,063,840 | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

| Common stock dividends | | | (28,163) | | | | | | — | | | | | | 186 | | | | | | — | | | | | | (28,349) | | | | | | — | | | | | | — | | |

| Distributions to noncontrolling interests | | | (43) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43) | | |

| Balance, December 31, 2021 | | | $ | 2,253,089 | | | | | $ | 607 | | | | | $ | 61,874 | | | | | $ | (83,562) | | | | | $ | 2,835,504 | | | | | $ | (562,036) | | | | | $ | 702 | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

Our reportable segments and related disclosures reflect certain reclassifications of prior year amounts from our United States electrical construction and facilities services segment to our United States industrial services and our United States building services segments due to changes in our internal reporting structure aimed at realigning our service offerings.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

The increase in our allowance for credit losses was predominantly attributable to our evaluation of specific outstanding receivables within our United States industrial services segment.

| Balance at December 31, 2021 | | | $ | 23,534 | |

Short-term leases are not recorded on the Consolidated Balance Sheets but are expensed on a straight-line basis over the lease term.

The majority of the Company’s short-term leases relate to equipment used on construction projects.

Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a period greater than 12 months.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

We have loss payment deductibles for certain workers’ compensation, automobile liability, general liability, and property claims, have self-insured retentions for certain other casualty claims, and are self-insured for employee-related healthcare claims.

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

These balances increased from December 31, 2020 as a result of revised estimates for claims on which we expect substantial coverage by insurance.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company is currently evaluating the impact of an accounting standards update issued by the FASB, which provides temporary optional expedients and exceptions to existing U.S. GAAP.

This guidance is aimed at easing the financial reporting burdens related to reference rate reform, including the expected market transition from LIBOR, or other interbank offered rates, to alternative reference rates.

Such accounting pronouncement allows entities to account for and present certain contract modifications, which occur before December 31, 2022 and result from the transition to an alternative reference rate, as an event that does not require remeasurement at the modification date or reassessment of a previous accounting determination.

While we are still evaluating the impact of this pronouncement, we do not anticipate that it will have a material impact on our financial position and/or results of operations, as we are not exposed to any contracts that reference LIBOR, other than our credit agreement dated as of March 2, 2020, which contains provisions that allow for the amendment of such agreement to use alternative reference rates in the event of the discontinuation of LIBOR.

In October 2021, an accounting pronouncement was issued by the FASB, which changes how an entity accounts for revenue contracts it acquires in a business combination.

The pronouncement requires entities to apply the revenue recognition guidance within ASC 606 to recognize and measure contract assets and liabilities from contracts with customers in a business combination, creating an exception to the fair value recognition and measurement principle typically utilized when valuing acquired assets.

The guidance is aimed at improving comparability by addressing when an acquirer should recognize a contract asset or contract liability, as well as how such assets and liabilities should be measured, and will generally result in companies recognizing contract assets and contract liabilities at amounts consistent with those recorded by the target entity prior to acquisition.

This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, with early adoption permitted.

We are currently evaluating the potential impact of this accounting pronouncement; however, we do not believe that its adoption will have a material impact on our financial position and/or results of operations.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

In addition, there were no significant losses recognized during each of the years ended December 31, 2021, 2020, and 2019.

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

| Commercial market sector | | | $ | 1,059,908 | | | | | 52 | | % | | | | $ | 963,452 | | | | | 53 | | % | | | | $ | 1,078,200 | | | | | 55 | | % |

EMCOR Group, Inc. and Subsidiaries

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

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

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

| Income from continuing operations | | | 132,943 | | | | | | 325,140 | | | | | | 285,922 | | |

| Loss from discontinued operation, net of income taxes | | | — | | | | | | — | | | | | | (2,345) | | |

| From continuing operations attributable to EMCOR Group, Inc. common stockholders | | | $ | 2.41 | | | | | $ | 5.78 | | | | | $ | 4.92 | |

| From discontinued operation | | | — | | | | | | — | | | | | | (0.04) | | |

| From continuing operations attributable to EMCOR Group, Inc. common stockholders | | | $ | 2.40 | | | | | $ | 5.75 | | | | | $ | 4.89 | |

| Net income attributable to EMCOR Group, Inc. common stockholders | | | $ | 2.40 | | | | | $ | 5.75 | | | | | $ | 4.85 | |

| Non-cash income from changes in unrecognized tax benefits | | | — | | | | | | — | | | | | | (72) | | |

| Repayments of revolving credit facility | | | (250,000) | | | | | | (25,000) | | | | | | — | | |

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In addition, we provide a number of building services and industrial services.

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.

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.

| | | | | | |

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

| Balance at December 31, 2019 | | | $ | 14,466 | |

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

For shares subject to graded vesting, our policy is to apply the straight-line method in recognizing compensation expense.

On January 1, 2020, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”), which changes the way in which entities estimate and present credit losses for most financial assets, including accounts receivable and contract assets.

This pronouncement replaces the previous incurred loss model with an expected credit loss model that requires consideration of a broader range of information when estimating expected credit losses over the contractual life of an asset.

This guidance requires entities to estimate expected credit losses by considering forecasts of future economic conditions in addition to information about past events and current conditions.

The cumulative effect of applying the new guidance was recorded as a reduction to retained earnings in the amount of $2.3 million, net of deferred taxes of $0.9 million.

Our financial position and results of operations for reporting periods beginning on or after January 1, 2020 reflect the guidance issued under this new accounting pronouncement, while prior periods continue to be reported in accordance with previous guidance and historical accounting policy.

The pronouncement is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted.

Certain aspects of this standard must be applied retrospectively while other aspects are to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption.

During the year ended December 31, 2018, we recognized revenue of $7.3 million associated with the final settlement of contract value for three projects within our United States mechanical construction and facilities services segment that were completed in prior periods.

For the year ended December 31, 2018, we recognized losses of $10.0 million related to a change in total estimated costs on a transportation project within our United States electrical construction and facilities services segment, resulting in part from contract scope issues.

| Commercial market sector | | | $ | 971,283 | | | | | 49 | | % | | | | $ | 1,081,737 | | | | | 49 | | % | | | | $ | 839,045 | | | | | 43 | | % |

| Institutional market sector | | | 149,363 | | | | | | 7 | | % | | | | 125,537 | | | | | | 6 | | % | | | | 110,046 | | | | | | 6 | | % |

| Manufacturing market sector | | | 381,542 | | | | | | 19 | | % | | | | 462,953 | | | | | | 21 | | % | | | | 388,157 | | | | | | 20 | | % |

| Healthcare market sector | | | 79,275 | | | | | | 4 | | % | | | | 88,752 | | | | | | 4 | | % | | | | 126,218 | | | | | | 6 | | % |

| Transportation market sector | | | 192,656 | | | | | | 10 | | % | | | | 210,515 | | | | | | 9 | | % | | | | 284,464 | | | | | | 14 | | % |

Our internal control over financial reporting includes policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of our assets that could have a material effect on our financial statements.

As of December 31, [removed: 2020,] [added: 2021,] 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 was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report appearing in Item 8 of this [removed: 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: 2020.][added: 2021.]

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: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

The information required by this Item 10 with respect to directors is incorporated herein by reference to the section of our definitive Proxy Statement for the [removed: 2021] [added: 2022] 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”).

*Securities Authorized for Issuance Under Equity Compensation Plans.* The following table summarizes, as of December 31, [removed: 2020,] [added: 2021,] certain information regarding equity compensation plans that were approved by stockholders and equity compensation plans that were not approved by stockholders.

| Equity Compensation Plans Approved by Security Holders | | | | | | [removed: 461,825] [added: 472,410] | | | | | | $ | — | | | | | [removed: 1,023,299] [added: 895,682] (1) | | |

| Total | | | | | | 472,410 | | | | | | $ | — | | | | | 895,682 (1) | | |

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

| | | | Consolidated Balance Sheets - December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | |

| | | | Consolidated Statements of Operations - Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] | | |

| | | | Consolidated Statements Comprehensive Income - Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] | | |

| | | | Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] | | |

| | | | Consolidated Statements of Equity - Years Ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] | | |

[removed: | | | |] Reports of Independent Registered Public Accounting Firm [removed: | | |][added: (PCAOB ID: 42)]

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

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

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

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

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

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

| 4(a) | | | | | | Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 by and among EMCOR and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof | | | | | | [Exhibit 4(a) to EMCOR’s Quarterly Report on [removed: Form](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) [10-Q] [added: Form 10-Q] for the quarter [removed: 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] [added: ended March 31, 2020 (“March 2020 Form] 10-Q”)](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm) | | |

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

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

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

| 4(e) | | | | | | Description of Registrant’s Securities | | | | | | [removed: [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex4e_20201231xq4.htm)] [added: [Exhibit 4(e) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”)](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex4e_20201231xq4.htm)] | | |

| 10(a) | | | | | | Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R. Kevin Matz and Mark A. Pompa | | | | | | [Exhibit 10.1 to [removed: the April 2005] [added: EMCOR's Report on] Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/105634/000093041305002903/c37102_ex10-1.txt)] [added: 8-K (Date of Report April 25, 2005)](http://www.sec.gov/Archives/edgar/data/105634/000093041305002903/c37102_ex10-1.txt)] | | |

| 10(g-1) | | | | | | Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”) | | | | | | [Exhibit 10(f) to [added: EMCOR's Quarterly Report on Form 10-Q for] the [added: quarter ended] June [added: 30,] 1998 [added: ("June 1998] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] [added: 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] | | |

| 10(g-2) | | | | | | Amendment dated as of May 4, 1999 to Matz Continuity Agreement | | | | | | [Exhibit 10(m) to [added: EMCOR's Quarterly Report on Form 10-Q for] the [added: quarter ended] June [added: 30,] 1999 [added: ("June 1999] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] [added: 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] | | |

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

| 10(k-1) | | | | | | Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio | | | | | | [Exhibit 10(l-1) to [added: EMCOR's Quarterly Report on Form 10-Q for] the [added: quarter ended] September [added: 30,] 2016 [added: ("September 2016] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex10lx1_2016930xq3.htm)] [added: 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex10lx1_2016930xq3.htm)] | | |

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

| 10(n) | | | | | | Amended and Restated 2010 Incentive Plan | | | | | | [Exhibit [removed: 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] [added: 10.1 to Form] 8-K (Date of Report June 11, [removed: 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)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/105634/000010563420000100/eme-ex10120200611.htm)] | | |

| 10(p) | | | | | | Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011 | | | | | | [Exhibit 10(n)(n) to [removed: 2011] [added: EMCOR's Annual Report on] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000119312512079814/d257683dex10nn.htm)] [added: 10-K for the year ended December 31, 2011](http://www.sec.gov/Archives/edgar/data/105634/000119312512079814/d257683dex10nn.htm)] | | |

| 10(s) | | | | | | Director Award Program, as Amended and Restated December 16, 2014 | | | | | | [Exhibit 10(z) to EMCOR’s Annual Report on [removed: Form](http://www.sec.gov/Archives/edgar/data/105634/000010563415000041/eme-ex10z_20141231xq4.htm) [](http://www.sec.gov/Archives/edgar/data/105634/000010563415000041/eme-ex10z_20141231xq4.htm)[10-K] [added: Form 10-K] for the year ended December 31, 2014](http://www.sec.gov/Archives/edgar/data/105634/000010563415000041/eme-ex10z_20141231xq4.htm) | | |

| 10(t) | | | | | | EMCOR Group, Inc. Voluntary Deferral Plan | | | | | | [Exhibit [removed: 10(e)(e)] [added: 10(E)(E)] to [added: EMCOR's Annual Report on Form 10-K for the year ended December 31,] 2012 [added: (“2012] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563413000042/eme-ex10ee_20121231xq4.htm)] [added: 10-K”)](https://www.sec.gov/Archives/edgar/data/105634/000010563413000042/eme-ex10ee_20121231xq4.htm)] | | |

| 10(u) | | | | | | First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan | | | | | | [Exhibit 10(e)(e) to [removed: 2013] [added: EMCOR's Annual Report on] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563414000042/eme-ex10ee_20131231xq4.htm)] [added: 10-K for the year ended December 31, 2013](http://www.sec.gov/Archives/edgar/data/105634/000010563414000042/eme-ex10ee_20131231xq4.htm)] | | |

| 10(w) | | | | | | Executive Compensation Recoupment Policy | | | | | | [Exhibit 10(h)(h) to [removed: 2015] [added: EMCOR's Annual Report on] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10hh_20151231xq4.htm)] [added: 10-K for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10hh_20151231xq4.htm)] | | |

| 14 | | | | | | Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers | | | | | | [Exhibit 14 to [removed: 2003] [added: EMCOR's Annual Report on] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000093041304000587/c30862_ex14.txt)] [added: 10-K for the year ended December 31, 2003](http://www.sec.gov/Archives/edgar/data/105634/000093041304000587/c30862_ex14.txt)] | | |

| 21 | | | | | | List of Significant Subsidiaries | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex21_20201231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex21_20211231xq4.htm)] | | |

| 23.1 | | | | | | Consent of Ernst & Young LLP | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex231_20201231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex231_20211231xq4.htm)] | | |

| 31.1 | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, President and Chief Executive Officer | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex311_20201231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex311_20211231xq4.htm)] | | |

| 31.2 | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President and Chief Financial Officer | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex312_20201231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex312_20211231xq4.htm)] | | |

| 32.1 | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer | | | | | | [removed: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex321_20201231xq4.htm)] [added: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex321_20211231xq4.htm)] | | |

| 32.2 | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer | | | | | | [removed: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex322_20201231xq4.htm)] [added: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex322_20211231xq4.htm)] | | |

| [removed: 95] [added: 95.1] | | | | | | Information concerning mine safety violations or other regulatory matters | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex95_20201231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex951_20211231xq4.htm)] | | |

| 101 | | | | | | The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements. | | | | | | Filed | | |

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

| 4(f) | | | | | | LIBOR Cessation Letter Agreement | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex4f_20211231xq4.htm) | | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

| 10(l-9) | | | | | | Seventh Amendment to LTIP | | | | | | [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex10lx9_20211231xq4.htm) | | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

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

| 11 | | | | | | Computation of Basic EPS and Diluted EPS for the years ended December 31, 2020 and 2019 | | | | | | [Note 6 of the Notes to the Consolidated Financial Statements](https://www.sec.gov/Archives/edgar/data/105634/000010563421000044/eme-ex11_20201231xq4.htm) | | |

[Table of [removed: Contents](#i194cfb3f6c9d4a15a6b00ede02d84189_7)][added: Contents](#iacee5757810645518695aadd232b66c3_7)]

Date: February [removed: 25, 2021][added: 24, 2022]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 25, 2021.][added: 24, 2022.]

| Mark A. Pompa | | | (Principal Financial [removed: and Accounting] Officer) | | |

| /S/ JASON R. NALBANDIAN | | | Vice President and Chief Accounting Officer | | |

| Jason R. Nalbandian | | | (Principal Accounting Officer) | | |

| /S/ RONALD L. JOHNSON | | | Director | | |

| Ronald L. Johnson | | | | | |

| | | | | | |

[Table of Contents](#iacee5757810645518695aadd232b66c3_7)

| Year Ended December 31, 2021 | | | | | | $ | 18,031 | | | | | 8,041 | | | | | | — | | | | | | (2,538) | | | | | | $ | 23,534 | |

| /S/ RICHARD F. HAMM, JR. | | | Director | | |

| Richard F. Hamm, Jr. | | | | | |

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