EMCOR Group (EME) 10-K risk factor changes: FY2023 vs FY2022

We are exposed to market risk for changes in interest rates for [added: any] borrowings under our credit [removed: facilities,] [added: facility,] which bear interest at variable rates.

Increases in benchmark interest rates impact our interest expense and cost of capital, which may adversely impact our ability to make payments on [added: future] outstanding debt, raise [removed: additional] funds through the issuance of debt, fund capital expenditures or other liquidity needs.

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

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Continued [removed: uncertain conditions] [added: volatility] within these markets, including the impact of geopolitical [removed: instability and the lingering impacts of the COVID-19 pandemic,] [added: instability,] could negatively impact our financial position, results of operations, and cash flows.

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

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 13,200] [added: 13,800] vehicles.

For example, [added: in recent years,] we experienced supply chain delays, including long lead times for certain materials and equipment, as well as an escalation in material and fuel prices, to varying [removed: degrees throughout 2021 and 2022.][added: degrees.]

These [removed: disruptions, which are anticipated to persist throughout 2023,] [added: disruptions] resulted in declines in gross profit and gross profit margin for certain of our operations.

Fluctuations in [added: the price of] energy [removed: prices as well as in] [added: and] commodity [removed: prices of] materials, whether resulting from fluctuations in market supply or demand, [removed: or] geopolitical conditions, including [removed: Russia’s invasion of Ukraine and the resulting] supply chain disruptions and sanctions on Russian [removed: exports,] [added: exports as a result of Russia’s invasion of Ukraine and recent shipping lane disruptions following maritime attacks in the Gulf of Aden,] an increase in trade protection measures such as tariffs, or the disruption, modification, or cancellation of multilateral trade agreements, may adversely affect our customers and as a result cause them to curtail the use of our services.

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

Such requirements have become more frequent in recent years and we expect them to be increasingly prevalent, [removed: and more strictly enforced in the near future,] especially under the 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 and 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.* [removed: We could experience a decrease] [added: For example,] in [removed: revenues, net income,] [added: 2023, our United States building services segment] and [removed: liquidity if any of the following occur:][added: our United Kingdom building services segment were unsuccessful in retaining certain contracts upon rebid.]

*Fluctuating foreign currency exchange rates impact our financial results.* We have operations in the United Kingdom, which in [removed: 2022] [added: 2023] accounted for approximately [removed: 4%] [added: 3%] of our revenues.

[added: However, these liabilities are difficult to assess and estimate due to many relevant] factors, the effects of which are often unknown, including the severity of an injury or damage, the determination of liability in proportion to other parties, the timeliness of reported claims, the effectiveness of our risk management and safety programs, [added: denial of coverage by our insurance carriers,] and the terms and conditions of our insurance [removed: policies.][added: policies and/or customer contracts.]

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

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

Additionally, circumstances beyond our control, such as rising interest rates, inflation and [removed: the ongoing impacts of] [added: potential disruptions resulting from public health emergencies, such as those experienced in connection with] the COVID-19 pandemic, may hinder our ability to pursue and complete acquisitions.

The risk of contracts included in our remaining performance obligations being delayed or canceled generally increases during economic [removed: slowdowns] [added: slowdowns, periods of restrictive credit markets,] or in response to significant fluctuations in commodity prices.

*We are increasingly dependent on sophisticated information technology systems; our business and results of operations are subject to adverse impacts due to disruption, failure, and cybersecurity breaches of these systems.* We and our customers and third-party providers rely on information technology systems, hardware, and [removed: software] [added: software, including third party “cloud based” systems,] to run critical accounting, project management, and financial information systems.

We rely upon security measures, [removed: products,] [added: systems redundancy,] and [added: third-party products and] services to attempt to secure our information technology systems and the confidential, proprietary, and sensitive information they contain.

However, our information technology systems and data, and that of our customers and third-party providers, are subject to [removed: cyber-attacks,] [added: cybersecurity incidents, such as] hacking, [removed: nation state threats,] [added: computer viruses or other malicious or destructive software, ransomware, denial of service attacks, malicious social engineering] and other intrusions, encryption, erasure, failure, and [removed: damage, which could result in operational disruption] [added: damage by individuals (which may include our] and [removed: information misappropriation, such as theft of intellectual property or inappropriate disclosure of customer data] [added: our third party providers’ employees), groups] or [removed: confidential] [added: nation states] or [removed: personal information.][added: state-sponsored threats.]

While we maintain insurance coverage for these types of [added: cybersecurity] incidents, such policies may not completely provide coverage for, or completely offset, the costs associated with such [removed: incidents.][added: incidents, including losses from reputational harm or the costs to improve security against future similar threats.]

[removed: If any of these events were to occur,] [added: As such threats increase in frequency and sophistication,] 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 use our information technology systems to collaborate with colleagues in different geographic locations and [removed: periodically] access our systems [added: and those of our customers] remotely, we [added: and our customers] may be subject to heightened security risks, including the risks of cyber-attacks.

Any failure to comply with these laws and [removed: regulations] [added: regulations, or an exposure or exfiltration of information covered by such laws and regulations, including, without limitation, in connection with a cybersecurity incident,] could result in significant penalties and legal liability, and increased costs in this area could have a negative impact on our [added: reputation and our] financial condition, results of operations, and cash flow.

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

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

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

*Opportunities within the government sector could lead to increased governmental rules and regulations applicable to us.* [removed: As] [added: When we perform work as] a [added: federal] government [removed: contractor,] [added: contractor/subcontractor, or if] we [added: perform work on a project that has received federal government funding, we] are subject to a number of procurement rules and other regulations, any deemed violation of which could lead to fines or penalties or a loss of business.

We are dependent upon a workforce of approximately [removed: 35,500] [added: 38,300] employees, including our project managers and field supervisors who are responsible for managing our projects, and there can be no assurance that any individual will continue in his or her capacity for any particular period of time.

The availability and costs to adequately train and maintain a skilled labor force could be impacted by factors we cannot control, including changes in the unemployment rate, prevailing wage rates, benefit costs, [removed: the ongoing impacts of] [added: potential labor force disruptions resulting from public health emergencies, such as those experienced in connection with] the COVID-19 pandemic, and competition for labor from our competitors in the markets we serve.

As of December 31, [removed: 2022,] [added: 2023,] approximately 60% of our employees were covered by collective bargaining agreements.

Further, climate change poses direct physical risks to infrastructure across the [removed: industry] [added: market] 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.

[removed: Additional legislation] [added: Such laws] or [removed: regulation] [added: regulations enacted] by the federal government or state and local governments or agencies, and/or any international agreements to which the United States may become a party that control or limit GHG emissions or otherwise seek to address climate change, could result in increased compliance costs for us and our clients or have other impacts on our clients, including those who are involved in the exploration, production, or refining of fossil fuels, or who emit greenhouse gases through the combustion of fossil fuels or through the mining, manufacture, utilization, or production of materials or goods.

In addition, in March 2022, the SEC proposed new rules that would require significant climate-related disclosures by public companies, including evaluation and disclosure of material climate-related risks and opportunities, GHG emissions inventory, climate-related targets and goals, and financial impacts of physical and transition [removed: risks (the “SEC Climate Rules”).][added: risks.]

[removed: If the SEC Climate Rules take effect, in whole or in part,] [added: Compliance with these new rules may increase] our legal, accounting, and other compliance expenses [removed: may increase significantly,] and [removed: compliance efforts] may divert management time and attention.

*We may be unable to achieve our current or future climate commitments and targets, or we may incur substantial costs in meeting such targets.* To help mitigate the impacts of GHG emissions on climate change, EMCOR has established initial carbon-based fuel consumption and GHG emission reduction targets and committed to [removed: setting] [added: investigating the establishment of] science-based GHG emissions targets.

These risks and uncertainties include, but are not limited to: (a) our ability to execute our operational strategies and achieve our goals within the currently projected costs and the expected timeframes; (b) the availability and cost of alternative fuels, electrical charging infrastructure, off-site renewable energy, and other materials and components; (c) unforeseen design, operational, and technological difficulties; (d) the outcome of research efforts and future technology developments, including alternate or more fuel efficient vehicles for our fleet, such as hybrid or electric vehicles, the availability of which has been impacted by the global shortage in supply of vehicles generally; (e) regulations and requirements that restrict or prohibit our ability to impose requirements on third party contractors; (f) an acquisition of or merger with another company that has not adopted similar targets and goals or whose progress towards reaching its goals is not as advanced as ours; and (g) [removed: the pace of recovery from] [added: exogenous macroeconomic or supply chain shocks, such as those experienced during] the COVID-19 pandemic, which could result in fluctuations in our fuel consumption and GHG emissions in a given period.

*Public health emergencies, epidemics, or [removed: pandemics, including the COVID-19 pandemic,] [added: pandemics] impact our business.* The [removed: continuing impact of the] global spread of COVID-19, and the responses of governments, businesses, and individuals to combat it, [removed: have] caused significant volatility, uncertainty, and economic disruption, which [removed: has and may continue to] adversely [removed: impact] [added: impacted] our operations and those of our customers.

Throughout 2022 and much of 2023, the Federal Reserve Board increased the federal funds rate.

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currently able to provide.

Unsafe outdoor air quality, such as that resulting from large wildfires in the United States or Canada, could have a similar adverse effect.

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We could experience a decrease in revenues, net income, and liquidity if any of the following occur:

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Such cybersecurity incidents could result in operational disruption and information misappropriation, such as theft of intellectual property or inappropriate disclosure of customer data or confidential, sensitive, or personal information, or in reputational harm with customers.

Threats are continually evolving and threat actors may adopt new or different means of breaching our information technology systems and data, including the potential use of artificial intelligence (“AI”) tools to engage in automated, targeted, and coordinated attacks.

As cybersecurity threats become more sophisticated and difficult to detect, our ability to promptly prevent, detect and mitigate the effects of cybersecurity incidents may be impacted, potentially resulting in more material adverse effects.

For additional information on our strategy and processes for assessing, identifying, and managing the risks posed by cybersecurity threats, and the management and oversight of such efforts, refer to Part I, Item 1C.

Cybersecurity.

Errors or other defects in the design or implementation of hardware or software applications by our employees or third-party providers could also disrupt our networks, information systems or data.

System redundancy may be ineffective or inadequate, and the Company’s disaster recovery and business continuity planning may not be sufficient to address all potential cybersecurity incidents or other disruptions.

We may also utilize new information technology tools, including AI tools, in certain business functions, and such tools could be subject to malfunction, security vulnerabilities, or algorithmic flaws (including AI generation of false or biased information).

Unsettled regulations and case law regarding the ownership of intellectual property generated or used by AI could also expose us to claims of copyright or license infringement or other liability resulting from our use of such tools.

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create added legal and compliance costs and uncertainty for us.

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Several states in the United States have also adopted laws that require reporting of GHG emissions, or that a percentage of our fleet be comprised of electric vehicles.

In addition, compliance with legislation requiring us to increase the mix of electric vehicles within our fleet will be difficult as the electric vehicles

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currently available do not meet our fleet requirements.

Subsequently, other legislation, including certain state laws, have been passed that would require similar climate-related disclosure.

A renewed significant spread of COVID-19, new variants thereof, or new infectious diseases, could lead to similar impacts.

Both the outbreak and the containment and mitigation measures resulted in serious adverse impacts on the economy, and it is possible that such measures could return for future public health emergencies.

The impact to our business and operations in another public health emergency will depend in part on the severity and duration of those measures and the extent and pace of economic recovery, which are difficult to predict.

Additionally, public health emergencies may result in more of our employees accessing our systems remotely as a result of potential business or facility closures or reduced or staggered in-person attendance in response to such emergencies.

This remote access may subject us to heightened security risks, including the risks of cyber-attacks.

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Throughout 2022, the Federal Reserve Board significantly increased the federal funds rate, further raised it in February 2023, and has indicated that rate increases are likely to continue through the remainder of 2023.

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

On the other hand, the Russian invasion of Ukraine in February 2022 and the resulting supply chain disruptions and sanctions

imposed on Russian oil and gas exports caused the prices of crude oil and natural gas to increase significantly for several months.

For example, for the year ended December 31, 2022, revenues and operating income of our United Kingdom building services segment were negatively impacted by $53.5 million and $3.1 million, respectively, when compared to the results for the year ended December 31, 2021, as a result of unfavorable exchange rate movements.

However, these liabilities are difficult to assess and estimate due to many relevant

On February 15, 2020, for example, 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.

While no impairment was recognized during 2022 or 2021, we recorded $232.8 million of impairment charges during 2020 as a result of certain of these conditions.

flexibility, all of which could have a material adverse effect on our business, financial position, and results of operations.

Several states and geographic regions in the United States have also adopted legislation and regulations to reduce emissions of GHGs.

These measures have included limitations on travel and mandatory cessation of certain business activities, some of which have been relaxed or adjusted and others of which remain in effect.

Both the outbreak and the containment and mitigation measures resulted in serious adverse impacts on the economy, some of which are ongoing, and both the severity and duration of those impacts and the extent and pace of economic recovery continue to remain uncertain.

These include the duration and extent of the pandemic, epidemic or public health emergency; the potential for additional viruses or variants of viruses that are more virulent, contagious, or against which current vaccines are less effective; the duration and extent of containment and mitigation measures; the widespread adoption and long-term efficacy of vaccines and the availability and efficacy of other treatments; the cost and/or disruption of testing that may be required of our employees either by customer requirements or government mandates; the impact of the pandemic, epidemic or other public health emergency on economic activity, including on planning and funding for construction projects and our customers’ demand for our services; supply chain disruptions or commodity price volatility that could impact our and our vendors’ ability to source the supplies and materials needed to operate our business; our ability to effectively operate, including as a result of travel restrictions and mandatory business and facility closures; the ability of our customers to pay us for services rendered; any closures of our and our customers’ offices and facilities; and any project delays or shutdowns.

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

Additionally, as many of our employees continue to periodically access our systems remotely, in part as a result of the COVID-19 pandemic and the 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.

Our services are provided to a broad range of commercial, [added: technology, manufacturing,] industrial, healthcare, utility, and institutional customers through approximately 100 operating subsidiaries.

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

[removed: Throughout 2022, our] [added: Our] business and end markets remained resilient despite the impact of uncertain global economic conditions, including supply chain, production, and other logistical issues, an inflationary cost environment, [removed: rising] [added: elevated] interest rates, [added: and] skilled labor shortages in certain [removed: regions, and the lingering effects of the COVID-19 pandemic.][added: regions.]

[removed: For example,] [added: Although improved from 2022,] we [removed: experienced] [added: continued to experience] pressures in our supply chain, which resulted in material and equipment lead times significantly in excess of normal levels.

Delays in critical material and equipment deliveries [removed: have] additionally resulted in us funding purchases at earlier stages of project progression, or in advance of project [removed: commencement, which has and will continue to apply pressure on working capital requirements.][added: commencement.]

Further, in an effort to mitigate inflation, the Federal Reserve Board [removed: has] increased the federal funds rate throughout [removed: 2022, raised it further in February 2023,] [added: 2022] and [removed: it is anticipated that rate increases will continue through the remainder of] [added: into] 2023.

[removed: In response to these challenges, we] [added: Our management teams] continue to [removed: strive] [added: adapt] to [added: the challenges of the current operating environment in order to] manage our business more effectively through [added: diligent contract negotiations,] enhanced labor planning and project scheduling, [removed: increased pricing to the extent contractually permitted,] and [removed: by leveraging our relationships with our suppliers and customers.][added: increased supplier engagement.]

While we believe the actions we have taken continue to be effective, as evidenced in part by [removed: the sequential improvement in] our operating performance [removed: throughout each quarter of 2022,] [added: and operating cash flow in 2023,] the impact of these disruptions continues to evolve and there can be no assurance that our actions will serve to mitigate such impacts in future periods.

Further, while we believe our remaining performance obligations are firm, and we have not experienced any material project cancellations to date, prolonged delays in the receipt of critical equipment could impact our ability to convert such remaining performance obligations to revenues in the near [removed: term,] [added: term] or result in our customers seeking to delay or terminate existing or pending agreements.

Lastly, [removed: rising] [added: the current] interest [removed: rates] [added: rate environment] may cause a decline in capital or maintenance spending of our customers or prospective [removed: customers and, therefore, the demand for our services.][added: customers, particularly as it pertains to short duration project work.]

Any of these events could [added: result in reduced demand for our services or affect our ability to collect payment, and therefore,] have a material adverse effect on our business, financial condition, and/or results of operations.

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The following table presents selected financial data for the fiscal years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in thousands, except percentages and per share data):

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Revenues | | | $ | [removed: 11,076,120] [added: 12,582,873] | | | | | $ | [removed: 9,903,580] [added: 11,076,120] | |

| Revenues increase from prior year | | | [removed: 11.8] [added: 13.6] | | % | | | | [removed: 12.6] [added: 11.8] | | % |

| Gross profit | | | $ | [removed: 1,603,594] [added: 2,089,339] | | | | | $ | [removed: 1,501,737] [added: 1,603,594] | |

| Gross profit as a percentage of revenues | | | [removed: 14.5] [added: 16.6] | | % | | | | [removed: 15.2] [added: 14.5] | | % |

| Operating income | | | $ | [removed: 564,877] [added: 875,756] | | | | | $ | [removed: 530,800] [added: 564,877] | |

| Operating income as a percentage of revenues | | | [removed: 5.1] [added: 7.0] | | % | | | | [removed: 5.4] [added: 5.1] | | % |

| Net income attributable to EMCOR Group, Inc. | | | $ | [removed: 406,122] [added: 632,994] | | | | | $ | [removed: 383,532] [added: 406,122] | |

| Diluted earnings per common share | | | $ | [removed: 8.10] [added: 13.31] | | | | | $ | [removed: 7.06] [added: 8.10] | |

Revenues of [removed: $11.08] [added: $12.58] billion for the year ended December 31, [removed: 2022] [added: 2023] set a new annual record for the Company and represent an increase of [removed: 11.8%] [added: 13.6%] from revenues of [removed: $9.90] [added: $11.08] billion for the year ended December 31, [removed: 2021.][added: 2022.]

Demand for our services continues to be strong [added: across the majority of the market sectors we serve] and, as described in further detail below, we experienced revenue growth within all of our reportable segments except for our United Kingdom building services [removed: segment, the reduction in revenues of which was entirely due to unfavorable exchange rate movements during 2022, which more than offset revenue growth that was experienced on a local currency basis.][added: segment.]

Net income of [removed: $406.1] [added: $633.0] million, or [removed: $8.10] [added: $13.31] per diluted share, for the year ended December 31, [removed: 2022,] [added: 2023,] compares favorably to net income of [removed: $383.5] [added: $406.1] million, or [removed: $7.06] [added: $8.10] per diluted share, for the year ended December 31, [removed: 2021.][added: 2022.]

In addition to the increase in operating income referenced above, our diluted earnings per share for [removed: 2022] [added: 2023] benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

[removed: We] [added: During 2023, we] acquired eight companies [removed: during 2021] for total consideration of [removed: $131.2] [added: $99.6] million.

Such acquisitions include: (a) [removed: two] [added: a national energy efficiency specialty services firm, the results of operations of which have been included in our United States building services segment, and (b) seven] companies, the results of operations of which were de minimis, [added: consisting of: (i) three companies that have been] included within our United States mechanical construction and facilities services segment, [removed: consisting of: (i) a company that] [added: one of which] provides mechanical [removed: services within the Southern region of the United States] and [removed: (ii) a company that provides fire protection] [added: pipe fabrication] services in the Midwestern region of the United States, [removed: (b)] [added: and] two [removed: companies that provide electrical construction services for a broad array] of [removed: customers] [added: which add capabilities to our national fire protection services, and (ii) four mechanical services companies] in the [added: Western and] Midwestern [removed: region] [added: regions] of the United [removed: States, the results of operations of which] [added: States that] have been included [removed: in our United States electrical construction and facilities services segment, and (c) four companies included] within our United States building services [removed: segment, consisting of: (i) a company that provides mobile mechanical services across North Texas] [added: segment] and [removed: (ii) three companies, the results of operations of which were de minimis, that] enhance our presence in geographies where we have existing [removed: operations and provide either mobile mechanical services or building automation and controls solutions.][added: operations.]

The following table presents our revenues for each of our operating segments and the approximate percentages that each segment’s revenues were of total revenues for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in thousands, except for percentages):

| | | | [removed: 2022] [added: 2023] | | | | | | % of Total | | | | | | [removed: 2021] [added: 2022] | | | | | | % of Total | | |

| United States electrical construction and facilities services | | | $ | [removed: 2,433,114] [added: 2,783,723] | | | | | 22 | | % | | | | $ | [removed: 2,029,893] [added: 2,433,114] | | | | | [removed: 21] [added: 22] | | % |

| United States mechanical construction and facilities services | | | [removed: 4,326,674 | | | | | | 39] [added: 10,864] | | [removed: %] | | | | [removed: 3,952,586] [added: 13,679] | | | | | | [removed: 40] [added: 2,264] | | [removed: %] |

| United States building services | | | [removed: 2,720,487 | | | | | | 25] [added: 5,658] | | [removed: %] | | | | [removed: 2,424,743] [added: 1,261] | | | | | | [removed: 24] [added: —] | | [removed: %] |

| United States industrial services | | | [removed: 1,118,767] [added: 1,167,790] | | | | | | [removed: 10] [added: 9] | | % | | | | [removed: 986,407] [added: 1,118,767] | | | | | | 10 | | % |

| Total United States operations | | | [removed: 10,599,042] [added: 12,146,450] | | | | | | [removed: 96] [added: 97] | | % | | | | [removed: 9,393,629] [added: 10,599,042] | | | | | | [removed: 95] [added: 96] | | % |

| United Kingdom building services | | | [removed: 477,078] [added: 436,423] | | | | | | [removed: 4] [added: 3] | | % | | | | [removed: 509,951] [added: 477,078] | | | | | | [removed: 5] [added: 4] | | % |

| Total operations | | | $ | [removed: 11,076,120] [added: 12,582,873] | | | | | 100 | | % | | | | $ | [removed: 9,903,580] [added: 11,076,120] | | | | | 100 | | % |

Companies acquired in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] generated incremental revenues of [removed: $149.7] [added: $107.1] million in [removed: 2022.][added: 2023.]

Revenues of our United States electrical construction and facilities services segment were [removed: $2,433.1] [added: $2,783.7] million for the year ended December 31, [removed: 2022] [added: 2023] compared to revenues of [removed: $2,029.9] [added: $2,433.1] million for the year ended December 31, [removed: 2021.][added: 2022.]

This segment’s results [added: included $88.5 million of incremental acquisition revenues] for the year ended December 31, [removed: 2022 included $135.1 million of incremental revenues from acquired companies.][added: 2023.]

The continued strength in demand for our services is reflected in our results of operations for 2023, during which we experienced an increase in both revenue and operating income when compared to 2022.

As evidenced by the growth in our remaining performance obligations, which increased to $8.85 billion at December 31, 2023, from $7.46 billion at December 31, 2022, we anticipate a similar level of demand for our services in the near term, provided that the business environment does not significantly deteriorate.

While we generally strive to negotiate advanced payments or billing terms with our customers that allow us to invoice for these amounts, such purchases may apply pressure on our working capital requirements in future periods.

Although we experienced a reduction in commodity prices when compared to 2022, and current economic indicators suggest that inflation is slowing, there continues to be volatility in the price of fuel, certain materials, and other commodities used in our operations.

As contractually permitted, and in order to combat inflationary pressures, we have and will continue to seek increases in pricing to the extent we experience increases in our costs.

2023 versus 2022

| | | | 2023 | | | | | | 2022 | | |

Operating income for 2023 was $875.8 million, or 7.0% of revenues, establishing new annual records for the Company with respect to both operating income and operating margin.

This compares to operating income of $564.9 million, or 5.1% of revenues, in 2022.

The $310.9 million increase in operating income, and corresponding 190 basis point improvement in operating margin, were a result of improved operating performance across all of our reportable segments other than our United Kingdom building services segment.

As described in further detail below, these improvements in profitability were predominantly a result of: (a) better project execution and productivity, (b) a more favorable mix of work, (c) the successful close-out of several projects and resolution of certain disputes within our United States construction segments, and (d) a reduction in the price of certain commodities and materials utilized in our operations.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| United States building services | | | 3,120,134 | | | | | | 25 | | % | | | | 2,754,953 | | | | | | 25 | | % |

As a result of strong demand for our services across the majority of the market sectors we serve, revenues for the year ended December 31, 2023 increased to $12.58 billion compared to revenues of $11.08 billion for the year ended December 31, 2022.

As described in more detail below, we experienced increases in revenues from all of our reportable segments, except for our United Kingdom building services segment.

Excluding the impact of acquisitions, revenues of this segment increased by $262.1 million as a result of an increase in revenues within many of the market sectors in which we operate, most notably including: (a) the network and communications market sector, predominantly due to our data center projects, (b) the manufacturing and industrial market sector, from contracts with our energy sector customers, including those for renewable energy projects, (c) the healthcare market sector, as a result of greater activity throughout certain of the regions in which we operate, (d) the hospitality and entertainment market sector, given an increase in projects within the Western region of the United States, and (e) the high-tech manufacturing market sector, due to an increase in projects for various biotech, life-sciences, and pharmaceutical customers as well as certain semiconductor manufacturers.

Partially offsetting these increases were modest revenue declines from the commercial market sector and the institutional market sector as well as a reduction in short duration project volume.

In addition to increased revenues from its mechanical services division, this segment also experienced revenue growth from its commercial site-based services and government site-based services divisions, due to the award of facilities maintenance contracts with new customers as well as scope or site expansion and increased project work with existing customers.

Such increased revenues were despite the loss of certain facilities maintenance contracts not renewed pursuant to rebid.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

The results of operations of this segment continued to improve at a modest pace, as evidenced by the revenue growth within both this segment’s field services and shop services divisions during 2023.

In addition to steady demand for maintenance and turnaround projects, during 2023, we experienced increased levels of capital spending by our customers, in the form of greater new build heat exchanger orders and the award of certain renewable fuel projects.

Excluding the impact of foreign exchange rate movements, this segment’s revenues decreased during 2023 as a result of: (a) the loss of certain facilities maintenance contracts not renewed pursuant to rebid, and (b) a reduction in project activity, notably within the network and communications market sector.

| | | | 2023 | | | | | | 2022 | | |

| Gross profit | | | $ | 2,089,339 | | | | | $ | 1,603,594 | |

While the increase in gross profit can be partially attributed to the incremental revenue contribution described above, such increase, and the expansion in gross profit margin, were also the result of stronger operating performance within the majority of our reportable segments due to improved revenue mix, project execution and close-out, and/or favorable pricing.

In 2023, acquisitions contributed incremental gross profit of approximately $15.9 million, inclusive of amortization expense attributable to identifiable intangible assets of $3.6 million.

| | | | 2023 | | | | | | 2022 | | |

Excluding incremental expenses from businesses acquired, the increase in selling, general and administrative expenses, and SG&A margin, was predominantly attributable to increases in incentive compensation expense across the majority of our reportable segments, due to higher operating results than in the prior year, and salaries and related employment expenses, largely as a result of additional headcount to support our organic revenue growth as well as annual cost of living adjustments.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| United States building services | | | 182,995 | | | | | | 5.9 | | % | | | | 146,639 | | | | | | 5.3 | | % |

| Impairment loss on long-lived assets | | | (2,350) | | | | | | — | | | | | | — | | | | | | — | | |

Our performance in 2023 established new annual records for the Company with respect to operating income and operating margin.

As described in more detail below, improvements in profitability were a result of: (a) better project execution, (b) a more favorable mix of work, (c) the successful close-out of certain projects within our United States construction segments, and (d) the impact in 2022 of certain supply chain disruptions and delays, which were greater than those experienced in 2023, and which, in the prior year, led to: (i) reduced labor productivity and efficiency, (ii) the under-absorption of labor costs in instances where projects were delayed pending the receipt of materials, or (iii) material and commodity price escalations.

The $81.9 million increase in operating income and the 220 basis point improvement in operating margin of this segment were largely a result of greater gross profit and gross profit margin given: (a) a more favorable mix of work, (b) improved project execution and productivity, and (c) the successful close-out of certain construction projects during the year.

The largest increases in gross profit and gross profit margin were recognized within the network and communications market sector, the commercial market sector, and the healthcare market sector.

Although we continue to experience supply chain disruptions and delays, which are impacting project delivery in various ways, market conditions surrounding equipment availability steadily improved over the last year and our management teams continued to adapt to this environment.

Such developments led to improved job-site and labor productivity as well as more normalized project sequencing, resulting in fewer project write-downs when compared to the prior year.

Partially offsetting the year-over-year improvements in gross profit and gross profit margin were increased selling, general and administrative expenses and SG&A margin, largely as a result of greater incentive compensation expense recognized by several operating subsidiaries of this segment given improvements in profitability year-over-year.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

These disruptions, which are expected to persist to varying degrees in 2023, have manifested themselves through project delays or scheduling impacts and reduced labor productivity and efficiency, particularly within our United States construction segments and our United States building services segment.

During 2022, we also experienced the effects of inflation through increases in fuel, material, and other commodity prices.

While current economic indicators suggest that inflation will slow, we anticipate that our business will continue to be impacted by wage and general inflation to some extent throughout 2023.

These actions have resulted, and may continue to result, in an increase in our interest expense.

Beyond these impacts, the Russian invasion of Ukraine in February 2022 has created another layer of uncertainty, especially with respect to energy costs as the resulting sanctions imposed on Russian oil and gas exports caused the prices of crude oil and natural gas to increase significantly for several months.

While higher energy prices have historically led to an increase in demand for certain of our services, such as those performed by our United States industrial services segment, significant increases in the price or demand for crude oil may also result in the short-term curtailment or deferral of spending by our customers, as facility downtime to perform certain of the services we provide comes at a higher opportunity cost.

Operating income for 2022 was $564.9 million, or 5.1% of revenues, compared to operating income of $530.8 million, or 5.4% of revenues, in 2021.

This increase resulted from greater operating income contribution, largely as a result of the aforementioned increase in revenues, from each of our reportable segments, other than our United States electrical construction and facilities services segment.

The decrease in operating margin period over period was driven by a 70 basis point reduction in consolidated gross profit margin, due to reduced gross profit margins within each of our United States construction segments.

Partially offsetting the decrease in gross profit margin was a reduction in the ratio of selling, general and administrative expenses to revenues as we were able to leverage our overhead cost structure during this period of revenue growth.

Companies acquired in 2022 and 2021 generated incremental revenues of $149.7 million and incremental operating income of $3.9 million, inclusive of $7.3 million of amortization expense associated with identifiable intangible assets, for the year ended December 31, 2022.

As described in more detail below, revenues for the year ended December 31, 2022 increased to $11.08 billion compared to revenues of $9.90 billion for the year ended December 31, 2021.

During 2022, we experienced increases in revenues from all of our reportable segments, except for our United Kingdom building services segment, the reduction in revenues of which was entirely due to unfavorable exchange rate movements, which more than offset revenue growth that was experienced on a local currency basis.

Excluding the impact of acquisitions, revenues of this segment increased by $268.1 million primarily as a result of an increase in revenues from: (a) the commercial market sector, predominantly within the telecommunications sub-market sector, inclusive of our data center projects, and the technology sub-market sector, (b) the healthcare market sector due to large project activity, and (c) certain transmission and distribution projects, including those to support sustainable energy solutions such as solar and wind.

While there remains significant disruption and uncertainty within the broader oil and gas industry, most notably within the upstream and midstream energy sectors, we began to experience a resumption in downstream energy demand within this segment during the second half of 2021.

Such increased demand continued into 2022, resulting in revenue growth within this segment.

Specifically, more normalized turnaround project demand and an increase in maintenance and capital project activity, when compared to the prior year, has resulted in increased revenues from this segment’s field services operations.

In addition, revenues of this segment’s shop services operations have increased as a result of greater maintenance, repair, and hydro blast cleaning services and a slight increase in new build heat exchanger sales.

Excluding the impact of foreign exchange rate movements, this segment’s revenues for 2022 increased as a result of growth in project activities with existing customers, primarily within the commercial market sector, including certain telecommunication projects, and the transportation market sector.

Companies acquired in 2022 and 2021 generated incremental gross profit of approximately $21.1 million in 2022.

Excluding the impact of acquisitions, the increase in gross profit for 2022 was largely a result of increased revenue volume, which despite the decrease in gross profit margin discussed below, resulted in an increase in consolidated gross profit.

Our gross profit margin was 14.5% and 15.2% for 2022 and 2021, respectively.

The decrease in gross profit margin for the year ended December 31, 2022 was primarily attributable to a reduction in gross profit margin within each of our United States construction segments, partially as a result of a less favorable project mix.

For the year ended December 31, 2022, certain discrete project losses within both our United States electrical construction and facilities services segment and our United States mechanical construction and facilities services segment negatively impacted our consolidated gross profit margin by 40 basis points.

Refer to the operating income section below for further discussion regarding the operating performance of each of our reportable segments, including the above referenced losses.

Excluding incremental expenses from businesses acquired, our selling, general and administrative expenses increased by $50.6 million for the year ended December 31, 2022.

Selling, general and administrative expenses as a percentage of revenues were 9.4% and 9.8% for 2022 and 2021, respectively.

The year-over-year decrease in SG&A margin was largely a result of an increase in revenues without a commensurate increase in overhead costs, as we were able to leverage our existing overhead cost structure.

| United States building services | | | 144,670 | | | | | | 5.3 | | % | | | | 122,724 | | | | | | 5.1 | | % |

Largely as a result of increases in revenues, we experienced greater operating income contribution from each of our reportable segments other than our United States electrical construction and facilities services segment.

Companies acquired in 2022 and 2021 generated incremental operating income of $3.9 million, inclusive of $7.3 million of amortization expense associated with identifiable intangible assets, for the year ended December 31, 2022.

The decrease in operating margin year-over-year was driven by a reduction in gross profit margin within our United States construction segments, due to a change in project mix as well as the impact of certain discrete project losses, described in further detail below.

These declines in gross profit margin were partially offset by increased gross profit margins from the remainder of our reportable segments as well as a reduction in the ratio of selling, general and administrative expenses to revenues across each of our reportable segments.

This segment’s results for the year ended December 31, 2022 included incremental operating income from acquired companies of $6.3 million, inclusive of $4.7 million of amortization expense associated with identifiable intangible assets.

Excluding the contribution from acquisitions, operating income of this segment decreased by $26.9 million year-over-year.

A less favorable project mix within the institutional and transportation market sectors, coupled with certain discrete project losses recognized during 2022, due, in part, to supply chain disruptions and delays, resulted in a decrease in gross profit and gross profit margin.

In addition to the impact of supply chain disruptions, a portion of these losses were attributable to project completion delays and time extensions, beyond our control, on certain projects which were bid a number of years ago under different economic conditions.

We continue to evaluate our contractual rights and are pursuing recovery for such impacts to the extent permitted.

The aforementioned reductions in gross profit margin were partially offset by a reduction in the ratio of selling, general and administrative expense to revenues as: (a) this segment was able to successfully leverage its overhead cost structure during this period of revenue growth and (b) the reduced profitability has resulted in a decrease in incentive compensation expense for certain of the operating subsidiaries within this segment.

Operating margins within this segment for the years ended December 31, 2022 and 2021 were 7.7% and 8.0%, respectively.

We have not used any derivative financial instruments during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] including trading or speculating on changes in interest rates or commodity prices of materials used in our business.

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

Borrowings under [removed: the 2020 Credit Agreement] [added: such facility] bear interest at variable rates and, as a result of the actions referenced above, such rates have increased throughout [removed: 2022.][added: 2022 and 2023.]

For further information [removed: on] [added: regarding] our [removed: outstanding debt] [added: credit facility] and [added: associated] borrowing rates, refer to Note 9 - Debt of the notes to consolidated financial statements included in Item 8.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations for further discussion regarding the impact of fluctuations in commodity and material prices on our results of operations.]

Amounts invested in our foreign operations are translated into U.S. dollars at the exchange rates in effect at [removed: year end.][added: the end of the period.]

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 13,200] [added: 13,800] vehicles.

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

Throughout 2022 and much of 2023, the Federal Reserve Board increased the federal funds rate.

For further discussion regarding the collectability of our outstanding accounts receivable, refer to Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data.

As noted previously, the Federal Reserve Board has been increasing interest rates, and it is anticipated that rate increases will continue throughout 2023.

As of December 31, 2022, there were no direct borrowings outstanding under the 2020 Revolving Credit Facility; however, the balance of the 2020 Term Loan was $242.8 million.

Based on the $242.8 million of borrowings outstanding under the 2020 Credit Agreement, if overall interest rates were to increase by 200 basis points, interest expense, net of income taxes, would increase by approximately $3.6 million in the next twelve months.

Conversely, if overall interest rates were to decrease by 200 basis points, interest expense, net of income taxes, would decrease by approximately $3.6 million in the next twelve months.

The 2020 Credit Agreement expires on March 2, 2025.

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.

We believe our exposure to market risk associated with the discontinuation of LIBOR is limited as: (a) our 2020 Credit Agreement contains provisions which allow for the use of alternate benchmark 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 discussion of Accounts Receivable and Allowance for Credit Losses under the heading “Critical Accounting Policies and Estimates” in 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, 2022.

In [removed: 2022,] [added: 2023,] we had revenues of approximately [removed: $11.1] [added: $12.6] billion.

Our services are provided to a broad range of commercial, [added: technology, manufacturing,] industrial, healthcare, utility, and institutional customers through approximately 100 operating 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.

- United States electrical construction and facilities [removed: services][added: services;]

- United States mechanical construction and facilities [removed: services][added: services;]

- United States building [removed: services][added: services;]

- United States industrial [removed: services][added: services; and]

- United Kingdom building [removed: services][added: services.]

[removed: Our] [added: We generally provide] industrial services [removed: are generally provided] directly to refineries and petrochemical plants.

[removed: Our] [added: We derive] revenues [removed: are derived] from many different customers in numerous industries, which have operations in several different geographical areas.

Of our [removed: 2022] [added: 2023] revenues, approximately [removed: 96%] [added: 97%] were generated in the United States and approximately [removed: 4%] [added: 3%] were generated in foreign countries, substantially all in the United Kingdom.

In [removed: 2022,] [added: 2023, we derived] approximately [removed: 61%] [added: 63%] of our revenues [removed: were derived] from our construction operations, approximately [removed: 29%] [added: 28%] of our revenues [removed: were derived] from our building services [removed: operations] [added: operations,] and approximately [removed: 10%] [added: 9%] of our revenues [removed: were derived] from our industrial services operations.

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’ [removed: facilities, as discussed in further detail below.][added: facilities.]

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

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

The demand for these services is typically driven by non-residential construction and renovation activity and, in recent years, has benefited from the re-shoring of the supply chain, the need for additional high-tech manufacturing facilities, and the energy transition/expansion throughout the United [removed: States.][added: States, all of which have been bolstered by certain government incentives.]

Our United States electrical and mechanical construction operations accounted for approximately [removed: 61%] [added: 63%] of our [removed: 2022] [added: 2023] total revenues.

Of such revenues, approximately [removed: 36%] [added: 35%] were generated by our electrical construction operations and approximately [removed: 64%] [added: 65%] were generated by our mechanical construction operations.

Our largest projects typically include [removed: those:] [added: those within:] (a) [removed: for] [added: the] commercial [removed: purposes (such as] [added: market sector (including warehousing and distribution facilities,] office [added: or mixed-use] buildings, [removed: data centers, convention centers, sports stadiums,] and shopping malls); (b) [removed: for high-tech manufacturing purposes (such as semiconductor, biotech, life-sciences,] [added: the network] and [removed: pharmaceutical facilities);] [added: communications market sector (including data centers, data and fiber projects, and cabling);] (c) [removed: for traditional] [added: the] manufacturing and industrial [removed: purposes (such as] [added: market sector (including] steel, pulp and paper mills, food processing and [added: traditional] automotive manufacturing facilities, power generation (including sustainable energy solutions such as solar and wind), oil and gas refineries, and chemical processing plants); (d) [removed: for transportation purposes (such as highways, bridges, airports,] [added: the high-tech manufacturing market sector (including semiconductor, biotech, life-sciences,] and [removed: transit systems); (e) for institutional purposes (such] [added: pharmaceutical facilities,] as [removed: educational and correctional facilities and research laboratories); (f) for healthcare purposes (such] [added: well] as [added: projects across the electric vehicle value chain); (e) the healthcare market sector (including] hospitals, surgical centers, rehabilitation and nursing facilities, and medical offices); [added: (f) the institutional market sector (including educational and correctional facilities and research laboratories);] (g) [removed: for] [added: the] water and wastewater [removed: purposes; and] [added: market sector;] (h) [removed: for] [added: the transportation market sector (including highways, bridges, airports, and transit systems); and (i) the] hospitality [removed: purposes (such as] [added: and entertainment market sector (including] resorts, hotels, [removed: and] gaming [removed: facilities).][added: facilities, convention centers, and sports stadiums).]

Our largest projects, which typically range in size from $10 million up to and occasionally exceeding $200 million, represented approximately [removed: 40%] [added: 45%] of our electrical and mechanical construction services revenues in [removed: 2022.][added: 2023.]

Our projects of less than $10 million accounted for approximately [removed: 60%] [added: 55%] of our electrical and mechanical construction services revenues in [removed: 2022.][added: 2023.]

- [removed: Mobile mechanical maintenance] [added: Maintenance] and services for mechanical, electrical, plumbing, fire safety, and building automation systems;

Our building services operations, which generated approximately [removed: 29%] [added: 28%] of our [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] approximately [removed: 85%] [added: 88%] were generated in the United States and approximately [removed: 15%] [added: 12%] were generated in the United Kingdom.

We provide building services at a number of prominent buildings in the United States, including those that house the National Archives and Records Administration, the Federal Deposit Insurance Corporation, the Government Accountability Office, and the [removed: Department] [added: Departments] of [added: Transportation, Education,] Health and Human Services, [added: Energy, and Homeland Security,] as well as other government facilities, including the NASA Jet Propulsion Laboratory.

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

Our industrial services business, which generated approximately [removed: 10%] [added: 9%] of our [removed: 2022] [added: 2023] total revenues, is a recognized leader in the refinery turnaround market and has a presence in the petrochemical market.

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

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

In addition, there are a number of larger public companies focused on providing electrical and/or mechanical construction services, such as APi Group Corporation, Comfort Systems USA, Inc., Dycom Industries, Inc., IES Holdings, Inc., MasTec, Inc., MYR [removed: Group,] [added: Group] Inc., and Tutor Perini Corporation.

Competitive factors in the electrical and mechanical construction services business include: (a) the availability of qualified and/or licensed personnel; (b) reputation for integrity and quality; (c) safety record; (d) cost structure and the ability to control project costs; (e) relationships with customers; (f) price; (g) geographic diversity; (h) experience in specialized markets; (i) the ability to obtain surety bonding; [removed: and] (j) adequate working capital or access to bank [removed: credit.][added: credit; and (k) the use of technology such as building information modeling (BIM).]

We believe our financial position, operating results, access to bank credit and surety bonding, technical [removed: expertise,] [added: expertise including prefabrication] and [added: BIM capabilities, and] safety record, among other factors, give us an advantage over many of our competitors.

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, [added: and] SMS Assist, [removed: L.L.C., and Ferrandino & Son, Inc.] [added: L.L.C.] Our principal competitors in the United Kingdom include CBRE Group, Inc., [removed: Bouygues UK Ltd.,] ISS UK Ltd., [added: Equans Services Limited, OCS Group UK Limited,] and Mitie Group PLC.

The key competitive factors in the building services industry include: (a) availability of qualified personnel and managers; (b) service quality and technical expertise; (c) [added: the use of technology tools and data analytics; (d)] cost structure and the ability to control project costs; [removed: (d)] [added: (e)] price; and [removed: (e)] [added: (f)] geographic diversity.

Competitors within this industry include JVIC Catalyst Services, Universal Plant Services, Inc., Turner Industries Group, LLC, Team, Inc., Cust-O-Fab, Inc., Dunn Heat Exchangers, Inc., [added: Turn2 Specialty Companies,] and Wyatt Field Service Company, LLC, among others.

At December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 35,500] [added: 38,300] people, approximately [removed: 32,000] [added: 35,000] of whom were located within the United States and approximately [removed: 3,500] [added: 3,300] of whom were located in the United Kingdom.

Based on the most recent information available from our latest filing with the U.S. Equal Employment Opportunity Commission, the gender demographic of our U.S. employees was [removed: 90%] [added: 89%] male and [removed: 10%] [added: 11%] female.

Approximately 60% of our employees are represented by various unions pursuant to [removed: approximately] [added: nearly] 450 collective bargaining agreements between our individual subsidiaries or trade associations and local unions, as well as two collective bargaining agreements that are national or regional in scope.

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

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

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

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

- Energy efficiency retrofit services, including HVAC, lighting, water, weatherization, and air flow management solutions:

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

We also provide building services, as a prime contractor or a subcontractor, to U.S. military bases and various other governmental agencies.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

Although the technical expertise and capital investment that is required in manufacturing heat exchangers may be considered a barrier to entry in this field, there are significantly fewer barriers to entry as it pertains to turnaround projects and services.

| Hispanic / Latino | | | 18 | | % |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

- *College Coaching*: Our College Coach Program provided through Bright Horizons provides employees and their families with support as they navigate the college admissions process, including live webinars, tuition payment financial planning, and insight from former admissions officers, finance professionals, and educators.

In addition, identified front line leaders such as project managers, superintendents and supervisors are invited to our Leader Development Program, which focuses on the development of skills to enhance their growth as leaders and emphasizes the importance of our EMCOR Values.

These tools are evolving with the way our people work, including employees in the field.

For example, we have deployed an online safety training program available to any employee on a mobile device.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

*A Diverse and Inclusive Workplace*

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

We also provide building services, as a prime contractor or a subcontractor, to U.S. military bases, including the 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.

Because of the complex tasks associated with turnaround projects, and the precision and cost investment required in manufacturing heat exchangers, we believe that the barriers to entry in this business are significant.

| Hispanic / Latinx | | | 18 | | % |

Most recently, we started offering college counseling services for the children of our employees.

*Diversity, Equity, and Inclusion*

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $3,258,000,000] [added: $5,900,000,000] as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the New York Stock Exchange reported for such date.

Number of shares of the registrant’s common stock outstanding as of the close of business on February [removed: 17, 2023: 47,687,820] [added: 22, 2024: 47,064,926] shares.

Portions of the definitive proxy statement for the [removed: 2023] [added: 2024] 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](#i7be34ba6258a4e7796645486ba3e7527_22)] [added: [Business](#i5b93746942b5441a93c12246ba215868_22)] | | | [removed: [1](#i7be34ba6258a4e7796645486ba3e7527_22)] [added: [1](#i5b93746942b5441a93c12246ba215868_22)] | | |

| | | | [Human [removed: Capital](#i7be34ba6258a4e7796645486ba3e7527_34)] [added: Capital](#i5b93746942b5441a93c12246ba215868_34)] | | | [removed: [5](#i7be34ba6258a4e7796645486ba3e7527_34)] [added: [5](#i5b93746942b5441a93c12246ba215868_34)] | | |

| | | | [Available [removed: Information](#i7be34ba6258a4e7796645486ba3e7527_37)] [added: Information](#i5b93746942b5441a93c12246ba215868_37)] | | | [removed: [7](#i7be34ba6258a4e7796645486ba3e7527_37)] [added: [7](#i5b93746942b5441a93c12246ba215868_37)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7be34ba6258a4e7796645486ba3e7527_40)] [added: Factors](#i5b93746942b5441a93c12246ba215868_40)] | | | [removed: [8](#i7be34ba6258a4e7796645486ba3e7527_40)] [added: [8](#i5b93746942b5441a93c12246ba215868_40)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7be34ba6258a4e7796645486ba3e7527_43)] [added: Comments](#i5b93746942b5441a93c12246ba215868_43)] | | | [removed: [19](#i7be34ba6258a4e7796645486ba3e7527_43)] [added: [19](#i5b93746942b5441a93c12246ba215868_43)] | | |

| Item 2. | | | [removed: [Properties](#i7be34ba6258a4e7796645486ba3e7527_46)] [added: [Properties](#i5b93746942b5441a93c12246ba215868_46)] | | | [removed: [19](#i7be34ba6258a4e7796645486ba3e7527_46)] [added: [20](#i5b93746942b5441a93c12246ba215868_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7be34ba6258a4e7796645486ba3e7527_49)] [added: Proceedings](#i5b93746942b5441a93c12246ba215868_49)] | | | [removed: [19](#i7be34ba6258a4e7796645486ba3e7527_49)] [added: [20](#i5b93746942b5441a93c12246ba215868_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7be34ba6258a4e7796645486ba3e7527_52)] [added: Disclosures](#i5b93746942b5441a93c12246ba215868_52)] | | | [removed: [19](#i7be34ba6258a4e7796645486ba3e7527_52)] [added: [20](#i5b93746942b5441a93c12246ba215868_52)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i7be34ba6258a4e7796645486ba3e7527_55)] [added: Registrant](#i5b93746942b5441a93c12246ba215868_55)] | | | [removed: [20](#i7be34ba6258a4e7796645486ba3e7527_55)] [added: [21](#i5b93746942b5441a93c12246ba215868_55)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7be34ba6258a4e7796645486ba3e7527_61)] [added: Securities](#i5b93746942b5441a93c12246ba215868_61)] | | | [removed: [21](#i7be34ba6258a4e7796645486ba3e7527_61)] [added: [22](#i5b93746942b5441a93c12246ba215868_61)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i7be34ba6258a4e7796645486ba3e7527_64)] [added: [\[Reserved\]](#i5b93746942b5441a93c12246ba215868_64)] | | | [removed: [21](#i7be34ba6258a4e7796645486ba3e7527_64)] [added: [22](#i5b93746942b5441a93c12246ba215868_64)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7be34ba6258a4e7796645486ba3e7527_67)] [added: Operations](#i5b93746942b5441a93c12246ba215868_67)] | | | [removed: [22](#i7be34ba6258a4e7796645486ba3e7527_67)] [added: [23](#i5b93746942b5441a93c12246ba215868_67)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i7be34ba6258a4e7796645486ba3e7527_88)] [added: Risk](#i5b93746942b5441a93c12246ba215868_88)] | | | [removed: [38](#i7be34ba6258a4e7796645486ba3e7527_88)] [added: [37](#i5b93746942b5441a93c12246ba215868_88)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7be34ba6258a4e7796645486ba3e7527_91)] [added: Data](#i5b93746942b5441a93c12246ba215868_91)] | | | [removed: [39](#i7be34ba6258a4e7796645486ba3e7527_91)] [added: [38](#i5b93746942b5441a93c12246ba215868_91)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7be34ba6258a4e7796645486ba3e7527_178)] [added: Disclosure](#i5b93746942b5441a93c12246ba215868_178)] | | | [removed: [85](#i7be34ba6258a4e7796645486ba3e7527_178)] [added: [83](#i5b93746942b5441a93c12246ba215868_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7be34ba6258a4e7796645486ba3e7527_181)] [added: Procedures](#i5b93746942b5441a93c12246ba215868_181)] | | | [removed: [85](#i7be34ba6258a4e7796645486ba3e7527_181)] [added: [83](#i5b93746942b5441a93c12246ba215868_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i7be34ba6258a4e7796645486ba3e7527_184)] [added: Information](#i5b93746942b5441a93c12246ba215868_184)] | | | [removed: [85](#i7be34ba6258a4e7796645486ba3e7527_184)] [added: [83](#i5b93746942b5441a93c12246ba215868_184)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7be34ba6258a4e7796645486ba3e7527_1922)] [added: Inspections](#i5b93746942b5441a93c12246ba215868_187)] | | | [removed: [85](#i7be34ba6258a4e7796645486ba3e7527_1922)] [added: [83](#i5b93746942b5441a93c12246ba215868_187)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7be34ba6258a4e7796645486ba3e7527_190)] [added: Governance](#i5b93746942b5441a93c12246ba215868_193)] | | | [removed: [86](#i7be34ba6258a4e7796645486ba3e7527_190)] [added: [84](#i5b93746942b5441a93c12246ba215868_193)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7be34ba6258a4e7796645486ba3e7527_193)] [added: Compensation](#i5b93746942b5441a93c12246ba215868_196)] | | | [removed: [86](#i7be34ba6258a4e7796645486ba3e7527_193)] [added: [84](#i5b93746942b5441a93c12246ba215868_196)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7be34ba6258a4e7796645486ba3e7527_196)] [added: Matters](#i5b93746942b5441a93c12246ba215868_199)] | | | [removed: [86](#i7be34ba6258a4e7796645486ba3e7527_196)] [added: [84](#i5b93746942b5441a93c12246ba215868_199)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7be34ba6258a4e7796645486ba3e7527_199)] [added: Independence](#i5b93746942b5441a93c12246ba215868_202)] | | | [removed: [86](#i7be34ba6258a4e7796645486ba3e7527_199)] [added: [84](#i5b93746942b5441a93c12246ba215868_202)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7be34ba6258a4e7796645486ba3e7527_202)] [added: Services](#i5b93746942b5441a93c12246ba215868_205)] | | | [removed: [86](#i7be34ba6258a4e7796645486ba3e7527_202)] [added: [84](#i5b93746942b5441a93c12246ba215868_205)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7be34ba6258a4e7796645486ba3e7527_208)] [added: Schedules](#i5b93746942b5441a93c12246ba215868_211)] | | | [removed: [87](#i7be34ba6258a4e7796645486ba3e7527_208)] [added: [85](#i5b93746942b5441a93c12246ba215868_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7be34ba6258a4e7796645486ba3e7527_214)] [added: Summary](#i5b93746942b5441a93c12246ba215868_217)] | | | [removed: [91](#i7be34ba6258a4e7796645486ba3e7527_214)] [added: [89](#i5b93746942b5441a93c12246ba215868_217)] | | |

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

- unfavorable developments in the mix of our business; [added: and]

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| [PART I](#i5b93746942b5441a93c12246ba215868_19) | | | | | | | | |

| | | | [Overview](#i5b93746942b5441a93c12246ba215868_25) | | | [1](#i5b93746942b5441a93c12246ba215868_25) | | |

| | | | [Operations](#i5b93746942b5441a93c12246ba215868_28) | | | [2](#i5b93746942b5441a93c12246ba215868_28) | | |

| | | | [Competition](#i5b93746942b5441a93c12246ba215868_31) | | | [5](#i5b93746942b5441a93c12246ba215868_31) | | |

| Item 1C. | | | [C](#i5b93746942b5441a93c12246ba215868_1906)[ybersecurity](#i5b93746942b5441a93c12246ba215868_1906) | | | [19](#i5b93746942b5441a93c12246ba215868_1906) | | |

| [PART II](#i5b93746942b5441a93c12246ba215868_58) | | | | | | | | |

| [PART III](#i5b93746942b5441a93c12246ba215868_190) | | | | | | | | |

| [PART IV](#i5b93746942b5441a93c12246ba215868_208) | | | | | | | | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| [PART I](#i7be34ba6258a4e7796645486ba3e7527_19) | | | | | | | | |

| | | | [General](#i7be34ba6258a4e7796645486ba3e7527_25) | | | [1](#i7be34ba6258a4e7796645486ba3e7527_25) | | |

| | | | [Operations](#i7be34ba6258a4e7796645486ba3e7527_28) | | | [2](#i7be34ba6258a4e7796645486ba3e7527_28) | | |

| | | | [Competition](#i7be34ba6258a4e7796645486ba3e7527_31) | | | [5](#i7be34ba6258a4e7796645486ba3e7527_31) | | |

| [PART II](#i7be34ba6258a4e7796645486ba3e7527_58) | | | | | | | | |

| [PART III](#i7be34ba6258a4e7796645486ba3e7527_187) | | | | | | | | |

| [PART IV](#i7be34ba6258a4e7796645486ba3e7527_205) | | | | | | | | |

- the continuing impact of the COVID-19 pandemic, including the nature, extent, and impact of future variant surges, as well as other health emergencies, and government orders and mandates related thereto, on our revenue and operations; and

*Board Risk Oversight.* Our Board of Directors (the “Board”) oversees our policies, procedures, and processes related to risk management, including assessing, identifying, and managing risks from cybersecurity threats.

This oversight is performed primarily through the Audit Committee.

The Board has delegated to the Audit Committee responsibility for reviewing, with management, the guidelines and policies with respect to: (a) risk assessment and risk management, (b) our major risk exposures, and (c) the steps management has taken to monitor and control such exposures.

The Audit Committee receives periodic reports relating to risk assessment and risk management, including cybersecurity threats, from our senior management, including our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Information Security Officer, the head of our Internal Audit Department, and our Vice President of Risk Management.

A cybersecurity update is provided to the Audit Committee at least quarterly.

Members of our Audit Committee, and certain of our executive officers, including our Chief Executive Officer, General Counsel, and Chief Information Security Officer, are participants in IANS, an industry leading cybersecurity education platform.

Our Chief Information Security Officer has more than 40 years of experience in security practice, processes, and standards, and holds various cybersecurity certifications.

*Governance, Risk Management, and Strategy.* As part of our overall risk management process, we have established a cybersecurity program and dedicated teams to manage and assess material risks from cybersecurity threats, direct the policies and procedures in place to protect our information systems, and respond to cybersecurity incidents if they occur.

These teams and committees, which additionally monitor the prevention, detection, and remediation of cybersecurity incidents, include the following:

- Our Cybersecurity Executive Council, which is comprised of executive leadership, including our Chief Executive Officer, General Counsel, Chief Information Security Officer, and senior leaders from our segments and key operating companies.

The Cybersecurity Executive Council is responsible for reviewing policies and procedures related to cybersecurity and our cybersecurity program.

Such policies and procedures, as well as our cybersecurity program generally, are discussed with the Board.

- Our Cybersecurity Compliance Committee, which is made up of key cybersecurity and information technology personnel at the segment and operating company levels, receives regular updates and training with respect to cybersecurity in order to advise and assist management, including the Cybersecurity Executive Council, in implementing information systems security and incident response at our operating companies.

Our cybersecurity program is managed by our Chief Information Security Officer, who has more than 40 years of experience in information security, both in private industry and as an active-duty member of the United States Air Force.

Such experience includes developing security practices, processes, and standards, leading security teams, managing incident response and implementing technologies to enhance security and compliance.

We have also implemented cybersecurity training.

For example, key information technology and security personnel meet biweekly for training, updates on new cybersecurity threats, and implementation of new policies and all employees are required to undergo annual cybersecurity training, including email and password safety and phishing detection.

We engage third party cybersecurity firms to support our in-house cybersecurity initiatives and provide additional expertise with respect to our cybersecurity programs.

Such firms are overseen by our General Counsel and Chief Information Security Officer and provide the following services:

- On an annual basis, conduct penetration testing to evaluate the susceptibility of our information systems to cybersecurity threats and the effectiveness of our cybersecurity program;

- On a biennial basis, conduct a comprehensive “tabletop” exercise to evaluate our incident response policies and procedures and provide relevant experience for our employees tasked with executing such response; and

- On a biennial basis, conduct a cybersecurity assessment based on the National Institute of Standards and Technology’s Cybersecurity Framework.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

We have also established a process to evaluate third-party vendors and suppliers for cybersecurity risk and compliance with our security standards.

As applicable, on an annual basis we review System and Organization Controls (SOC) 1 reports for all significant third-party vendors.

In addition to the efforts discussed above, we have developed and maintain an Incident Response Plan to establish a process for addressing cybersecurity incidents.

The Incident Response Plan includes incident response teams in place at the corporate and operating company levels to respond to a potential cybersecurity incident, processes for internal and external reporting, and other procedures to facilitate response and coordination.

As of the date of this report, we have not experienced a cybersecurity incident that resulted in a material effect on our business strategy, results of operations, or financial condition.

Like other companies, we are the target of cyberattacks.

In 2020, for example, we publicly announced that we were the target of a systems intrusion in which a third party infected certain of the Company’s systems with malware.

Although we were able to resolve that matter without material impact, we cannot provide assurance that we will not be materially affected in the future by cybersecurity risks or any future material incidents.

For more information, see Item 1A.

Risk Factors, including the risk factor titled “We are increasingly dependent on sophisticated information technology systems; our business and results of operations are subject to adverse impacts due to disruption, failure and cybersecurity breaches of these systems.”

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

Guzzi, Age [removed: 58;] [added: 59;] President since October 2004, Chief Executive Officer since January 2011 and Chairman of the Board since June 2018.

Pompa, Age [removed: 58;] [added: 59;] 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: 64;] [added: 65;] 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: 51;] [added: 52;] General Counsel and Secretary of the Company since January [removed: 2016 and] [added: 2016,] Executive Vice President since February [removed: 2021.][added: 2021, and Chief Administrative Officer since December 2023.]

On December 15, 2023, the Company announced that Mr. Pompa will step down as Executive Vice President and Chief Financial Officer and depart from the Company, effective as of April 1, 2024.

Mr. Pompa will be succeeded by Jason R.

Nalbandian, the Company’s Senior Vice President and Chief Accounting Officer, who will be promoted to Chief Financial Officer effective April 1, 2024, as previously announced.

On December 15, 2023, the Company announced that Mr. Matz will step down as Executive Vice President-Shared Services and depart from the Company, effective as of April 1, 2024.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

*Holders.* As of February [removed: 17, 2023,] [added: 22, 2024,] there were approximately [removed: 470] [added: 585] stockholders of record.

We currently pay a regular quarterly dividend of [removed: $0.15] [added: $0.18] per share.

Subsequent to December 31, [removed: 2022,] [added: 2023,] our Board of Directors announced its intention to increase the regular quarterly dividend to [removed: $0.18] [added: $0.25] per share commencing with the dividend to be paid in April [removed: 2023.][added: 2024.]

Our [removed: 2020] [added: 2023] Credit Agreement places limitations on the payment of dividends on our common stock.

Financial Statements and Supplementary Data for further information regarding our [removed: 2020] [added: 2023] Credit Agreement.

The following table summarizes repurchases of our common stock made by us during the quarter ended December 31, [removed: 2022:][added: 2023:]

| Period | | | Total Number of Shares Purchased (1) (2) | | | Average [removed: Price Paid] [added: Price Paid] Per Share [added: (3)] | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [removed: Maximum Number (or Approximate] [added: Approximate] Dollar [removed: Value) of] [added: Value of] Shares That May Yet [removed: be Purchased Under the] [added: be Purchased Under the] Plan or Programs | | |

As of December 31, [removed: 2022,] [added: 2023,] there remained authorization for us to repurchase approximately [removed: $389.8] [added: $261.1] million of our shares.

(2) Excludes [removed: 1,751] [added: 3,333] 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.

| October 1, 2023 to October 31, 2023 | | | 114,292 | | | $196.09 | | | 114,292 | | | $261,064,294 | | |

| November 1, 2023 to November 30, 2023 | | | — | | | — | | | — | | | $261,064,294 | | |

| December 1, 2023 to December 31, 2023 | | | — | | | — | | | — | | | $261,064,294 | | |

| Total | | | 114,292 | | | $196.09 | | | 114,292 | | | | | |

(3) Price paid per share excludes any applicable broker commission or excise tax due.

However, as such amounts are considered direct costs associated with the repurchase of our common stock, they have been reflected as a reduction in the remaining authorization under our share repurchase program.

| October 1, 2022 to October 31, 2022 | | | — | | | — | | | — | | | $389,799,870 | | |

| November 1, 2022 to November 30, 2022 | | | — | | | — | | | — | | | $389,799,870 | | |

| December 1, 2022 to December 31, 2022 | | | — | | | — | | | — | | | $389,799,870 | | |

| Total | | | — | | | — | | | — | | | | | |

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [removed: 456,439] [added: 789,750] | | | | | $ | [removed: 821,345] [added: 456,439] | |

| Accounts receivable, less allowance for credit losses of [removed: $22,382] [added: $22,502] and [removed: $23,534,] [added: $22,382,] respectively | | | [removed: 2,567,371] [added: 3,203,490] | | | | | | [removed: 2,204,519] [added: 2,567,371] | | |

| Contract assets | | | [removed: 273,176] [added: 269,885] | | | | | | [removed: 230,143] [added: 273,176] | | |

| Inventories | | | [removed: 85,641] [added: 110,774] | | | | | | [removed: 54,098] [added: 85,641] | | |

| Prepaid expenses and other | | | [removed: 79,346] [added: 73,072] | | | | | | [removed: 80,889] [added: 79,346] | | |

| Total current assets | | | [removed: 3,461,973] [added: 4,446,971] | | | | | | [removed: 3,390,994] [added: 3,461,973] | | |

| Property, [removed: plant] [added: plant,] and equipment, net | | | [removed: 157,819] [added: 179,378] | | | | | | [removed: 152,066] [added: 157,819] | | |

| Operating lease right-of-use assets | | | [removed: 268,063] [added: 310,498] | | | | | | [removed: 260,778] [added: 268,063] | | |

| Goodwill | | | [removed: 919,151] [added: 956,549] | | | | | | [removed: 890,268] [added: 919,151] | | |

| Identifiable intangible assets, net | | | [removed: 593,975] [added: 586,032] | | | | | | [removed: 589,365] [added: 593,975] | | |

| Other assets | | | [removed: 123,626] [added: 130,293] | | | | | | [removed: 157,975] [added: 123,626] | | |

| [removed: Total assets] [added: Total operations] | | | $ | [added: 6,609,721 | | | | | $ |] 5,524,607 | | | | | $ | 5,441,446 | |

| Current maturities of long-term debt and finance lease liabilities | | | $ | [removed: 15,567] [added: 2,465] | | | | | $ | [removed: 16,235] [added: 15,567] | |

| Accounts payable | | | [removed: 849,284] [added: 935,967] | | | | | | [removed: 734,275] [added: 849,284] | | |

| Contract liabilities | | | [removed: 1,098,263] [added: 1,595,109] | | | | | | [removed: 788,134] [added: 1,098,263] | | |

| Accrued payroll and benefits | | | [removed: 465,000] [added: 596,936] | | | | | | [removed: 490,867] [added: 465,000] | | |

| Other accrued expenses and liabilities | | | [removed: 258,190] [added: 312,642] | | | | | | [removed: 274,406] [added: 258,190] | | |

| Operating lease liabilities, current | | | [removed: 67,218] [added: 75,236] | | | | | | [removed: 57,814] [added: 67,218] | | |

| Total current liabilities | | | [removed: 2,753,522] [added: 3,518,355] | | | | | | [removed: 2,361,731] [added: 2,753,522] | | |

| Long-term debt and finance lease liabilities | | | [removed: 231,625] [added: 2,838] | | | | | | [removed: 245,450] [added: 231,625] | | |

| Operating lease liabilities, long-term | | | [removed: 220,764] [added: 259,430] | | | | | | [removed: 220,836] [added: 220,764] | | |

| Other long-term obligations | | | [removed: 344,405] [added: 358,283] | | | | | | [removed: 360,340] [added: 344,405] | | |

| Total liabilities | | | [removed: 3,550,316] [added: 4,138,906] | | | | | | [removed: 3,188,357] [added: 3,550,316] | | |

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 60,947,947] [added: 61,094,042] and [removed: 60,737,006] [added: 60,947,947] shares issued, respectively | | | [removed: 609] [added: 611] | | | | | | [removed: 607] [added: 609] | | |

| Capital surplus | | | [removed: 74,795] [added: 91,813] | | | | | | [removed: 61,874] [added: 74,795] | | |

| Accumulated other comprehensive loss | | | [removed: (93,451)] [added: (85,704)] | | | | | | [removed: (83,562)] [added: (93,451)] | | |

| Retained earnings | | | [removed: 3,214,281] [added: 3,814,439] | | | | | | [removed: 2,835,504] [added: 3,214,281] | | |

| Treasury stock, at cost [removed: 13,281,222] [added: 14,046,777] and [removed: 7,437,268] [added: 13,281,222] shares, respectively | | | [removed: (1,222,645)] [added: (1,351,381)] | | | | | | [removed: (562,036)] [added: (1,222,645)] | | |

| Total EMCOR Group, Inc. stockholders’ equity | | | [removed: 1,973,589] [added: 2,469,778] | | | | | | [removed: 2,252,387] [added: 1,973,589] | | |

| Noncontrolling interests | | | [removed: 702] [added: 1,037] | | | | | | 702 | | |

| Total equity | | | [removed: 1,974,291] [added: 2,470,815] | | | | | | [removed: 2,253,089] [added: 1,974,291] | | |

| Total liabilities and equity | | | $ | [removed: 5,524,607] [added: 6,609,721] | | | | | $ | [removed: 5,441,446] [added: 5,524,607] | |

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 11,076,120] [added: 12,582,873] | | | | | $ | [removed: 9,903,580] [added: 11,076,120] | | | | | $ | [removed: 8,797,061] [added: 9,903,580] | |

| Cost of sales | | | [removed: 9,472,526] [added: 10,493,534] | | | | | | [removed: 8,401,843] [added: 9,472,526] | | | | | | [removed: 7,401,679] [added: 8,401,843] | | |

| Gross profit | | | [removed: 1,603,594] [added: 2,089,339] | | | | | | [removed: 1,501,737] [added: 1,603,594] | | | | | | [removed: 1,395,382] [added: 1,501,737] | | |

| Selling, general and administrative expenses | | | [removed: 1,038,717] [added: 1,211,233] | | | | | | [removed: 970,937] [added: 1,038,717] | | | | | | [removed: 903,584] [added: 970,937] | | |

| Operating income | | | [removed: 564,877] [added: 875,756] | | | | | | [removed: 530,800] [added: 564,877] | | | | | | [removed: 256,834] [added: 530,800] | | |

| Total assets | | | $ | 6,609,721 | | | | | $ | 5,524,607 | |

| Impairment loss on long-lived assets | | | 2,350 | | | | | | — | | | | | | — | | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| Other comprehensive income | | | 7,747 | | | | | | — | | | | | | — | | | | | | 7,747 | | | | | | — | | | | | | — | | | | | | — | | |

| Common stock dividends | | | (32,684) | | | | | | — | | | | | | 152 | | | | | | — | | | | | | (32,836) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2023 | | | $ | 2,470,815 | | | | | $ | 611 | | | | | $ | 91,813 | | | | | $ | (85,704) | | | | | $ | 3,814,439 | | | | | $ | (1,351,381) | | | | | $ | 1,037 | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| Balance at December 31, 2023 | | | $ | 22,502 | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

In order to utilize such guidance, an entity must first conclude that the modified terms directly replace or have the potential to replace an eligible reference rate due to reference rate reform, and that any contemporaneous changes to other terms that change, or have the potential to change, the amount or timing of contractual cash flows are related to the replacement of a reference rate.

During the second quarter of 2023, we amended our then existing credit agreement to change the reference rate from LIBOR to an interest rate based on the secured overnight financing rate, as administered by the Federal Reserve Bank of New York (“SOFR”).

As such amendment was within the scope of the aforementioned guidance, we adopted this accounting pronouncement and utilized the optional expedients referenced above.

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

In November 2023, the FASB issued an ASU, which expands the required disclosure for reportable segments.

This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually.

This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker.

Such guidance, which is required to be applied retrospectively, is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, although early adoption is permitted.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact to our segment disclosures.

In December 2023, the FASB issued an ASU intended to enhance the transparency and decision-usefulness of income tax disclosures.

Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met.

This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our income tax disclosures, including the processes and controls around the collection of this information.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| Total impact | | | $ | 29,057 | | | | | $ | 48,403 | | | | | $ | 6,891 | |

During the year ended December 31, 2023, we recognized revenue of approximately $16.5 million on individual projects that were substantially complete in prior periods but had revisions to total estimated cost or anticipated contract value, which resulted in an increase to profitability in excess of $1.0 million.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

Due to continued growth in certain of our end markets, during 2023, we have expanded the market sectors included in the disclosure for each of our United States construction segments, as shown below.

All prior period disclosures have been adjusted to additionally reflect these changes.

| Network and communications market sector | | | $ | 934,455 | | | | | 34 | | % | | | | $ | 801,052 | | | | | 33 | | % | | | | $ | 621,139 | | | | | 30 | | % |

| Commercial market sector | | | 402,886 | | | | | | 14 | | % | | | | 414,539 | | | | | | 17 | | % | | | | 398,996 | | | | | | 20 | | % |

| High-tech manufacturing market sector | | | 140,471 | | | | | | 5 | | % | | | | 88,544 | | | | | | 4 | | % | | | | 35,196 | | | | | | 2 | | % |

| Hospitality and entertainment market sector | | | 81,815 | | | | | | 3 | | % | | | | 33,818 | | | | | | 1 | | % | | | | 23,257 | | | | | | 1 | | % |

| | | | 2023 | | | | | | % of Total | | | | | | 2022 | | | | | | % of Total | | | | | | 2021 | | | | | | % of Total | | |

| Network and communications market sector | | | $ | 410,397 | | | | | 8 | | % | | | | $ | 295,261 | | | | | 7 | | % | | | | $ | 279,953 | | | | | 7 | | % |

EMCOR Group, Inc. and Subsidiaries

| Restructuring expenses | | | — | | | | | | — | | | | | | 2,214 | | |

| Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets | | | — | | | | | | — | | | | | | 232,750 | | |

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

| Balance, December 31, 2019 | | | $ | 2,057,780 | | | | | $ | 604 | | | | | $ | 32,274 | | | | | $ | (89,288) | | | | | $ | 2,367,481 | | | | | $ | (253,937) | | | | | $ | 646 | |

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The decrease in our allowance for credit losses was attributable to the write-off of specific amounts deemed uncollectible, partially offset by the provision for credit losses recorded during 2022.

We have adjusted our allowance for credit losses during 2022 to account for the impact of changing economic conditions, including rising interest rates.

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

These balances decreased from December 31, 2021 primarily as a result of the payment, by our insurers, of certain claims for which we previously maintained a reserve and corresponding insurance receivable.

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 upon the discontinuation of LIBOR.

In October 2021, an accounting pronouncement was issued by the FASB that 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 Accounting Standards Codification Topic 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.

There were no increases in total estimated costs or reductions to anticipated contract value that had a significant impact on our operating results during each of the years ended December 31, 2021 and 2020.

During the year ended December 31, 2020, we recognized revenue of $6.1 million associated with the final settlement of the contract value for two projects within our United States electrical construction and facilities services segment that were completed or substantially completed in prior periods.

| Commercial market sector | | | $ | 1,320,392 | | | | | 54 | | % | | | | $ | 1,063,242 | | | | | 52 | | % | | | | $ | 970,576 | | | | | 53 | | % |

| Hospitality market sector | | | 17,563 | | | | | | 1 | | % | | | | 15,346 | | | | | | 1 | | % | | | | 23,797 | | | | | | 1 | | % |

| Commercial market sector | | | $ | 1,711,772 | | | | | 39 | | % | | | | $ | 1,524,685 | | | | | 39 | | % | | | | $ | 1,315,973 | | | | | 37 | | % |

| Healthcare market sector | | | 480,954 | | | | | | 11 | | % | | | | 488,910 | | | | | | 12 | | % | | | | 346,315 | | | | | | 10 | | % |

| Institutional market sector | | | 353,611 | | | | | | 8 | | % | | | | 280,463 | | | | | | 7 | | % | | | | 377,738 | | | | | | 11 | | % |

| Hospitality market sector | | | 29,511 | | | | | | 1 | | % | | | | 38,405 | | | | | | 1 | | % | | | | 40,079 | | | | | | 1 | | % |

| Short duration projects (1) | | | 337,522 | | | | | | 8 | | % | | | | 297,673 | | | | | | 8 | | % | | | | 335,262 | | | | | | 10 | | % |

| Service work | | | 473,328 | | | | | | 11 | | % | | | | 452,291 | | | | | | 11 | | % | | | | 365,067 | | | | | | 10 | | % |

| | | | 4,337,556 | | | | | | | | | | | | 3,959,421 | | | | | | | | | | | | 3,523,875 | | | | | | | | |

| Total segment revenues | | | $ | 4,326,674 | | | | | | | | | | | $ | 3,952,586 | | | | | | | | | | | $ | 3,516,789 | | | | | | | |

| Mobile mechanical services | | | $ | 1,713,989 | | | | | 63 | | % | | | | $ | 1,560,120 | | | | | 64 | | % | | | | $ | 1,323,499 | | | | | 64 | | % |

| Total segment revenues | | | $ | 2,720,487 | | | | | | | | | | | $ | 2,424,743 | | | | | | | | | | | $ | 2,078,835 | | | | | | | |

| | | | 15,257,541 | | | | | | 12,765,517 | | |

| | | | $ | (763,163) | | | | | $ | (500,348) | |

| Total United States operations | | | 6,015,696 | | | | | | 1,282,986 | | |

| Total operations | | | $ | 6,128,383 | | | | | $ | 1,330,916 | |

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 in the Washington, D.C. metro area, and (c) a company that provides mobile mechanical services in the Southern region of the United States.

The results of operations for all three companies have been included within our United States building services segment.

| | | | 552,061 | | | | | | 528,023 | | |

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

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report appearing in Item 8 of this 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: 2022.][added: 2023.]

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: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any: (a) contract, instruction, or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1 or (b) non 10b5-1 trading arrangement, each as defined in Item 408(a) of Regulation S-K.

Not applicable.

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_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: 2023] [added: 2024] 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: 2022,] [added: 2023,] 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: 366,954] [added: 335,131] | | | | | | $ | — | | | | | [removed: 792,726] [added: 692,720] (1) | | |

| Total | | | | | | 335,131 | | | | | | $ | — | | | | | 692,720 (1) | | |

| Total | | | | | | 366,954 | | | | | | $ | — | | | | | 792,726 (1) | | |

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

| | | | Consolidated Balance Sheets - December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Operations - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| | | | Consolidated Statements Comprehensive Income - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| | | | Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| | | | Consolidated Statements of Equity - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

| 4(a) | | | | | | [removed: Sixth] [added: Seventh] Amended and Restated Credit Agreement dated as of [removed: March 2, 2020] [added: December 20, 2023] by and among EMCOR and [removed: a subsidiary] [added: certain subsidiaries] and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof | | | | | | [removed: [Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (“March 2020 Form 10-Q”)](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4a2020331xq1.htm)] [added: [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex4a_20231231xq4.htm)] | | |

| [removed: 4(e)] [added: 4(b)] | | | | | | Description of Registrant’s Securities | | | | | | [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) | | |

| [removed: 4(f)] [added: 10(l-9)] | | | | | | [removed: LIBOR Cessation Letter Agreement] [added: Seventh Amendment to LTIP] | | | | | | [Exhibit [removed: 4(f)] [added: 10(l-9)] to [removed: EMCOR’s] [added: EMCOR's] Annual Report on Form 10-K for the year ended December 31, [removed: 2021 (“2021 Form 10-K”)](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex4f_20211231xq4.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex10lx9_20211231xq4.htm)] | | |

| [removed: 10(l-9)] [added: 10(l-10)] | | | | | | [removed: Seventh] [added: Eighth] Amendment to LTIP | | | | | | [removed: [Exhibit 10(l-9) to 2021 Form 10-K](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex10lx9_20211231xq4.htm)] [added: [Filed herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex10lx10_20231231xq4.htm)] | | |

| 21 | | | | | | List of Significant Subsidiaries | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563423000005/eme-ex21_20221231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex21_20231231xq4.htm)] | | |

| 23.1 | | | | | | Consent of Ernst & Young LLP | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563423000005/eme-ex231_20221231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex231_20231231xq4.htm)] | | |

| 31.1 | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, [removed: President] [added: President,] and Chief Executive Officer | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563423000005/eme-ex311_20221231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex311_20231231xq4.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/105634/000010563423000005/eme-ex312_20221231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex312_20231231xq4.htm)] | | |

| 32.1 | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, [removed: President] [added: President,] and Chief Executive Officer | | | | | | [removed: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563423000005/eme-ex321_20221231xq4.htm)] [added: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex321_20231231xq4.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/105634/000010563423000005/eme-ex322_20221231xq4.htm)] [added: [Furnished](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex322_20231231xq4.htm)] | | |

| 95.1 | | | | | | Information concerning mine safety violations or other regulatory matters | | | | | | [Filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563423000005/eme-ex951_20221231xq4.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex951_20231231xq4.htm)] | | |

| 101 | | | | | | The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] 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 | | |

| 3(a-6) | | | | | | Certificate of Amendment of Restated Certificate of Incorporation of EMCOR | | | | | | [E](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm)[xhibit 3.1 to EMCOR](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm)[’](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm)[s Rep](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm)[ort on F](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm)[orm 8-K (Date of Report June 8, 2023)](https://www.sec.gov/Archives/edgar/data/105634/000010563423000023/eme-ex31x20230608x8k.htm) | | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| 97 | | | | | | Policy Relating to Recovery of Erroneously Awarded Compensation | | | | | | [F](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex97_20231231xq4.htm)[iled](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex97_20231231xq4.htm) [here](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex97_20231231xq4.htm)[with](https://www.sec.gov/Archives/edgar/data/105634/000010563424000006/eme-ex97_20231231xq4.htm) | | |

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

| 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 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 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 the March 2020 Form 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563420000066/eme-ex4d2020331xq1.htm) | | |

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

[Table of [removed: Contents](#i7be34ba6258a4e7796645486ba3e7527_7)][added: Contents](#i5b93746942b5441a93c12246ba215868_7)]

Date: February [removed: 23, 2023][added: 28, 2024]

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 23, 2023.][added: 28, 2024.]

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

| Description | | | | | | Balance at Beginning of Year | | | | | | Costs and Expenses | | | | | | [removed: Cumulative Effect Adjustment (1) | | | | | |] Deductions [removed: (2)] [added: (1)] | | | | | | Balance at End of Year | | |

| Allowance for credit losses | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Year Ended December 31, 2022 | | | | | | $ | 23,534 | | | | | 5,166 | | | | | | [removed: — | | | | | |] (6,318) | | | | | | $ | 22,382 | |

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

[removed: (2)] [added: (1)] Deductions primarily represent uncollectible balances of accounts receivable written off, net of recoveries.

[Table of Contents](#i5b93746942b5441a93c12246ba215868_7)

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

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

| Year Ended December 31, 2023 | | | | | | $ | 22,382 | | | | | 7,859 | | | | | | (7,739) | | | | | | $ | 22,502 | |

| | | | | | |

| /S/ DAVID H. LAIDLEY | | | Director | | |

| David H. Laidley | | | | | |

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

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

| Year Ended December 31, 2020 | | | | | | $ | 14,466 | | | | | 3,269 | | | | | | 3,150 | | | | | | (2,854) | | | | | | $ | 18,031 | |

(1) Represents the adjustment to our allowance for credit losses, which was recorded to retained earnings upon the adoption of Accounting Standards Codification Topic 326.