EMCOR Group (EME) 10-K risk factor changes: FY2024 vs FY2023

*Economic [removed: downturns] [added: downturns, recessions, or periods of slow growth] have historically led to reductions in demand for our services.

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

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

A prolonged stagnation or weakening in financial and macroeconomic conditions, [added: potentially] including [removed: rising] [added: higher] interest rates, supply chain challenges, inflation, [removed: and any continuing impacts of the COVID-19 pandemic,] [added: or geopolitical impacts,] could therefore have a significant adverse effect on our revenues and profitability.

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

[removed: Continued volatility] [added: Volatility] within these markets, including the impact of geopolitical [removed: instability,] [added: instability (such as disruption of shipping lanes),] could negatively impact our financial position, results of operations, and cash flows.

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Our business may be adversely affected by significant reductions in government spending, delays or disruptions in the government appropriations process or the failure to [added: fully] fund or implement [removed: recent legislation, including] [added: legislation such as] the CHIPS and Science Act of 2022 and the Inflation Reduction [removed: Act, both of which could benefit our business.][added: Act.]

As a result, reduced or delayed spending by the federal government and/or state and local [removed: governments] [added: governments, potentially including the reduction or elimination of funding for projects or other benefits under relevant legislation,] may have a material and adverse impact on our business, financial condition, 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 ceiling (and any disruption caused by a federal government shutdown as a result thereof), [removed: renewed focus on budget deficits following increases in government spending in response to the COVID-19 pandemic,] personnel reductions, [added: elimination of government agencies or programs,] 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.

*Volatility in the prices or availability of certain materials and equipment used in our businesses and those of our customers, including as a result of inflation, [added: supply chain disruptions,] geopolitical instability, and protectionist trade measures, could adversely affect our businesses.* We are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in our operations.

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 13,800] [added: 14,000] vehicles.

Further, the timing of our price increases may lag the timing of the underlying increases in commodity or material [added: prices and our fixed price contracts generally do not allow us to adjust our] prices.

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

Fluctuations in the price of energy and commodity materials, whether resulting from fluctuations in market supply or demand, geopolitical [removed: conditions, including] [added: conditions (including] supply chain [removed: disruptions and] [added: disruptions,] sanctions on Russian exports as a result of Russia’s invasion of [removed: Ukraine] [added: Ukraine, armed conflict between Israel] and [removed: recent] [added: Iran, and] shipping lane disruptions following maritime attacks in the Gulf of [removed: Aden,] [added: Aden and the Red Sea),] 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.

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

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

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

The actual cost of labor and materials, however, may vary from the costs we originally estimated, something which we have experienced and may continue to experience due to inflationary pressures, supply chain challenges, and [removed: rising] [added: elevated] interest rates.

[removed: Such requirements have become more frequent in recent years and we expect them to be increasingly prevalent, 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.* For example, in [added: 2024 and] 2023, our United States building services segment and 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: 2023] [added: 2024] accounted for approximately 3% of our revenues.

The factors that impact exchange rate fluctuation, including macroeconomic and geopolitical conditions, are outside [removed: the control] of [removed: the Company.][added: our control.]

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

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

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

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

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

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

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

[removed: 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.

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

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

For further discussion of our impairment testing, see Note 8 - Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets [added: of the notes to consolidated financial statements] included in Item 8.

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

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

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

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

In addition, sanctions against foreign persons and entities have increased in recent years, especially [removed: as a result of] [added: in connection with] the war in [added: Ukraine and ongoing trade and diplomatic disputes between] the [removed: Ukraine.][added: U.S. and China.]

*The [removed: departure] [added: departure, loss or incapacitation] of key personnel could disrupt our business.* We depend on the continued efforts of our senior [removed: management.][added: management and other key employees.]

Although the Federal Reserve Board began to decrease the federal funds rate in 2024 after increases in 2022 and much of 2023, the pace and extent of additional decreases are uncertain.

Additionally, we rely on third-party vendors and manufacturers to supply much of the materials and equipment necessary for our operations.

Disruptions, shortages, or delays in the availability of such materials and equipment have and may continue to adversely impact our result of operations, cash flows, and reputation with our customers.

*Changes in U.S. foreign trade policies, including as a result of the new presidential administration, could lead to the imposition of additional trade barriers and tariffs*.

We cannot predict the full extent of new, extended, or changed trade policies, including tariffs, that may be made by the current or a future presidential administration or Congress, including whether existing tariff policies will be maintained or modified or if changes in the U.S. trade policy could result in reactions from U.S. trading partners, such as adopting responsive trade policies making it more difficult or costly for us to purchase materials or supplies.

These changes in U.S. trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse impact on our business, financial position, results of operations, and liquidity.

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While the former owners of an acquired company may agree as part of our purchase agreements to indemnify us against certain historical liabilities of the target company, such indemnification may be subject to time limits, deductibles, caps and exclusions, and such former owners might be unable or unwilling to uphold those obligations to us.

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Unsettled regulations and case law regarding the ownership of intellectual property generated or

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Increased costs in this area could adversely impact our financial condition, results of operations, and cash flow.

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In addition, some of our operations, particularly those servicing oil and natural gas refineries, are subject to the risk of accidental release of hazardous materials that have in the past and have the potential to result in injuries or fatalities involving our employees or third parties, property damage, or environmental contamination.

If our personnel cause or are alleged to have caused any such release, it may result in claims for indemnification under our contracts with customers, claims from third-parties or local communities impacted by such release, or investigations or regulatory action by federal, state or local environmental, occupational, health and safety or other authorities.

These risks could result in a material adverse effect on our business, operating results, financial position, and cash flows, and in some cases, on our reputation or our ability to obtain projects from customers.

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See Note 15 - Commitments and Contingencies of the notes to consolidated financial statements included in Item 8.

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

While we have established and regularly review management succession plans, the inadequacy of any such succession plans in addressing a particular loss or our failure to successfully implement such succession plans may adversely affect our business.

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We also rely on third-party subcontractors to complete portions of some of our projects and those subcontractors are subject to the same challenges and uncertainty in employing, training and retaining an adequate qualified labor force to meet our needs.

For example, severe weather or a catastrophic natural disaster could

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While these rules are currently stayed pending legal challenges, and may face additional challenges under the current administration, it is not certain whether they, or similar future rules, will go into effect.

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A new public health emergency, such as an epidemic or pandemic, could lead to similar impacts.

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

currently able to provide.

In addition, some of our competitors have greater resources than we do.

create added legal and compliance costs and uncertainty for us.

See Item 3.

The Biden Administration has made climate change and the limitation of GHG emissions one of its primary objectives, including a renewed commitment to the Paris Agreement and a Nationally Determined Contribution under such agreement that aims to reduce U.S. emissions by 50-52%, compared to a 2005 baseline, by 2030.

currently available do not meet our fleet requirements.

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

Our workforce and operations were impacted by the COVID-19 pandemic.

For example, we experienced disruptions that impacted our ability to perform our work.

Such impacts included, but were not limited to, access restrictions and temporary job site shutdowns, reduced labor efficiency resulting from adherence to physical distancing, quarantine, and isolation requirements due to illness or exposure to an infected person, and other enhanced safety protocols mandated at the majority of our worksite locations, and the deferral of maintenance and service projects by our customers.

The extent to which another epidemic, pandemic or public health emergency could impact our business and results of operations in the future remains highly uncertain and will be affected by a number of factors, which could have a material adverse effect on our business, financial condition, results of operations, and/or stock price.

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.

Further, if any of our key personnel are unable to perform their duties for a period of time, including as a result of illness, our results of operations could be adversely affected.

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The following table presents selected financial data for the fiscal years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] (in thousands, except percentages and per share data):

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Revenues | | | $ | [removed: 12,582,873] [added: 14,566,116] | | | | | $ | [removed: 11,076,120] [added: 12,582,873] | |

| Revenues increase from prior year | | | [removed: 13.6] [added: 15.8] | | % | | | | [removed: 11.8] [added: 13.6] | | % |

| Gross profit | | | $ | [removed: 2,089,339] [added: 2,765,051] | | | | | $ | [removed: 1,603,594] [added: 2,089,339] | |

| Gross profit as a percentage of revenues | | | [removed: 16.6] [added: 19.0] | | % | | | | [removed: 14.5] [added: 16.6] | | % |

| Operating income | | | $ | [removed: 875,756] [added: 1,344,863] | | | | | $ | [removed: 564,877] [added: 875,756] | |

| Operating income as a percentage of revenues | | | [removed: 7.0] [added: 9.2] | | % | | | | [removed: 5.1] [added: 7.0] | | % |

| Net income attributable to EMCOR Group, Inc. | | | $ | [removed: 632,994] [added: 1,007,145] | | | | | $ | [removed: 406,122] [added: 632,994] | |

| Diluted earnings per common share | | | $ | [removed: 13.31] [added: 21.52] | | | | | $ | [removed: 8.10] [added: 13.31] | |

Revenues of [removed: $12.58] [added: $14.57] billion for the year ended December 31, [removed: 2023] [added: 2024] set a new annual record for the Company and represent an increase of [removed: 13.6%] [added: 15.8%] from revenues of [removed: $11.08] [added: $12.58] billion for the year ended December 31, [removed: 2022.][added: 2023.]

Demand for our services continues to be strong across [removed: the majority] [added: most] of the market sectors we serve and, as described in further detail below, we experienced revenue growth within [removed: all] [added: the majority] of our reportable [removed: segments except for our United Kingdom building services segment.][added: segments.]

Operating income for [removed: 2023] [added: 2024] was [removed: $875.8] [added: $1,344.9] million, or [removed: 7.0%] [added: 9.2%] of revenues, establishing new annual records for the Company with respect to both operating income and operating margin.

This compares to operating income of [removed: $564.9] [added: $875.8] million, or [removed: 5.1%] [added: 7.0%] of revenues, in [removed: 2022.][added: 2023.]

The [removed: $310.9] [added: $469.1] million increase in operating income, and corresponding [removed: 190] [added: 220] basis point [removed: improvement] [added: expansion] in operating margin, were [added: predominantly] a result of improved operating performance [removed: across all of our reportable segments other than] [added: within] our United [removed: Kingdom building services segment.][added: States construction segments, as described in further detail below.]

As described in [removed: further] [added: more] detail below, these [removed: improvements] [added: increases] in profitability were predominantly a result [removed: of: (a) better project execution and productivity, (b) a more favorable mix] of [removed: work, (c) the successful close-out of several projects and resolution of certain disputes] [added: improved operating performance] within our United States construction segments, [removed: and (d)] [added: due to] a [removed: reduction in the price] [added: more favorable mix] of [removed: certain commodities] [added: work] and [removed: materials utilized] [added: better project execution, including enhanced productivity, due] in [removed: our operations.][added: part to investments in virtual design and construction, prefabrication, and automation.]

Net income of [removed: $633.0] [added: $1,007.1] million, or [removed: $13.31] [added: $21.52] per diluted share, for the year ended December 31, [removed: 2023,] [added: 2024,] compares favorably to 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.]

[removed: In addition to the increase in operating income referenced above,] [added: Further,] our diluted earnings per share for [removed: 2023 benefited from] [added: the year ended December 31, 2024 was positively impacted by] a reduced weighted average share count [removed: given the impact of] [added: due to] common stock repurchases made by us throughout [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

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: 2023] [added: 2024] and [removed: 2022] [added: 2023] (in thousands, except for percentages):

| | | | [removed: 2023] [added: 2024] | | | | | | % of Total | | | | | | [removed: 2022] [added: 2023] | | | | | | % of Total | | |

| United States electrical construction and facilities services | | | $ | [removed: 2,783,723] [added: 3,342,927] | | | | | [removed: 22] [added: 23] | | % | | | | $ | [removed: 2,433,114] [added: 2,783,723] | | | | | 22 | | % |

| United States mechanical construction and facilities services | | | [removed: 5,074,803] [added: 6,405,657] | | | | | | [removed: 41] [added: 44] | | % | | | | [removed: 4,292,208] [added: 5,074,803] | | | | | | [removed: 39] [added: 41] | | % |

| United States building services | | | [removed: 3,120,134] [added: 3,114,817] | | | | | | [removed: 25] [added: 21] | | % | | | | [removed: 2,754,953] [added: 3,120,134] | | | | | | 25 | | % |

| United States industrial services | | | [removed: 1,167,790] [added: 1,277,190] | | | | | | 9 | | % | | | | [removed: 1,118,767] [added: 1,167,790] | | | | | | [removed: 10] [added: 9] | | % |

| Total United States operations | | | [removed: 12,146,450] [added: 14,140,591] | | | | | | 97 | | % | | | | [removed: 10,599,042] [added: 12,146,450] | | | | | | [removed: 96] [added: 97] | | % |

| United Kingdom building services | | | [removed: 436,423] [added: 425,525] | | | | | | 3 | | % | | | | [removed: 477,078] [added: 436,423] | | | | | | [removed: 4] [added: 3] | | % |

As a result of strong demand for our services across [removed: the majority] [added: most] of the market sectors we serve, revenues for the year ended December 31, [removed: 2023] [added: 2024] increased to [removed: $12.58] [added: $14.57] billion compared to revenues of [removed: $11.08] [added: $12.58] billion for the year ended December 31, [removed: 2022.][added: 2023.]

As described in more detail below, we experienced increases in revenues from [removed: all] [added: the majority] of our reportable [removed: segments, except for our United Kingdom building services segment.][added: segments.]

Revenues of our United States electrical construction and facilities services segment were [removed: $2,783.7] [added: $3,342.9] million for the year ended December 31, [removed: 2023] [added: 2024, a $559.2 million increase] compared to revenues of [removed: $2,433.1] [added: $2,783.7] million for the year ended December 31, [removed: 2022.][added: 2023.]

This segment’s results included [removed: $88.5] [added: $172.5] million of incremental acquisition revenues for the year ended December 31, [removed: 2023.][added: 2024.]

Our United States mechanical construction and facilities services segment revenues for the year ended December 31, [removed: 2023] [added: 2024] were [removed: $5,074.8] [added: $6,405.7] million, a [removed: $782.6] [added: $1,330.9] million increase compared to revenues of [removed: $4,292.2] [added: $5,074.8] million for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: The year-over-year increase] [added: This segment experienced notable increases] in [removed: this segment’s] revenues [removed: was primarily attributable to revenue growth] within: (a) the high-tech manufacturing market sector, as a result of [removed: increased] [added: stronger] demand for our mechanical construction and/or fire protection services by certain customers: (i) engaged in either the design and manufacturing of semiconductors or the production and development of electric vehicles and/or lithium [removed: batteries,] [added: batteries] and (ii) within the biotech, life-sciences, and pharmaceutical industries, (b) the network and communications market sector, due to increased data center project [removed: activity,] [added: activity as this segment benefited from the same market demand described above within our United States electrical construction] and [added: facilities services segment,] (c) the [added: institutional market sector, given several public sector or university projects which were active during 2024, (d) the] manufacturing and industrial market [removed: sector, due in part to continued] [added: sector largely as a result of the] re-shoring of critical supply chain by certain of our [removed: customers.][added: customers, (e) the water and wastewater market sector, driven by several projects within the Southeast region of the United States, and (f) the healthcare market sector, due to an increase in projects throughout several of the regions in which we operate.]

Revenues of our United States building services segment were [removed: $3,120.1] [added: $3,114.8] million [removed: and $2,755.0] [added: for the year ended December 31, 2024 compared to $3,120.1] million for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

[removed: Excluding incremental acquisition contribution of $18.6 million, the $346.6 million increase in] [added: With respect to] this segment’s [removed: revenues was primarily attributable to its] mechanical services division, [removed: due to increased:] [added: revenue growth was experienced from:] (a) HVAC project and retrofit work, as a result of greater: (i) project execution stemming from the increased availability of materials and equipment when compared to the prior year, which experienced greater supply chain disruptions and delays, and (ii) demand for system upgrades and replacements, partially as our customers continue to seek ways to improve the energy efficiency or indoor air quality of their facilities, (b) service repair and maintenance volumes, given growth in our service contract base, and (c) building automation and controls projects, as we continue to expand our service [removed: offerings.][added: offerings in this area.]

[removed: Such increased] [added: The decrease in this segment’s] revenues [removed: were despite] [added: for 2024 was primarily a result of] the loss of certain facilities maintenance contracts not renewed pursuant to rebid.

Revenues of our United States industrial services segment for the year ended December 31, [removed: 2023] [added: 2024] were [removed: $1,167.8] [added: $1,277.2] million, a [removed: $49.0] [added: $109.4] million increase compared to revenues of [removed: $1,118.8] [added: $1,167.8] million for the year ended December 31, [removed: 2022.][added: 2023.]

Our United Kingdom building services segment revenues were [removed: $436.4] [added: $425.5] million for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $477.1] [added: $436.4] million for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: Favorable] [added: Revenues of this segment for 2024 were positively impacted by $11.4 million as a result of favorable] exchange rate movements for the British pound versus the United States [removed: dollar positively impacted this segment’s 2023 revenues by $2.6 million.][added: dollar.]

The following table presents cost of sales, gross profit (revenues less cost of sales), and gross profit as a percentage of revenues (“gross profit margin”) for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] (in thousands, except for percentages):

2024 versus 2023

| | | | 2024 | | | | | | 2023 | | |

Revenues for the year ended December 31, 2024 included incremental acquisition contribution of approximately $251.5 million.

Operating income for the year ended December 31, 2024 included incremental acquisition contribution of $13.4 million, net of amortization expense attributable to identifiable intangible assets of $15.3 million.

While the majority of the increase in our net income and diluted earnings per share was a result of the increased operating income referenced above, these amounts additionally benefited from greater interest income and a reduction in interest expense in 2024.

For further discussion regarding our acquisitions, refer to Note 4 - Acquisitions of Businesses of the notes to consolidated financial statements included in Item 8.

During 2024, we acquired seven companies for upfront consideration of $231.1 million, inclusive of customary working capital adjustments.

These acquisitions are comprised of: (a) an electrical contractor in the Southeast region of the United States, that has been included in our United States electrical construction and facilities services segment, (b) two companies that have been included within our United States mechanical construction and facilities services segment, including: (i) a leading plumbing services provider in the Southeast region of the United States and (ii) a full service provider of mechanical construction and maintenance services in Central Texas, (c) three companies that have been included in our United States building services segment, including: (i) a provider of building automation and controls solutions in the Northeast region of the United States, (ii) a mechanical services company in the Western region of the United States, and (iii) a mechanical services company in the Eastern region of the United States, and (d) an instrumentation and electrical contractor, that has been included in our United States industrial services segment, which provides electrical, automation, digital integration, and fabrication services to various energy sector and process equipment customers.

| Consolidated revenues | | | $ | 14,566,116 | | | | | 100 | | % | | | | $ | 12,582,873 | | | | | 100 | | % |

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Additionally, revenues for 2024 included incremental acquisition contribution of approximately $251.5 million.

This segment’s results for 2024 included $2.7 million of incremental acquisition revenues.

Excluding the impact of acquisitions, the increase in this segment’s revenues was primarily a result of growth within the network and communications market sector, predominantly due to data center construction projects.

Increased demand for cloud computing and data storage, driven in part by the emergence of artificial intelligence, has resulted in a greater number of project opportunities for us in several of the geographies in which we operate.

In addition, this segment benefited from revenue growth within a number of the other market sectors we serve, such as: (a) the high-tech manufacturing market sector, inclusive of construction projects for customers engaged in the design and manufacturing of semiconductors, (b) the manufacturing and industrial market sector, driven by increased activity with various energy sector customers, (c) the transportation market sector, due to certain infrastructure projects currently underway, and (d) the institutional market sector, given increased project revenues from certain schools and universities.

These increases were partially offset by a reduction in revenues within the commercial market sector due in part to reduced demand across the commercial real estate industry.

Excluding the impact of acquisitions, the increase in this segment’s revenues was attributable to revenue growth within the majority of the market sectors in which we operate, as well as greater levels of service work.

Partially offsetting these increases was a reduction in revenues within the commercial market sector, largely as a result of the completion of various warehouse and distribution projects, that were active in 2023.

Excluding incremental acquisition contribution of $31.0 million, this segment’s revenues decreased by $36.3 million as the strength of its mechanical services division was more than offset by revenue declines within its commercial site-based services and government site-based services divisions due to the loss of certain facilities maintenance contracts not renewed pursuant to rebid.

This segment’s results included $45.3 million of incremental revenues from an acquired company.

Excluding such acquisition contribution, the increase in this segment’s revenues resulted from greater demand, including turnarounds of a larger size and scope growth on certain projects, in its field services division.

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| | | | 2024 | | | | | | 2023 | | |

| Gross profit | | | $ | 2,765,051 | | | | | $ | 2,089,339 | |

| | | | 2024 | | | | | | 2023 | | |

| Consolidated operating income | | | 1,344,863 | | | | | | 9.2 | | % | | | | 875,756 | | | | | | 7.0 | | % |

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Operating income for 2024 included incremental acquisition contribution of $13.4 million net of amortization expense attributable to identifiable intangible assets of $15.3 million.

While the most significant increase in gross profit was experienced within the network and communications market sector, this segment additionally benefited from greater gross profit recognized on projects within the manufacturing and industrial, transportation, institutional, and high-tech manufacturing market sectors.

This segment’s operating income for 2024 included incremental acquisition contribution of $14.4 million net of amortization expense attributable to identifiable intangible assets of $10.3 million.

While the most significant increases in gross profit were seen within the above referenced market sectors, this segment also experienced increases in gross profit across all of the other market sectors in which we operate, with notable increases generated within institutional, manufacturing and industrial, and commercial.

Increased gross profit from this segment’s mechanical services division, due primarily to greater profitability across its portfolio of HVAC and building automation and controls projects and retrofits, was partially offset by reductions in gross profit from its commercial site-based services and government site-based services divisions, given the loss of certain facilities maintenance contracts not renewed pursuant to rebid.

In addition, operating income and operating margin for the year ended December 31, 2024 were negatively impacted by an $11.0 million reserve recorded during the first quarter for a specific customer bankruptcy within this segment’s commercial site-based services division.

Such reserve negatively impacted the operating margin of this segment for 2024 by approximately 30 basis points.

The increase in operating margin of this segment was attributable to the increased gross profit margin within the shop services division.

The decrease in operating income and operating margin was due to a decline in gross profit and gross profit margin.

In addition to the impact of lower facilities maintenance revenues, gross profit and gross profit margin were negatively affected by a less favorable mix of work when compared to the prior year, which included a greater number of higher margin projects.

The increase in corporate expenses was primarily due to: (a) greater employment compensation and related costs, including salaries and benefits, incentive compensation, and share-based compensation, (b) certain severance expenses which were recorded during the first quarter of the year, and (c) higher computer hardware and software costs, due to various information technology and cybersecurity initiatives currently in process.

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The year-over-year decrease in interest expense was a result of the repayment, in December of 2023, of all previously outstanding direct borrowings under our credit facility.

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 segment due to changes in our internal reporting structure aimed at realigning our service offerings.

Market Update

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, elevated interest rates, and skilled labor shortages in certain regions.

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.

Although improved from 2022, we 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 additionally resulted in us funding purchases at earlier stages of project progression, or in advance of project commencement.

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.

Further, in an effort to mitigate inflation, the Federal Reserve Board increased the federal funds rate throughout 2022 and into 2023.

Our management teams continue to adapt to the challenges of the current operating environment in order to manage our business more effectively through diligent contract negotiations, enhanced labor planning and project scheduling, and increased supplier engagement.

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.

While we believe the actions we have taken continue to be effective, as evidenced in part by our operating performance 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 term or result in our customers seeking to delay or terminate existing or pending agreements.

Lastly, the current interest rate environment may cause a decline in capital or maintenance spending of our customers or prospective customers, particularly as it pertains to short duration project work.

Any of these events could 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.

| Total operations | | | $ | 12,582,873 | | | | | 100 | | % | | | | $ | 11,076,120 | | | | | 100 | | % |

Companies acquired in 2023 and 2022 generated incremental revenues of $107.1 million in 2023.

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.

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.

In addition to these increases in employment costs, our SG&A for 2023 included incremental: (a) computer hardware and software costs, as a result of various information technology and cybersecurity initiatives currently in process, (b) travel and entertainment expenses, and (c) rent and other occupancy costs driven by: (i) the expansion or addition of certain fabrication facilities, which support our operations, and (ii) the impact of inflation on the real estate market.

| Total operations | | | 875,756 | | | | | | 7.0 | | % | | | | 564,877 | | | | | | 5.1 | | % |

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 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.

While these reductions in estimated project profitability negatively affected operating margin of this segment by 40 basis points for 2023, the impact in 2022 was 140 basis points.

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.

Operating income and operating margin of this segment were also favorably impacted as a result of the successful close-out of certain projects during 2023 and improved productivity, due in part to investments in building information modeling, prefabrication, and digital tools.

Similar to our United States electrical construction and facilities services segment, the results of this segment in the prior year were negatively impacted by external market conditions, which manifested themselves through price escalations, particularly for materials and commodities, such as copper and steel, that are used in our mechanical and fire protection operations.

Although there remains volatility in the pricing of these commodities, more favorable pricing year-over-year has resulted in improved profitability of this segment during 2023.

Increased gross profit and gross profit margin of this segment were partially offset by higher selling, general and administrative expenses and a slight increase in SG&A margin, given greater: (a) incentive compensation expense, due to improved operating results for certain of the operating subsidiaries within this segment, and (b) salaries and related employment costs, largely as a result of additional headcount to support current and anticipated organic revenue growth.

The $36.4 million increase in operating income and the 60 basis point increase in operating margin for 2023 was almost entirely attributable to this segment’s mechanical services division, as a result of greater gross profit and gross profit margin across all of its service lines, with the largest incremental contribution from projects and retrofits as well as building automation and controls.

These improvements were due in part to favorable project execution, greater absorption of indirect costs, and favorable contractual terms.

Operating performance of this segment continues to improve steadily and we are beginning to experience better pricing, most notably within the shop services division.

We have not used any derivative financial instruments during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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 [added: any] borrowings under our revolving credit [removed: facility.][added: facility, which bear interest at variable rates.]

We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately [removed: 13,800] [added: 14,000] vehicles.

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Although the Federal Reserve Board began to decrease the federal funds rate in 2024 after increases in 2022 and much of 2023, the pace and extent of additional decreases are uncertain.

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

Borrowings under such facility bear interest at variable rates and, as a result of the actions referenced above, such rates have increased throughout 2022 and 2023.

Refer to Item 7.

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

In [removed: 2023,] [added: 2024,] we had revenues of approximately [removed: $12.6] [added: $14.6] billion.

Of our [removed: 2023] [added: 2024] revenues, approximately 97% were generated in the United States and approximately 3% were generated in foreign countries, substantially all in the United Kingdom.

In [removed: 2023,] [added: 2024,] we derived approximately [removed: 63%] [added: 67%] of our revenues from our construction operations, approximately [removed: 28%] [added: 24%] of our revenues from our building services operations, and approximately 9% of our revenues from our industrial services operations.

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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, all of which have been bolstered by certain government incentives.][added: States.]

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

Our United States electrical and mechanical construction operations accounted for approximately [removed: 63%] [added: 67%] of our [removed: 2023] [added: 2024] total revenues.

Of such revenues, approximately [removed: 35%] [added: 34%] were generated by our electrical construction operations and approximately [removed: 65%] [added: 66%] were generated by our mechanical construction operations.

Our largest projects [removed: typically] include those within: (a) the [removed: commercial market sector (including warehousing and distribution facilities, office or mixed-use buildings, and shopping malls); (b) the] network and communications market sector (including data centers, data and fiber projects, and cabling); [added: (b) the high-tech manufacturing market sector (including semiconductor, biotech, life-sciences, and pharmaceutical facilities, as well as projects across the electric vehicle value chain);] (c) the [added: commercial market sector (including warehousing and distribution facilities and office or mixed-use buildings); (d) the] manufacturing and industrial market sector (including steel, pulp and paper mills, food processing and traditional automotive manufacturing facilities, power generation (including sustainable energy solutions such as solar and wind), oil and gas refineries, and chemical processing plants); [removed: (d) the high-tech manufacturing market sector (including semiconductor, biotech, life-sciences, and pharmaceutical facilities, as well as projects across the electric vehicle value chain);] (e) the healthcare market sector (including hospitals, surgical centers, rehabilitation and nursing facilities, and medical offices); (f) the institutional market sector (including educational and correctional facilities and research laboratories); (g) the water and wastewater market sector; (h) the transportation market sector (including highways, bridges, airports, and transit systems); and (i) the hospitality and entertainment market sector (including resorts, hotels, gaming 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: 45%] [added: 54%] of our electrical and mechanical construction services revenues in [removed: 2023.][added: 2024.]

Our projects of less than $10 million accounted for approximately [removed: 55%] [added: 46%] of our electrical and mechanical construction services revenues in [removed: 2023.][added: 2024.]

- Energy efficiency retrofit services, including HVAC, lighting, water, weatherization, and air flow management [removed: solutions:][added: solutions;]

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

Our building services operations, which generated approximately [removed: 28%] [added: 24%] of our [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] approximately 88% were generated in the United States and approximately 12% were generated in the United Kingdom.

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

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 Departments of Transportation, Education, Health and Human Services, Energy, and Homeland Security, as well as other government [removed: facilities, including the NASA Jet Propulsion Laboratory.][added: facilities.]

- [removed: Instrumentation] [added: Instrumentation, controls,] and electrical services for energy infrastructure;

Our industrial services business, which generated approximately 9% of our [removed: 2023] [added: 2024] total revenues, is a recognized leader in the refinery turnaround market and has a presence in the petrochemical [removed: market.][added: and upstream markets.]

Such services include: (a) engineering and planning in advance of complex refinery 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) [removed: instrumentation] [added: instrumentation, controls,] 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: beginning to leverage] [added: leveraging] 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., [added: Everus Construction Group, Inc.,] IES Holdings, Inc., MasTec, Inc., MYR Group Inc., [added: Quanta Services, 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; (j) adequate working capital or access to bank credit; and (k) the use of technology such as [added: virtual design construction (“VDC”),] building information modeling [removed: (BIM).][added: (“BIM”), robotics, and automation.]

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

While the building services industry is also highly fragmented, with most competitors operating in a specific geographic region, a number of large corporations such as Amentum Services, Inc., IAP Worldwide Services, Inc., Fluor Corporation, [removed: J&J Worldwide Services,] Cushman & Wakefield plc, CBRE Group, Inc., Jones Lang LaSalle Incorporated, Sodexo, Inc., Aramark, and ABM Industries Incorporated are engaged in this field, as are large original equipment manufacturers such as Carrier Global Corporation and Trane Technologies plc.

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

At December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 38,300] [added: 40,400] people, approximately [removed: 35,000] [added: 37,500] of whom were located within the United States and approximately [removed: 3,300] [added: 2,900] of whom were located in the United Kingdom.

| White | | | [removed: 69] [added: 66] | | % |

| Hispanic / Latino | | | [removed: 18] [added: 21] | | % |

Approximately [removed: 60%] [added: 63%] of our employees are represented by various unions pursuant to [removed: nearly 450] [added: approximately 425] 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.

During a year in which our people worked over [removed: 80] [added: 89] million hours, the Company’s Total Recordable Incident Rate in [removed: 2023] [added: 2024] was just under [removed: 1.2,] [added: 1.0,] which was approximately [removed: 50%] [added: 60%] lower than the U.S. Bureau of Labor Statistics’ most recently available industry average of 2.4 for NAICS Code 2382, Building Equipment Contractors.

This represents our [removed: fifteenth] [added: sixteenth] consecutive year with a Total Recordable Incident Rate which was less than half the industry average.

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- Electrical panel design, fabrication, and installation;

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*Mutual Respect and Trust*

In our workplace, we seek to foster a welcoming environment that reflects our EMCOR Values, including Mutual Respect and Trust.

We believe that a workforce, executive management team, and Board of Directors representing a broad array of experience, perspectives, background, and personal characteristics, are important to our future success.

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*A Diverse and Inclusive Workplace*

We believe that a diverse and inclusive workforce is important to the long-term success of our business.

We actively seek to increase the diversity of our workforce and to practice our commitment to diversity and inclusion in hiring, development, and training, embracing diversity of experience, background, and personal characteristics.

This extends to our senior leadership and Board of Directors, where we require that any slate of recruited candidates for a named executive officer or other corporate officer position, and new management-supported director nominees, include a diverse group of individuals.

We have also designed and implemented policies and practices to promote a workplace free from discrimination, including our Affirmative Action and Equal Opportunity Policy, the implementation, effectiveness, and reporting requirements of which are overseen by our designated Affirmative Action Officer.

In furtherance of our EMCOR Values, all EMCOR employees are required to complete inclusive workplace training, and our current and future leaders undergo implicit association training.

The information required by this Item is incorporated by reference from Note 15 - Commitments and Contingencies of the notes to consolidated financial statements included in Item 8.

Financial Statements and Supplementary Data.

We are involved in several legal proceedings in which damages and claims have been asserted against us.

We believe that we have a number of valid defenses to such proceedings and claims and intend to vigorously defend ourselves.

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

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

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

Significant judgment is required in these determinations.

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

Additional claims may be asserted against us in the future.

Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance.

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

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For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $5,900,000,000] [added: $10,817,000,000] 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: 22, 2024: 47,064,926] [added: 24, 2025: 45,472,621] shares.

Portions of the definitive proxy statement for the [removed: 2024] [added: 2025] 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](#i5b93746942b5441a93c12246ba215868_22)] [added: [Business](#iff155233dd944a23b1f9264cd2aff3a6_22)] | | | [removed: [1](#i5b93746942b5441a93c12246ba215868_22)] [added: [1](#iff155233dd944a23b1f9264cd2aff3a6_22)] | | |

| | | | [Human [removed: Capital](#i5b93746942b5441a93c12246ba215868_34)] [added: Capital](#iff155233dd944a23b1f9264cd2aff3a6_34)] | | | [removed: [5](#i5b93746942b5441a93c12246ba215868_34)] [added: [5](#iff155233dd944a23b1f9264cd2aff3a6_34)] | | |

| | | | [Available [removed: Information](#i5b93746942b5441a93c12246ba215868_37)] [added: Information](#iff155233dd944a23b1f9264cd2aff3a6_37)] | | | [removed: [7](#i5b93746942b5441a93c12246ba215868_37)] [added: [7](#iff155233dd944a23b1f9264cd2aff3a6_37)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5b93746942b5441a93c12246ba215868_40)] [added: Factors](#iff155233dd944a23b1f9264cd2aff3a6_40)] | | | [removed: [8](#i5b93746942b5441a93c12246ba215868_40)] [added: [8](#iff155233dd944a23b1f9264cd2aff3a6_40)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5b93746942b5441a93c12246ba215868_43)] [added: Comments](#iff155233dd944a23b1f9264cd2aff3a6_43)] | | | [removed: [19](#i5b93746942b5441a93c12246ba215868_43)] [added: [19](#iff155233dd944a23b1f9264cd2aff3a6_43)] | | |

| Item 2. | | | [removed: [Properties](#i5b93746942b5441a93c12246ba215868_46)] [added: [Properties](#iff155233dd944a23b1f9264cd2aff3a6_49)] | | | [removed: [20](#i5b93746942b5441a93c12246ba215868_46)] [added: [20](#iff155233dd944a23b1f9264cd2aff3a6_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5b93746942b5441a93c12246ba215868_49)] [added: Proceedings](#iff155233dd944a23b1f9264cd2aff3a6_52)] | | | [removed: [20](#i5b93746942b5441a93c12246ba215868_49)] [added: [20](#iff155233dd944a23b1f9264cd2aff3a6_52)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5b93746942b5441a93c12246ba215868_52)] [added: Disclosures](#iff155233dd944a23b1f9264cd2aff3a6_55)] | | | [removed: [20](#i5b93746942b5441a93c12246ba215868_52)] [added: [20](#iff155233dd944a23b1f9264cd2aff3a6_55)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i5b93746942b5441a93c12246ba215868_55)] [added: Registrant](#iff155233dd944a23b1f9264cd2aff3a6_58)] | | | [removed: [21](#i5b93746942b5441a93c12246ba215868_55)] [added: [21](#iff155233dd944a23b1f9264cd2aff3a6_58)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5b93746942b5441a93c12246ba215868_61)] [added: Securities](#iff155233dd944a23b1f9264cd2aff3a6_64)] | | | [removed: [22](#i5b93746942b5441a93c12246ba215868_61)] [added: [22](#iff155233dd944a23b1f9264cd2aff3a6_64)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i5b93746942b5441a93c12246ba215868_64)] [added: [\[Reserved\]](#iff155233dd944a23b1f9264cd2aff3a6_67)] | | | [removed: [22](#i5b93746942b5441a93c12246ba215868_64)] [added: [22](#iff155233dd944a23b1f9264cd2aff3a6_67)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5b93746942b5441a93c12246ba215868_67)] [added: Operations](#iff155233dd944a23b1f9264cd2aff3a6_70)] | | | [removed: [23](#i5b93746942b5441a93c12246ba215868_67)] [added: [23](#iff155233dd944a23b1f9264cd2aff3a6_70)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i5b93746942b5441a93c12246ba215868_88)] [added: Risk](#iff155233dd944a23b1f9264cd2aff3a6_91)] | | | [removed: [37](#i5b93746942b5441a93c12246ba215868_88)] [added: [36](#iff155233dd944a23b1f9264cd2aff3a6_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5b93746942b5441a93c12246ba215868_91)] [added: Data](#iff155233dd944a23b1f9264cd2aff3a6_94)] | | | [removed: [38](#i5b93746942b5441a93c12246ba215868_91)] [added: [37](#iff155233dd944a23b1f9264cd2aff3a6_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5b93746942b5441a93c12246ba215868_178)] [added: Disclosure](#iff155233dd944a23b1f9264cd2aff3a6_184)] | | | [removed: [83](#i5b93746942b5441a93c12246ba215868_178)] [added: [81](#iff155233dd944a23b1f9264cd2aff3a6_184)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5b93746942b5441a93c12246ba215868_181)] [added: Procedures](#iff155233dd944a23b1f9264cd2aff3a6_187)] | | | [removed: [83](#i5b93746942b5441a93c12246ba215868_181)] [added: [81](#iff155233dd944a23b1f9264cd2aff3a6_187)] | | |

| Item 9B. | | | [Other [removed: Information](#i5b93746942b5441a93c12246ba215868_184)] [added: Information](#iff155233dd944a23b1f9264cd2aff3a6_190)] | | | [removed: [83](#i5b93746942b5441a93c12246ba215868_184)] [added: [81](#iff155233dd944a23b1f9264cd2aff3a6_190)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5b93746942b5441a93c12246ba215868_187)] [added: Inspections](#iff155233dd944a23b1f9264cd2aff3a6_193)] | | | [removed: [83](#i5b93746942b5441a93c12246ba215868_187)] [added: [81](#iff155233dd944a23b1f9264cd2aff3a6_193)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5b93746942b5441a93c12246ba215868_193)] [added: Governance](#iff155233dd944a23b1f9264cd2aff3a6_199)] | | | [removed: [84](#i5b93746942b5441a93c12246ba215868_193)] [added: [82](#iff155233dd944a23b1f9264cd2aff3a6_199)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5b93746942b5441a93c12246ba215868_196)] [added: Compensation](#iff155233dd944a23b1f9264cd2aff3a6_202)] | | | [removed: [84](#i5b93746942b5441a93c12246ba215868_196)] [added: [82](#iff155233dd944a23b1f9264cd2aff3a6_202)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5b93746942b5441a93c12246ba215868_199)] [added: Matters](#iff155233dd944a23b1f9264cd2aff3a6_205)] | | | [removed: [84](#i5b93746942b5441a93c12246ba215868_199)] [added: [82](#iff155233dd944a23b1f9264cd2aff3a6_205)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5b93746942b5441a93c12246ba215868_202)] [added: Independence](#iff155233dd944a23b1f9264cd2aff3a6_208)] | | | [removed: [84](#i5b93746942b5441a93c12246ba215868_202)] [added: [82](#iff155233dd944a23b1f9264cd2aff3a6_208)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5b93746942b5441a93c12246ba215868_205)] [added: Services](#iff155233dd944a23b1f9264cd2aff3a6_211)] | | | [removed: [84](#i5b93746942b5441a93c12246ba215868_205)] [added: [82](#iff155233dd944a23b1f9264cd2aff3a6_211)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5b93746942b5441a93c12246ba215868_211)] [added: Schedules](#iff155233dd944a23b1f9264cd2aff3a6_217)] | | | [removed: [85](#i5b93746942b5441a93c12246ba215868_211)] [added: [83](#iff155233dd944a23b1f9264cd2aff3a6_217)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5b93746942b5441a93c12246ba215868_217)] [added: Summary](#iff155233dd944a23b1f9264cd2aff3a6_223)] | | | [removed: [89](#i5b93746942b5441a93c12246ba215868_217)] [added: [86](#iff155233dd944a23b1f9264cd2aff3a6_223)] | | |

- domestic and international political [removed: developments;][added: developments and/or conflicts;]

- adverse business conditions, including [added: the continued strength or weakness of the sectors from which we generate revenues,] scarcity of skilled labor, productivity challenges, the nature and extent of supply chain disruptions impacting availability and pricing of materials, and inflationary trends more generally, including fluctuations in energy costs;

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| [PART I](#iff155233dd944a23b1f9264cd2aff3a6_19) | | | | | | | | |

| | | | [Overview](#iff155233dd944a23b1f9264cd2aff3a6_25) | | | [1](#iff155233dd944a23b1f9264cd2aff3a6_25) | | |

| | | | [Operations](#iff155233dd944a23b1f9264cd2aff3a6_28) | | | [2](#iff155233dd944a23b1f9264cd2aff3a6_28) | | |

| | | | [Competition](#iff155233dd944a23b1f9264cd2aff3a6_31) | | | [5](#iff155233dd944a23b1f9264cd2aff3a6_31) | | |

| Item 1C. | | | [Cybersecurity](#iff155233dd944a23b1f9264cd2aff3a6_46) | | | [19](#iff155233dd944a23b1f9264cd2aff3a6_46) | | |

| [PART II](#iff155233dd944a23b1f9264cd2aff3a6_61) | | | | | | | | |

| [PART III](#iff155233dd944a23b1f9264cd2aff3a6_196) | | | | | | | | |

| [PART IV](#iff155233dd944a23b1f9264cd2aff3a6_214) | | | | | | | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

- changes in foreign trade policy, including the effect of tariffs;

- the impact of legal proceedings, claims, lawsuits, or governmental investigations;

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_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) | | | | | | | | |

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

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

As of the date of this report, we have not experienced a cybersecurity incident that resulted [removed: in] [added: in, or is reasonably likely to result in,] a material effect on our business strategy, results of operations, or financial condition.

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

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

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

Guzzi, Age [removed: 59;] [added: 60;] President since October 2004, Chief Executive Officer since January 2011 and Chairman of the Board since June 2018.

[removed: Pompa,] [added: Nalbandian,] Age [removed: 59; Executive Vice President and] [added: 37;] Chief Financial Officer of the Company since April [removed: 2006] [added: 2024] and [removed: Treasurer] [added: Senior Vice President and Chief Accounting Officer] of the Company [removed: from October 2019 to June 2020.][added: since January 2022.]

Mauricio, Age [removed: 52;] [added: 53;] General Counsel and Secretary of the Company since January 2016, Executive Vice President since February 2021, and Chief Administrative Officer since December 2023.

Jason R.

From February 2019 to January 2022, Mr. Nalbandian served as Controller of the Company and was Assistant Controller of the Company from January 2017 to February 2019.

Mr. Nalbandian joined the Company in May 2014 as Director of Accounting and Analysis.

Prior to joining EMCOR, he worked in the assurance practice of Ernst & Young LLP.

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

Mark A.

From June 2003 to April 2006, Mr. Pompa was Senior Vice President-Chief Accounting Officer of the Company, and from June 2003 to January 2007, Mr. Pompa also served as Treasurer of the Company.

From September 1994 to June 2003, Mr. Pompa was Vice President and Controller of the Company.

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.

R.

Kevin Matz, Age 65; Executive Vice President-Shared Services of the Company since December 2007 and Senior Vice President-Shared Services from June 2003 to December 2007.

From April 1996 to June 2003, Mr. Matz served as Vice President and Treasurer of the Company and Staff Vice President-Financial Services of the Company from March 1993 to April 1996.

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.

*Holders.* As of February [removed: 22, 2024,] [added: 24, 2025,] there were approximately [removed: 585] [added: 1,300] stockholders of record.

We currently pay a regular quarterly dividend of [removed: $0.18] [added: $0.25] per share.

The following table summarizes repurchases of our common stock made by us during the quarter ended December 31, [removed: 2023:][added: 2024:]

| Period | | | Total Number of Shares Purchased (1) (2) | | | Average Price Paid Per Share (3) | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | 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 | | |

Subsequently, the Board has from time to time increased the amount [removed: of our common stock that we may repurchase] [added: authorized for repurchases] under such program.

Since the inception of the repurchase program, [added: through December 31, 2024,] the Board has authorized us to repurchase up to [removed: $2.15] [added: $2.65] billion of our outstanding common stock.

As of December 31, [removed: 2023,] [added: 2024,] there remained authorization for us to repurchase approximately [removed: $261.1] [added: $259.5] million of our shares.

(2) Excludes [removed: 3,333] [added: 7,111] 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, 2024 to October 31, 2024 | | | — | | | — | | | — | | | $351,825,754 | | |

| November 1, 2024 to November 30, 2024 | | | 65,315 | | | $455.43 | | | 65,315 | | | $321,792,898 | | |

| December 1, 2024 to December 31, 2024 | | | 132,265 | | | $466.69 | | | 132,265 | | | $259,481,704 | | |

| Total | | | 197,580 | | | $462.97 | | | 197,580 | | | | | |

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

| 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 | | | | | |

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 789,750] [added: 1,339,550] | | | | | $ | [removed: 456,439] [added: 789,750] | |

| Accounts receivable, less allowance for credit losses of [removed: $22,502] [added: $34,957] and [removed: $22,382,] [added: $22,502,] respectively | | | [removed: 3,203,490] [added: 3,577,537] | | | | | | [removed: 2,567,371] [added: 3,203,490] | | |

| Contract assets | | | [removed: 269,885] [added: 284,791] | | | | | | [removed: 273,176] [added: 269,885] | | |

| Inventories | | | [removed: 110,774] [added: 95,667] | | | | | | [removed: 85,641] [added: 110,774] | | |

| Prepaid expenses and other | | | [removed: 73,072] [added: 91,644] | | | | | | [removed: 79,346] [added: 73,072] | | |

| Total current assets | | | [removed: 4,446,971] [added: 5,389,189] | | | | | | [removed: 3,461,973] [added: 4,446,971] | | |

| Property, plant, and equipment, net | | | [removed: 179,378] [added: 207,489] | | | | | | [removed: 157,819] [added: 179,378] | | |

| Operating lease right-of-use assets | | | [removed: 310,498] [added: 316,128] | | | | | | [removed: 268,063] [added: 310,498] | | |

| Goodwill | | | [removed: 956,549] [added: 1,018,415] | | | | | | [removed: 919,151] [added: 956,549] | | |

| Identifiable intangible assets, net | | | [removed: 586,032] [added: 648,180] | | | | | | [removed: 593,975] [added: 586,032] | | |

| Other assets | | | [removed: 130,293] [added: 137,072] | | | | | | [removed: 123,626] [added: 130,293] | | |

| [removed: Total assets] [added: Total assets] | | | $ | [added: 7,716,473 | | | | | $ |] 6,609,721 | | | | | $ | 5,524,607 | |

| Accounts payable | | | [removed: 935,967] [added: $] | [added: 937,087] | | | | | [removed: 849,284] [added: $] | [added: 935,967] | |

| Contract liabilities | | | [removed: 1,595,109] [added: 2,047,540] | | | | | | [removed: 1,098,263] [added: 1,595,109] | | |

| Accrued payroll and benefits | | | [removed: 596,936] [added: 751,434] | | | | | | [removed: 465,000] [added: 596,936] | | |

| [added: Finance | | | | | |] Other accrued expenses and liabilities | | | [removed: 312,642] | | | | | | [removed: 258,190] [added: 2,246] | | | [added: | | | 2,465 | | |]

| Operating lease liabilities, current | | | [removed: 75,236] [added: 81,247] | | | | | | [removed: 67,218] [added: 75,236] | | |

| Total current liabilities | | | [removed: 3,518,355] [added: 4,153,863] | | | | | | [removed: 2,753,522] [added: 3,518,355] | | |

| Operating lease liabilities, long-term | | | [removed: 259,430] [added: 261,575] | | | | | | [removed: 220,764] [added: 259,430] | | |

| Total liabilities | | | [removed: 4,138,906] [added: 4,777,779] | | | | | | [removed: 3,550,316] [added: 4,138,906] | | |

| Common stock, $0.01 par value, 200,000,000 shares authorized, [removed: 61,094,042] [added: 61,186,088] and [removed: 60,947,947] [added: 61,094,042] shares issued, respectively | | | [removed: 611] [added: 612] | | | | | | [removed: 609] [added: 611] | | |

| Capital surplus | | | [removed: 91,813] [added: 97,475] | | | | | | [removed: 74,795] [added: 91,813] | | |

| Accumulated other comprehensive loss | | | [removed: (85,704)] [added: (85,527)] | | | | | | [removed: (93,451)] [added: (85,704)] | | |

| Retained earnings | | | [removed: 3,814,439] [added: 4,778,061] | | | | | | [removed: 3,214,281] [added: 3,814,439] | | |

| Treasury stock, at cost [removed: 14,046,777] [added: 15,375,963] and [removed: 13,281,222] [added: 14,046,777] shares, respectively | | | [removed: (1,351,381)] [added: (1,852,964)] | | | | | | [removed: (1,222,645)] [added: (1,351,381)] | | |

| Total EMCOR Group, Inc. stockholders’ equity | | | [removed: 2,469,778] [added: 2,937,657] | | | | | | [removed: 1,973,589] [added: 2,469,778] | | |

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

| Total equity | | | [removed: 2,470,815] [added: 2,938,694] | | | | | | [removed: 1,974,291] [added: 2,470,815] | | |

| Total liabilities and equity | | | $ | [removed: 6,609,721] [added: 7,716,473] | | | | | $ | [removed: 5,524,607] [added: 6,609,721] | |

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 12,582,873] [added: 14,566,116] | | | | | $ | [removed: 11,076,120] [added: 12,582,873] | | | | | $ | [removed: 9,903,580] [added: 11,076,120] | |

| Cost of sales | | | [removed: 10,493,534] [added: 11,801,065] | | | | | | [removed: 9,472,526] [added: 10,493,534] | | | | | | [removed: 8,401,843] [added: 9,472,526] | | |

| Gross profit | | | [removed: 2,089,339] [added: 2,765,051] | | | | | | [removed: 1,603,594] [added: 2,089,339] | | | | | | [removed: 1,501,737] [added: 1,603,594] | | |

| Selling, general and administrative expenses | | | [removed: 1,211,233] [added: 1,420,188] | | | | | | [removed: 1,038,717] [added: 1,211,233] | | | | | | [removed: 970,937] [added: 1,038,717] | | |

| Impairment loss on long-lived assets | | | [removed: 2,350] [added: —] | | | | | | [removed: —] [added: 2,350] | | | | | | — | | |

| Operating income | | | [removed: 875,756] [added: 1,344,863] | | | | | | [removed: 564,877] [added: 875,756] | | | | | | [removed: 530,800] [added: 564,877] | | |

| Net periodic pension [removed: (cost)] income [added: (cost)] | | | [removed: (1,119)] [added: 894] | | | | | | [removed: 4,311] [added: (1,119)] | | | | | | [removed: 3,625] [added: 4,311] | | |

| Interest expense | | | [removed: (17,199)] [added: (3,779)] | | | | | | [removed: (13,199)] [added: (17,199)] | | | | | | [removed: (6,071)] [added: (13,199)] | | |

| Total assets | | | $ | 7,716,473 | | | | | $ | 6,609,721 | |

| Other accrued expenses and liabilities | | | 336,555 | | | | | | 315,107 | | |

| Other long-term obligations | | | 362,341 | | | | | | 361,121 | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

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| Common stock dividends | | | (43,384) | | | | | | — | | | | | | 139 | | | | | | — | | | | | | (43,523) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2024 | | | $ | 2,938,694 | | | | | $ | 612 | | | | | $ | 97,475 | | | | | $ | (85,527) | | | | | $ | 4,778,061 | | | | | $ | (1,852,964) | | | | | $ | 1,037 | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| Balance at December 31, 2024 | | | $ | 34,957 | |

The increase in our allowance for credit losses was primarily due to a reserve taken in the first quarter of 2024 for a specific customer bankruptcy within the commercial site-based services division of our United States building services segment.

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

To the extent that the amount required to settle claims covered by insurance continues to increase, the cost of our insurance coverage, including premiums and deductibles, is likely to increase.

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

In November 2024, the FASB issued an ASU, which requires disaggregated disclosures, in the notes to the financial statements, about certain income statement expense line items on an interim and annual basis.

This guidance requires entities to provide more detailed information about purchases of inventory, employee compensation, depreciation expense, intangible asset amortization, and selling expenses.

Such guidance, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, although early adoption and retrospective application is permitted.

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| | | | 2024 | | | | | | 2023 | | |

| Total impact | | | $ | 24,557 | | | | | $ | 16,464 | |

Included in our results for the year ended December 31, 2024 was $12.3 million of gross profit, recognized in the second quarter of the year, on two contracts, which are currently in process, as a result of favorable developments on certain claims.

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| | | | 2024 | | | | | | % of Total | | | | | | 2023 | | | | | | % of Total | | | | | | 2022 | | | | | | % of Total | | |

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

| | | | 2024 | | | | | | % of Total | | | | | | 2023 | | | | | | % of Total | | | | | | 2022 | | | | | | % of Total | | |

| | | | 2024 | | | | | | % of Total | | | | | | 2023 | | | | | | % of Total | | | | | | 2022 | | | | | | % of Total | | |

| | | | 2024 | | | | | | % of Total | | | | | | 2023 | | | | | | % of Total | | | | | | 2022 | | | | | | % of Total | | |

| Consolidated revenues | | | $ | 14,566,116 | | | | | | | | | | | $ | 12,582,873 | | | | | | | | | | | $ | 11,076,120 | | | | | | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| | | | 21,655,297 | | | | | | 17,481,878 | | |

| | | | $ | (1,690,994) | | | | | $ | (1,261,056) | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| | | | December 31, 2024 | | | | | | % of Total | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| Total United States operations | | | 8,015,986 | | | | | | 1,900,747 | | |

| Total operations | | | $ | 8,153,401 | | | | | $ | 1,948,798 | |

| Current maturities of long-term debt and finance lease liabilities | | | $ | 2,465 | | | | | $ | 15,567 | |

| Long-term debt and finance lease liabilities | | | 2,838 | | | | | | 231,625 | | |

| Other long-term obligations | | | 358,283 | | | | | | 344,405 | | |

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

| Investments in and advances to unconsolidated entities | | | — | | | | | | — | | | | | | (1,595) | | |

| Distributions from unconsolidated entities | | | — | | | | | | — | | | | | | 196 | | |

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

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

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

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

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 segment due to changes in our internal reporting structure aimed at realigning our service offerings.

| Balance at December 31, 2022 | | | $ | 22,382 | |

The Financial Accounting Standards Board (the “FASB”) has issued an Accounting Standards Update (“ASU”), which provides temporary optional expedients and exceptions to existing U.S. GAAP.

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

Such accounting pronouncement, as amended, allows entities to account for and present certain contract modifications, which occur before December 31, 2024 and result from the transition to an alternative reference rate, as an event that does not require remeasurement at the modification date or reassessment of a previous accounting determination.

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.

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.

| Total operations | | | $ | 12,582,873 | | | | | | | | | | | $ | 11,076,120 | | | | | | | | | | | $ | 9,903,580 | | | | | | | |

There were no claims included within accounts receivable as of December 31, 2022.

| | | | 17,481,878 | | | | | | 15,257,541 | | |

| | | | $ | (1,261,056) | | | | | $ | (763,163) | |

| United States building services | | | 1,157,845 | | | | | | 106,973 | | |

| Total United States operations | | | 7,563,680 | | | | | | 1,142,792 | | |

| Total operations | | | $ | 7,658,391 | | | | | $ | 1,189,030 | |

During 2021, we acquired eight companies for total consideration of $131.2 million.

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

automation and controls solutions.

The increase in inventories as of December 31, 2023, compared to December 31, 2022, was a result of: (a) advanced purchases of materials and equipment for use on specific construction projects, in an effort to mitigate the impact of increased lead times, which have resulted from supply chain disruptions, (b) an increase in raw materials on hand to support our fabrication facilities given the growth in demand for our fire protection services, and (c) higher levels of work in process inventory within our United States industrial services segment given greater new build heat exchanger orders.

| | | | 591,602 | | | | | | 552,061 | | |

| | | | $ | 179,378 | | | | | $ | 157,819 | |

| Balance at December 31, 2021 | | | $ | 159,512 | | | | | $ | 303,887 | | | | | $ | 312,781 | | | | | $ | 114,088 | | | | | $ | 890,268 | |

| Acquisitions | | | 17,601 | | | | | | 6,942 | | | | | | 4,340 | | | | | | — | | | | | | 28,883 | | |

| Intersegment transfers | | | 900 | | | | | | 4,500 | | | | | | (5,400) | | | | | | — | | | | | | — | | |

| | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Customer relationships | | | $ | 762,516 | | | | | $ | (427,211) | | | | | $ | (4,834) | | | | | $ | 330,471 | |

| Contract backlog | | | 83,245 | | | | | | (79,453) | | | | | | — | | | | | | 3,792 | | |

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

Guzzi, and our [removed: Executive] [added: Senior] Vice [removed: President and] [added: President,] Chief Financial [added: Officer and Chief Accounting] Officer, [removed: Mark A.][added: Jason R.]

[removed: Pompa,] [added: Nalbandian,] have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_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: 2024] [added: 2025] Annual Meeting of Stockholders entitled “Election of Directors,” which Proxy Statement is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates (the “Proxy Statement”).

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

*Securities Authorized for Issuance Under Equity Compensation Plans.* The following table summarizes, as of December 31, [removed: 2023,] [added: 2024,] 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: 335,131] [added: 292,780] | | | | | | $ | — | | | | | [removed: 692,720] [added: 599,493] (1) | | |

| Total | | | | | | 292,780 | | | | | | $ | — | | | | | 599,493 (1) | | |

______________

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

_________

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

| | | | Consolidated Balance Sheets - December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | |

| | | | Consolidated Statements of Operations - Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements Comprehensive Income - Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | Consolidated Statements of Equity - Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| [removed: 10(g-1)] [added: 10(i-1)] | | | | | | [removed: Continuity] [added: Severance] Agreement dated as of [removed: June 22, 1998] [added: October 26, 2016] between [removed: R. Kevin Matz and] EMCOR [removed: (“Matz Continuity Agreement”)] [added: and Maxine L. Mauricio] | | | | | | [Exhibit [removed: 10(f)] [added: 10(l-1)] to EMCOR's Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 1998 ("June 1998] [added: 2016 ("September 2016] Form [removed: 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/0000105634-98-000007.txt)] [added: 10-Q")](https://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex10lx1_2016930xq3.htm)] | | |

| [removed: 10(g-2)] [added: 10(i-3)] | | | | | | Amendment dated [removed: as of May 4, 1999] [added: April 10, 2017] to [removed: Matz] [added: Mauricio] Continuity Agreement | | | | | | [Exhibit [removed: 10(m)] [added: 10(l-3)] to [removed: EMCOR's] [added: EMCOR’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 1999 ("June 1999 Form 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/000010563499000009/0000105634-99-000009.txt)] [added: March 31, 2017](https://www.sec.gov/Archives/edgar/data/105634/000010563417000061/eme-ex10lx3_2017331xq1.htm)] | | |

| [removed: 10(g-3)] [added: 10(k-4)] | | | | | | [added: Third] Amendment [removed: dated as of January 1, 2002] to [removed: Matz Continuity Agreement] [added: LTIP] | | | | | | [Exhibit [removed: 10(o-3)] [added: 10(q-4)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2002] [added: 2012] (“March [removed: 2002] [added: 2012] Form [removed: 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000010563402000005/a30210q.txt)] [added: 10-Q”)](https://www.sec.gov/Archives/edgar/data/105634/000119312512183842/d318552dex10q4.htm)] | | |

| [removed: 10(g-4)] [added: 10(g-2)] | | | | | | Amendment dated as of March 1, 2007 to [removed: Matz] [added: Guzzi] Continuity Agreement | | | | | | [Exhibit [removed: 10(n-4)] [added: 10(p-2)] to the March 2007 Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] [added: 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563407000047/a30710q.txt)] | | |

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

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

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

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

| [removed: 10(k-1)] [added: 10(j-1)] | | | | | | Severance Agreement dated as of [removed: October 26, 2016] [added: May 8, 2024] between EMCOR and [removed: Maxine L. Mauricio] [added: Jason R. Nalbandian] | | | | | | [removed: [Exhibit 10(l-1)] [added: [E](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[xhibit](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm) [10(a-1)] to [removed: EMCOR's] [added: E](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[MCOR](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[’](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[s] Quarterly Report on Form [removed: 10-Q for] [added: 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm) [for] the quarter ended [removed: September] [added: June] 30, [removed: 2016 ("September 2016 Form 10-Q")](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-ex10lx1_2016930xq3.htm)] [added: 2024 (](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[“](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[June 2024 Fo](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[rm 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[”](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)[)](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax1_2024630xq2.htm)] | | |

| [removed: 10(k-2)] [added: 10(j-2)] | | | | | | Continuity Agreement dated as of [removed: October 26, 2016] [added: May 8, 2024] between EMCOR and [removed: Maxine L. Mauricio (“Mauricio Continuity Agreement”)] [added: Jason R. Nalbandian] | | | | | | [removed: [Exhibit 10(l-2) to the September 2016] [added: [E](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax2_2024630xq2.htm)[xhibit 10(a-2) to](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax2_2024630xq2.htm) [the Ju](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax2_2024630xq2.htm)[ne 2024] Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/105634/000010563416000453/eme-exx10lx2_2016930xq3.htm)] [added: 10-Q](https://www.sec.gov/Archives/edgar/data/105634/000010563424000029/eme-ex10ax2_2024630xq2.htm)] | | |

| [removed: 10(k-3)] [added: 10(k-5)] | | | | | | [added: Fourth] Amendment [removed: dated April 10, 2017] to [removed: Mauricio Continuity Agreement] [added: LTIP] | | | | | | [Exhibit [removed: 10(l-3)] [added: 10(l-5)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2017](http://www.sec.gov/Archives/edgar/data/105634/000010563417000061/eme-ex10lx3_2017331xq1.htm)] [added: June 30, 2013](https://www.sec.gov/Archives/edgar/data/105634/000010563413000140/eme-ex10lx5_2013630xq2.htm)] | | |

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

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

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

| [removed: 10(l-4)] [added: 10(o)] | | | | | | [removed: Third Amendment to LTIP] [added: Form of Director Restricted Stock Unit Agreement] | | | | | | [Exhibit [removed: 10(q-4)] [added: 10(k)(k)] to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31,] [added: June 30,] 2012 [removed: (“March] [added: (“June] 2012 Form [removed: 10-Q”)](http://www.sec.gov/Archives/edgar/data/105634/000119312512183842/d318552dex10q4.htm)] [added: 10-Q”)](https://www.sec.gov/Archives/edgar/data/105634/000010563412000150/eme-ex10kk_2012630xq2.htm)] | | |

| [removed: 10(l-5)] [added: 10(k-7)] | | | | | | [removed: Fourth] [added: Fifth] Amendment to LTIP | | | | | | [Exhibit [removed: 10(l-5)] [added: 10(l-7)] to EMCOR’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2013](http://www.sec.gov/Archives/edgar/data/105634/000010563413000140/eme-ex10lx5_2013630xq2.htm)] [added: December 31, 2015 (“2015 Form 10-K”)](https://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx7_20151231xq4.htm)] | | |

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

| [removed: 10(l-7)] [added: 10(k-9)] | | | | | | [removed: Fifth] [added: Seventh] Amendment to LTIP | | | | | | [Exhibit [removed: 10(l-7)] [added: 10(l-9)] to [removed: EMCOR’s] [added: EMCOR's] Annual Report on Form 10-K for the year ended December 31, [removed: 2015 (“2015 Form 10-K”)](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx7_20151231xq4.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex10lx9_20211231xq4.htm)] | | |

| [removed: 10(l-8)] [added: 10(k-8)] | | | | | | Sixth Amendment to LTIP | | | | | | [Exhibit 10(l-8) to 2015 Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx8_20151231xq4.htm)] [added: 10-K](https://www.sec.gov/Archives/edgar/data/105634/000010563416000297/eme-ex10lx8_20151231xq4.htm)] | | |

| [removed: 10(l-9)] [added: 10(q-2)] | | | | | | [removed: Seventh] [added: First] Amendment to [removed: LTIP] [added: EMCOR Group, Inc. Voluntary Deferral Plan] | | | | | | [Exhibit [removed: 10(l-9)] [added: 10(e)(e)] to EMCOR's Annual Report on Form 10-K for the year ended December 31, [removed: 2021](https://www.sec.gov/Archives/edgar/data/105634/000010563422000006/eme-ex10lx9_20211231xq4.htm)] [added: 2013](https://www.sec.gov/Archives/edgar/data/105634/000010563414000042/eme-ex10ee_20131231xq4.htm)] | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| 19 | | | | | | Insider Trading Policies and Procedures | | | | | | [F](https://www.sec.gov/Archives/edgar/data/105634/000010563425000015/eme-ex19_20241231xq4.htm)[iled](https://www.sec.gov/Archives/edgar/data/105634/000010563425000015/eme-ex19_20241231xq4.htm) [herewith](https://www.sec.gov/Archives/edgar/data/105634/000010563425000015/eme-ex19_20241231xq4.htm) | | |

EXHIBIT INDEX

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

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

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

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

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

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

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

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

| 10(v) | | | | | | Form of Executive Restricted Stock Unit Agreement | | | | | | [Exhibit 10(F)(F) to 2012 Form 10-K](http://www.sec.gov/Archives/edgar/data/105634/000010563413000042/eme-ex10ff_20121231xq4.htm) | | |

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

[Table of [removed: Contents](#i5b93746942b5441a93c12246ba215868_7)][added: Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)]

Date: February [removed: 28, 2024][added: 26, 2025]

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: 28, 2024.][added: 26, 2025.]

| /S/ [removed: MARK A. POMPA] [added: JASON R. NALBANDIAN] | | | [removed: Executive] [added: Senior] Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Chief Accounting Officer] | | |

| [removed: /S/ JASON] [added: Jason] R. [removed: NALBANDIAN] [added: Nalbandian] | | | [removed: Senior Vice President] [added: (Principal Financial] and [removed: Chief] Accounting [removed: Officer] [added: Officer)] | | |

| /s/ AMY E. DAHL | | | Director | | |

| Amy E. Dahl | | | | | |

[Table of Contents](#iff155233dd944a23b1f9264cd2aff3a6_7)

| Year Ended December 31, 2024 | | | | | | $ | 22,502 | | | | | 17,303 | | | | | | (4,848) | | | | | | $ | 34,957 | |

| | | | | | |

| Mark A. Pompa | | | (Principal Financial Officer) | | |

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

| /s/ REBECCA A. WEYENBERG | | | Director | | |

| Rebecca A. Weyenberg | | | | | |

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