UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM	10-Q



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2019~~2020



o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-8267

EMCOR ~~GROUP, INC.~~Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		11-2125338
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
301 Merritt Seven
~~301 Merritt Seven~~ Norwalk,	Connecticut	06851-1092
(Address of Principal Executive Offices)		(Zip Code)



(203)	849-7800
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	EME	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No o ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x ☒	Accelerated filer	o☐
Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company	o☐
		Emerging growth company	o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

Applicable Only To Corporate Issuers

Number of shares of Common Stock outstanding as of the close of business on April ~~25, 2019: 56,092,759~~27, 2020: 54,846,251 shares.

[This Page Intentionally Left Blank]

~~Table of Contents~~

EMCOR Group, Inc.

~~INDEX~~TABLE OF CONTENTS



		Page No.
PART I. - Financial Information.
Item 1.	Financial Statements.
	Consolidated Balance Sheets - as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019	1
	Condensed Consolidated Statements of Operations - three months ended March 31, ~~2019~~2020 and ~~2018~~2019	2
	Condensed Consolidated Statements of Comprehensive Income - three months ended March 31, ~~2019~~2020 and ~~2018~~2019	3
	Condensed Consolidated Statements of Cash Flows - three months ended March 31, ~~2019~~2020 and ~~2018~~2019	4
	Condensed Consolidated Statements of Equity - three months ended March 31, ~~2019~~2020 and ~~2018~~2019	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2421
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	3735
Item 4.	Controls and Procedures.	3736
PART II. - Other Information.
Item 1.	Legal Proceedings.	37
Item 1A.	Risk Factors.	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	38
Item 4.	~~Mine Safety Disclosures.~~	38
~~Item~~ 6.	Exhibits.	38

FORWARD-LOOKING STATEMENTS

~~Table~~Certain information included in this report, or in other materials we have filed or will file with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of ~~Contents~~the Private Securities Litigation Reform Act of 1995 (the “1995 Act”). Such statements are being made pursuant to the 1995 Act and with the intention of obtaining the benefit of the “Safe Harbor” provisions of the 1995 Act. Forward-looking statements are based on information available to us and our perception of such information as of the date of this report and our current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” variations of such wording and other words or phrases of similar meaning in connection with a discussion of our future operating or financial performance, and other aspects of our business, including market share growth, gross profit, project mix, projects with varying profit margins, selling, general and administrative expenses, and trends in our business and other characterizations of future events or circumstances. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are only predictions and are subject to risks, uncertainties, and assumptions, including, but not limited to adverse effects of general economic conditions, changes in the political environment, changes in the specific markets for our services, adverse business conditions, availability of adequate levels of surety bonding, increased competition, unfavorable labor productivity, mix of business, the impact of the 2020 ransomware attack, and the impact of the COVID-19 pandemic on our revenue and operations. These risks and uncertainties are discussed in the “Risk Factors” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, and other sections of this report and/or our Form 10-K for the year ended December 31, 2019 filed with the SEC and available at

www.sec.gov and www.emcorgroup.com. Such risks, uncertainties, and assumptions are difficult to predict, beyond our control and may turn out to be inaccurate, causing actual results to differ materially from those that might be anticipated (whether expressly or implied) from our forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted.

Three months ended March 31,
2019 2018
Revenues $ 2,158,728
$ 1,900,388
Cost of sales 1,849,974
1,631,269
Gross profit 308,754
269,119
Selling, general and administrative expenses 206,169
191,025
Restructuring expenses 275
90
Operating income 102,310
78,004
Net periodic pension (cost) income 406
737
Interest expense, net (2,823 ) (2,452 )
Income from continuing operations before income taxes 99,893
76,289
Income tax provision 27,483
20,633
Income from continuing operations 72,410
55,656
Loss from discontinued operation, net of income taxes —
(282 )
Net income including noncontrolling interests 72,410
55,374
Less: Net income attributable to noncontrolling interests —
—
Net income attributable to EMCOR Group, Inc. $ 72,410
$ 55,374

Basic earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders $ 1.29
$ 0.95
From discontinued operation —
(0.00 )
Net income attributable to EMCOR Group, Inc. common stockholders $ 1.29
$ 0.95
Diluted earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders $ 1.28
$ 0.94
From discontinued operation —
(0.00 )
Net income attributable to EMCOR Group, Inc. common stockholders $ 1.28
$ 0.94

Dividends declared per common share $ 0.08
$ 0.08



	Three months ended March 31,
	2020			2019
Revenues	$	2,299,832		$	2,158,728
Cost of sales	1,966,771			1,849,974
Gross profit	333,061			308,754
Selling, general and administrative expenses	226,997			206,169
Restructuring expenses	69			275
Operating income	105,995			102,310
Net periodic pension (cost) income	742			406
Interest expense, net	(2,488		)	(2,823		)
Income before income taxes	104,249			99,893
Income tax provision	28,584			27,483
Net income	$	75,665		$	72,410

Basic earnings per common share	$	1.35		$	1.29

Diluted earnings per common share	$	1.35		$	1.28

Dividends declared per common share	$	0.08		$	0.08

Three months ended March 31,
2019 2018
Net income including noncontrolling interests $ 72,410
$ 55,374
Other comprehensive income, net of tax:
Foreign currency translation adjustments 611
495
Post retirement plans, amortization of actuarial loss included in net income ⁽¹⁾
535
385
Other comprehensive income 1,146
880
Comprehensive income 73,556
56,254
Less: Comprehensive income attributable to noncontrolling interests —
—
Comprehensive income attributable to EMCOR Group, Inc. $ 73,556
$ 56,254



	Three months ended March 31,
	2020			2019
Net income	$	75,665		$	72,410
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(2,984		)	611
Post retirement plans, amortization of actuarial loss included in net income ⁽¹⁾	550			535
Other comprehensive (loss) income	(2,434		)	1,146
Comprehensive income	$	73,231		$	73,556



	For the three months ended March 31,
	2020			% of Total		2019			% of Total
United States electrical construction and facilities services:
Commercial market sector	$	242,841		46	%	$	269,441		51	%
Institutional market sector	41,518			8	%	22,345			4	%
Hospitality market sector	5,082			1	%	6,841			1	%
Manufacturing market sector	120,372			23	%	98,803			19	%
Healthcare market sector	20,646			4	%	17,615			3	%
Transportation market sector	44,180			8	%	58,139			11	%
Water and wastewater market sector	2,329			1	%	6,015			1	%
Short duration projects ⁽¹⁾	32,721			6	%	40,409			8	%
Service work	16,296			3	%	9,262			2	%
	525,985					528,870
Less intersegment revenues	(756		)			(800		)
Total segment revenues	$	525,229				$	528,070


	March 31, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Contract assets, current	$	178,366		$	158,243		$	195,265		$	177,830
Contract assets, non-current	—			—			—			—
Contract liabilities, current	(536,363		)	(552,290		)	(590,873		)	(623,642		)
Contract liabilities, non-current	(2,119		)	(2,069		)	(2,051		)	(2,142		)
Net contract liabilities	$	(360,116	)	$	(396,116	)	$	(397,659	)	$	(447,954	)


	March 31, 2019		% of Total		March 31, 2020		% of Total
Remaining performance obligations:
United States electrical construction and facilities services	$	1,125,052	27	%	$	1,032,611	23	%
United States mechanical construction and facilities services	2,256,936		54	%	2,601,659		59	%
United States building services	544,618		13	%	545,803		12	%
United States industrial services	78,861		2	%	109,192		3	%
Total United States operations	4,005,467		96	%	4,289,265		97	%
United Kingdom building services	151,124		4	%	134,634		3	%
Total worldwide operations	$	4,156,591	100	%	$	4,423,899	100	%


	March 31, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Raw materials and construction materials	$	29,878	$	30,006	$	25,749	$	31,365
Work in process	9,565		12,315		9,638		9,081
Inventories	$	39,443	$	42,321	$	35,387	$	40,446

~~We have~~Until March 2, 2020, we had a credit agreement dated as of August 3, 2016, which ~~provides~~provided for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”). On March 2, 2020, we amended and restated the 2016 Credit Agreement to provide for a $1.3 billion revolving credit facility (the “2020 Revolving Credit Facility”) and a $300.0 million term loan (the “2020 Term Loan”) (collectively referred to as the “2020 Credit Agreement”) expiring ~~August 3, 2021~~March 2, 2025. We may increase the ~~2016~~2020 Revolving Credit Facility to $~~1.3~~1.9 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $~~300.0~~400.0 million of available capacity under the ~~2016~~2020 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the ~~2016~~2020 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The ~~2016~~2020 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures. We were in compliance with all such covenants as of March 31, ~~2019~~2020 with respect to the 2020 Credit Agreement and, as of December 31, ~~2018.~~2019, with respect to the 2016 Credit Agreement. A commitment fee is payable on the average daily unused amount of the ~~2016~~2020 Revolving Credit Facility, which ranges from ~~0.15%~~0.10% to ~~0.30%~~0.25%, based on certain financial tests. The fee was ~~0.15%~~0.10% of the unused amount as of March 31, ~~2019.~~2020. Borrowings under the ~~2016~~2020 Credit Agreement bear interest at (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR ((0.87% and ~~2.50%~~0.99% at March 31, ~~2019~~2020) for our 2020 Revolving Credit Facility and our 2020 Term Loan, respectively) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time ~~(5.50%~~(3.25% at March 31, ~~2019)~~2020), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%. The interest ~~rate~~rates in effect at March 31, ~~2019 was 3.50%.~~2020 were 1.87% and 1.99% for our 2020 Revolving Credit Facility and our 2020 Term Loan, respectively. Fees for letters of credit issued under the ~~2016~~2020 Revolving Credit Facility range from ~~1.00%~~0.75% to 1.75% of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed based on certain financial tests. We capitalized an additional $3.1 million of debt issuance costs associated with the 2020 Credit Agreement. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. ~~The 2016~~We are required to make annual installment payments on the 2020 Term Loan, ~~previously required us to make~~with a principal payment of $7.5 million on December 31, 2020 and principal payments ~~of $5.0 million~~ on ~~the last day of March, June, September and~~ December 31 of each subsequent year ~~which commenced with~~in the ~~calendar quarter ended December 31, 2016. On December 30, 2016, we made a payment~~amount of $100.0 million, of which $5.0 million represented our required quarterly payment and $95.0 million represented a prepayment of outstanding principal. Such prepayment was applied against the remaining mandatory quarterly payments on a ratable basis. As a result, commencing with the calendar quarter ended March 31, 2017, our required quarterly payment has been reduced to $3.8$15.0 million. All unpaid principal and interest is due on ~~August 3, 2021.~~March 2, 2025. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the balance of the 2020 Term Loan and the 2016 Term Loan was ~~$265.8~~$300.0 million and ~~$269.6~~$254.4 million, respectively. As of March 31, ~~2019~~2020 and December 31, ~~2018~~2019, we had approximately $~~109.0~~79.0 million and $109.0 million of letters of credit ~~outstanding.~~outstanding, respectively. There were ~~$25.0~~$200.0 million in borrowings outstanding under the 2020 Revolving Credit Facility as of March 31, 2020, and there were $50.0 million in borrowings outstanding under the 2016 Revolving Credit Facility as of ~~March 31, 2019 and~~ December 31, ~~2018.~~2019.

As part of our adoption, we elected to utilize the package of practical expedients permitted under the new standard, which allowed us to not reassess: (a) whether an existing contract is or contains a lease, (b) the classification for existing leases and (c) initial direct costs. Further, as permitted by the standard, we made an accounting policy election not to record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less. Instead, consistent with previous accounting guidance, we will recognize payments for such leases in the statement of operations on a straight-line basis over the lease term.



	For the three months ended March 31,
	2020		2019
Cash paid for:
Interest	$	3,030	$	3,218
Income taxes	$	4,265	$	3,787
Right-of-use assets obtained in exchange for new operating lease liabilities	$	7,652	$	23,956
Right-of-use assets obtained in exchange for new finance lease liabilities	$	882	$	2,973

We lease real estate, vehicles and equipment under various operating and finance leases. A lease exists when a contract or part of a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In determining whether a lease exists, we consider whether a contract provides us with both: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset and (b) the right to direct the use of the identified asset.

Table of Contents

EMCOR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

~~NOTE 14 Leases - (Continued)~~

Many of our leases include base rental periods coupled with options to renew or terminate the lease, generally at our discretion. Certain leases additionally include options to purchase the leased asset. In evaluating the lease term, we consider whether we are reasonably certain to exercise such options. To the extent a significant economic incentive exists to exercise an option, that option is included within the lease term. However, based on the nature of our lease arrangements, options generally do not provide us with a significant economic incentive and are therefore excluded from the lease term for the majority of our arrangements.

Our leases typically include a combination of fixed and variable payments. Fixed payments are generally included when measuring the right-of-use asset and lease liability. Variable payments, which primarily represent payments based on usage of the underlying asset, are generally excluded from such measurement and expensed as incurred. In addition, certain of our lease arrangements may contain a lease coupled with an arrangement to provide other services, such as maintenance, or may require us to make other payments on behalf of the lessor related to the leased asset, such as payments for taxes or insurance. As permitted by ASC 842, we have elected to account for these non-lease components together with the associated lease component. This election has been made for each of our asset classes.

The measurement of right-of-use assets and lease liabilities requires us to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for the majority of our leases, the rate implicit in the lease is not known. In these instances, we utilize an incremental borrowing rate, which represents the rate of interest that we would pay to borrow on a collateralized basis over a similar term.

Our lease arrangements generally do not contain significant restrictions or covenants; however, certain of our vehicle and equipment leases include residual value guarantees, whereby we provide a guarantee to the lessor that the value of the underlying asset will be at least a specified amount at the end of the lease. Amounts probable of being owed under these guarantees are included within the measurement of the right-of-use asset and lease liability.

~~Lease Position as of March 31, 2019~~

~~The following table presents the lease-related assets and liabilities reported in the Consolidated Balance Sheet as of March 31, 2019 (in thousands):~~

Classification on the Consolidated Balance Sheet March 31,
2019
Assets
Operating lease assets Operating lease right-of-use assets $ 228,131
Finance lease assets Property, plant and equipment, net 10,816
Total lease assets $ 238,947

Liabilities
Current
Operating Operating lease liabilities, current $ 48,776
Finance Current maturities of long-term debt and finance lease liabilities 4,524
Noncurrent
Operating Operating lease liabilities, long-term 191,226
Finance Long-term debt and finance lease liabilities 6,386
Total lease liabilities $ 250,912

~~Table of Contents~~

~~EMCOR Group, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~NOTE 14 Leases - (Continued)~~

~~Lease Costs~~

~~The following table presents information related to lease expense for the three months ended March 31, 2019 (in thousands):~~

For the three months ended March 31, 2019
Finance lease expense:
Amortization expense $ 1,150
Interest expense 113
Operating lease expense 16,089
Short-term lease expense 35,735
Variable lease expense 923
Total lease expense $ 54,010

~~Lease Term and Discount Rate~~

~~The following table presents certain information related to lease terms and discount rates for leases as of March 31, 2019:~~



	March 31, 2019
~~Weighted-average remaining lease term:~~
~~Operating leases~~	~~6.4 years~~
~~Finance leases~~	~~3.1 years~~
~~Weighed-average discount rate:~~
~~Operating leases~~	~~4.25~~	%
~~Finance leases~~	~~4.17~~	%

~~Other Information~~

~~The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2019 (in thousands):~~

For the three months ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases $ 15,981
Operating cash flows used for finance leases $ 113
Financing cash flows used for finance leases $ 1,053
Right-of-use assets obtained in exchange for new operating lease liabilities $ 23,956
Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,973

~~Table of Contents~~

~~EMCOR Group, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~NOTE 14 Leases - (Continued)~~

~~Maturity of Lease Liabilities~~

~~The following table reconciles future minimum lease payments on an undiscounted cash flow basis to the lease liabilities reported in the Consolidated Balance Sheet as of March 31, 2019 (in thousands):~~

Operating Leases Finance Leases
April 1, 2019 to March 31, 2020 $ 57,807
$ 4,879
April 1, 2020 to March 31, 2021 47,957
3,256
April 1, 2021 to March 31, 2022 39,428
2,020
April 1, 2022 to March 31, 2023 31,913
1,014
April 1, 2023 to March 31, 2024 25,016
279
Thereafter 75,741
172
Total minimum lease payments 277,862
11,620
Less: Amount of lease payments representing interest (37,860 ) (710 )
Present value of future minimum lease payments $ 240,002
$ 10,910

Current portion of lease liabilities $ 48,776
$ 4,524
Noncurrent portion of lease liabilities 191,226
6,386
Present value of future minimum lease payments $ 240,002
$ 10,910

NOTE 1514 Segment Information

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

We have the following reportable ~~segments, which provide services associated with the design, integration, installation, start-up, operation and maintenance of various systems:~~segments: (a) United States electrical construction and facilities services (involving systems for electrical power transmission and distribution; premises electrical and lighting systems; process instrumentation in the refining, chemical processing, food processing, and mining industries; low-voltage systems, such as fire alarm, security, and process control; voice and data communication; roadway and transit lighting; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration, and clean-room process ventilation; fire protection; plumbing, process, and high-purity piping; controls and filtration; water and wastewater treatment; central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services. The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility maintenance and services, including reception, security, and catering services; outage services to utilities and industrial plants; military base operations support services; mobile mechanical maintenance and ~~services;~~services, including maintenance and service of mechanical, electrical, plumbing, and building automation systems; floor care and janitorial services; landscaping, lot sweeping, and snow removal; facilities management; vendor management; call center services; installation and support for building systems; program development, management and maintenance for energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects, which services are not generally related to customers’ construction programs. The “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services ~~including those~~ for refineries, ~~and~~ petrochemical plants, ~~including~~and other customers within the oil and gas industry. Services of this segment include refinery turnaround planning and engineering; specialty welding; overhaul and maintenance of critical process units; specialty technical services; on-site repairs, maintenance and service of heat exchangers, towers, vessels, and piping; design, manufacturing, repair, and hydro blast cleaning of shell and tube heat exchangers and related equipment; ~~refinery turnaround planning~~ and ~~engineering services; specialty welding services; overhaul and maintenance of critical process units in refineries and petrochemical plants; and specialty technical~~other support services for ~~refineries~~customers within the upstream and ~~petrochemical plants.~~

~~Table of Contents~~

~~EMCOR Group, Inc. and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~NOTE 15 Segment Information - (Continued)~~

midstream sectors.

The following tables present information about industry segments and geographic areas for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 (in thousands):

For the three months ended March 31,
2019 2018
Revenues from unrelated entities:
United States electrical construction and facilities services $ 528,070
$ 454,752
United States mechanical construction and facilities services 752,409
684,750
United States building services 512,079
454,752
United States industrial services 258,645
199,244
Total United States operations 2,051,203
1,793,498
United Kingdom building services 107,525
106,890
Total worldwide operations $ 2,158,728
$ 1,900,388

Total revenues:
United States electrical construction and facilities services $ 528,982
$ 457,169
United States mechanical construction and facilities services 759,764
691,783
United States building services 530,596
470,099
United States industrial services 259,275
199,817
Less intersegment revenues (27,414 ) (25,370 )
Total United States operations 2,051,203
1,793,498
United Kingdom building services 107,525
106,890
Total worldwide operations $ 2,158,728
$ 1,900,388

For the three months ended March 31,
2019 2018
Operating income (loss):
United States electrical construction and facilities services $ 42,951
$ 35,851
United States mechanical construction and facilities services 40,985
39,620
United States building services 27,483
17,077
United States industrial services 9,636
3,441
Total United States operations 121,055
95,989
United Kingdom building services 4,141
3,770
Corporate administration (22,611 ) (21,665 )
Restructuring expenses (275 ) (90 )
Total worldwide operations 102,310
78,004
Other corporate items:
Net periodic pension (cost) income 406
737
Interest expense, net (2,823 ) (2,452 )
Income from continuing operations before income taxes $ 99,893
$ 76,289



	For the three months ended March 31,
	2020			2019
Revenues from unrelated entities:
United States electrical construction and facilities services	$	525,229		$	528,070
United States mechanical construction and facilities services	834,112			752,409
United States building services	518,083			512,079
United States industrial services	310,031			258,645
Total United States operations	2,187,455			2,051,203
United Kingdom building services	112,377			107,525
Total worldwide operations	$	2,299,832		$	2,158,728

Total revenues:
United States electrical construction and facilities services	$	526,245		$	528,982
United States mechanical construction and facilities services	838,804			759,764
United States building services	532,477			530,596
United States industrial services	316,230			259,275
Less intersegment revenues	(26,301		)	(27,414		)
Total United States operations	2,187,455			2,051,203
United Kingdom building services	112,377			107,525
Total worldwide operations	$	2,299,832		$	2,158,728

2219

Table of Contents

EMCOR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1514 Segment Information - (Continued)



	For the three months ended March 31,
	2020			2019
Operating income (loss):
United States electrical construction and facilities services	$	43,903		$	42,951
United States mechanical construction and facilities services	45,171			40,985
United States building services	20,838			27,483
United States industrial services	12,257			9,636
Total United States operations	122,169			121,055
United Kingdom building services	5,764			4,141
Corporate administration	(21,869		)	(22,611		)
Restructuring expenses	(69		)	(275		)
Total worldwide operations	105,995			102,310
Other corporate items:
Net periodic pension (cost) income	742			406
Interest expense, net	(2,488		)	(2,823		)
Income before income taxes	$	104,249		$	99,893



	March 31, 2020		December 31, 2019
Total assets:
United States electrical construction and facilities services	$	783,887	$	834,802
United States mechanical construction and facilities services	1,506,313		1,536,325
United States building services	1,022,266		996,664
United States industrial services	902,791		829,793
Total United States operations	4,215,257		4,197,584
United Kingdom building services	190,143		181,147
Corporate administration	430,147		451,627
Total worldwide operations	$	4,835,547	$	4,830,358

Until March 2, 2020, we had a credit agreement dated as of August 3, 2016, which provided for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”). On March 2, 2020, we amended and restated the 2016 Credit Agreement to provide for a $1.3 billion revolving credit facility (the “2020 Revolving Credit Facility”) and a $300.0 million term loan (the “2020 Term Loan”) (collectively referred to as the “2020 Credit Agreement”) expiring March 2, 2025. We may increase the 2020 Revolving Credit Facility to $1.9 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $400.0 million of available capacity under the 2020 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the 2020 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2020 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures. We were in compliance with all such covenants as of March 31, 2020 with respect to the 2020 Credit Agreement and, as of December 31, 2019, with respect to the 2016 Credit Agreement. A commitment fee is payable on the average daily unused amount of the 2020 Revolving Credit Facility, which ranges from 0.10% to 0.25%, based on certain financial tests. The fee was 0.10% of the unused amount as of March 31, 2020. Borrowings under the 2020 Credit Agreement bear interest at (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (0.87% and 0.99% at March 31, 2020 for our 2020 Revolving Credit Facility and our 2020 Term Loan, respectively) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (3.25% at March 31, 2020), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%. The interest rates in effect at March 31, 2020 were 1.87% and 1.99% for our 2020 Revolving Credit Facility and our 2020 Term Loan, respectively. Fees for letters of credit issued under the 2020 Revolving Credit Facility range from 0.75% to 1.75% of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed based on certain financial tests. We capitalized an additional $3.1 million of debt issuance costs associated with the 2020 Credit Agreement. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. We are required to make annual installment payments on the 2020 Term Loan, with a principal payment of $7.5 million on December 31, 2020 and principal payments on December 31 of each subsequent year in the amount of $15.0 million. All unpaid principal and interest is due on March 2, 2025. As of March 31, 2020 and December 31, 2019, the balance of the 2020 Term Loan and the 2016 Term Loan was $300.0 million and $254.4 million, respectively. As of March 31, 2020 and December 31, 2019, we had approximately $79.0 million and $109.0 million of letters of credit outstanding, respectively. There were $200.0 million in borrowings outstanding under the 2020 Revolving Credit Facility as of March 31, 2020, and there were $50.0 million in borrowings outstanding under the 2016 Revolving Credit Facility as of December 31, 2019.

We have a credit agreement dated as of August 3, 2016, which provides for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”) expiring August 3, 2021. We may increase the 2016 Revolving Credit Facility to $1.3 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $300.0 million of available capacity under the 2016 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the 2016 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2016 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness and capital expenditures. We were in compliance with all such covenants as of March 31, 2019 and December 31, 2018. A commitment fee is payable on the average daily unused amount of the 2016 Revolving Credit Facility, which ranges from 0.15% to 0.30%, based on certain financial tests. The fee was ~~0.15%~~ ~~of the unused amount as of~~ ~~March 31, 2019. Borrowings under the 2016 Credit Agreement bear interest at (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (2.50%~~ at March 31, 2019) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (5.50% at March 31, 2019), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%. The interest rate in effect at March 31, 2019 was 3.50%. Fees for letters of credit issued under the 2016 Revolving Credit Facility range from 1.00% to 1.75% of the respective face amounts of outstanding letters of credit and are computed based on certain financial tests. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. The 2016 Term Loan previously required us to make principal payments of $5.0 million on the last day of March, June, September and December of each year, which commenced with the calendar quarter ended December 31, 2016. On December 30, 2016, we made a payment of $100.0 million, of which $5.0 million represented our required quarterly payment and $95.0 million represented a prepayment of outstanding principal. Such prepayment was applied against the remaining mandatory quarterly payments on a ratable basis. As a result, commencing with the calendar quarter ended March 31, 2017, our required quarterly payment has been reduced to $3.8 million. All unpaid principal and interest is due on August 3, 2021. As of March 31, 2019 and December 31, 2018, the balance of the 2016 Term Loan was $265.8 million and $269.6 million, respectively. As of ~~March 31, 2019~~ ~~and December 31, 2018, we had approximately~~ ~~$109.0 million~~ ~~of letters of credit outstanding. There were $25.0 million in borrowings outstanding under the 2016 Revolving Credit Facility as of March 31, 2019 and December 31, 2018.~~



	EMCOR GROUP, INC.
	(Registrant)

BY:	/s/ ANTHONY J. GUZZI
	Anthony J. Guzzi
	Chairman, President and Chief Executive Officer (Principal Executive Officer)

BY:	/s/ MARK A. POMPA
	Mark A. Pompa
	Executive Vice President, ~~and~~ Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)



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

2(a)	Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc.	Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013)
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 10”)
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 Form10-K”)
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 10-K”)
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 10-K”)
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, 2007
3(b)	Amended and Restated By-Laws and Amendments thereto	Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”)
4(a)	~~Fifth~~Sixth Amended and Restated Credit Agreement dated as of ~~August 3, 2016~~March 2, 2020 by and among EMCOR ~~Group, Inc.~~ and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof ~~(the “Credit Agreement”)~~	~~Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (“September 2016 Form 10-Q”)~~Filed herewith
4(b)	~~Fifth~~Sixth Amended and Restated Security Agreement dated as of ~~August 3, 2016~~March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent	~~Exhibit 4(b) to the September 2016 Form 10-Q~~Filed herewith
4(c)	~~Fifth~~Sixth Amended and Restated Pledge Agreement dated as of ~~August 3, 2016~~March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent	~~Exhibit 4(c) to the September 2016 Form 10-Q~~Filed herewith
4(d)	~~Fourth~~Fifth Amended and Restated Guaranty Agreement dated as of ~~August 3, 2016~~March 2, 2020 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent	~~Exhibit 4(d) to the September 2016 Form 10-Q~~Filed herewith



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

10(a)	Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of ~~Sheldon I. Cammaker,~~ R. Kevin Matz and Mark A. Pompa	Exhibit 10.1 to the April 2005 Form 8-K
10(b)	Form of Amendment to Severance Agreement between EMCOR and each of ~~Sheldon I. Cammaker,~~ 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 10-Q”)
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, 2004)
10(d)	Form of Confidentiality Agreement between Anthony Guzzi and EMCOR	Exhibit C to the Guzzi Letter Agreement
10(e)	Form of Indemnification Agreement between EMCOR and each of its officers and directors	Exhibit F to the Guzzi Letter Agreement
10(f-1)	Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR	Exhibit D to the Guzzi Letter Agreement
10(f-2)	Amendment to Guzzi Severance Agreement	Exhibit 10(g-2) to the March 2007 Form 10-Q
10(g-1)	Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”)	Exhibit 10(f) to the June 1998 Form 10-Q
10(g-2)	Amendment dated as of May 4, 1999 to Matz Continuity Agreement	Exhibit 10(m) to the June 1999 Form 10-Q
10(g-3)	Amendment dated as of January 1, 2002 to Matz Continuity Agreement	Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”)
10(g-4)	Amendment dated as of March 1, 2007 to Matz Continuity Agreement	Exhibit 10(n-4) to the March 2007 Form 10-Q
10(h-1)	Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”)	Exhibit 10(g) to the June 1998 Form 10-Q
10(h-2)	Amendment dated as of May 4, 1999 to Pompa Continuity Agreement	Exhibit 10(n) to the June 1999 Form 10-Q
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
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
10(i-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 Agreement
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
10(i-3)	Amendment to Continuity Agreements and Severance Agreements with ~~Sheldon I. Cammaker,~~ 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 10-K”)



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

~~10(j-1)~~10(j)	Amendment dated as of March 29, 2010 to Severance Agreement with ~~Sheldon I. Cammaker,~~ 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 8-K”)
~~10(j-2)~~	~~Third Amendment to Severance Agreement dated June 4, 2015 between EMCOR and Sheldon I. Cammaker~~	~~Exhibit 10(k-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (“June 2015 Form 10-Q”~~)
10(k-1)	Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio	Exhibit 10(l-1) to the September 2016 Form 10-Q
10(k-2)	Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”)	Exhibit 10(l-2) to the September 2016 Form 10-Q
10(k-3)	Amendment dated April 10, 2017 to Mauricio Continuity Agreement	Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
10(l-1)	EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”)	Exhibit 10 to Form 8-K (Date of Report December 15, 2005)
10(l-2)	First Amendment to LTIP and updated Schedule A to LTIP	Exhibit 10(s-2) to 2008 Form 10-K
10(l-3)	Second Amendment to LTIP	Exhibit 10.2 to March 2010 Form 8-K
10(l-4)	Third Amendment to LTIP	Exhibit 10(q-4) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“March 2012 Form 10-Q”)
10(l-5)	Fourth Amendment to LTIP	Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013
10(l-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 10-K”)
10(l-7)	Fifth Amendment to LTIP	Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”)
10(l-8)	Sixth Amendment to LTIP	Exhibit 10(l-8) to 2015 Form 10-K
10(m)	Key Executive Incentive Bonus Plan, as amended and restated	Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013
~~10(n-1)~~10(n)	Amended and Restated 2010 Incentive Plan	Exhibit 10(q-1) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015
~~10(n-2)~~	~~Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders~~	~~Exhibit 10(i)(i-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010~~
~~10(n-3)~~	~~Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer~~	~~Exhibit 10(q)(q) to 2011 Form 10-K~~
10(o)	EMCOR Group, Inc. Employee Stock Purchase Plan	Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008
10(p)	Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011	Exhibit 10(n)(n) to 2011 Form 10-K
10(q)	~~Amendment to Option Agreements~~	~~Exhibit 10(r)(r) to 2011 Form 10-K~~
~~10(r)~~	Form of Non-LTIP Stock Unit Certificate	Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q
~~10(s)~~10(r)	Form of Director Restricted Stock Unit Agreement	Exhibit 10(k)(k) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (“June 2012 Form 10-Q”)
10(s)	Director Award Program, as Amended and Restated December 16, 2014	Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014
10(t)	EMCOR Group, Inc. Voluntary Deferral Plan	Exhibit 10(e)(e) to 2012 Form 10-K
10(u)	First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan	Exhibit 10(e)(e) to 2013 Form 10-K
10(v)	Form of Executive Restricted Stock Unit Agreement	Exhibit 10(f)(f) to 2012 Form 10-K



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

~~10(t)~~	~~Director Award Program, as Amended and Restated December 16, 2014~~	~~Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014~~
~~10(u)~~	~~EMCOR Group, Inc. Voluntary Deferral Plan~~	~~Exhibit 10(e)(e) to 2012 Form 10-K~~
~~10(v)~~	~~First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan~~	~~Exhibit 10(e)(e) to 2013 Form 10-K~~
10(w)	~~Form of Executive Restricted Stock Unit Agreement~~	~~Exhibit 10(f)(f) to 2012 Form 10-K~~
~~10(x)~~	~~Restricted Stock Unit Award Agreement dated June 11, 2014 between EMCOR and Stephen W. Bershad~~	~~Exhibit 10(g)(g) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014~~
~~10(y)~~	Restricted Stock Unit Award Agreement dated June 11, 2015 between EMCOR and Stephen W. Bershad	Exhibit 10(f)(f) to the June 30, 2015 Form 10-Q
~~10(z)~~	~~Restricted Stock Unit Award Agreement dated October 29, 2015 between EMCOR and Steven B. Schwarzwaelder~~	~~Exhibit 10.1 to Form 8-K (Date of Report October 30, 2015~~)
~~10(a)(a)~~	~~Restricted Stock Unit Award Agreement dated June 2, 2016 between EMCOR and Stephen W. Bershad~~	~~Exhibit 10(c)(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016~~
~~10(b)(b)~~10(x)	Executive Compensation Recoupment Policy	Exhibit 10(h)(h) to 2015 Form 10-K
~~10(c)(c)~~10(y)	Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa	Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
11	Computation of Basic EPS and Diluted EPS for the three months ended March 31, ~~2019~~2020 and ~~2018~~2019	Note 65 of the Notes to the Consolidated Financial Statements
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, President and Chief Executive Officer	Filed herewith
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President, ~~and~~ Chief Financial Officer and Treasurer	Filed herewith
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer	Furnished
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President, ~~and~~ Chief Financial Officer and Treasurer	Furnished
95	Information concerning mine safety violations or other regulatory matters	~~Filed herewith~~Exhibit 95 to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2019
101	The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2019,~~2020, formatted in ~~XBRL (Extensible~~iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements.	Filed
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)	Filed


	March 31, 2019 (Unaudited)			December 31, 2018			March 31, 2020 (Unaudited)			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	252,031		$	363,907		$	347,092		$	358,818
Accounts receivable, less allowance for doubtful accounts of $14,657 and $15,361, respectively	1,797,479			1,773,620
Accounts receivable, less allowance for credit losses of $19,993 and $14,466, respectively							2,055,483			2,030,813
Contract assets	178,366			158,243			195,265			177,830
Inventories	39,443			42,321			35,387			40,446
Prepaid expenses and other	46,542			48,116			52,161			51,976
Total current assets	2,313,861			2,386,207			2,685,388			2,659,883
Investments, notes and other long-term receivables	3,638			2,899
Property, plant and equipment, net	145,056			134,351			157,848			156,187
Operating lease right-of-use assets	228,131			—			237,796			245,471
Goodwill	1,004,710			990,887			1,064,853			1,063,911
Identifiable intangible assets, net	491,175			488,286			597,897			611,444
Other assets	91,753			86,177			91,765			93,462
Total assets	$	4,278,324		$	4,088,807		$	4,835,547		$	4,830,358
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and finance lease liabilities	$	18,532		$	16,013		$	10,360		$	18,092
Accounts payable	577,883			652,091			592,576			665,402
Contract liabilities	536,363			552,290			590,873			623,642
Accrued payroll and benefits	293,409			343,069			301,878			382,573
Other accrued expenses and liabilities	198,220			170,935			237,973			195,757
Operating lease liabilities, current	48,776			—			52,722			53,144
Total current liabilities	1,673,183			1,734,398			1,786,382			1,938,610
Borrowings under revolving credit facility	25,000			25,000			200,000			50,000
Long-term debt and finance lease liabilities	255,438			254,764			294,181			244,139
Operating lease liabilities, long-term	191,226			—			198,492			204,950
Other long-term obligations	321,855			333,204			328,898			334,879
Total liabilities	2,466,702			2,347,366			2,807,953			2,772,578
Equity:
EMCOR Group, Inc. stockholders’ equity:
Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding	—			—			—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,224,131 and 60,123,184 shares issued, respectively	602			601
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,460,947 and 60,359,252 shares issued, respectively							605			604
Capital surplus	22,291			21,103			34,745			32,274
Accumulated other comprehensive loss	(86,516		)	(87,662		)	(91,722		)	(89,288		)
Retained earnings	2,128,326			2,060,440			2,436,305			2,367,481
Treasury stock, at cost 4,139,421 shares	(253,937		)	(253,937		)
Treasury stock, at cost 5,623,176 and 4,139,421 shares, respectively							(352,985		)	(253,937		)
Total EMCOR Group, Inc. stockholders’ equity	1,810,766			1,740,545			2,026,948			2,057,134
Noncontrolling interests	856			896			646			646
Total equity	1,811,622			1,741,441			2,027,594			2,057,780
Total liabilities and equity	$	4,278,324		$	4,088,807		$	4,835,547		$	4,830,358


	Three months ended March 31,						Three months ended March 31,
	2019			2018			2020			2019
Cash flows - operating activities:
Net income including noncontrolling interests	$	72,410		$	55,374
Net income							$	75,665		$	72,410
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	10,585			9,711			11,767			10,585
Amortization of identifiable intangible assets	11,610			10,668			14,747			11,610
(Recovery of) provision for doubtful accounts	(673		)	1,135
Provision for (recovery of) credit losses							2,614			(673		)
Deferred income taxes	2,496			2,944			4,375			2,496
Excess tax benefits from share-based compensation	(499		)	(716		)	(157		)	(499		)
Equity income from unconsolidated entities	(26		)	(41		)
Non-cash share-based compensation expense	3,557			3,268			3,291			3,557
Distributions from unconsolidated entities	80			1,585
Other reconciling items	413			379			199			467
Changes in operating assets and liabilities, excluding the effect of businesses acquired	(157,388		)	(143,394		)	(191,314		)	(157,388		)
Net cash used in operating activities	(57,435		)	(59,087		)	(78,813		)	(57,435		)
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired	(31,124		)	(2,689		)	(2,582		)	(31,124		)
Proceeds from sale of property, plant and equipment	1,023			242
Proceeds from sale or disposal of property, plant and equipment							196			1,023
Purchase of property, plant and equipment	(13,113		)	(6,588		)	(12,035		)	(13,113		)
Investments in and advances to unconsolidated entities	(794		)	(2,804		)	—			(794		)
Net cash used in investing activities	(44,008		)	(11,839		)	(14,421		)	(44,008		)
Cash flows - financing activities:
Proceeds from revolving credit facility							200,000			—
Repayments of revolving credit facility							(50,000		)	—
Proceeds from long-term debt							300,000			—
Repayments of long-term debt and debt issuance costs	(3,800		)	(3,800		)	(257,549		)	(3,800		)
Repayments of finance lease liabilities	(1,053		)	(372		)	(1,277		)	(1,053		)
Dividends paid to stockholders	(4,480		)	(4,704		)	(4,500		)	(4,480		)
Repurchase of common stock	—			(34,485		)	(99,048		)	—
Taxes paid related to net share settlements of equity awards	(3,735		)	(3,267		)	(2,492		)	(3,735		)
Issuance of common stock under employee stock purchase plan	1,323			1,337			1,638			1,323
Payments for contingent consideration arrangements	(23		)	—			(653		)	(23		)
Distributions to noncontrolling interests	(40		)	—			—			(40		)
Net cash used in financing activities	(11,808		)	(45,291		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,298			1,733
Decrease in cash, cash equivalents and restricted cash	(111,953		)	(114,484		)
Cash, cash equivalents and restricted cash at beginning of year ⁽¹⁾	366,214			469,388
Cash, cash equivalents and restricted cash at end of period ⁽²⁾	$	254,261		$	354,904
Supplemental cash flow information:
Cash paid for:
Interest	$	3,218		$	2,650
Income taxes	$	3,787		$	2,741
Net cash provided by (used in) financing activities							86,119			(11,808		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash							(4,678		)	1,298
Decrease in cash, cash equivalents, and restricted cash							(11,793		)	(111,953		)
Cash, cash equivalents, and restricted cash at beginning of year ⁽¹⁾							359,920			366,214
Cash, cash equivalents, and restricted cash at end of period ⁽²⁾							$	348,127		$	254,261



Balance at December 31, 2019	$	14,466
Cumulative-effect adjustment	3,150
Provision for credit losses	2,614
Amounts written off against the allowance	(237		)
Balance at March 31, 2020	$	19,993



United States mechanical construction and facilities services:
Commercial market sector	$	281,862		37	%	$	230,799		33	%
Institutional market sector	61,283			8	%	64,655			9	%
Hospitality market sector	13,648			2	%	26,527			4	%
Manufacturing market sector	98,763			13	%	92,214			13	%
Healthcare market sector	61,374			8	%	65,876			10	%
Transportation market sector	5,734			1	%	5,206			1	%
Water and wastewater market sector	43,211			6	%	36,751			5	%
Short duration projects ⁽¹⁾	99,936			13	%	79,722			12	%
Service work	89,466			12	%	86,225			13	%
	755,277					687,975
Less intersegment revenues	(2,868		)			(3,225		)
Total segment revenues	$	752,409				$	684,750



	For the three months ended March 31, 2019		% of Total		For the three months ended March 31, 2018		% of Total
United States building services:
Commercial site-based services	$	155,978	30	%	$	146,761	32	%
Government site-based services	48,791		10	%	55,409		12	%
Mechanical services	274,166		54	%	227,342		50	%
Energy services	33,144		6	%	25,240		6	%
Total segment revenues	$	512,079			$	454,752


(1)	Net of tax of $0.1 million ~~and~~ ~~$0.4 million~~for each of the three months ended March 31, ~~2019~~2020 and ~~2018~~2019~~, respectively.~~.


(1)	Includes ~~$2.3~~$1.1 million and ~~$2.0~~$2.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, ~~2018~~2019 and ~~2017,~~2018, respectively.


(2)	Includes ~~$2.2~~$1.0 million and ~~$2.5~~$2.2 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.


				EMCOR Group, Inc. Stockholders																				EMCOR Group, Inc. Stockholders
	Total			Common stock		Capital surplus			Accumulated other comprehensive (loss) income ⁽¹⁾			Retained earnings			Treasury stock			Noncontrolling interests			Total			Common stock		Capital surplus			Accumulated other comprehensive loss ⁽¹⁾			Retained earnings			Treasury stock			Noncontrolling interests
Balance, December 31, 2017	$	1,674,117		$	599	$	8,005		$	(94,200	)	$	1,796,556		$	(37,693	)	$	850
Net income including noncontrolling interests	55,374			—		—			—			55,374			—			—
Other comprehensive income	880			—		—			880			—			—			—
Cumulative-effect adjustment ⁽²⁾	(854		)	—		—			—			(854		)	—			—
Common stock issued under share-based compensation plans	—			1		(1		)	—			—			—			—
Tax withholding for common stock issued under share-based compensation plans	(3,267		)	—		(3,267		)	—			—			—			—
Common stock issued under employee stock purchase plan	1,337			—		1,337			—			—			—			—
Common stock dividends	(4,704		)	—		44			—			(4,748		)	—			—
Repurchase of common stock	(34,485		)	—		—			—			—			(34,485		)	—
Share-based compensation expense	3,268			—		3,268			—			—			—			—
Balance, March 31, 2018	$	1,691,666		$	600	$	9,386		$	(93,320	)	$	1,846,328		$	(72,178	)	$	850
Balance, December 31, 2018	$	1,741,441		$	601	$	21,103		$	(87,662	)	$	2,060,440		$	(253,937	)	$	896		$	1,741,441		$	601	$	21,103		$	(87,662	)	$	2,060,440		$	(253,937	)	$	896
Net income including noncontrolling interests	72,410			—		—			—			72,410			—			—
Net income																					72,410			—		—			—			72,410			—			—
Other comprehensive income	1,146			—		—			1,146			—			—			—			1,146			—		—			1,146			—			—			—
Common stock issued under share-based compensation plans	—			1		(1		)	—			—			—			—			—			1		(1		)	—			—			—			—
Tax withholding for common stock issued under share-based compensation plans	(3,735		)	—		(3,735		)	—			—			—			—			(3,735		)	—		(3,735		)	—			—			—			—
Common stock issued under employee stock purchase plan	1,323			—		1,323			—			—			—			—			1,323			—		1,323			—			—			—			—
Common stock dividends	(4,480		)	—		44			—			(4,524		)	—			—			(4,480		)	—		44			—			(4,524		)	—			—
Distributions to noncontrolling interests	(40		)	—		—			—			—			—			(40		)	(40		)	—		—			—			—			—			(40		)
Share-based compensation expense	3,557			—		3,557			—			—			—			—			3,557			—		3,557			—			—			—			—
Balance, March 31, 2019	$	1,811,622		$	602	$	22,291		$	(86,516	)	$	2,128,326		$	(253,937	)	$	856		$	1,811,622		$	602	$	22,291		$	(86,516	)	$	2,128,326		$	(253,937	)	$	856
Balance, December 31, 2019																					$	2,057,780		$	604	$	32,274		$	(89,288	)	$	2,367,481		$	(253,937	)	$	646
Net income																					75,665			—		—			—			75,665			—			—
Other comprehensive loss																					(2,434		)	—		—			(2,434		)	—			—			—
Cumulative-effect adjustment ⁽²⁾																					(2,307		)	—		—			—			(2,307		)	—			—
Common stock issued under share-based compensation plans																					1			1		—			—			—			—			—
Tax withholding for common stock issued under share-based compensation plans																					(2,492		)	—		(2,492		)	—			—			—			—
Common stock issued under employee stock purchase plan																					1,638			—		1,638			—			—			—			—
Common stock dividends																					(4,500		)	—		34			—			(4,534		)	—			—
Repurchase of common stock																					(99,048		)	—		—			—			—			(99,048		)	—
Share-based compensation expense																					3,291			—		3,291			—			—			—			—
Balance, March 31, 2020																					$	2,027,594		$	605	$	34,745		$	(91,722	)	$	2,436,305		$	(352,985	)	$	646


(1)	Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.


(2)	Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic ~~606.~~326.


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



United States industrial services:
Field services	$	216,770	84	%	$	162,187	81	%
Shop services	41,875		16	%	37,057		19	%
Total segment revenues	$	258,645			$	199,244

Total United States operations	$	2,051,203			$	1,793,498


	Within one year		Greater than one year		Within one year		Greater than one year
Remaining performance obligations:
United States electrical construction and facilities services	$	1,027,849	$	97,203	$	842,643	$	189,968
United States mechanical construction and facilities services	1,793,969		462,967		1,996,744		604,915
United States building services	535,198		9,420		525,161		20,642
United States industrial services	78,861		—		109,192		—
Total United States operations	3,435,877		569,590		3,473,740		815,525
United Kingdom building services	99,405		51,719		99,059		35,575
Total worldwide operations	$	3,535,282	$	621,309	$	3,572,799	$	851,100


~~(1)~~	~~See Note 14 - Leases for further disclosure regarding finance lease obligations.~~


	Assets at Fair Value as of March 31, 2019								Assets at Fair Value as of March 31, 2020
Asset Category	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents ⁽¹⁾	$	252,031	$	—	$	—	$	252,031	$	347,092	$	—	$	—	$	347,092
Restricted cash ⁽²⁾	2,230		—		—		2,230		1,035		—		—		1,035
Deferred compensation plan assets ⁽³⁾	30,245		—		—		30,245		29,626		—		—		29,626
Total	$	284,506	$	—	$	—	$	284,506	$	377,753	$	—	$	—	$	377,753



	Assets at Fair Value as of December 31, 2019
Asset Category	Level 1		Level 2		Level 3		Total
Cash and cash equivalents ⁽¹⁾	$	358,818	$	—	$	—	$	358,818
Restricted cash ⁽²⁾	1,102		—		—		1,102
Deferred compensation plan assets ⁽³⁾	30,295		—		—		30,295
Total	$	390,215	$	—	$	—	$	390,215


(1)	Cash and cash equivalents ~~include~~consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At March 31, ~~2019~~2020 and December 31, ~~2018~~2019, we had $~~53.7~~120.0 million and $~~161.3~~164.0 million, respectively, in money market funds.


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


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


	United States electrical construction and facilities services segment			United States building services segment			Corporate administration			Total			United States electrical construction and facilities services segment			United States building services segment			Corporate administration			Total
Balance at December 31, 2017	$	452		$	40		$	—		$	492
Charges	—			90			—			90
Payments	(147		)	(120		)	—			(267		)
Balance at March 31, 2018	$	305		$	10		$	—		$	315
Balance at December 31, 2018	$	30		$	176		$	1,424		$	1,630		$	30		$	176		$	1,424		$	1,630
Charges	—			275			—			275			—			275			—			275
Payments	(30		)	(381		)	(30		)	(441		)	(30		)	(381		)	(30		)	(441		)
Balance at March 31, 2019	$	—		$	70		$	1,394		$	1,464		$	—		$	70		$	1,394		$	1,464
Balance at December 31, 2019													$	445		$	412		$	701		$	1,558
Charges													—			69			—			69
Payments													(89		)	(481		)	—			(570		)
Balance at March 31, 2020													$	356		$	—		$	701		$	1,057



	For the three months ended March 31, 2019
Finance lease expense:
Amortization expense	$	1,150
Interest expense	113
Operating lease expense	16,089
Short-term lease expense	35,735
Variable lease expense	923
Total lease expense	$	54,010



	For the three months ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	15,981
Operating cash flows used for finance leases	$	113
Financing cash flows used for finance leases	$	1,053
Right-of-use assets obtained in exchange for new operating lease liabilities	$	23,956
Right-of-use assets obtained in exchange for new finance lease liabilities	$	2,973



	Operating Leases			Finance Leases
April 1, 2019 to March 31, 2020	$	57,807		$	4,879
April 1, 2020 to March 31, 2021	47,957			3,256
April 1, 2021 to March 31, 2022	39,428			2,020
April 1, 2022 to March 31, 2023	31,913			1,014
April 1, 2023 to March 31, 2024	25,016			279
Thereafter	75,741			172
Total minimum lease payments	277,862			11,620
Less: Amount of lease payments representing interest	(37,860		)	(710		)
Present value of future minimum lease payments	$	240,002		$	10,910


Current portion of lease liabilities	$	48,776		$	4,524
Noncurrent portion of lease liabilities	191,226			6,386
Present value of future minimum lease payments	$	240,002		$	10,910



ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


			Payments Due by Period										Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		After 5 years		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Revolving credit facility (including interest at 3.50%) ⁽¹⁾	$	27.1	$	0.9	$	26.2	$	—	$	—
Term loan (including interest at 3.50%)⁽¹⁾	286.7		24.6		262.1		—		—
Revolving credit facility (including interest at 1.87%) ⁽¹⁾											$	218.7	$	3.8	$	7.6	$	207.3	$	—
Term loan (including interest at 1.99%) ⁽¹⁾											327.1		13.5		41.3		272.3		—
Finance leases	11.6		4.9		5.2		1.3		0.2		9.9		4.1		4.6		1.1		0.1
Operating leases	277.9		57.8		87.5		56.9		75.7		288.0		61.9		90.9		58.8		76.4
Open purchase obligations ⁽²⁾	1,344.8		1,138.9		204.7		1.2		—		1,250.8		1,094.0		156.1		0.7		—
Other long-term obligations, including current portion ⁽³⁾	386.8		67.0		310.1		9.7		—		396.5		66.9		320.4		9.2		—
Total Contractual Obligations	$	2,334.9	$	1,294.1	$	895.8	$	69.1	$	75.9	$	2,491.0	$	1,244.2	$	620.9	$	549.4	$	76.5


			Amount of Commitment Expiration by Period										Amount of Commitment Expiration by Period
Other Commercial Commitments	Total Committed		Less than 1 year		1-3 years		3-5 years		After 5 years		Total Committed		Less than 1 year		1-3 years		3-5 years		More than 5 years
Letters of credit	$	109.0	$	109.0	$	—	$	—	$	—	$	79.0	$	79.0	$	—	$	—	$	—


(2)	Represents open purchase orders for material and subcontracting costs related to construction and services contracts. These purchase orders are not reflected in EMCOR’s Consolidated Balance Sheets and should not impact future cash flows as amounts should be recovered through customer billings.



Period	Total Number of Shares Purchased (1)(2)	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2020 to January 31, 2020	—	—	—	$158,506,898
February 1, 2020 to February 29, 2020	214,500	$78.41	214,500	$141,687,752
March 1, 2020 to March 31, 2020	1,269,255	$64.79	1,269,255	$259,458,907
Total	1,483,755	$66.75	1,483,755



~~Period~~	~~Total Number of~~ ~~Shares Purchased (1) (2)~~	~~Average Price~~ ~~Paid Per Share~~	~~Total Number of Shares~~ ~~Purchased as Part of~~ ~~Publicly Announced~~ ~~Plans or Programs~~	~~Approximate Dollar Value~~ ~~of Shares That May Yet be~~ ~~Purchased Under~~ ~~the Plan or Programs~~
~~January 1, 2019 to~~ ~~January 31, 2019~~	—	—	—	~~$158,506,898~~
~~February 1, 2019 to~~ ~~February 28, 2019~~	—	—	—	~~$158,506,898~~
~~March 1, 2019 to~~ ~~March 31, 2019~~	—	—	—	~~$158,506,898~~
~~Total~~	—	—	—


(2)	Excludes ~~52,653~~31,748 shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under ~~share-based compensation~~such plans.