What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-31 compared with 2025-04-30 · 344 added, 111 removed, 731 unchanged (38% of the section changed)

51 unchanged sentences

Three months ended

Six months ended

2025 2024 2025 2024

Revenues $ 4,304,400 $ 3,666,897 $ 8,171,772 $ 7,099,173

4 unchanged sentences

Net periodic pension income

Interest income, net

55 221 109 443

Interest (expense) income, net

( 3,240 ) 6,106 2,147 13,647

Income before income taxes 412,027 339,135 736,224 606,851

Income tax provision 109,867 91,563 193,387 162,130

$ 240,677 $ 197,149

Net income $ 302,160 $ 247,572 $ 542,837 $ 444,721

Basic earnings per common share $ 6.74 $ 5.27 $ 12.00 $ 9.45

7 unchanged sentences

Three months ended

June 30, Six months ended

2025 2024 2025 2024

$ 302,160 $ 247,572 $ 542,837 $ 444,721

Other comprehensive income (loss), net of tax:

2 unchanged sentences

loss included in net income (1)

506 482 983 966

Other comprehensive income (loss) 11,696 727 17,515 ( 5 )

1 unchanged sentence

$ 313,856 $ 248,299 $ 560,352 $ 444,716

(1) Net of tax of $ 0.2 million for each of the three months ended March 31, 2025 and 2024.

(1) Net of tax of $ 0.2 million for each of the three months ended June 30, 2025 and 2024, and net of tax of $ 0.3 million for each of the six months ended June 30, 2025 and 2024.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(In thousands)(Unaudited)

Three months ended

Six months ended

Cash flows - operating activities:

15 unchanged sentences

Proceeds from revolving credit facility

Repayments of revolving credit facility

( 275,000 ) —

Repayments of finance lease liabilities ( 1,433 ) ( 1,393 )

13 unchanged sentences

(1) Includes $ 0.8 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2024.

(2) Includes $ 0.8 million and $ 1.5 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of March 31, 2025 and 2024, respectively.

(2) Includes $ 1.2 million and $ 0.9 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of June 30, 2025 and 2024, respectively.

See Notes to Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the three months ended March 31, 2024 and 2025

For the three months ended June 30, 2024 and 2025

(In thousands)(Unaudited)

4 unchanged sentences

stock Noncontrolling

Balance, March 31, 2024

$ 2,615,382 $ 612 $ 87,673 $ ( 86,436 ) $ 4,003,079 $ ( 1,390,583 ) $ 1,037

247,572 — — — 247,572 — —

Other comprehensive income

727 — — 727 — — —

Tax withholding for common stock issued under share-based compensation plans ( 118 ) — ( 118 ) — — — —

Common stock dividends ( 11,749 ) — 35 — ( 11,784 ) — —

Repurchases of common stock ( 111,061 ) — — — — ( 111,061 ) —

Share-based compensation expense 4,844 — 4,844 — — — —

Balance, June 30, 2024

$ 2,745,597 $ 612 $ 92,434 $ ( 85,709 ) $ 4,238,867 $ ( 1,501,644 ) $ 1,037

Balance, March 31, 2025

$ 2,951,928 $ 612 $ 93,424 $ ( 79,708 ) $ 5,007,257 $ ( 2,071,628 ) $ 1,971

302,160 — — — 302,160 — —

Other comprehensive income

11,696 — — 11,696 — — —

Tax withholding for common stock issued under share-based compensation plans ( 190 ) — ( 190 ) — — — —

Common stock dividends ( 11,189 ) — 23 — ( 11,212 ) — —

Repurchases of common stock ( 204,655 ) — — — — ( 204,655 ) —

Share-based compensation expense 3,822 — 3,822 — — — —

Balance, June 30, 2025

$ 3,053,572 $ 612 $ 97,079 $ ( 68,012 ) $ 5,298,205 $ ( 2,276,283 ) $ 1,971

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

See Notes to Consolidated Financial Statements.

EMCOR Group, Inc.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the six months ended June 30, 2024 and 2025

(In thousands)(Unaudited)

EMCOR Group, Inc.

stock Capital

surplus Accumulated other comprehensive loss (1)

earnings Treasury

stock Noncontrolling

Balance, December 31, 2023

9 unchanged sentences

Share-based compensation expense 11,371 — 11,371 — — — —

Balance, March 31, 2024

Balance, June 30, 2024

$ 2,745,597 $ 612 $ 92,434 $ ( 85,709 ) $ 4,238,867 $ ( 1,501,644 ) $ 1,037

10 unchanged sentences

Share-based compensation expense 13,092 — 13,092 — — — —

Balance, March 31, 2025

Balance, June 30, 2025

$ 3,053,572 $ 612 $ 97,079 $ ( 68,012 ) $ 5,298,205 $ ( 2,276,283 ) $ 1,971

12 unchanged sentences

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of those of a normal recurring nature) necessary to present fairly our financial position and the results of our operations.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

NOTE 2 - New Accounting Pronouncements

96 unchanged sentences

When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

Based on an evaluation of individual projects that were substantially complete in prior periods but had revisions to total estimated costs or anticipated contract value (inclusive of the settlement of previously outstanding change orders and claims) that resulted in an increase to profitability in excess of $ 1.0 million, we recognized revenue during the three months ended March 31, 2025 and 2024, as summarized in the following table (in thousands):

Based on an evaluation of individual projects that were substantially complete in prior periods but had revisions to total estimated costs or anticipated contract value (inclusive of the settlement of previously outstanding change orders and claims) that resulted in an increase to profitability in excess of $ 1.0 million, we recognized revenue during the three and six months ended June 30, 2025 and 2024, as summarized in the following table (in thousands):

For the three months ended

For the six months ended

2025 2024 2025 2024

United States electrical construction and facilities services $ 2,373 $ 3,076 $ 2,512 $ 8,413

5 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

Based on an evaluation of individual projects that had revisions to total estimated costs or anticipated contract value that resulted in a reduction of profitability in excess of $ 1.0 million, our operating results were negatively impacted during the three months ended March 31, 2025 and 2024, as summarized in the following table (in thousands):

Based on an evaluation of individual projects that had revisions to total estimated costs or anticipated contract value that resulted in a reduction of profitability in excess of $ 1.0 million, our operating results were negatively impacted during the three and six months ended June 30, 2025 and 2024, as summarized in the following table (in thousands):

For the three months ended

For the six months ended

2025 2024 2025 2024

United States electrical construction and facilities services $ 14,878 $ 12,292 $ 24,520 $ 16,485

4 unchanged sentences

Our contracts are with many different customers in numerous industries.

The following tables provide further disaggregation of our revenues, by categories we use to evaluate our financial performance within each of our reportable segments, for the three months ended March 31, 2025 and 2024 (in thousands, except for percentages).

The following tables provide further disaggregation of our revenues, by categories we use to evaluate our financial performance within each of our reportable segments, for the three and six months ended June 30, 2025 and 2024 (in thousands, except for percentages).

Refer to Note 14 - Segment Information of the notes to consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment.

For the three months ended March 31,

For the three months ended June 30,

Total 2024 % of

20 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the three months ended March 31,

For the three months ended June 30,

Total 2024 % of

16 unchanged sentences

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

For the three months ended March 31,

For the three months ended June 30,

Total 2024 % of

4 unchanged sentences

Total segment revenues $ 793,259 $ 781,108

For the three months ended March 31,

For the three months ended June 30,

Total 2024 % of

4 unchanged sentences

Total United States operations $ 4,169,836 $ 3,560,330

For the three months ended March 31,

For the three months ended June 30,

Total 2024 % of

9 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the six months ended June 30,

Total 2024 % of

United States electrical construction and facilities services:

Network and communications market sector $ 1,186,303 49 % $ 634,561 41 %

Commercial market sector 215,094 9 % 162,999 10 %

Manufacturing and industrial market sector 209,633 8 % 203,926 13 %

Healthcare market sector 241,416 10 % 114,957 7 %

High-tech manufacturing market sector 81,124 3 % 88,346 6 %

Institutional market sector 119,081 5 % 76,571 5 %

Transportation market sector 128,556 5 % 99,981 6 %

Water and wastewater market sector 20,286 1 % 15,299 1 %

Hospitality and entertainment market sector 49,625 2 % 38,308 2 %

Short-duration projects (1)

139,682 6 % 102,283 7 %

Service work 41,033 2 % 29,558 2 %

2,431,833 1,566,789

Less intersegment revenues ( 3,742 ) ( 2,084 )

Total segment revenues $ 2,428,091 $ 1,564,705

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

For the six months ended June 30,

Total 2024 % of

United States mechanical construction and facilities services:

Network and communications market sector $ 720,037 21 % $ 305,704 10 %

Commercial market sector 396,910 12 % 532,138 17 %

Manufacturing and industrial market sector 407,523 12 % 392,375 13 %

Healthcare market sector 293,615 9 % 273,424 9 %

High-tech manufacturing market sector 563,805 17 % 687,806 22 %

Institutional market sector 197,567 6 % 224,384 7 %

Transportation market sector 24,169 1 % 29,662 1 %

Water and wastewater market sector 166,687 5 % 150,443 5 %

Hospitality and entertainment market sector 66,067 2 % 29,630 1 %

Short-duration projects (1)

194,729 6 % 182,831 6 %

Service work 299,144 9 % 277,515 9 %

3,330,253 3,085,912

Less intersegment revenues ( 2,393 ) ( 3,066 )

Total segment revenues $ 3,327,860 $ 3,082,846

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

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the six months ended June 30,

Total 2024 % of

United States building services:

Mechanical services $ 1,178,002 77 % $ 1,095,883 70 %

Commercial site-based services 276,869 18 % 370,501 24 %

Government site-based services 81,011 5 % 95,884 6 %

Total segment revenues $ 1,535,882 $ 1,562,268

For the six months ended June 30,

Total 2024 % of

United States industrial services:

Field services $ 559,597 87 % $ 585,672 86 %

Shop services 80,477 13 % 92,428 14 %

Total segment revenues $ 640,074 $ 678,100

Total United States operations $ 7,931,907 $ 6,887,919

For the six months ended June 30,

Total 2024 % of

United Kingdom building services:

Service work $ 117,692 49 % $ 101,004 48 %

Project work 122,173 51 % 110,250 52 %

Total segment revenues $ 239,865 $ 211,254

Consolidated revenues

$ 8,171,772 $ 7,099,173

Accounts Receivable and Allowance for Credit Losses

5 unchanged sentences

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

At March 31, 2025 and December 31, 2024, our allowance for credit losses was $ 25.0 million and $ 35.0 million, respectively.

At June 30, 2025 and December 31, 2024, our allowance for credit losses was $ 27.5 million and $ 35.0 million, respectively.

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

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

The change in the allowance for credit losses for the three months ended March 31, 2025 was as follows (in thousands):

The change in the allowance for credit losses for the six months ended June 30, 2025 was as follows (in thousands):

Balance at December 31, 2024

1 unchanged sentence

Amounts written off against the allowance, net of recoveries ( 16,465 )

Balance at March 31, 2025

The decrease in our allowance for credit losses was due to the write-off of specific receivables which were previously reserved for within our United States building services segment, partially offset by the provision for credit losses recorded during the three months ended March 31, 2025, which included a $ 4.0 million increase in the allowance for credit losses within our United States industrial services segment.

Balance at June 30, 2025

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3 - Revenue from Contracts with Customers (Continued)

The decrease in our allowance for credit losses was due to the write-off of specific receivables which were previously reserved for within our United States building services segment, partially offset by the provision for credit losses recorded during the six months ended June 30, 2025, which included a $ 5.0 million increase in the allowance for credit losses within our United States industrial services segment.

Contract Assets and Contract Liabilities

10 unchanged sentences

The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3 - Revenue from Contracts with Customers (Continued)

Net contract liabilities in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):

Net contract liabilities in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

2025 December 31, 2024

5 unchanged sentences

Contract assets and contract liabilities increased by approximately $ 31.2 million and $ 101.0 million, respectively, as a result of acquisitions made by us in 2025.

Excluding the impact of acquisitions, net contract liabilities decreased by approximately $ 99.0 million during the three months ended March 31, 2025, as we recognized revenue on a number of construction projects for which we were previously billed ahead.

Excluding the impact of acquisitions, net contract liabilities decreased by approximately $ 45.1 million during the six months ended June 30, 2025, as:

(a) we recognized revenue on a number of construction projects for which we were previously billed ahead and (b) we are currently underbilled on certain contracts where we anticipate invoicing as contractual milestones are achieved.

There was no significant impairment of contract assets recognized during the periods presented.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3 - Revenue from Contracts with Customers (Continued)

Transaction Price Allocated to Remaining Unsatisfied Performance Obligations

The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of March 31, 2025 (in thousands, except for percentages):

The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of June 30, 2025 (in thousands, except for percentages):

2025 % of Total

7 unchanged sentences

Total operations $ 11,914,388 100 %

Our remaining performance obligations at March 31, 2025 were approximately $ 11.75 billion.

Our remaining performance obligations at June 30, 2025 were approximately $ 11.91 billion.

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

6 unchanged sentences

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

Our remaining performance obligations are comprised of:

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

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

EMCOR Group, Inc.

2 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

Our remaining performance obligations are comprised of:

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

Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands):

12 unchanged sentences

Under the terms of the transaction, we acquired 100 % of Miller Electric's capital stock for total cash consideration of approximately $ 868.6 million.

This acquisition is expected to complement our existing electrical construction capabilities in high-growth end markets while expanding our geographic presence.

This acquisition complements our existing electrical construction capabilities in high-growth end markets and expands our geographic presence.

The results of operations of Miller Electric have been included within our United States electrical construction and facilities services segment.

For the period from February 3, 2025 to March 31, 2025, such acquisition contributed revenues of $ 183.1 million and operating income of $ 12.7 million, net of amortization expense attributable to identifiable intangible assets of $ 7.4 million.

During the three months ended March 31, 2025, we incurred $ 9.4 million of transaction related costs in connection with this acquisition.

For the period from February 3, 2025 to June 30, 2025, such acquisition contributed revenues of $ 500.4 million and operating income of $ 21.8 million, net of amortization expense attributable to identifiable intangible assets of $ 18.4 million.

During the first quarter of 2025, we incurred $ 9.4 million of transaction related costs in connection with this acquisition.

These expenses were included in "Selling, general and administrative expenses" in the accompanying Consolidated Statement of Operations.

11 unchanged sentences

Total assets acquired $ 1,104,945

_________________________

(1) The fair value of accounts receivable acquired was $ 222.4 million, with the gross contractual amount being $ 224.4 million.

We expect $ 2.0 million to be uncollectible.

EMCOR Group, Inc.

12 unchanged sentences

Net assets acquired

_________________________

(1) The fair value of accounts receivable acquired was $ 222.4 million, with the gross contractual amount being $ 224.4 million.

We expect $ 2.0 million to be uncollectible.

Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the future economic benefits expected from this strategic acquisition.

We are evaluating the tax deductibility of the goodwill and identifiable intangible assets acquired;

however, we currently expect that all such amounts will be deductible.

The purchase price allocation is preliminary and subject to change during its measurement period as we finalize asset valuations and certain tax matters, among other items.

The finalization of these items may result in changes in the valuation of assets acquired or liabilities assumed.

The following table summarizes the preliminary fair values of identifiable intangible assets (in thousands) and their estimated useful lives (in years).

7 unchanged sentences

Total identifiable intangible assets $ 475,000

In addition to Miller Electric, during the first quarter of 2 025, we acquired a company for an immaterial amount.

This company provides building automation controls and solutions to commercial, institutional, and industrial customers.

Its results of operations have been included within our United States mechanical construction and facilities services segment.

In addition to Miller Electric, during the first half of 2025, we acquired three companies, for upfront consideration of $ 38.8 million, inclusive of customary working capital adjustments.

Such acquisitions include:

(a) a company in the Midwestern region of the United States that provides building automation controls and solutions to commercial, institutional, and industrial customers, (b) a company that adds capabilities to our national fire protection offerings, and (c) a provider of mechanical construction and maintenance services in the Western region of the United States.

The results of their operations have been included within our United States mechanical construction and facilities services segment.

In connection with these acquisitions, we acquired working capital of $ 5.0 million and other net assets of $ 2.4 million, and have preliminarily ascribed $ 16.1 million to goodwill and $ 15.3 million to identifiable intangible assets.

We expect that all of the goodwill and identifiable intangible assets acquired in connection with the acquisitions we completed during the first half of 2025 will be deductible for tax purposes.

The purchase price allocations for the businesses acquired in 2025 are preliminary and subject to change during their respective measurement periods as we finalize asset valuations and certain tax matters, among other items.

The finalization of these items may result in changes in the valuation of assets acquired or liabilities assumed.

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

3 unchanged sentences

(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.

In connection with these acquisitions, we acquired working capital of $ 29.0 million and other net assets of $ 1.1 million, and have preliminarily ascribed $ 61.9 million to goodwill and $ 139.1 million to identifiable intangible assets.

In connection with these acquisitions, we acquired working capital of $ 29.0 million and other net assets of $ 1.1 million, and have ascribed $ 61.9 million to goodwill and $ 139.1 million to identifiable intangible assets.

EMCOR Group, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 - Acquisitions of Businesses (Continued)

We expect that all of the goodwill and identifiable intangible assets acquired in connection with these 2024 acquisitions will be deductible for tax purposes.

The purchase price allocations for one of the businesses acquired in 2024 is preliminary and subject to change during its measurement period.

Although not expected to be significant, as we finalize such purchase price allocation, adjustments may result in changes to the valuation of assets and liabilities acquired.

The purchase price allocations for the other businesses acquired in 2024 have been finalized during their respective measurement periods with an insignificant impact.

NOTE 5 - Earnings Per Share

Calculation of Basic and Diluted Earnings per Common Share

The following table summarizes our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data):

The following tables summarize our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data):

For the three months ended

5 unchanged sentences

Diluted earnings per common share $ 6.72 $ 5.25

The number of share-based awards excluded from the computation of diluted EPS for the three months ended March 31, 2025 and 2024 because they would be anti-dilutive were 21,080 and 1,095 , respectively.

For the six months ended

$ 542,837 $ 444,721

Weighted average shares outstanding used to compute basic earnings per common share 45,227,690 47,053,768

Effect of dilutive securities—Share-based awards 153,054 182,970

Shares used to compute diluted earnings per common share 45,380,744 47,236,738

Basic earnings per common share $ 12.00 $ 9.45

Diluted earnings per common share $ 11.96 $ 9.41

The number of share-based awards excluded from the computation of diluted EPS for both the three and six months ended June 30, 2025 because they would be anti-dilutive were 3,635 .

The number of share-based awards excluded from the computation of diluted EPS for the three and six months ended June 30, 2024 because they would be anti-dilutive were 5,200 and 9,399 , respectively.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 6 - Inventories

Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):

Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

2025 December 31,

3 unchanged sentences

NOTE 7 - Debt

Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):

Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

2025 December 31,

3 unchanged sentences

Total debt $ 256,386 $ 6,095

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 7 - Debt (Continued)

Credit Agreement

3 unchanged sentences

We may allocate up to $ 600.0 million of available capacity under the 2023 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries.

As of March 31, 2025, we had $ 250.0 million in direct borrowings outstanding under the 2023 Revolving Credit Facility.

As of June 30, 2025, we had $ 250.0 million in direct borrowings outstanding under the 2023 Revolving Credit Facility.

There were no direct borrowings outstanding under the 2023 Revolving Credit Facility as of December 31, 2024.

Outstanding letters of credit reduce the available capacity under this facility and, as of March 31, 2025 and December 31, 2024, we had $ 71.5 million and $ 71.2 million of letters of credit outstanding, respectively.

Outstanding letters of credit reduce the available capacity under this facility and, as of June 30, 2025 and December 31, 2024, we had $ 71.5 million and $ 71.2 million of letters of credit outstanding, respectively.

At the Company’s election, borrowings under the 2023 Revolving Credit Facility bear interest at either:

2 unchanged sentences

(a) the prime commercial lending rate announced by Bank of Montreal from time to time, (b) the federal funds effective rate, plus ½ of 1.00%, (c) Adjusted Term SOFR for a one-month tenor, plus 1.00 %, or (d) 0.00 %.

The interest rate in effect at March 31, 2025 was 5.54 %.

The interest rate in effect at June 30, 2025 was 5.54 %.

A commitment fee is payable on the average daily unused amount of the 2023 Revolving Credit Facility, which ranges from 0.125 % to 0.25 %, depending on the Company’s Leverage Ratio.

The fee was 0.125 % of the unused amount as of March 31, 2025 and December 31, 2024.

The fee was 0.125 % of the unused amount as of June 30, 2025 and December 31, 2024.

Fees for letters of credit issued under the 2023 Revolving Credit Facility range from 0.85 % to 1.875 % of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed depending on the Company’s Leverage Ratio.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 7 - Debt (Continued)

Obligations under the 2023 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets.

The 2023 Credit Agreement contains customary covenants providing for, among other things, the maintenance of certain financial ratios and certain limitations on the payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures.

We were in compliance with all such covenants as of March 31, 2025 and December 31, 2024.

We were in compliance with all such covenants as of June 30, 2025 and December 31, 2024.

Finance Lease Liabilities

The current portion of our finance lease liabilities of $ 2.5 million and $ 2.2 million at March 31, 2025 and December 31, 2024, respectively, were included in “Other accrued expenses and liabilities,” and the non-current portion of our finance lease liabilities of $ 4.6 million and $ 3.8 million at March 31, 2025 and December 31, 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

The current portion of our finance lease liabilities of $ 2.3 million and $ 2.2 million at June 30, 2025 and December 31, 2024, respectively, were included in “Other accrued expenses and liabilities,” and the non-current portion of our finance lease liabilities of $ 4.1 million and $ 3.8 million at June 30, 2025 and December 31, 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

NOTE 8 - Fair Value Measurements

6 unchanged sentences

Level 3 – Significant unobservable inputs that reflect the reporting entity’s own assumptions.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 8 - Fair Value Measurements (Continued)

Recurring Fair Value Measurements

The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

Assets at Fair Value as of March 31, 2025

The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):

Assets at Fair Value as of June 30, 2025

Asset Category Level 1 Level 2 Level 3 Total

4 unchanged sentences

Restricted cash (3)

1,173 — — 1,173

Total $ 559,512 $ — $ — $ 559,512

9 unchanged sentences

(1) Cash and cash equivalents 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, 2025 and December 31, 2024, we had $ 363.3 million and $ 1,088.0 million, respectively, in money market funds.

At June 30, 2025 and December 31, 2024, we had $ 261.0 million and $ 1,088.0 million, respectively, in money market funds.

From time to time, we have cash balances in certain of our domestic bank accounts that exceed federally insured limits.

2 unchanged sentences

Restricted cash represents cash held in account for use on customer contracts.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 8 - Fair Value Measurements (Continued)

Nonrecurring Fair Value Measurements

16 unchanged sentences

The carrying value of the debt associated with our 2023 Credit Agreement approximates its fair value due to the variable rate on such debt.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 9 - Income Taxes

The following table presents our income tax provision and our income tax rate for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):

The following table presents our income tax provision and our income tax rate for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):

For the three months ended

For the six months ended

2025 2024 2025 2024

Income tax provision $ 109,867 $ 91,563 $ 193,387 $ 162,130

1 unchanged sentence

The difference between the U.S.

statutory tax rate of 21 % and our effective income tax rate for both the three months ended March 31, 2025 and 2024 was primarily a result of state and local income taxes and other permanent book-to-tax differences.

The increase in our income tax provision for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, was predominantly due to greater income before income taxes.

The decrease in our effective income tax rate for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was attributable to the impact of favorable discrete tax items during the first quarter of 2025 and a slight decrease in the state and local effective tax rate due to changes in the mix of earnings.

As of March 31, 2025 and December 31, 2024, we had no unrecognized income tax benefits.

statutory tax rate of 21 % and our effective income tax rate for both the three and six months ended June 30, 2025 and 2024 was primarily a result of state and local income taxes and other permanent book-to-tax differences.

The increase in our income tax provision for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, was due to greater income before income taxes.

The decrease in our effective income tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily attributable to a decrease in the state and local effective tax rate due to changes in the mix of earnings.

As of June 30, 2025 and December 31, 2024, we had no unrecognized income tax benefits.

We file a consolidated federal income tax return including all of our U.S.

2 unchanged sentences

Our income tax returns are subject to audit by various taxing authorities and are currently under examination for the years 2020 through 2023.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 (“OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated bonus depreciation.

While we currently do not expect this legislation to have a material impact on our annual effective tax rate for 2025, we are evaluating the future impact of the OBBBA on our financial position and/or results of operations.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 10 - Common Stock

As of March 31, 2025 and December 31, 2024, there were 45,330,671 and 45,810,125 shares of our common stock outstanding, respectively.

During the three months ended March 31, 2025 and 2024, we issued 52,275 and 68,073 shares of common stock, respectively.

As of June 30, 2025 and December 31, 2024, there were 44,762,776 and 45,810,125 shares of our common stock outstanding, respectively.

During the three months ended June 30, 2025 and 2024, we issued 5,106 and 12,506 shares of common stock, respectively.

During the six months ended June 30, 2025 and 2024, we issued 57,381 and 80,579 shares of common stock, respectively.

These shares were issued upon the satisfaction of required conditions under our share-based compensation plans.

4 unchanged sentences

In February 2025, our Board increased such amount by $ 500 million.

Since the inception of the repurchase program, through March 31, 2025, the Board has authorized us to repurchase up to $ 3.15 billion of our outstanding common stock.

During the three months ended March 31, 2025, we repurchased approximately 0.5 million shares of our common stock for approximately $ 218.7 million, inclusive of the applicable excise tax.

Since the inception of the repurchase program through March 31, 2025, we have repurchased approximately 27.6 million shares of our common stock for approximately $ 2.61 billion.

As of March 31, 2025, there remained authorization for us to repurchase approximately $ 540.8 million of our shares.

Since the inception of the repurchase program, through June 30, 2025, the Board has authorized us to repurchase up to $ 3.15 billion of our outstanding common stock.

During the six months ended June 30, 2025, we repurchased approximately 1.1 million shares of our common stock for approximately $ 423.3 million, inclusive of the applicable excise tax.

Since the inception of the repurchase program through June 30, 2025, we have repurchased approximately 28.2 million shares of our common stock for approximately $ 2.81 billion.

As of June 30, 2025, there remained authorization for us to repurchase approximately $ 336.2 million of our shares.

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

4 unchanged sentences

These amounts will be subsequently recognized as net periodic pension income within the Consolidated Statements of Operations.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 11 - Retirement Plans (Continued)

Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”);

4 unchanged sentences

Components of Net Periodic Pension Income

The components of net periodic pension income of the UK Plan for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

The components of net periodic pension income of the UK Plan for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

For the three months ended

For the six months ended

2025 2024 2025 2024

Interest cost $ 2,552 $ 2,362 $ 4,968 $ 4,738

3 unchanged sentences

$ ( 26 ) $ ( 203 ) $ ( 51 ) $ ( 406 )

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 - Commitments and Contingencies

7 unchanged sentences

We have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our behalf.

As of March 31, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $ 2.8 billion, which represents approximately 24 % of our total remaining performance obligations.

As of June 30, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $ 2.7 billion, which represents approximately 23 % of our total remaining performance obligations.

Surety bonds are sometimes provided to secure obligations for wages and benefits payable to or for certain of our employees, at the request of labor unions representing such employees.

In addition, surety bonds may be issued as collateral for certain insurance obligations.

As of March 31, 2025, we satisfied approximately $ 61.7 million of the collateral requirements of our insurance programs by utilizing surety bonds.

As of June 30, 2025, we satisfied approximately $ 61.7 million of the collateral requirements of our insurance programs by utilizing surety bonds.

We are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future.

3 unchanged sentences

However, when remediation is required as part of our contract performance, we believe we comply with all applicable regulations governing the discharge of hazardous materials into the environment or otherwise relating to the protection of the environment.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 - Commitments and Contingencies (Continued)

Government Contracts

14 unchanged sentences

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

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 - Commitments and Contingencies (Continued)

On October 10, 2024, a chemical release occurred at the PEMEX Deer Park Refinery in Deer Park, Texas.

As a result of the release, two people were killed and approximately 80 others claim to have suffered bodily injuries.

Several lawsuits were filed in Harris County, Texas on behalf of the various claimants.

Those lawsuits were thereafter assigned the status of “multi-district litigation” and consolidated in the 281st District Court, Harris County.

(“Repcon”) and EMCOR Industrial Services, Inc., indirect subsidiaries of the Company, have been named in several of the lawsuits.

Repcon expects to participate in mediations related to this matter.

Based on currently available information, we believe insurance will cover much or all of any amounts required to be paid by Repcon or EMCOR Industrial Services, Inc.

in connection with these lawsuits.

Insurance Liabilities

4 unchanged sentences

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.

As of March 31, 2025 and December 31, 2024, the estimated current portion of such undiscounted insurance liabilities, included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets, were $ 68.6 million and $ 50.8 million, respectively.

The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” as of March 31, 2025 and December 31, 2024 were $ 230.0 million and $ 237.3 million, respectively.

The current portion of anticipated insurance recoveries of $ 11.6 million and $ 9.2 million as of March 31, 2025 and December 31, 2024, respectively, were included in “Prepaid expenses and other,” and the non-current portion of anticipated insurance recoveries of $ 39.8 million and $ 38.7 million as of March 31, 2025 and December 31, 2024, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, the estimated current portion of such undiscounted insurance liabilities, included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets, were $ 68.6 million and $ 50.8 million, respectively.

The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” as of June 30, 2025 and December 31, 2024 were $ 247.4 million and $ 237.3 million, respectively.

The current portion of anticipated insurance recoveries of $ 12.0 million and $ 9.2 million as of June 30, 2025 and December 31, 2024, respectively, were included in “Prepaid expenses and other,” and the non-current portion of anticipated insurance recoveries of $ 42.0 million and $ 38.7 million as of June 30, 2025 and December 31, 2024, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

NOTE 13 - Additional Cash Flow Information

The following table presents additional cash flow information for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended

The following table presents additional cash flow information for the six months ended June 30, 2025 and 2024 (in thousands):

For the six months ended

Cash paid for:

20 unchanged sentences

The accounting policies of our reportable segments are the same as those applied at the consolidated financial statement level.

The following tables present the revenues and operating income for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):

The following tables present the revenues and operating income for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended

22 unchanged sentences

NOTE 14 - Segment Information (Continued)

For the six months ended

Revenues from unrelated entities:

United States electrical construction and facilities services $ 2,428,091 $ 1,564,705

United States mechanical construction and facilities services 3,327,860 3,082,846

United States building services 1,535,882 1,562,268

United States industrial services 640,074 678,100

Total United States operations 7,931,907 6,887,919

United Kingdom building services 239,865 211,254

Consolidated revenues

$ 8,171,772 $ 7,099,173

Total revenues:

United States electrical construction and facilities services $ 2,478,353 $ 1,569,623

United States mechanical construction and facilities services 3,364,985 3,106,715

United States building services 1,557,587 1,596,150

United States industrial services 651,743 684,487

Less intersegment revenues ( 120,761 ) ( 69,056 )

Total United States operations 7,931,907 6,887,919

United Kingdom building services 239,865 211,254

Consolidated revenues

$ 8,171,772 $ 7,099,173

For the three months ended

10 unchanged sentences

Net periodic pension income

Interest (expense) income, net

( 3,240 ) 6,106

Income before income taxes $ 412,027 $ 339,135

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 14 - Segment Information (Continued)

For the six months ended

Operating income (loss):

United States electrical construction and facilities services $ 293,701 $ 180,166

United States mechanical construction and facilities services 425,484 364,160

United States building services 86,468 80,298

United States industrial services 6,341 30,712

Total United States operations 811,994 655,336

United Kingdom building services 13,412 11,154

Corporate administration ( 91,438 ) ( 73,729 )

Consolidated operating income

733,968 592,761

Net periodic pension income

Interest income, net

Income before income taxes $ 736,224 $ 606,851

The following tables provide the significant expenses that are regularly provided to and reviewed by our CODM for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):

The following tables provide the significant expenses that are regularly provided to and reviewed by our CODM for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended

8 unchanged sentences

$ 3,470,629 $ 2,982,896

For the six months ended

Cost of sales:

United States electrical construction and facilities services $ 1,956,431 $ 1,280,035

United States mechanical construction and facilities services 2,661,229 2,508,047

United States building services 1,236,199 1,277,440

United States industrial services 550,338 574,421

Total United States operations 6,404,197 5,639,943

United Kingdom building services 211,086 185,920

Consolidated cost of sales

$ 6,615,283 $ 5,825,863

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 14 - Segment Information (Continued)

For the three months ended

9 unchanged sentences

Consolidated selling, general and administrative expenses $ 418,559 $ 351,193

For the six months ended

Selling, general and administrative expenses:

United States electrical construction and facilities services $ 177,959 $ 104,504

United States mechanical construction and facilities services 241,147 210,639

United States building services 213,215 204,530

United States industrial services 83,395 72,967

Total United States operations 715,716 592,640

United Kingdom building services 15,367 14,180

Corporate administration

91,438 73,729

Consolidated selling, general and administrative expenses $ 822,521 $ 680,549

The following tables present other financial information for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended

Depreciation and amortization of property, plant, and equipment:

United States electrical construction and facilities services $ 2,464 $ 1,960

United States mechanical construction and facilities services 5,365 3,946

United States building services 4,042 3,881

United States industrial services 3,290 3,068

Total United States operations 15,161 12,855

United Kingdom building services 1,068 1,009

Corporate administration

Total depreciation and amortization of property, plant, and equipment $ 16,557 $ 14,071

EMCOR Group, Inc.

2 unchanged sentences

NOTE 14 - Segment Information (Continued)

The following tables present other financial information for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended

For the six months ended

Depreciation and amortization of property, plant, and equipment:

16 unchanged sentences

Total amortization of identifiable intangible assets $ 30,089 $ 20,161

For the three months ended

Capital expenditures:

For the six months ended

Amortization of identifiable intangible assets:

United States electrical construction and facilities services $ 22,430 $ 3,333

4 unchanged sentences

United Kingdom building services — —

Corporate administration

Total capital expenditures $ 26,131 $ 20,278

Total amortization of identifiable intangible assets $ 56,452 $ 36,412

EMCOR Group, Inc.

2 unchanged sentences

NOTE 14 - Segment Information (Continued)

The following table presents the total assets for each of our reportable segments as of March 31, 2025 and December 31, 2024 (in thousands):

For the three months ended

Capital expenditures:

United States electrical construction and facilities services $ 4,187 $ 2,036

United States mechanical construction and facilities services 12,367 8,415

United States building services 4,770 4,944

United States industrial services 3,221 1,771

Total United States operations 24,545 17,166

United Kingdom building services 1,928 1,905

Corporate administration

Total capital expenditures $ 28,043 $ 19,251

For the six months ended

Capital expenditures:

United States electrical construction and facilities services $ 8,809 $ 3,104

United States mechanical construction and facilities services 23,346 16,553

United States building services 8,113 9,992

United States industrial services 6,526 5,304

Total United States operations 46,794 34,953

United Kingdom building services 4,384 3,850

Corporate administration

Total capital expenditures $ 54,174 $ 39,529

The following table presents the total assets for each of our reportable segments as of June 30, 2025 and December 31, 2024 (in thousands):

2025 December 31,

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements