Table of Contents

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

Business Description

We are one of the largest specialty contractors in the United States and a leading provider of electrical and mechanical construction and facilities services, building services, and industrial services. Our services are provided to a broad range of commercial, technology, manufacturing, industrial, healthcare, utility, and institutional customers through approximately 100 operating subsidiaries. Such operating subsidiaries are organized into the following reportable segments:

•United States electrical construction and facilities services;

•United States mechanical construction and facilities services;

•United States building services;

•United States industrial services; and

•United Kingdom building services.

We refer to our United States electrical construction and facilities services segment and our United States mechanical construction and facilities services segment together as our United States construction segments.

For a more complete description of our operations, refer to Item 1. Business of our Form 10-K for the year ended December 31, 2024.

Overview

The following table presents selected financial data for the quarters ended March 31, 2025 and 2024 (in thousands, except for percentages and per share data):

For the three months ended

March 31,

20252024

Revenues$3,867,372 $3,432,276

Revenues increase from prior year12.7 %18.7 %

Gross profit$722,718 $589,309

Gross profit as a percentage of revenues18.7 %17.2 %

Operating income$318,756 $259,953

Operating income as a percentage of revenues8.2 %7.6 %

Net income

$240,677 $197,149

Diluted earnings per common share$5.26 $4.17

Revenues of $3.87 billion for the quarter ended March 31, 2025 set a new quarterly record for the Company and represent an increase of 12.7% from revenues of $3.43 billion for the quarter ended March 31, 2024. Demand for our services continues to be strong across most of the market sectors we serve and, as described in further detail below, we experienced revenue growth within all of our reportable segments, except for our United States building services segment. Revenues for the first quarter of 2025 included incremental acquisition contribution of approximately $250.9 million.

Operating income for the quarter ended March 31, 2025 was $318.8 million, or 8.2% of revenues, establishing new records for the Company with respect to a first quarter. This compares to operating income of $260.0 million, or 7.6% of revenues, for the quarter ended March 31, 2024. The $58.8 million increase in operating income, and corresponding 60 basis point expansion in operating margin, were predominantly a result of improved operating performance within our United States construction segments, as described in further detail below. Operating income for the quarter ended March 31, 2025 included incremental acquisition contribution of $14.2 million, net of amortization expense attributable to identifiable intangible assets of $10.5 million.

Net income of $240.7 million, or $5.26 per diluted share, for the quarter ended March 31, 2025 compares favorably to net income of $197.1 million, or $4.17 per diluted share, for the quarter ended March 31, 2024. While the majority of the increase in our net income and diluted earnings per share was a result of the increased operating income referenced above, diluted earnings per share for the quarter ended March 31, 2025 additionally benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout 2024 and the first quarter of 2025.

Impact of Acquisitions

In order to provide a more meaningful period-over-period discussion of our operating results, we may discuss amounts generated or incurred (revenues, gross profit, selling, general and administrative expenses, and operating income) from companies acquired. The amounts discussed reflect the acquired companies' operating results in the current reported period only for the time period these entities were not owned by EMCOR in the comparable prior reported period. For further discussion regarding our acquisitions, refer to Note 4 - Acquisitions of Businesses of the notes to consolidated financial statements.

During the first quarter of 2025, we completed the acquisition of Miller Electric Company ("Miller Electric"), a leading electrical contractor predominantly operating across the Southeastern United States. The results of operations for Miller Electric have been included within our United States electrical construction and facilities services segment. In addition to Miller Electric, we acquired a company which provides building automation controls and solutions to commercial, institutional, and industrial customers. Although de minimis, the results of operations for such acquisition have been included within our United States mechanical construction and facilities services segment.

We acquired seven companies during calendar year 2024 for upfront consideration of $231.1 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) an electrical contractor in the Southeast region of the United States, that has been included in our United States electrical construction and facilities services segment, (b) two companies that have been included within our United States mechanical construction and facilities services segment, including: (i) a leading plumbing services provider in the Southeast region of the United States and (ii) a full service provider of mechanical construction and maintenance services in Central Texas, (c) three companies that have been included in our United States building services segment, including: (i) a provider of building automation and controls solutions in the Northeast region of the United States, (ii) a mechanical services company in the Western region of the United States, and (iii) a mechanical services company in the Eastern region of the United States, and (d) an instrumentation and electrical contractor, that has been included in our United States industrial services segment, which provides electrical, automation, digital integration, and fabrication services to various energy sector and process equipment customers.

Results of Operations

Revenues

The following table presents our operating segment revenues from unrelated entities and their respective percentages of total revenues (in thousands, except for percentages):

For the three months ended March 31,

2025% ofTotal2024% ofTotal

Revenues:

United States electrical construction and facilities services$1,087,844 28 %$764,711 22 %

United States mechanical construction and facilities services1,572,602 41 %1,427,665 42 %

United States building services742,623 19 %781,160 23 %

United States industrial services359,002 9 %354,053 10 %

Total United States operations3,762,071 97 %3,327,589 97 %

United Kingdom building services105,301 3 %104,687 3 %

Consolidated revenues

$3,867,372 100 %$3,432,276 100 %

As described in more detail below, due to strong demand for our services across most of the market sectors we serve, our consolidated revenues for the first quarter of 2025 increased to $3.87 billion compared to $3.43 billion for the first quarter of 2024. While the most significant revenue growth was experienced within our United States construction segments, we generated greater revenues within all of our reportable segments, except for our United States building services segment. Revenues for the first quarter of 2025 included incremental acquisition contribution of approximately $250.9 million.

Revenues of our United States electrical construction and facilities services segment were $1,087.8 million for the three months ended March 31, 2025, an increase of $323.1 million compared to revenues of $764.7 million for the three months ended March 31, 2024. This segment's results included $186.3 million of incremental acquisition revenues, almost entirely from Miller Electric. From a market sector perspective, increased revenues were generated from all of the sectors we serve, except for the manufacturing and industrial market sector, which experienced a modest decline year-over-year. While the largest increase in revenues was seen within the network and communications market sector, predominantly driven by greater demand for data center construction projects, this segment additionally experienced notable increases in revenues from: (a) the healthcare market sector, as a result of greater project activity across several of the geographies in which we operate, (b) the transportation market sector, due to certain infrastructure projects currently underway, and (c) the institutional market sector, given an increase in revenues from certain public sector projects.

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Our United States mechanical construction and facilities services segment revenues for the three months ended March 31, 2025 were $1,572.6 million, a $144.9 million increase compared to revenues of $1,427.7 million for the three months ended March 31, 2024. This segment's results included $47.3 million of incremental acquisition revenues. Similar to our United States electrical construction and facilities services segment, this segment generated the most significant increase in revenues from the network and communications market sector due to greater demand for data center construction projects. In addition to data centers, notable revenue growth was experienced within: (a) the healthcare market sector, primarily throughout the Southeast region of the United States, inclusive of incremental contribution from acquired companies, (b) the hospitality and entertainment market sector, given increased project activity in the Western region of the United States, and (c) the water and wastewater market sector, driven by several projects within the Southeast region of the United States. Further contributing to the revenue increase within this segment was a greater level of service volume. These increases were partially offset by revenue declines from: (a) the commercial market sector, as a result of: (i) fewer active warehousing and distribution projects for certain of our e-commerce customers and (ii) the completion or substantial completion of certain tenant fit-out or office projects, and (b) the high-tech manufacturing market sector as we work towards completion of the initial phases of certain semiconductor manufacturing construction projects.

Revenues of our United States building services segment for the three months ended March 31, 2025 were $742.6 million compared to revenues of $781.2 million for the three months ended March 31, 2024. Excluding incremental acquisition contribution of $2.6 million, this segment's revenues for the three months ended March 31, 2025 decreased by $41.1 million as the strength of its mechanical services division was more than offset by revenue declines within its commercial site-based and government site-based services divisions due to the loss of certain facilities maintenance contracts not renewed pursuant to rebid. With respect to this segment's mechanical services division, revenue growth was experienced from: (a) HVAC project and retrofit work, as demand for these services remained strong, partially as our customers continue to seek ways to improve the energy efficiency of their facilities, (b) service repair and maintenance volumes, given growth in our service contract base, and (c) building automation and controls projects, as we continue to expand our service offerings in this area.

Revenues of our United States industrial services segment for the three months ended March 31, 2025 were $359.0 million, compared to revenues of $354.1 million for the three months ended March 31, 2024. This segment's results included $14.7 million of incremental acquisition revenues. Excluding such acquisition contribution, the reduction in this segment's revenues resulted primarily from the deferral or delay of planned turnaround projects, partially due to abnormal weather conditions within the Gulf Coast region.

For the three months ended March 31, 2025, our United Kingdom building services segment generated revenues of $105.3 million, a slight increase from the $104.7 million generated during the three months ended March 31, 2024. A modest reduction in facilities maintenance revenues was more than offset by increased project work largely within the manufacturing and industrial and network and communications market sectors.

Cost of sales and gross profit

The following table presents our cost of sales, gross profit (revenues less cost of sales), and gross profit as a percentage of revenues ("gross profit margin") (in thousands, except for percentages):

For the three months ended

March 31,

20252024

Cost of sales$3,144,654 $2,842,967

Gross profit$722,718 $589,309

Gross profit margin18.7 %17.2 %

Our gross profit for the three months ended March 31, 2025 was $722.7 million, or 18.7% of revenues, compared to gross profit of $589.3 million, or 17.2% of revenues, for the three months ended March 31, 2024. The year-over-year increase in gross profit and the expansion in gross profit margin were driven by both of our United States construction segments, as well as our United States building services segment in each case due to an improved revenue mix and excellent project execution. Our gross profit for the three months ended March 31, 2025 included incremental acquisition contribution of $41.8 million net of amortization expense attributable to identifiable intangible assets of $5.4 million.

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Selling, general and administrative expenses

The following table presents our selling, general and administrative expenses ("SG&A") and selling, general and administrative expenses as a percentage of revenues ("SG&A margin") (in thousands, except for percentages):

For the three months ended

March 31,

20252024

Selling, general and administrative expenses$403,962 $329,356

SG&A margin10.4 %9.6 %

Our selling, general and administrative expenses for the three months ended March 31, 2025 were $404.0 million, or 10.4% of revenues, compared to selling, general and administrative expenses of $329.4 million, or 9.6% of revenues, for the three months ended March 31, 2024. Selling, general and administrative expenses for the three months ended March 31, 2025 included: (a) $27.5 million of incremental expenses directly related to companies acquired, including amortization expense attributable to identifiable intangible assets of $5.1 million, and (b) $9.4 million of transaction related costs incurred in connection with the acquisition of Miller Electric.

Excluding incremental expenses resulting from acquisitions, our selling, general and administrative expenses increased by $37.7 million, primarily as a result of greater: (a) salaries and related employment expenses, due to additional headcount to support our organic revenue growth as well as annual cost of living adjustments, (b) incentive compensation expense, predominantly within our United States construction segments, given higher projected annual operating results, and (c) computer hardware and software costs due to various information technology and cybersecurity initiatives currently in process. These increases were partially offset by a decrease in the provision for credit losses year-over-year.

The 80 basis point year-over-year increase in our SG&A margin was primarily due to: (a) improved gross profit and gross profit margin, which resulted in the above referenced increase in incentive compensation expense across certain of our operating subsidiaries, (b) a decrease in revenues, without a commensurate decrease in selling, general and administrative expenses, within our United States building services segment, and (c) the impact of the $9.4 million of transaction related costs referenced above.

Operating income (loss)

The following table presents our operating income (loss) and operating income (loss) as a percentage of segment revenues ("operating margin") (in thousands, except for percentages):

For the three months ended March 31,

2025% ofSegmentRevenues2024% ofSegmentRevenues

Operating income (loss):

United States electrical construction and facilities services$136,057 12.5 %$91,589 12.0 %

United States mechanical construction and facilities services186,747 11.9 %150,720 10.6 %

United States building services36,423 4.9 %33,459 4.3 %

United States industrial services6,760 1.9 %17,966 5.1 %

Total United States operations365,987 9.7 %293,734 8.8 %

United Kingdom building services4,987 4.7 %5,377 5.1 %

Corporate administration(52,218)- (39,158)-

Consolidated operating income

318,756 8.2 %259,953 7.6 %

Other items:

Net periodic pension income

54 222

Interest income, net

5,387 7,541

Income before income taxes$324,197 $267,716

Operating income for the three months ended March 31, 2025 was $318.8 million, an increase of $58.8 million compared to operating income of $260.0 million for the three months ended March 31, 2024. Operating margin for the three months ended March 31, 2025 was 8.2% compared to an operating margin of 7.6% for the three months ended March 31, 2024.

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As described in more detail below, these increases in profitability were predominantly a result of improved operating performance within our United States construction segments, due to a more favorable mix of work and better project execution, including enhanced productivity, due in part to investments in virtual design and construction, prefabrication, and automation. Operating income for the three months ended March 31, 2025 included incremental acquisition contribution of $14.2 million net of amortization expense attributable to identifiable intangible assets of $10.5 million.

Operating income of our United States electrical construction and facilities services segment was $136.1 million, or 12.5% of revenues, for the three months ended March 31, 2025, compared to $91.6 million, or 12.0% of revenues, for the three months ended March 31, 2024. Operating income and operating margin of this segment benefited from greater gross profit and gross profit margin due to an increase in revenues, excellent project execution, and a more favorable mix of work. While the most significant increase in gross profit was generated within the network and communications market sector, this segment additionally experienced increases within the majority of the other market sectors in which we operate. Largely driven by Miller Electric, this segment's operating income included incremental acquisition contribution of $12.0 million, net of amortization expense attributable to identifiable intangible assets of $8.0 million.

Our United States mechanical construction and facilities services segment's operating income for the three months ended March 31, 2025 was $186.7 million, or 11.9% of revenues, compared to operating income of $150.7 million, or 10.6% of revenues, for the three months ended March 31, 2024. Similar to our United States electrical construction and facilities services segment, this improved performance was a result of greater gross profit and gross profit margin due to an increase in revenues, excellent project execution, and a more favorable mix of work. From a market sector perspective, this segment also experienced greater profitability across the majority of the sectors in which we operate, with the most significant increases in gross profit coming from the network and communications and high-tech manufacturing market sectors. Despite the reduction in high-tech manufacturing revenues referenced above, favorable progression on a number of contracts resulted in greater profitability within the quarter. This segment's operating income included incremental acquisition contribution of $2.6 million, net of amortization expense attributable to identifiable intangible assets of $1.6 million. Partially offsetting these increases was a reduction in gross profit from the commercial market sector, primarily as a result of the reduced revenues previously referenced.

Operating income of our United States building services segment was $36.4 million, or 4.9% of revenues, for the three months ended March 31, 2025 compared to $33.5 million, or 4.3% of revenues, for the three months ended March 31, 2024. For the first quarter of 2025, this segment experienced an increase in gross profit and gross profit margin from its mechanical services division, due to greater profitability across its portfolio of HVAC retrofits, building automation and controls projects, and repair service work orders. These increases were partially offset by reductions in gross profit and gross profit margin from the segment's commercial site-based services and government site-based services divisions given the loss of the previously referenced facilities maintenance contracts. The results of this segment for the prior year period included an $11.0 million reserve for a specific customer bankruptcy within its commercial site-based services division, which negatively impacted the segment's operating margin by 140 basis points for the three months ended March 31, 2024.

Our United States industrial services segment reported operating income of $6.8 million, or 1.9% of revenues, for the three months ended March 31, 2025, compared to $18.0 million, or 5.1% of revenues, for the three months ended March 31, 2024. The decreases in operating income and operating margin of this segment were primarily a result of: (a) a less favorable revenue mix when compared to the prior year period, which benefited from turnaround projects of a greater size as well as a large renewable fuel project, (b) the impact of the aforementioned project deferrals and delays, which resulted in a greater amount of unabsorbed labor costs, and (c) a $4.0 million increase in the allowance for credit losses, which negatively impacted the operating margin of this segment by 110 basis points.

Operating income of our United Kingdom building services segment was $5.0 million, or 4.7% of revenues, for the three months ended March 31, 2025, compared to $5.4 million, or 5.1% of revenues, for the three months ended March 31, 2024. The slight decrease in operating income and the reduction in operating margin were due to certain mobilization costs incurred during the first quarter of 2025 as a result of the recent award of a facilities maintenance contract by a new customer.

Our corporate administration expenses for the three months ended March 31, 2025 were $52.2 million, compared to $39.2 million for the three months ended March 31, 2024. The increase in corporate expenses was primarily due to: (a) $9.4 million in transaction related costs incurred in connection with the acquisition of Miller Electric, and (b) greater computer hardware and software costs, due to various information technology and cybersecurity initiatives currently in process.

Other items

Net interest income for the three months ended March 31, 2025 was $5.4 million compared to net interest income of $7.5 million for the three months ended March 31, 2024. The year-over-year decrease in net interest income was a result of an increase in interest expense, given the outstanding borrowings under our revolving credit facility during the first quarter of 2025, coupled with a reduction in interest income due to a lower average rate earned on our invested cash.

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For the three months ended March 31, 2025, our income tax provision was $83.5 million compared to an income tax provision of $70.6 million for the three months ended March 31, 2024. Our effective income tax rate for the three months ended March 31, 2025 was 25.8% compared to an effective income tax rate for the three months ended March 31, 2024 of 26.4%. Refer to Note 9 - Income Taxes of the notes to consolidated financial statements for further discussion regarding our income tax provision and effective income tax rate.

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 percentage of total remaining performance obligations (in thousands, except for percentages):

March 31,

2025

% of TotalDecember 31, 2024% of TotalMarch 31,

2024

% of Total

Remaining performance obligations:

United States electrical construction and facilities services$4,284,106 36 %$3,068,396 31 %$2,551,430 28 %

United States mechanical construction and facilities services5,751,004 49 %5,463,096 54 %4,997,257 54 %

United States building services1,289,585 11 %1,246,642 12 %1,351,585 15 %

United States industrial services224,832 2 %138,599 1 %111,935 1 %

Total United States operations11,549,527 98 %9,916,733 98 %9,012,207 98 %

United Kingdom building services200,526 2 %185,466 2 %163,145 2 %

Total operations$11,750,053 100 %$10,102,199 100 %$9,175,352 100 %

Our remaining performance obligations at March 31, 2025 were approximately $11.75 billion compared to approximately $10.10 billion at December 31, 2024 and approximately $9.18 billion at March 31, 2024. When compared to December 31, 2024, remaining performance obligations increased by approximately $1.65 billion. Such increase was driven by the acquisition of Miller Electric, which added approximately $1.0 billion of remaining performance obligations as of March 31, 2025, as well as new contract awards across all of our reportable segments. From a market sector perspective, the most significant growth was experienced within: (a) network and communications, largely as a result of several data center construction contracts, (b) healthcare, (c) manufacturing and industrial, including certain food processing construction projects, (d) water and wastewater, and (e) hospitality and entertainment. Partially offsetting these increases was a decrease in remaining performance obligations within the high-tech manufacturing market sector, primarily as a result of progress made on certain semiconductor construction projects.

See Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for further disclosure regarding our remaining performance obligations.

Liquidity and Capital Resources

The following section discusses our principal liquidity and capital resources, as well as our primary liquidity requirements and sources and uses of cash.

We are focused on the efficient conversion of operating income into cash to provide for the Company's material cash requirements, including working capital needs, investment in our growth strategies through business acquisitions and capital expenditures, satisfaction of contractual commitments, including principal and interest payments on any outstanding indebtedness, and shareholder return through share repurchases and dividend payments. We strive to maintain a balanced approach to capital allocation in order to achieve growth, deliver value, and minimize risk.

Management monitors financial markets and overall economic conditions for factors that may affect our liquidity and capital resources and adjusts our capital allocation strategy as necessary. Negative macroeconomic trends could have an adverse effect on future liquidity if we experience delays in the payment of outstanding receivables beyond normal payment terms, an increase in credit losses, or significant increases in the price of commodities or the materials and equipment utilized for our project and service work, beyond those experienced to date. In addition, during economic downturns, there have typically been fewer small discretionary projects from the private sector and our competitors have aggressively bid larger long-term infrastructure and public sector contracts. Our liquidity is also impacted by: (a) the type and length of construction contracts in place, as performance of long duration contracts typically requires greater amounts of working capital, (b) the level of turnaround activities within our United States industrial services segment, as such projects are billed in arrears pursuant to contractual terms that are standard within the industry, and (c) the billing terms of our maintenance contracts, including those within our United States and United Kingdom building services segments. While we strive to negotiate favorable billing terms, which allow us to invoice in advance of costs incurred on certain of our contracts, there can be no assurance that such terms will be agreed to by our customers.

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As of March 31, 2025, we had cash and cash equivalents, excluding restricted cash, of $576.7 million, which are maintained in depository accounts and highly liquid investments with original maturity dates of three months or less. Both our short-term and long-term liquidity requirements are expected to be met through our cash and cash equivalent balances, cash generated from our operations, and, as necessary, the borrowing capacity under our revolving credit facility. Our credit agreement provides for a $1.30 billion revolving credit facility, for which there was $978.5 million of available capacity as of March 31, 2025.

Refer to Note 7 - Debt of the notes to consolidated financial statements for further information regarding our credit agreement. Based upon our current credit rating and financial position, we can also reasonably expect to be able to secure long-term debt financing if required to achieve our strategic objectives; however, no assurances can be made that such debt financing will be available on favorable terms. We believe that we have sufficient financial resources available to meet our short-term and foreseeable long-term liquidity requirements.

Cash Flows

The following table presents a summary of our operating, investing, and financing cash flows (in thousands):

For the three months ended

March 31,

20252024

Net cash provided by operating activities$108,471 $132,264

Net cash used in investing activities$(875,441)$(19,439)

Net cash used in financing activities$(829)$(58,948)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash$4,869 $(1,140)

(Decrease) increase in cash, cash equivalents, and restricted cash

$(762,930)$52,737

During the three months ended March 31, 2025, our cash balance, including cash equivalents and restricted cash, decreased by approximately $762.9 million from $1,340.4 million at December 31, 2024 to $577.5 million at March 31, 2025. Changes in our cash position from December 31, 2024 to March 31, 2025 are described in further detail below.

Operating Activities - Operating cash flows generally represent our net income as adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities for the three months ended March 31, 2025 was approximately $108.5 million compared to approximately $132.3 million for the three months ended March 31, 2024. The decrease in our operating cash flow period-over-period was a result of an increase in working capital, primarily on our construction projects, given the progression on a number of contracts for which we were previously billed ahead. As we worked through these upfront payments, we saw the expected decrease in operating cash as our cash outflows exceeded our inflows on these projects. Such decrease was partially offset by an increase in our net income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Investing Activities - Investing cash flows consist primarily of payments for acquisition of businesses, capital expenditures, and proceeds from the sale or disposal of property, plant, and equipment. Net cash used in investing activities for the three months ended March 31, 2025 increased by approximately $856.0 million compared to the three months ended March 31, 2024, predominantly due to the acquisition of Miller Electric.

Financing Activities - Financing cash flows consist primarily of the issuance and repayment of short-term and long-term debt, repurchases of common stock, payments of dividends to stockholders, and the issuance of common stock through certain equity plans. Net cash used in financing activities was $0.8 million for the three months ended March 31, 2025 compared to $58.9 million for the three months ended March 31, 2024. The $58.1 million variance was primarily due to $250.0 million in borrowings made under our revolving credit facility, partially offset by a $185.8 million increase in common stock repurchases made by us during the first quarter of 2025. The timing of common stock repurchases is at management's discretion subject to securities laws and other legal requirements and depends upon several factors, including market and business conditions, current and anticipated future liquidity, share price, and share availability, among others. For additional detail regarding our share repurchase program, refer to Note 10 - Common Stock of the notes to consolidated financial statements.

We currently pay a regular quarterly dividend of $0.25 per share. For the three months ended March 31, 2025 and 2024, cash payments related to dividends were $11.5 million and $8.5 million, respectively. Our credit agreement places limitations on the payment of dividends on our common stock. However, we do not believe that the terms of such agreement currently materially limit our ability to pay such quarterly dividends for the foreseeable future.

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash - We are exposed to fluctuations in foreign currency exchange rates, almost entirely with respect to the British pound. Therefore, the $6.0 million variance between the three months ended March 31, 2025 and 2024 was a direct result of exchange rate movements for the British pound versus the United States dollar.

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Material Cash Requirements from Contractual and Other Obligations

As of March 31, 2025, our short-term and long-term material cash requirements for known contractual and other obligations were as follows:

Outstanding Debt and Interest Payments - As of March 31, 2025, we had $250.0 million in direct borrowings outstanding under our revolving credit facility. Future interest payments will be determined based on prevailing interest rates at that time. Refer to Note 7 - Debt of the notes to consolidated financial statements for further detail of our debt obligations, including our revolving credit facility.

Operating and Finance Leases - In the normal course of business, we lease real estate, vehicles, and equipment under various arrangements which are classified as either operating or finance leases. Future payments for such leases, excluding leases with initial terms of one year or less, were $454.3 million at March 31, 2025, with $106.0 million payable within the next 12 months.

Open Purchase Obligations - As of March 31, 2025, we had $2.72 billion of open purchase obligations, of which payments totaling approximately $2.31 billion are expected to become due within the next 12 months. These obligations represent open purchase orders to suppliers and subcontractors related to our construction and services contracts. These purchase orders are not reflected in the Consolidated Balance Sheets and are not expected to impact future liquidity as amounts should be recovered through customer billings.

Insurance Obligations - As described in further detail in Note 12 - Commitments and Contingencies of the notes to consolidated financial statements, we have loss payment deductibles and/or self-insured retentions for certain insurance matters. As of March 31, 2025, our insurance liabilities, net of estimated recoveries, were $247.2 million. Of this net amount, approximately $57.0 million is estimated to be payable within the next 12 months. Due to many uncertainties inherent in resolving these matters, it is not practical to estimate these payments beyond such period. 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.

Contingent Consideration Liabilities - We have incurred liabilities related to contingent consideration arrangements associated with certain acquisitions, payable in the event discrete performance objectives are achieved by the acquired businesses during designated post-acquisition periods. The aggregate amount of these liabilities can change due to additional business acquisitions, settlement of outstanding liabilities, changes in the fair value of amounts owed based on performance during such post-acquisition periods, and accretion in present value. As of March 31, 2025, the present value of expected future payments relating to these contingent consideration arrangements was $28.6 million. Of this amount, $20.0 million is estimated as being payable within the next 12 months, with the remainder due pursuant to the terms of our contractual agreements, some of which extend into 2027.

In addition, material cash requirements for other potential obligations, for which we cannot reasonably estimate future payments, include the following:

Legal Proceedings - We are involved in several legal proceedings in which damages and claims have been asserted against us. While litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance, we do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. Refer to Note 12 - Commitments and Contingencies of the notes to consolidated financial statements for more information regarding legal proceedings.

Multiemployer Benefit Plans - In addition to our Company sponsored benefit plans, we participate in certain multiemployer pension and other post-retirement plans. The cost of these plans is equal to the annual required contributions determined in accordance with the provisions of negotiated collective bargaining agreements. Our future contributions to the multiemployer plans are dependent upon a number of factors. Amounts of future contributions that we would be contractually obligated to make pursuant to these plans cannot be reasonably estimated. Refer to Note 14 - Retirement Plans of the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2024 for more information regarding multiemployer benefit plans.

Off-Balance Sheet Arrangements and Other Commercial Commitments

The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, surety bonds as a condition to the award of such contracts. These surety bonds are issued in return for premiums, which vary depending on the size and type of the bond, and secure our payment and performance obligations under such contracts. 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.

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Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract completion in certain circumstances. Such amounts can also fluctuate from period to period based upon the mix and level of our bonded operating activity. For example, public sector contracts require surety bonds more frequently than private sector contracts and, accordingly, our bonding requirements typically increase as the amount of our public sector work increases. Our estimated maximum exposure as it relates to the value of the surety bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a surety bond generally extinguishes concurrently with the expiration of its related contractual obligation.

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 or letters of credit may be issued as collateral for certain insurance obligations. As of March 31, 2025, we satisfied approximately $61.7 million and $71.2 million of the collateral requirements of our insurance programs by utilizing surety bonds and letters of credit, respectively. All such letters of credit were issued under our revolving credit facility, therefore reducing the available capacity of such facility.

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.

From time to time, we discuss with our current and other surety bond providers the amounts of surety bonds that may be available to us based on our financial strength and the absence of any default by us on any surety bond issued on our behalf and believe those amounts are currently adequate for our needs. However, if we experience changes in our bonding relationships or if there are adverse changes in the surety industry, we may: (a) seek to satisfy certain customer requests for surety bonds by posting other forms of collateral in lieu of surety bonds, such as letters of credit, parent company guarantees, or cash, in order to convince customers to forego the requirement for surety bonds, (b) increase our activities in our businesses that rarely require surety bonds, and/or (c) refrain from bidding for certain projects that require surety bonds.

There can be no assurance that we would be able to effectuate alternatives to providing surety bonds to our customers or to obtain, on favorable terms, sufficient additional work that does not require surety bonds. Accordingly, a reduction in the availability of surety bonds could have a material adverse effect on our financial position, results of operations, and/or cash flows.

In the ordinary course of business, we, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.

We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein.

New Accounting Pronouncements

We review new accounting standards to determine the expected impact, if any, that the adoption of such standards will have on our financial position and/or results of operations. See Note 2 - New Accounting Pronouncements of the notes to consolidated financial statements for further information regarding new accounting standards, including the anticipated dates of adoption and the effects on our consolidated financial position, results of operations, or liquidity.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements is based on the application of significant accounting policies, which require management to make estimates and assumptions. Our significant accounting policies are described further in Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2024. We base our estimates on historical experience, known or expected trends, third-party valuations, and various other assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. There have been no significant changes to our critical accounting policies or methods during the three months ended March 31, 2025.