UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 28, 2013

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (713) 830-9600

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02                                  Results of Operations and Financial Condition

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Comfort Systems USA, Inc. (the “Company”) dated February 28, 2013 reporting the Company’s financial results for the fourth quarter of 2012 and for the year ended December 31, 2012.

The above information and attached press release are being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information included herein and in the attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01                                  Other Events

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated February 28, 2013 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to shareholders of record as of the close of business on the record date, March 11, 2013.

ITEM 9.01                                  Financial Statements and Exhibits

The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated February 28, 2013 reporting the Company’s financial results for the fourth quarter of 2012 and for the year ended December 31, 2012.

Exhibit 99.2 Press Release of Comfort Systems USA, Inc. dated February 28, 2013 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to shareholders of record as of the close of business on the record date, March 11, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      February 28, 2013

2

EXHIBIT INDEX

3

Exhibit 99.1

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA REPORTS FOURTH QUARTER AND FULL YEAR RESULTS

Houston, TX — February 28, 2013 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced net income attributable to Comfort Systems USA of $4,351,000 or $0.12 per diluted share, for the quarter ended December 31, 2012.  During the current quarter, the Company substantially completed its shutdown of an operation located in Delaware which it decided to curtail operating in the fourth quarter of 2011.  Net income from continuing operations attributable to Comfort Systems USA was $3,759,000 or $0.10 per diluted share for the current quarter.  Excluding the reduction in goodwill and other noncash items recorded in the fourth quarter of 2011, adjusted non-GAAP net income from continuing operations attributable to Comfort Systems USA was $4,321,000 or $0.12 per diluted share, for the quarter ended December 31, 2011.  The Company reported revenue from continuing operations of $315,870,000 in the current quarter.  On a same-store basis, the Company reported revenue from continuing operations of $308,544,000, as compared to $313,851,000 in 2011.  The Company also reported free cash flow of $24,840,000 in the current quarter, as compared to $49,537,000 in 2011.  Backlog from continuing operations as of December 31, 2012 was $617,951,000 as compared to $622,847,000 as of September 30, 2012 and $629,542,000 as of December 31, 2011.

Brian Lane, Comfort Systems USA’s Chief Executive Officer, said, “We experienced good cash flow and solid earnings in the fourth quarter and we are pleased to report increased profitability in 2012.  Activity levels in nonresidential building construction remain subdued, but we believe we are getting more than our proportionate share of the available market.  Service, repair and retrofit exceeded 50% of our 2012 revenue, and these activities continue to provide us with a majority of our earnings and cash flow as we prepare for a recovery in construction.”

The Company reported net income from continuing operations attributable to Comfort Systems USA for the year ended December 31, 2012 of $13,108,000 or $0.35 per diluted share.  Excluding the reduction in goodwill and other noncash items, adjusted non-GAAP net income from continuing operations attributable to Comfort Systems USA was $8,773,000 or $0.23 per diluted share for the year ended December 31, 2011.  The Company reported revenue from continuing operations of $1,331,185,000 in the current year.  On a same-store basis, the Company reported revenue from continuing operations of $1,258,054,000, as compared to $1,216,654,000 in 2011.  The Company also reported free cash flow of $19,834,000 in the current year, as compared to $21,731,000 in 2011.

Mr. Lane concluded, “During the last four years of declining markets we have continued to invest in our business through training, acquisitions and productivity improvement.  Although we expect 2013 results will be similar to recent years, we believe that underlying conditions now support a renewed commitment to growth, and that will be our focus in 2013 and beyond.”

As previously announced, the Company will host a webcast and conference call to discuss its financial results and position in more depth on Friday, March 1, 2013 at 10:00 a.m. Central Time.  The call-in number for this conference call is 1-888-679-8035 and enter 34152352 as the passcode.  The Company anticipates that an accompanying slide presentation will also be available under the Investor tab.  Participants may pre-register for the call at https://www.theconferencingservice.com/prereg/key.process?key=PAJUYYUPQ.  Pre-registrants will be issued a pin number to use when dialing in to the live call, which will provide quick access to the conference by bypassing the operator upon connection.  The call can also be accessed on the Company’s website at www.comfortsystemsusa.com under the Investor tab.  A replay of the entire call will be available until 6:00 p.m. Central Time, Friday, March 8, 2013 by calling 1-888-286-8010 with the conference passcode of 79663760, and will also be available on our website on the next business day following the call.

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 87 locations in 72 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.

Certain statements and information in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historic in nature. These forward-looking statements are based on the current expectations and beliefs of Comfort Systems USA, Inc. and its subsidiaries (collectively, the “Company”) concerning future developments and their effect on the Company. While the Company’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates. All comments concerning the Company’s expectations for future revenues and operating results are based on the Company’s forecasts for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future results to differ materially from the Company’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’s labor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regional weakness in construction activity and economic conditions; financial difficulties affecting projects, vendors, customers, or subcontractors; the Company’s backlog failing to translate into actual revenue or profits; difficulty in obtaining or increased costs associated with bonding and insurance; impairment to goodwill; errors in the Company’s percentage-of-completion method of accounting; the result of competition in the Company’s markets; the Company’s decentralized management structure; material failure to comply with varying state and local laws, regulations or requirements; debarment from bidding on or performing government contracts; shortages of labor and specialty building materials; retention of key management; seasonal fluctuations in the demand for HVAC systems; the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance; adverse litigation results; and other risks detailed in our reports filed with the Securities and Exchange Commission.

For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

— Financial tables follow —

Comfort Systems USA, Inc.

Consolidated Statements of Operations

For the Three Months and Twelve Months Ended December 31, 2012 and 2011

(in thousands, except per share amounts)

Note 1:  The diluted earnings per share data presented above reflects the dilutive effect, if any, of stock options and contingently issuable restricted stock which were outstanding during the periods presented.

Supplemental Non-GAAP Information — (Unaudited):

Note 1:  Operating results from continuing operations attributable to Comfort Systems USA, Inc., excluding goodwill impairment, changes in fair value of contingent earn-out obligations and tax valuation allowances are presented because the Company believes it reflects the results of the core ongoing operations of the Company, and because we believe it is responsive to frequent questions we receive from third parties.  However, this measure is not considered a primary measure of an entity’s financial results under generally accepted accounting principles, and accordingly, this amount should not be considered an alternative to operating results as determined under generally accepted accounting principles and as reported by the Company.

Note 2: Net income (loss) from continuing operations attributable to Comfort Systems USA, Inc. is income (loss) from continuing operations less net income (loss) attributable to noncontrolling interests.

Note 3:  The tax rate on these items was computed using the pro forma effective tax rate of the Company exclusive of these charges.

Supplemental Non-GAAP Information — Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) — (Unaudited):

Note 1:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as net income (loss) including noncontrolling interests, excluding discontinued operations, income taxes, other (income) expense, net, changes in the fair value of contingent earn-out obligations, interest expense, net, gain on sale of assets, goodwill impairment and depreciation and amortization.  Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is presented because it is a financial measure that is frequently requested by third parties.  However, Adjusted EBITDA is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, Adjusted EBITDA should not be considered an alternative to operating income (loss), net income (loss), or cash flows as determined under generally accepted accounting principles and as reported by the Company.

Comfort Systems USA, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

Selected Cash Flow Data (in thousands):

Note 1:  Free cash flow is defined as cash flow from operating activities excluding items related to the acquisition of businesses less customary capital expenditures, plus the proceeds from asset sales.  Other companies may define free cash flow differently.  Free cash flow is presented because it is a financial measure that is frequently requested by third parties.  However, free cash flow is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, free cash flow should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

Exhibit 99.2

FOR IMMEDIATE RELEASE

 COMFORT SYSTEMS USA DECLARES QUARTERLY DIVIDEND

Houston, TX — February 28, 2013 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced that its board of directors declared a quarterly dividend of $0.05 per share on Comfort Systems USA, Inc. common stock.  The dividend is payable on March 22, 2013 to shareholders of record at the close of business on March 11, 2013.

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 87 locations in 72 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.