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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number: 1-13011

COMFORT SYSTEMS USA, INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)		76-0526487 (I.R.S. Employer Identification No.)
777 Post Oak Boulevard Suite 500 Houston, Texas 77056 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 830-9600

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

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

The number of shares outstanding of the issuer's common stock, as of April 29, 2008 was 40,113,654.

COMFORT SYSTEMS USA, INC.

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2008

				Page
Part I—Financial Information
	Item 1—Financial Statements
		COMFORT SYSTEMS USA, INC.
			Consolidated Balance Sheets	1
			Consolidated Statements of Operations	2
			Consolidated Statements of Stockholders' Equity	3
			Consolidated Statements of Cash Flows	4
			Condensed Notes to Consolidated Financial Statements	5
	Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations			15
	Item 3—Quantitative and Qualitative Disclosures about Market Risk			28
	Item 4—Controls and Procedures			28
Part II—Other Information
	Item 1—Legal Proceedings			29
	Item 2—Recent Sales of Unregistered Securities			29
	Item 6—Exhibits			30
	Signatures			31

COMFORT SYSTEMS USA, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

			December 31, 2007			March 31, 2008
						(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	139,631		$	88,636
	Accounts receivable, less allowance for doubtful accounts of $3,807 and $3,488 respectively			261,402			270,717
	Other receivables			7,255			9,428
	Inventories			9,397			10,863
	Prepaid expenses and other			14,475			21,787
	Costs and estimated earnings in excess of billings			18,463			22,009

		Total current assets		450,623			423,440
PROPERTY AND EQUIPMENT, net				21,442			29,853
GOODWILL				68,621			82,503
IDENTIFIABLE INTANGIBLE ASSETS, net				2,187			14,378
MARKETABLE SECURITIES				—			11,750
OTHER NONCURRENT ASSETS				4,194			2,465

		Total assets	$	547,067		$	564,389

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Current maturities of long-term debt		$	—		$	—
	Current maturities of capital lease obligations			—			92
	Current maturities of notes to former owners			375			4,709
	Accounts payable			90,866			85,030
	Accrued compensation and benefits			42,768			31,767
	Billings in excess of costs and estimated earnings			104,236			110,547
	Income taxes payable			377			7,806
	Accrued self-insurance expense			21,288			23,062
	Other current liabilities			21,783			22,647

		Total current liabilities		281,693			285,660
LONG-TERM DEBT, NET OF CURRENT MATURITIES				—			—
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT MATURITIES				—			83
NOTES TO FORMER OWNERS, NET OF CURRENT MATURITIES				1,125			9,791
OTHER LONG-TERM LIABILITIES				1,671			3,158

		Total liabilities		284,489			298,692
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
	Preferred stock, $.01 par, 5,000,000 shares authorized, none issued and outstanding			—			—
	Common stock, $.01 par, 102,969,912 shares authorized, 41,123,365 and 41,123,365 shares issued, respectively			411			411
	Treasury stock, at cost, 781,415 and 949,804 shares, respectively			(9,973	)		(11,532	)
	Additional paid-in capital			336,996			333,563
	Accumulated other comprehensive income (loss)			—			(130	)
	Retained earnings (deficit)			(64,856	)		(56,615	)

		Total stockholders' equity		262,578			265,697

		Total liabilities and stockholders' equity	$	547,067		$	564,389

The accompanying notes are an integral part of these consolidated financial statements.

COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

			Three Months Ended March 31,
			2007			2008
REVENUES			$	249,640		$	295,705
COST OF SERVICES				213,126			242,285

		Gross profit		36,514			53,420
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				34,377			40,640
GAIN ON SALE OF ASSETS				(19	)		(30	)

		Operating income		2,156			12,810
OTHER INCOME (EXPENSE):
	Interest income			715			936
	Interest expense			(164	)		(258	)
	Other			33			106

		Other income (expense)		584			784

INCOME BEFORE INCOME TAXES				2,740			13,594
INCOME TAX EXPENSE				934			5,353

NET INCOME			$	1,806		$	8,241

INCOME PER SHARE:
	Basic		$	0.04		$	0.21
	Diluted		$	0.04		$	0.20
SHARES USED IN COMPUTING INCOME PER SHARE:
	Basic			40,499			39,839

	Diluted			41,303			40,484

DIVIDENDS PER SHARE			$	0.035		$	0.045

The accompanying notes are an integral part of these consolidated financial statements.

COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In Thousands, Except Share Amounts)

			Common Stock			Treasury Stock
			Common Stock			Treasury Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders' Equity
			Shares	Amount		Shares		Amount			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders' Equity
BALANCE AT DECEMBER 31, 2006			40,710,003	$	407	—		$	—		$	339,589		$	—		$	(97,282	)	$	242,714
	Issuance of Stock:
		Issuance of shares for options exercised including tax benefit	239,743		2	111,857			1,539			918			—			—			2,459
		Issuance of restricted stock	173,619		2	2,246			32			(34	)		—			—			—
	Shares received in lieu of tax withholding payment on vested restricted stock		—		—	(35,618	)		(481	)		—			—			—			(481	)
	Stock-based compensation expense		—		—	—			—			2,521						—			2,521
	FIN 48 adoption		—		—	—			—			—			—			(40	)		(40	)
	Tax benefit from vesting of restricted stock		—		—	—			—			127			—			—			127
	Dividends		—		—	—			—			(6,125	)		—			—			(6,125	)
	Share repurchase		—		—	(859,900	)		(11,063	)		—			—			—			(11,063	)
	Net income		—		—	—			—			—			—			32,466			32,466

BALANCE AT DECEMBER 31, 2007			41,123,365		411	(781,415	)		(9,973	)		336,996			—			(64,856	)		262,578
	Issuance of Stock:
		Issuance of shares for options exercised including tax benefit (unaudited)	—		—	2,500			30			(17	)		—			—			13
		Issuance of restricted stock (unaudited)	—		—	171,309			2,252			(2,252	)		—			—			—
	Shares received in lieu of tax withholding payment on vested restricted stock (unaudited)		—		—	(4,715	)		(46	)		—			—			—			(46	)
	Stock-based compensation expense (unaudited)		—		—	—			—			639			—			—			639
	Dividends (unaudited)		—		—	—			—			(1,803	)		—			—			(1,803	)
	Share repurchase (unaudited)		—		—	(337,483	)		(3,795	)		—			—			—			(3,795	)
	Net income (unaudited)		—		—	—			—			—			—			8,241			8,241
	Unrealized loss on marketable securities (unaudited)		—		—	—			—			—			(130	)		—			(130	)

	BALANCE AT MARCH 31, 2008 (unaudited)		41,123,365	$	411	(949,804	)	$	(11,532	)	$	333,563		$	(130	)	$	(56,615	)	$	265,697

The accompanying notes are an integral part of these consolidated financial statements.

COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

					Three Months Ended March 31,
					2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income					$	1,806		$	8,241
Adjustments to reconcile net income to net cash used in operating activities—
	Depreciation and amortization expense					1,544			2,540
	Bad debt expense					821			79
	Deferred tax expense					916			298
	Amortization of debt financing costs					26			27
	Gain on sale of assets					(19	)		(30	)
	Stock-based compensation expense					488			639
	Changes in operating assets and liabilities, net of effects of acquisitions— (Increase) decrease in—
			Receivables, net			1,561			6,304
			Inventories			(1,462	)		(26	)
			Prepaid expenses and other current assets			(699	)		(1,898	)
			Costs and estimated earnings in excess of billings			950			(2,963	)
			Other noncurrent assets			202			1,054
		Increase (decrease) in—
			Accounts payable and accrued liabilities			(16,484	)		(17,037	)
			Billings in excess of costs and estimated earnings			(2,478	)		339
			Other long-term liabilities			—			1,387

				Net cash used in operating activities		(12,828	)		(1,046	)

CASH FLOWS FROM INVESTING ACTIVITIES:
		Purchases of property and equipment				(2,490	)		(2,752	)
		Proceeds from sales of property and equipment				41			80
		Proceeds from businesses sold				32			110
		Purchase of marketable securities				—			(18,525	)
		Cash paid for acquisition and intangible assets, net of cash acquired				(4,455	)		(23,218	)

				Net cash used in investing activities		(6,872	)		(44,305	)

CASH FLOWS FROM FINANCING ACTIVITIES:
		Net borrowings on revolving line of credit				—			—
		Payments on other long-term debt				(252	)		—
		Debt financing costs				(312	)		—
		Payments of dividends to shareholders				(1,426	)		(1,803	)
		Share repurchase				—			(3,830	)
		Excess tax benefit of stock-based compensation				237			(15	)
		Proceeds from exercise of options				205			4

				Net cash used in financing activities		(1,548	)		(5,644	)

NET DECREASE IN CASH AND CASH EQUIVALENTS						(21,248	)		(50,995	)

CASH AND CASH EQUIVALENTS, beginning of year						90,286			139,631

CASH AND CASH EQUIVALENTS, end of year					$	69,038		$	88,636

The accompanying notes are an integral part of these consolidated financial statements.

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

(Unaudited)

1. Business and Organization

Comfort Systems USA, Inc., a Delaware corporation, provides comprehensive heating, ventilation and air conditioning ("HVAC") installation, maintenance, repair and replacement services within the mechanical services industry. We operate primarily in the commercial, industrial and institutional HVAC markets, and perform most of our services within office buildings, retail centers, apartment complexes, manufacturing plants, and healthcare, education and government facilities. In addition to standard HVAC services, we provide specialized applications such as building automation control systems, fire protection, process cooling, electronic monitoring and process piping. Certain locations also perform related activities such as electrical service and plumbing. Approximately 59% of our consolidated 2008 revenues to date are attributable to installation of systems in newly constructed facilities, with the remaining 41% attributable to maintenance, repair and replacement services. The following service activities account for our consolidated 2008 revenues to date: HVAC—78%, plumbing—15%, building automation control systems—3%, and other—4%. These service activities are within the mechanical services industry which is the single industry segment we serve.

2. Summary of Significant Accounting Policies

Basis of Presentation

These interim statements should be read in conjunction with the historical Consolidated Financial Statements and related notes of Comfort Systems included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") for the year ended December 31, 2007 (the "Form 10-K").

There were no significant changes in our accounting policies during the current period except for the adoption of Financial Accounting Standards Board ("FASB") Statement No. 157, "Fair Value Measurements" ("Statement 157"), as further discussed in Note 3. For a description of our significant accounting policies, refer to Note 2 of Notes to Consolidated Financial Statements of Comfort Systems included in the Form 10-K.

The accompanying unaudited consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X of the SEC. Accordingly, these financial statements do not include all the footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the Form 10-K. We believe all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. The results of operations for interim periods are not necessarily indicative of the results for the full fiscal year.

Cash Flow Information

Cash paid for interest for the three months ended March 31, 2007 and 2008 was approximately $0.2 million and $0.1 million, respectively. Cash paid for income taxes for the three months ended March 31, 2007 and 2008 was approximately $1.1 million and $0.7 million, respectively.

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

Segment Disclosure

Our activities are within the mechanical services industry which is the single industry segment we serve. Under Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures About Segments of an Enterprise and Related Information," each operating subsidiary represents an operating segment and these segments have been aggregated, as the operating units meet all of SFAS No. 131's aggregation criteria.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, revenues and expenses and disclosures regarding contingent assets and liabilities. Actual results could differ from those estimates. The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, self-insurance accruals, deferred tax assets, warranty accruals, and the quantification of fair value for reporting units in connection with our goodwill impairment testing.

Income Taxes

We file a consolidated return for federal income tax purposes. Income taxes are provided for under the liability method in accordance with SFAS No. 109, "Accounting for Income Taxes," which takes into account differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets represent the tax effect of activity that has been reflected in the financial statements but which will not be deductible for tax purposes until future periods. Deferred tax liabilities represent the tax effect of activity that has been reflected in the financial statements but which will not be taxable until future periods.

We regularly evaluate valuation allowances established for deferred tax assets for which future realization is uncertain. We perform this evaluation each quarter. Estimations of required valuation allowances include estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the activity underlying these assets becomes deductible. We consider projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income is less than the estimates, we may not realize all or a portion of the recorded deferred tax assets.

Our effective tax rate is generally higher than the federal statutory rate primarily due to state taxes.

Financial Instruments

We consider our marketable securities as available-for-sale as defined in SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). These investments are recorded at fair value and are classified as marketable securities in the accompanying consolidated balance sheet as of March 31, 2008. The changes in fair values, net of applicable taxes, are

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

recorded as unrealized gains (losses) as a component of accumulated other comprehensive income in stockholders' equity.

New Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements ("Statement 157")," effective for fiscal years beginning after November 15, 2007. Statement 157 provides guidance for using fair value to measure assets and liabilities. The statement applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The statement does not expand the use of fair value in any new circumstances. On February 12, 2008, the FASB issued FASB Staff Position No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2") that amends Statement 157 to delay the effective date for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. FSP 157-2 defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008. We adopted Statement 157 on January 1, 2008 for financial assets and liabilities measured on a recurring basis. See Note 3.

In December 2007, the FASB issued Statement No. 141(Revised 2007), "Business Combinations"("Statement 141(R))." Statement 141(R) requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. Statement 141(R) also changes the accounting treatment for certain specific items. Statement 141(R) applies prospectively to business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008. We will adopt the provisions of Statement 141(R) for business combinations on January 1, 2009.

Reclassifications

Certain reclassifications have been made in prior period financial statements to conform to current period presentation. These reclassifications have not resulted in any changes to previously reported net income for any periods.

3. Fair Value Measurements

We adopted Statement 157 effective January 1, 2008 for financial assets and liabilities measured on a recurring basis. Statement 157 applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. There was no impact upon adoption of Statement 157 to the consolidated financial statements.

Statement 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. As of March 31, 2008, we held marketable securities that are required to be measured at fair value on a recurring basis. We had no investments in marketable securities as of December 31, 2007.

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

3. Fair Value Measurements (Continued)

Due to recent events in credit markets, the auction events for some of these instruments failed during the first quarter of 2008. As a result of the temporary declines in fair value for our auction rate securities, which we attribute to liquidity issues rather than credit issues, we recorded an unrealized loss of $0.1 million to accumulated other comprehensive income. Our analysis of the fair values of these securities considered, among other items, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction. These securities were also compared, when possible, to other observable market data with similar characteristics.

As of March 31, 2008, we continue to collect interest when due on all of our auction rate securities. Any future fluctuation in fair value related to these instruments that we deem to be temporary, including any recoveries of previous write-downs, would be recorded to accumulated other comprehensive income. If we determine that any future valuation adjustment was other than temporary, we would record a charge to earnings as appropriate.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of Statement 157 at March 31, 2008 were as follows (in thousands):

			Fair Value Measurements at Reporting Date Using
	Balance, March 31, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Auction rate securities	$	18,525	$	—	$	8,525	$	10,000

4. Acquisitions

On March 3, 2008, we completed the acquisition of Merit Mechanical Services ("Merit"), a full service commercial HVAC company based in Redmond, Washington. The total consideration for this transaction was $6.2 million, comprised of $3.6 million of cash, a note payable to the sellers of $2.0 million, and a holdback of $0.6 million. Additional contingent purchased price ("earn-out"), capped at $2.1 million will be paid if Merit achieves certain profitability targets. Our consolidated balance sheet as of March 31, 2008 includes a preliminary allocation of the purchase price to the assets

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

4. Acquisitions (Continued)

acquired and liabilities assumed based on estimates of fair value. The results of operations of Merit Mechanical are included in our consolidated financial statements from March 4, 2008 through March 31, 2008.

On February 29, 2008, we completed the acquisition of Riddleberger Brothers ("Riddleberger"), a full service commercial HVAC company based in Mount Crawford, Virginia. The total consideration for this transaction was $34 million, comprised of $23 million of cash and a note payable to the seller for $11 million. Additional contingent purchase price ("earn-out"), capped at $9.0 million will be paid if Riddleberger achieves certain profitability targets. Our consolidated balance sheet as of March 31, 2008 includes a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on estimates of fair value. The results of operations of Riddleberger are included in our consolidated financial statements from March 1, 2008 through March 31, 2008.

On October 1, 2007, we completed the acquisition of Air Systems Engineering, Inc. ("Air Systems"), an HVAC contractor based in Tacoma, Washington. The total consideration paid in this transaction was approximately $5.6 million, comprised of $3.6 million of cash, a contingent payment of $0.3 million, assumed capital lease obligations of $0.2 million and a note payable to the seller for $1.5 million. Our consolidated balance sheets include a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on estimates of fair value. The results of Air Systems are included in our consolidated financial statements from October 1, 2007 through March 31, 2008.

On March 9, 2007, we completed the acquisition of Madera Mechanical Company ("Madera"), an HVAC contractor based in Tucson, Arizona. The total consideration paid in this transaction was approximately $5.4 million, comprised of $5.2 million of cash and a contingent payment of $0.2 million. The consolidated balance sheets include an allocation of the purchase price to the assets acquired and liability assumed based on estimates of fair value. The results of operations of Madera are included in our consolidated financial statements from March 9, 2007 through March 31,2008.

As of March 31, 2008, we had $82.5 million and $14.4 million, respectively, of goodwill and net identifiable intangible assets (primarily based on the market values of our contract backlog, customer relationships, non-competition agreements and trade names), primarily arising out of the acquisition of companies. As of December 31, 2007, goodwill and net identifiable intangible assets were $68.6 million and $2.2 million, respectively. The increases in goodwill and net identifiable intangible assets (net of accumulated amortization) since December 31, 2007 were related to the acquisitions of Riddleberger and Merit during the first quarter of 2008, pending completion of final valuation and purchase price adjustments. As of March 31, 2008, we have accrued contingent payments of approximately $1.1 million related to prior acquisitions.

5. Restructuring Charges

We recorded restructuring charges of approximately $3.2 million pre-tax in 2003. These charges included approximately $1.5 million for severance costs and retention bonuses primarily associated with the curtailment of our energy efficiency marketing activities, a reorganization of our national accounts operations and a reduction in corporate personnel. The restructuring charges for this period also included approximately $1.6 million for remaining lease obligations and $0.1 million of other costs

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

5. Restructuring Charges (Continued)

recorded in connection with the actions described above. We increased the accrual for these remaining lease obligations by $0.3 million in 2005, $0.1 million in 2006 and $34,000 in 2007, based on revised estimates of when and to what extent we believe we can sublease the related facilities. These increases to the accrual were included in "Cost of Services" and in "Selling, General and Administrative Expenses" in our consolidated statement of operations. Accrued lease termination costs remaining from past restructuring charges are expected to be completed by 2009.

The following table shows the remaining liabilities associated with the cash portion of the restructuring charges as of December 31, 2007 and March 31, 2008(in thousands):

Lease termination costs and other:		Balance at Beginning of Period			Additions			Payments			Balance at End of Period
Year ended December 31, 2007		$	686		$	34	(a)	$	(396	)	$	324
Three months ended March 31, 2008		$	324		$	—		$	(39	)	$	285

(a): These charges were included in "Cost of Services" and in "Selling, General and Administrative Expenses" in our consolidated statement of operations.

6. Long-Term Debt Obligations

Long-term debt obligations consist of the following (in thousands):

		December 31, 2007			March 31, 2008
Revolving credit facility		$	—		$	—
Capital lease obligations			—			175
Notes to former owners			1,500			14,500

	Total debt		1,500			14,675
	Less—current maturities of capital lease obligations		—			(92	)
	Less—current maturities of notes to former owners		(375	)		(4,709	)

	Total long-term portion of debt	$	1,125		$	9,874

We have a $100.0 million senior credit facility (the "Facility") provided by a syndicate of banks which is available for borrowings and letters of credit. The Facility expires in February 2012 and is secured by the capital stock of our current and future subsidiaries. As of March 31, 2008, the total of the Facility was $100.0 million, with no outstanding borrowings, $37.8 million in letters of credit outstanding, and $62.2 million of credit available.

We have a choice of two interest rate options for borrowings under the Facility; these rates are floating rates determined by the broad financial markets, meaning they can and do move up and down from time to time. We estimate that the interest rate applicable to the borrowings under the Facility would be approximately 3.95% as of March 31, 2008. Commitment fees are payable on the portion of the revolving loan capacity not in use for borrowings or letters of credit at any given time. These fees

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

6. Long-Term Debt Obligations (Continued)

range from 0.20%-0.30% per annum, based on the ratio of debt to Credit Facility Adjusted EBITDA, as defined in the credit agreement.

The Facility contains financial covenants defining various financial measures and the levels of these measures with which we must comply. We are in compliance with all the financial covenants as of March 31, 2008.

Notes to Former Owners

We issued a subordinated note to the former owner of Merit, as part of the consideration used to acquire the company. This note had an outstanding balance of $2.0 million as of March 31, 2008. This note bears interest, payable annually, at a weighted average interest rate of 6.0%.

We issued a subordinated note to the former owner of Riddleberger, as part of the consideration used to acquire the company. This note had an outstanding balance of $11.0 million as of March 31, 2008. This note bears interest, payable quarterly, at a weighted average interest rate of 6.0%.

We issued a subordinated note to the former owner of Air Systems as part of the consideration used to acquire the company. This note had an outstanding balance of $1.5 million as of March 31, 2008. This note bears interest, payable quarterly, at a weighted average interest rate of 6.0%.

7. Commitments and Contingencies

Claims and Lawsuits

We are subject to certain claims and lawsuits arising in the normal course of business. We maintain various insurance coverages to minimize financial risk associated with these claims. We have estimated and provided accruals for probable losses and related legal fees associated with certain of its litigation in the accompanying consolidated financial statements. While we cannot predict the outcome of these proceedings, in management's opinion and based on reports of counsel, any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results or financial condition, after giving effect to provisions already recorded.

In addition to the matters described above, we have accrued $4.4 million for potential and asserted backcharges from several customers of our large multi-family operation based in Texas. The accrual is included in "Other Current Liabilities". We believe these accruals reflect a probable outcome with respect to such backcharges and potential backcharges, however, if we are not successful in resolving these disputes, we may in the future experience a material adverse effect on our operating results.

Surety

Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety. If we fail to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for any expenses or outlays it incurs. To date, we are not aware of any

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

7. Commitments and Contingencies (Continued)

losses to our sureties in connection with bonds the sureties have posted on our behalf, and do not expect such losses to be incurred in the foreseeable future.

Surety market conditions remain challenging as a result of significant losses incurred by many sureties in recent periods, both in the construction industry as well as in certain larger corporate bankruptcies. As a result, less bonding capacity is available in the market and terms have become more restrictive. Further, under standard terms in the surety market, sureties issue bonds on a project-by-project basis, and can decline to issue bonds at any time. Historically, approximately 25% to 30% of our business has required bonds. While we have enjoyed a longstanding relationship with its primary surety and have added another surety to further support our bonding needs, current market conditions as well as changes in the sureties' assessment of our operating and financial risk could cause the sureties to decline to issue bonds for our work. If that were to occur, the alternatives include doing more business that does not require bonds, posting other forms of collateral for project performance such as letters of credit or cash, and seeking bonding capacity from other sureties. We would likely also encounter concerns from customers, suppliers and other market participants as to our creditworthiness. While we believe our general operating and financial characteristics, including a significant amount of cash on our balance sheet, would enable us to ultimately respond effectively to an interruption in the availability of bonding capacity, such an interruption would likely cause our revenues and profits to decline in the near term.

Self-Insurance

We are substantially self-insured for worker's compensation, employer's liability, auto liability, general liability and employee group health claims, in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. Loss estimates associated with the larger and longer-developing risks, such as worker's compensation, auto liability and general liability, are reviewed by a third-party actuary quarterly.

Our self-insurance arrangements currently are as follows:

Worker's Compensation—The per-incident deductible for worker's compensation is $250,000. The next layer, $250,000 in excess of $250,000, is covered by the corridor deductible policy explained below. Losses above $500,000 are determined by statutory rules on a state-by-state basis, and are fully covered by excess worker's compensation insurance.

Employer's Liability—For employer's liability, the per incident deductible is $250,000. The next layer, $250,000, in excess of $250,000 is covered by the corridor deductible policy explained below. We are fully insured for the next $500,000 of each loss, then have a single, aggregate excess loss insurance policy that covers losses up to $50 million across both these risk areas (as well as auto liability noted below).

General Liability—For general liability, the per incident deductible is $500,000. We are fully insured for the next $500,000 of each loss, then have a single, aggregate excess loss insurance policy that covers losses up to $50 million across both these risk areas (as well as auto liability noted below).

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

7. Commitments and Contingencies (Continued)

Auto Liability—For auto liability, the per incident deductible is $250,000. The next layer, $250,000 in excess of $250,000, is covered by the corridor deductible policy explained below. We are fully insured for the next $1.5 million of each loss, then have a single, aggregate excess loss insurance policy that covers losses up to $50 million.

Corridor Deductible Policy—Worker's compensation, employer's liability and auto liability claims that exceed $250,000 but are less than $500,000, are subject to the corridor deductible policy. This policy insures 100% of losses that fall in this layer, once aggregate retained losses within this layer reach $500,000.

Employee Medical—Our deductible for employee group health claims is $300,000 per person, per policy (calendar) year. Insurance then covers any responsibility for medical claims in excess of the deductible amount.

Our $50 million of aggregate excess loss coverage above applicable per-incident deductibles represents one policy limit that applies to all lines of risk; we do not have a separate $50 million of excess loss coverage for each of general liability, employer's liability and auto liability.

8. Stockholders' Equity

Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted EPS is computed considering the dilutive effect of stock options and contingently issuable restricted stock.

Under EPS calculation methods established by generally accepted accounting principles, including the effect of options whose exercise price exceeds the average market price of the Common Stock for a given period would increase calculated EPS. This impact is called "anti-dilutive." Generally accepted accounting principles for determining EPS require that any options or other common stock equivalents whose inclusion in determining EPS would have an anti-dilutive effect be excluded. Accordingly, options to purchase 0.1 million shares of Common Stock at prices ranging from $12.75 to $21.125 per share which were outstanding for the three months ended March 31, 2007 and options to purchase 0.4 million shares at prices ranging from $11.94 to $21.125 per share which were outstanding for the three months ended March 31, 2008, were not included in the computation of diluted EPS because they were anti-dilutive.

COMFORT SYSTEMS USA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

(Unaudited)

8. Stockholders' Equity (Continued)

The following table reconciles the number of shares outstanding with the number of shares used in computing basic and diluted earnings per share for each of the periods presented (in thousands):

	Three Months Ended March 31,
	2007		2008
Common shares outstanding, end of period(a)	40,535		39,703
Effect of using weighted average common shares outstanding	(36	)	136

Shares used in computing earnings per share—basic	40,499		39,839
Effect of shares issuable under stock option plans based on the treasury stock method	754		626
Effect of contingently issuable restricted stock	50		19

Shares used in computing earnings per share—diluted	41,303		40,484

(a): Excludes 408,203 and 470,716 shares of unvested contingently issuable restricted stock outstanding as of March 31, 2007 and 2008, respectively.

Share Repurchase Program

The share repurchases will be made from time to time at our discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Board may modify, suspend, extend or terminate the program at any time. We repurchased 337,483 shares for the three months ended March 31, 2008.

9. Subsequent Event

On April 1, 2008 we completed the acquisition of Conditioned Air Mechanical Services ("Conditioned Air"), a commercial HVAC company based in Phoenix, Arizona. The total consideration for this transaction was $7.0 million, comprised of $5.0 million of cash and a note payable to the seller of $2.0 million.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our historical Consolidated Financial Statements and related notes thereto included elsewhere in this Form 10-Q and the Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the year ended December 31, 2007 (the "Form 10-K"). This discussion contains "forward-looking statements" regarding our business and industry within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause our actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include risks set forth in "Item 1A. Company Risk Factors" included in our Form 10-K. The terms "Comfort Systems," "we," "us," or "the Company," refer to Comfort Systems USA, Inc. or Comfort Systems USA, Inc. and its consolidated subsidiaries, as appropriate in the context.

Introduction and Overview

We are a national provider of comprehensive HVAC installation, maintenance, repair and replacement services within the mechanical services industry. The services we provide address a very broad need, as air is circulated through almost all commercial, industrial and institutional buildings virtually year-round. We operate primarily in the commercial, industrial and institutional HVAC markets and perform most of our services within office buildings, retail centers, apartment complexes, manufacturing plants, and healthcare, education and government facilities. In addition to standard HVAC services, we provide specialized applications such as building automation control systems, fire protection, process cooling, electronic monitoring and process piping. Certain locations also perform related activities such as electrical service and plumbing.

Nature and Economics of Our Business

Approximately 87% of our revenues are earned on a project basis for installation of HVAC systems in newly constructed facilities or for replacement of HVAC systems in existing facilities. Customers hire us to ensure such systems deliver specified or generally expected heating, cooling, conditioning and circulation of air in a facility. This entails installing core system equipment such as packaged heating and air conditioning units, or in the case of larger facilities, separate core components such as chillers, boilers, air handlers, and cooling towers. We also typically install connecting and distribution elements such as piping and ducting. Our responsibilities usually require conforming the systems to pre-established engineering drawings and equipment and performance specifications, which we frequently participate in establishing. Our project management responsibilities include staging equipment and materials to project sites, deploying labor to perform the work, and coordinating with other service providers on the project, including any subcontractors we might use to deliver our portion of the work.

When competing for project business, we usually estimate the costs we will incur on a project, then propose a bid to the customer that includes a contract price and other performance and payment terms. Our bid price and terms are intended to cover our estimated costs on the project and provide a profit margin to us commensurate with the value of the installed system to the customer, the risk that project costs or duration will vary from estimate, the schedule on which we will be paid, the opportunities for other work that we might forego by committing capacity to this project, and other costs that we incur more broadly to support our operations but which are not specific to the project. Typically customers will seek bids from competitors for a given project. While the criteria on which customers select the winning bid vary widely and include factors such as quality, technical expertise, on-time performance, post-project support and service, and company history and financial strength, we believe that price is the most influential factor for most customers in choosing an HVAC installation and service provider.

After a customer accepts our bid, we generally enter into a contract with the customer that specifies what we will deliver on the project, what our related responsibilities are, and how much and when we will be paid. Our overall price for the project is typically set at a fixed amount in the contract, although changes in project specifications or work conditions that result in unexpected additional work are usually subject to additional payment from the customer via what are commonly known as change orders. Project contracts typically provide for periodic billings to the customer as we meet progress milestones or incur cost on the project. Project contracts in our industry also frequently allow for a small portion of progress billings or contract price to be withheld by the customer until after we have completed the work, typically for six months. Amounts withheld under this practice are known as retention or retainage.

Labor and overhead costs account for the majority of our cost of service. Accordingly, labor management and utilization have the most impact on our project performance. Given the fixed price nature of much of our project work, if our initial estimate of project costs is wrong or we incur cost overruns that cannot be recovered in change orders, we can experience reduced profits or even significant losses on fixed price project work. We also perform some project work on a cost-plus or a time and materials basis, under which we are paid our costs incurred plus an agreed-upon profit margin. These margins are typically less than fixed-price contract margins because there is less risk of unrecoverable cost overruns in cost-plus or time and materials work.

As of March 31, 2008, we had 4,163 projects in process. Our average project takes six to nine months to complete, with an average contract price of approximately $450,000. Our projects generally require working capital funding of equipment and labor costs. Customer payments on periodic billings generally do not recover these costs until late in the job. Our average project duration together with typical retention terms as discussed above generally allow us to complete the realization of revenue and earnings in cash within one year. Because of the integral nature of HVAC and related controls systems to most buildings, we have the legal right in almost all cases to attach liens to buildings or related funding sources when we have not been fully paid for installing systems, except with respect to some government buildings. The service work that we do, which is discussed further below, usually does not give rise to lien rights.

We also perform larger HVAC projects. As of March 31, 2008, we had six projects in process with a contract price of between $15 and $30 million, 12 projects between $10 million and $15 million, 46 projects between $5 million and $10 million, and 238 projects between $1 million and $5 million. Taken together, projects with contract prices of $1 million or more totaled $1,136.2 million of aggregate contract value as of March 31, 2008, or approximately 61%, out of a total contract value for all projects in progress of $1,860.0 million. Generally, projects closer in size to $1 million will be completed in one year or less. It is unusual for us to work on a project that exceeds two years in length.

In addition to project work, approximately 13% of our revenues represent maintenance and repair service on already-installed HVAC and controls systems. This kind of work usually takes from a few hours to a few days to perform. Prices to the customer are usually based on the equipment and materials used in the service as well as technician labor time. We usually bill the customer for service work when it is complete, typically with payment terms of up to thirty days. We also provide maintenance and repair service under ongoing contracts. Under these contracts, we are paid regular monthly or quarterly amounts and provide specified service based on customer requirements. These agreements typically cover periods ranging from one to three years and are cancelable on 30 to 60 days notice.

A relatively small but growing portion of our revenues comes from national and regional account customers. These customers typically have multiple sites, and contract with us to perform maintenance and repair service. These contracts may also provide for us to perform new or replacement systems installation. We operate a national call center to dispatch technicians to sites requiring service. We

perform the majority of this work with our own employees, with the balance being subcontracted to third parties that meet our performance qualifications. We will also typically use proprietary information systems to maintain information on the customer's sites and equipment, including performance and service records, and related cost data. These systems track the status of ongoing service and installation work, and may also monitor system performance data. Under these contractual relationships, we usually provide consolidated billing and credit payment terms to the customer.

Profile and Management of Our Operations

We manage our 40 operating units based on a variety of factors. Financial measures we emphasize include profitability, and use of capital as indicated by cash flow and by other measures of working capital principally involving project cost, billings and receivables. We also monitor selling, general, administrative and indirect project support expense, backlog, workforce size and mix, growth in revenues and profits, variation of actual project cost from original estimate, and overall financial performance in comparison to budget and updated forecasts. Operational factors we emphasize include project selection, estimating, pricing, management and execution practices, labor utilization, safety, training, and the make-up of both existing backlog as well as new business being pursued, in terms of project size, technical application and facility type, end-use customers and industries, and location of the work.

Most of our operations compete on a local or regional basis. Attracting and retaining effective operating unit managers is an important factor in our business, particularly in view of the relative uniqueness of each market and operation, the importance of relationships with customers and other market participants such as architects and consulting engineers, and the high degree of competition and low barriers to entry in most of our markets. Accordingly, we devote considerable attention to operating unit management quality, stability, and contingency planning, including related considerations of compensation, and non-competition protection where applicable.

Economic and Industry Factors

As an HVAC and building controls services provider, we operate in the broader nonresidential construction services industry and are affected by trends in this sector. While we do not have operations in all major cities of the US, we believe our national presence is sufficiently large that we experience trends in demand for and pricing of our services that are consistent with trends in the national nonresidential construction sector. As a result, we monitor the views of major construction sector forecasters along with macroeconomic factors they believe drive the sector, including trends in gross domestic product, interest rates, business investment, employment, demographics, and the general fiscal condition of federal, state and local governments. Although nonresidential construction activity has demonstrated periods of both significant growth and decline, it has grown at a compound annual rate of approximately 4.2% over the last twenty-five years.

Spending decisions for building construction, renovation and system replacement are generally made on a project basis, usually with some degree of discretion as to when and if projects proceed. With larger amounts of capital, time, and discretion involved, spending decisions are affected to a significant degree by uncertainty, particularly concerns about macroeconomic and geopolitical trends. We have experienced periods of time, such as after the terrorist incidents on September 11, 2001 in the US, and prior to and during the war in Iraq that occurred in early 2003, when uncertainty caused a significant slowdown in decisions to proceed with installation and replacement project work. We believe that the current economic environment is favorable relative to the activity levels of recent years.

Operating Environment and Management Emphasis

Nonresidential building construction and renovation activity, as reported by the federal government, declined over the three year period of 2001 to 2003 and has expanded moderately during 2004 and 2005, and was strong during 2006 and 2007. During the decline and through 2003, we responded to market challenges by pursuing work in sectors less affected by this downturn, such as government, educational, and health care facilities, and by establishing marketing initiatives that take advantage of our size and range of expertise. We also responded to declining gross profits over those years by reducing our selling, general, and administrative expenses, and our indirect project and service overhead costs. We believe our efforts in these areas partially offset the decline in our profitability over that period. We have experienced notable improvements in both industry activity as well as our own results since 2004, as discussed further under "Results of Operations" below.

As a result of our sale of certain assets and our continued strong emphasis on cash flow, our debt outstanding under our revolving credit facility is now zero, and we have substantial uncommitted cash balances, as discussed further in "Liquidity and Capital Resources" below. On February 20, 2007, we put a new credit facility in place with considerably less restrictive terms than those of our previous facilities. In addition, we have added a second surety to further support our bonding needs, and we believe our relationships with the surety markets are positive in light of our strong current results and financial position. We have generated positive free cash flow in each of the last nine calendar years and will continue our emphasis in this area. We believe that the relative size and strength of our balance sheet and surety support as compared to most companies in our industry represent competitive advantages for us.

As discussed at greater length in "Results of Operations" below, we have seen increased activity levels in our industry since 2004. We expect price competition to continue to be strong, as local and regional competitors respond cautiously to changing conditions. We will continue our efforts to find the more active sectors in our markets, and to increase our regional and national account business. However, our primary emphasis for 2008 will be on internal execution and margins, rather than on revenue growth. We plan to continue our involvement in multi-family work; however, we have decided to focus a portion of our resources away from this work and we expect that as a result, the portion of our work that is multi-family will diminish somewhat in the future. In addition to the work we have done on our underperforming units, we have increased our focus on project qualification, estimating, pricing and management, and on service performance. This focus includes significant increases in unit level training.

Critical Accounting Policies

In response to the Commission's Release No. 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies," we identified our critical accounting policies based upon the significance of the accounting policy to our overall financial statement presentation, as well as the complexity of the accounting policy and our use of estimates and subjective assessments. We have concluded that our most critical accounting policy is our revenue recognition policy. As discussed elsewhere in this report, our business has two service functions: (i) installation, which we account for under the percentage of completion method, and (ii) maintenance, repair and replacement, which we account for as the services are performed, or in the case of replacement, under the percentage of completion method. In addition, we identified other critical accounting policies related to our allowance for doubtful accounts receivable, the recording of our self-insurance liabilities, valuation of deferred tax assets and the assessment of goodwill impairment. These accounting policies, as well as others, are described in Note 2 to the Consolidated Financial Statements included in our Form 10-K.

Percentage of Completion Method of Accounting

Approximately 87% of our revenues were earned on a project basis and recognized through the percentage of completion method of accounting. Under this method as provided by American Institute of Certified Public Accountants Statement of Position 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts," contract revenue recognizable at any time during the life of a contract is determined by multiplying expected total contract revenue by the percentage of contract costs incurred at any time to total estimated contract costs. More specifically, as part of the negotiation and bidding process in which we engage in connection with obtaining installation contracts, we estimate our contract costs, which include all direct materials (exclusive of rebates), labor and subcontract costs and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. These contract costs are included in our results of operations under the caption "Cost of Services." Then, as we perform under those contracts, we measure such costs incurred, compare them to total estimated costs to complete the contract, and recognize a corresponding proportion of contract revenue. Labor costs are considered to be incurred as the work is performed. Subcontract labor is recognized as the work is performed, but is generally subjected to approval as to milestones or other evidence of completion. Non-labor project cost consists of purchased equipment, prefabricated materials and other materials. Purchased equipment on our projects is substantially produced to job specifications and is a value added element to our work. The costs are considered to be incurred when title is transferred to us, which typically is upon delivery to the worksite. Prefabricated materials, such as ductwork and piping, are generally performed at our shops and recognized as contract costs when fabricated for the unique specifications of the job. Other materials cost are not significant and are generally recorded when delivered to the worksite. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments.

Our contracts typically provide for a schedule of billings or invoices to the customer based on reaching agreed-upon milestones or as we incur costs. The schedules for such billings usually do not precisely match the schedule on which we incur costs. As a result, contract revenues recognized in the statement of operations can and usually do differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenues recognized on a contract as of a given date exceed cumulative billings to the customer under the contract are reflected as a current asset in our balance sheet under the caption "Costs and estimated earnings in excess of billings." Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenues recognized on the contract are reflected as a current liability in our balance sheet under the caption "Billings in excess of costs and estimated earnings."

The percentage of completion method of accounting is also affected by changes in job performance, job conditions, and final contract settlements. These factors may result in revisions to estimated costs and, therefore, revenues. Such revisions are frequently based on further estimates and subjective assessments. We recognize these revisions in the period in which they are determined. If such revisions lead us to conclude that we will recognize a loss on a contract, the full amount of the estimated ultimate loss is recognized in the period we reach that conclusion, regardless of the percentage of completion of the contract.

Revisions to project costs and conditions can give rise to change orders under which the customer agrees to pay additional contract price. Revisions can also result in claims we might make against the customer to recover project variances that have not been satisfactorily addressed through change orders with the customer. Except in certain circumstances, we do not recognize revenues or margin based on change orders or claims until they have been agreed upon with the customer. The amount of revenue associated with unapproved change orders and claims is currently immaterial. Variations from estimated project costs could have a significant impact on our operating results, depending on project size, and the recoverability of the variation via additional customer payments.

Accounting for Allowance for Doubtful Accounts

We are required to estimate the collectibility of accounts receivable and provide an allowance for doubtful accounts for receivable amounts we believe we will not ultimately collect. This requires us to make certain judgments and estimates involving, among others, the creditworthiness of the customer, our prior collection history with the customer, ongoing relationships with the customer, the aging of past due balances, our lien rights, if any, in the property where we performed the work, and the availability, if any, of payment bonds applicable to our contract. These estimates are re-evaluated and adjusted as additional information is received.

Accounting for Self-Insurance Liabilities

We are substantially self-insured for worker's compensation, employer's liability, auto liability, general liability and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. Loss estimates associated with the larger and longer-developing risks—worker's compensation, auto liability and general liability—are reviewed by a third party actuary quarterly. We believe these accruals are adequate. However, insurance liabilities are difficult to estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, timely reporting of occurrences, ongoing treatment or loss mitigation, general trends in litigation recovery outcomes and the effectiveness of safety and risk management programs. Therefore, if actual experience differs from the assumptions and estimates used for recording the liabilities, adjustments may be required and would be recorded in the period that such experience becomes known.

Accounting for Deferred Tax Assets

We regularly evaluate valuation allowances established for deferred tax assets for which future realization is uncertain. We perform this evaluation quarterly. Estimations of required valuation allowances include estimates of future taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the activity underlying these assets becomes deductible. We consider projected future taxable income and tax planning strategies in making this assessment. If actual future taxable income differs from our estimates, we may not realize deferred tax assets to the extent we have estimated.

Recoverability for Goodwill and Identifiable Intangible Assets

In most businesses we have acquired, the value we paid to buy the business was greater than the value of specifically identifiable net assets in the business. Under generally accepted accounting principles, this excess is termed goodwill and is recognized as an asset at the time the business is acquired. It is generally expected that future net earnings from an acquired business will exceed the goodwill asset recognized at the time the business is acquired.

Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" requires us to assess our goodwill asset amounts for impairment each year, and more frequently if circumstances suggest an impairment may have occurred. Impairment must be reflected when the value of a given business unit in excess of its tangible net assets falls below the goodwill asset balance carried for that unit on our books. If other business units have had increases in the value of their respective goodwill balances, such increases may not be recorded under SFAS No. 142. Accordingly, such increases may not be netted against impairments at other business units. The requirements for assessing whether goodwill assets have been impaired involve market-based information. This information, and its use in assessing goodwill, entails some degree of subjective assessment.

We currently perform our annual impairment testing as of October 1 and any impairment charges resulting from this process are reported in the fourth quarter. We segregate our operations into reporting units based on the degree of operating and financial independence of each unit and our related management of them. These reporting units are tested for impairment by comparing the unit's fair value to its carrying value. The fair value of each reporting unit is estimated using a discounted cash flow model combined with market valuation approaches. Significant estimates and assumptions are used in assessing the fair value of reporting units. These estimates and assumptions involve future cash flows, growth rates, discount rates, weighted average cost of capital and estimates of market valuations for each of the reporting units.

SFAS No. 142 also requires that identifiable intangible assets with finite lives be amortized over their useful lives. Changes in strategy and/or market condition, may result in adjustments to recorded intangible asset balances.

Results of Operations (in thousands):

	Three Months Ended March 31,
	2007					2008
Revenues	$	249,640		100.0	%	$	295,705		100.0	%
Cost of services		213,126		85.4	%		242,285		81.9	%

Gross profit		36,514		14.6	%		53,420		18.1	%
Selling, general and administrative expenses		34,377		13.8	%		40,640		13.7	%
Gain on sale of assets		(19	)	—			(30	)	—

Operating income		2,156		0.9	%		12,810		4.3	%
Interest income, net		551		0.2	%		678		0.2	%
Other income		33		—			106		—

Income before income taxes		2,740		1.1	%		13,594		4.6	%
Income tax expense		934					5,353

Net income	$	1,806		0.7	%	$	8,241		2.8	%

Revenues—Revenues increased $46.1 million, or 18.5% to $295.7 million for the first quarter of 2008 compared to the same period in 2007. Approximately 13.5% of the increase in revenues related to internal growth and the remaining 5.0% resulted from the acquisitions of Air Systems in October 2007, Riddleberger in February 2008, and Merit in March 2008. The internal revenue growth stemmed primarily from increased activity in the nonresidential facilities markets throughout the United States especially in office buildings (approximately $15.5 million) and government facilities (approximately $15.2 million). We have seen increased activity, primarily in our Wisconsin, Arizona, and central Florida operations, resulting from the start-up of several large projects partially offset by the planned downsizing of our large multi-family operation based in Texas.

Backlog reflects revenues still to be recognized under contracted or committed installation and replacement project work. Project work generally lasts less than one year. Service agreement revenues and service work and short duration projects which are generally billed as performed do not flow through backlog. Accordingly, backlog represents only a portion of our revenues for any given future period, and it represents revenues that are likely to be reflected in our operating results over the next six to twelve months. As a result, we believe the predictive value of backlog information is limited to indications of general revenue direction over the near term, and should not be interpreted as indicative of ongoing revenue performance over several quarters.

Backlog as of March 31, 2008 was $811.3 million (including $78.1 million from the acquisitions of Riddleberger and Merit), a 3.1% increase from December 31, 2007 backlog of $786.7 million. Approximately 9.9% of the sequential increase in backlog was related to the acquisitions of Riddleberger and Merit. The internal decrease of 6.8% was primarily related to our Florida, California, and Maryland operations. We plan to continue our involvement in multi-family work; however, we have decided to focus a portion of our resources away from this work and we expect that as a result, the portion of our work that is multi-family may diminish somewhat in the future.

Backlog as of March 31, 2008 was $811.3 million (including $85.4 million from the acquisitions of Air Systems, Riddleberger, and Merit), a 15.8% increase from March 31, 2007 backlog of $700.5 million. Approximately 3.6% of the year-over-year increase in backlog is primarily from our Colorado and Alabama operations and the remaining 12.2% resulted from our acquisitions of Air Systems, Riddleberger and Merit.

Following the three-year period of industry activity declines from 2001-2003 noted previously, we saw modest year-over-year revenue increases at our ongoing operations beginning in mid-2003 and continuing throughout 2007. Based on our backlog and forecasts from industry construction analysts, we expect that activity levels in our industry will remain at high levels throughout 2008.

Along with the indications noted above that industry activity will continue to be at high levels in 2008, there remain the following cautionary factors in the industry environment, each of which is discussed at greater length in the Introduction above. Since HVAC and related installation and replacement decisions are capital decisions usually involving some amount of discretion, they tend to be affected to a greater degree by macroeconomic or geopolitical uncertainty. Negative developments or events in these arenas, should they occur, will likely cause end users to defer HVAC and related spending decisions, thereby reducing our revenues.

We continue to experience a noticeable amount of price competition in our markets, which restrains our ability to increase revenues.

While we believe industry activity will continue to be at high levels in 2008, in view of all of the foregoing factors, we may experience modest revenue growth or revenue declines in upcoming periods. In addition, if general economic activity in the U.S. slows significantly from current levels, we may realize decreases in revenue and lower operating margins.

Gross Profit—Gross profit increased $16.9 million, or 46.3%, to $53.4 million for the first quarter of 2008 as compared to the same period in 2007. $13.7 million of the increase is due to internal growth and the remaining $3.2 million is due to the acquisitions of Air Systems, Riddleberger and Merit. As a percentage of revenues, gross profit for 2008 was 18.1%, up from 14.6% in 2007. The increase in gross profit percentage resulted primarily from improved results at our large multi-family operation based in Texas (approximately $5.1 million), as well as from improved profitability at our Maryland operation ($0.9 million), central Florida operation ($0.5 million) and Arkansas operation ($0.5 million). These increases were partially offset by decreased activity at our California operation ($0.9 million) and job underperformance at our northern Maryland operation (approximately $0.6 million).

As noted in the Introduction above, we are currently placing a greater emphasis on internal execution and margins than on revenue growth. This includes a strong focus on those of our units that have underperformed, along with increased training efforts on project qualification, estimating, pricing and management, and on service performance. While we believe these efforts will help us increase gross profits, we cannot assure that this will occur. Further, if we are successful in these efforts, we cannot assure that they will offset adverse industry trends, if such trends occur.

Selling, General and Administrative Expenses ("SG&A")—SG&A increased $6.3 million, or 18.2% for the first quarter of 2008 as compared to the same period in 2007. This increase is due to the acquisitions of Air Systems, Riddleberger and Merit, and higher compensation accruals due to strong

performance at a number of our locations. As a percentage of revenues, SG&A decreased from 13.8% in 2007 to 13.7% in 2008.

Interest Income, Net—Interest income, net was $0.6 million and $0.7 million for the first quarter of 2007 and 2008, respectively.

Income Tax Expense—Our effective tax rate for 2008 was 39.4%, as compared to 34.1% in 2007. The effective tax rate for the first quarter of 2007 is lower than 2008 due to a change in expected tax expense in certain jurisdictions. One component of the increase in the effective tax rate for 2008 is primarily due to an increase in tax reserves. Adjustments to tax reserves are analyzed and adjusted quarterly as events occur to warrant such changes. Adjustments to tax reserves are a component of the effective tax rate. We currently estimate that our effective tax rate for 2008 will be between 38% and 40%.

Outlook—Although there is uncertainty as to the overall economy for 2008, we believe that activity for our industry will continue to be at reasonably high levels in 2008 and we are encouraged by our current level of backlog. Our primary emphasis for 2008 will continue to be on margins rather than revenue growth. Our ongoing margin efforts include a focus on improving the results of units that incurred losses or subpar income in 2007 as well as on intensified project and service performance training at the unit level. Based on these margin improvement efforts (especially with our large multi-family operation based in Texas), our strong level of backlog as compared to prior year and on our perception regarding economic conditions for our industry over the coming year, we expect that our 2008 profitability will improve as compared to our 2007 results.

Liquidity and Capital Resources:

		Three Months Ended March 31,
		2007			2008
		(in thousands)
Cash provided by (used in):
	Operating activities	$	(12,828	)	$	(1,046	)
	Investing activities	$	(6,872	)	$	(44,305	)
	Financing activities	$	(1,548	)	$	(5,644	)
Free cash flow:
	Cash used in operating activities	$	(12,828	)	$	(1,046	)
	Purchases of property and equipment		(2,490	)		(2,752	)
	Proceeds from sales of property and equipment		41			80

Free cash flow		$	(15,277	)	$	(3,718	)

Cash Flow—We define free cash flow as cash provided by operating activities less customary capital expenditures, plus the proceeds from asset sales. Positive free cash flow represents funds available to invest in significant operating initiatives, to acquire other companies, or to reduce a company's outstanding debt or equity. If free cash flow is negative, additional debt or equity is generally required to fund the outflow of cash. Free cash flow may be defined differently by other companies. The negative free cash flow for the three months ended March 31, 2007 and 2008 were funded entirely by existing cash balances.

Our business does not require significant amounts of investment in long-term fixed assets. The substantial majority of the capital used in our business is working capital that funds our costs of labor and installed equipment deployed in project work until our customers pay us. Customary terms in our industry allow customers to withhold a small portion of the contract price until after we have completed the work, typically for six months. Amounts withheld under this practice are known as

retention or retainage. Our average project duration together with typical retention terms generally allow us to complete the realization of revenue and earnings in cash within one year. Accordingly, we believe free cash flow, by encompassing both profit margins and the use of working capital over our approximately one year working capital cycle, is an effective measure of operating effectiveness and efficiency. We have included free cash flow information here for this reason, and because we are often asked about it by third parties evaluating us. However, free cash flow is not considered under generally accepted accounting principles to be 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 amounts shown in our consolidated statements of cash flows as determined under generally accepted accounting principles.

For the three months ended March 31, 2008, we had negative free cash flow of $3.7 million as compared to negative free cash flow of $15.3 million in 2007. These negative amounts are a result of an investment in working capital due to higher activity levels and the funding of year end compensation accruals.

As of March 31, 2008, our marketable securities consisted of $18.5 million of auction rate securities, which are variable rate debt instruments, having long-term maturities, but whose interest rates are designed to reset through an auction process, at intervals ranging from seven to 35 days. All of our auction rate securities are high quality direct municipal obligations which have AAA ratings or otherwise are backed by AAA rated insurance agencies as of March 31, 2008. In February 2008, liquidity issues in the global credit markets caused auctions representing some of the auction rate securities we hold to fail because the amount of securities offered for sale exceeded the bids. As a result, the liquidity of our remaining auction rate securities has diminished, and we expect that this decreased liquidity for our auction rate securities will continue as long as the present depressed global credit market environment persists, or until issuers refinance and replace these securities with other instruments. Despite the current auction market, we believe the credit quality of our auction rate securities remains high due to the creditworthiness of the issuers. We continue to collect interest when due and we expect to continue to do so going forward. Additionally, we expect we will fully realize the principal through either future successful auctions, sales of these securities outside the auction process, the issuers' establishment of different form of financing to replace these securities, or the maturing of the securities. In April 2008, we sold $5.8 million of these auction rate securities at face value and an additional $1.0 million has been called.

On March 29, 2007, our Board of Directors (the "Board") approved a stock repurchase program to acquire up to one million shares of its outstanding common stock. On November 16, 2007, the Board approved an extension of our stock repurchase program to cover an additional 401,200 shares of our outstanding common stock. On February 27, 2008, the Board approved an extension of our stock repurchase program to cover an additional 712,083 shares of our outstanding common stock. We repurchased 337,483 shares for approximately $3.8 million under our share repurchase program for the three months ended March 31, 2008. The share repurchase is reflected as a financing outflow in our consolidated statements of cash flows.

Credit Facility—We have a $100.0 million senior credit facility (the "Facility") provided by a syndicate of banks which is available for borrowings and letters of credit. The Facility will expire in February 2012 and is secured by the capital stock of our current and future subsidiaries. As of March 31, 2008, the total of the Facility was $100.0 million, with no outstanding borrowings, $37.8 million in letters of credit outstanding, and $62.2 million of credit available.

the capacity not in use for borrowings or letters of credit at any given time. These fees range from 0.20%-0.30% per annum, based on the ratio of debt to Credit Facility Adjusted EBITDA. The Facility contains financial covenants defining various financial measures and the levels of these measures with which we must comply. We are in compliance with all the financial covenants as of March 31, 2008.

Notes to Former Owners—We issued a subordinated note to the former owner of Merit, as part of the consideration used to acquire the company. This note had an outstanding balance of $2.0 million as of March 31, 2008. This note bears interest, payable annually, at a weighted average interest rate of 6.0%.

Off-Balance Sheet Arrangements and Other Commitments—As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. Our most significant off-balance sheet transactions include liabilities associated with noncancelable operating leases. We also have other off-balance sheet obligations involving letters of credit and surety guarantees.

We enter into noncancelable operating leases for many of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for use of facilities, vehicles and equipment rather than purchasing them. At the end of the lease, we have no further obligation to the lessor. If we decide to cancel or terminate a lease before the end of its term, we would typically owe the lessor the remaining lease payments under the term of the lease.

Certain of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneficiaries under our self-funded insurance programs. We have also occasionally used letters of credit to guarantee performance under our contracts and to ensure payment to our subcontractors and vendors under those contracts. The letters of credit we provide are actually issued by our lenders through the Facility as described above. A letter of credit commits the lenders to pay specified amounts to the holder of the letter of credit if the holder demonstrates that we have failed to perform specified actions. If this were to occur, we would be required to reimburse the lenders. Depending on the circumstances of such a reimbursement, we may also have to record a charge to earnings for the reimbursement. Absent a claim, there is no payment or reserving of funds by us in connection with a letter of credit. However, because a claim on a letter of credit would require immediate reimbursement by us to our lenders, letters of credit are treated as a use of the Facility's capacity just the same as actual borrowings. Claims against letters of credit are rare in our industry. To date we have not had a claim made against a letter of credit that resulted in payments by a lender or by us. We believe that it is unlikely that we will have to fund claims under a letter of credit in the foreseeable future.

Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety. If we fail to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the sureties for any expenses or outlays they incur. To date, we are not aware of any losses to our sureties in connection with bonds the sureties have posted on our behalf, and we do not expect such losses to be incurred in the foreseeable future.

Surety market conditions are currently challenging as a result of significant losses incurred by many sureties in recent periods, both in the construction industry as well as in certain larger corporate bankruptcies. As a result, less bonding capacity is available in the market and terms have become more restrictive. Further, under standard terms in the surety market, sureties issue bonds on a project-by-project basis, and can decline to issue bonds at any time. Historically, approximately 25% to 30% of our business has required bonds. While we have enjoyed a longstanding relationship with our primary surety and we have added another surety to further support our bonding needs, current market conditions as well as changes in our sureties' assessment of our operating and financial risk could cause our sureties to decline to issue bonds for our work. If that were to occur, our alternatives include doing more business that does not require bonds, posting other forms of collateral for project performance such as letters of credit or cash, and seeking bonding capacity from other sureties. We would likely also encounter concerns from customers, suppliers and other market participants as to our creditworthiness. While we believe our general operating and financial characteristics, including a significant amount of cash on our balance sheet, would enable us to ultimately respond effectively to an interruption in the availability of bonding capacity, such an interruption would likely cause our revenues and profits to decline in the near term.

The following recaps the future maturities of our contractual obligations as of March 31, 2008 (in thousands):

	Twelve Months Ended March 31,
	2009		2010		2011		2012		2013		Thereafter		Total
Liabilities—Notes to former owners	$	4,709	$	4,709	$	4,707	$	375	$	—	$	—	$	14,500
Operating lease obligations	$	9,423	$	6,716	$	4,075	$	3,267	$	2,457	$	6,845	$	32,783

Absent any significant commitments of capital for items such as capital expenditures, acquisitions, dividends and share repurchases, it is reasonable to expect us to continue to maintain excess cash on our balance sheet. Therefore, we assumed that we would continue our current status of not utilizing any borrowings under our revolving loan.

As of March 31, 2008 we also have $37.8 million letter of credit commitments, of which $37.7 million expire in 2008 and $0.1 million expire in 2009. The substantial majority of these letters of credit are posted with insurers who disburse funds on our behalf in connection with our worker's compensation, auto liability and general liability insurance program. These letters of credit provide additional security to the insurers that sufficient financial resources will be available to fund claims on our behalf, many of which develop over long periods of time, should we ever encounter financial duress. Posting of letters of credit for this purpose is a common practice for entities that manage their self-insurance programs through third-party insurers as we do. While most of these letter of credit commitments expire in 2008, we expect nearly all of them, particularly those supporting our insurance programs, will be renewed annually.

Other than the operating lease obligations noted above, we have no significant purchase or operating commitments outside of commitments to deliver equipment and provide labor in the ordinary course of performing project work.

Outlook—We have generated positive net free cash flow for the last nine calendar years, most of which occurred during challenging economic and industry conditions. We also expect to have significant borrowing capacity under our credit facility and substantial uncommitted cash balances. We believe these factors will provide us with sufficient liquidity to fund our operations for the foreseeable future.

Seasonality and Cyclicality

The HVAC industry is subject to seasonal variations. Specifically, the demand for new installation and replacement is generally lower during the winter months (the first quarter of the year) due to

reduced construction activity during inclement weather and less use of air conditioning during the colder months. Demand for HVAC services is generally higher in the second and third calendar quarters due to increased construction activity and increased use of air conditioning during the warmer months. Accordingly, we expect our revenues and operating results generally will be lower in the first and fourth calendar quarters.

Historically, the construction industry has been highly cyclical. As a result, our volume of business may be adversely affected by declines in new installation and replacement projects in various geographic regions of the United States.

New Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk primarily related to potential adverse changes in interest rates as discussed below. We are actively involved in monitoring exposure to market risk and continues to develop and utilize appropriate risk management techniques. We are not exposed to any other significant financial market risks including commodity price risk, foreign currency exchange risk or interest rate risks from the use of derivative financial instruments. We do not use derivative financial instruments.

We have limited exposure to changes in interest rates under our revolving credit facility. We have a debt facility under which we may borrow funds in the future. We do not currently foresee any borrowing needs. Our debt with fixed interest rates consists of notes to former owners of acquired companies.

As of March 31, 2008, our marketable securities consisted of $18.5 million of auction rate securities, which are variable rate debt instruments, having long-term maturities, but whose interest rates are designed to reset through an auction process, at intervals ranging from seven to 35 days. All of our auction rate securities are high quality direct municipal obligations which have AAA ratings or otherwise are backed by AAA rated insurance agencies as of March 31, 2008. In February 2008, liquidity issues in the global credit markets caused auctions representing some of the auction rate securities we hold to fail because the amount of securities offered for sale exceeded the bids. As a result, the liquidity of our remaining auction rate securities has diminished, and we expect that this decreased liquidity for our auction rate securities will continue as long as the present depressed global credit market environment persists, or until issuers refinance and replace these securities with other instruments. As a result of the current situation in the auction markets, our ability to liquidate our investment in auction rate securities and fully recover the carrying value of our investment in the near term may be limited or impossible. If in the future the issuers are unable to successfully close future auctions and their credit ratings deteriorate, we may be required to record an impairment charge on these investments. Because the tax exempt interest rates on these bonds are relatively attractive, we expect that we will be able to liquidate our investment without significant loss in the near future, however, it could take until the final maturity of the underlying notes (up to 26 years) to be repaid. Based on our expected operating cash flows, and our other sources of cash, we do not anticipate the potential lack of liquidity on these investments will affect our ability to execute our current business plan.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our executive management is responsible for ensuring the effectiveness of the design and operation of our disclosure controls and procedures. We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(b) under the Securities Exchange Act of 1934) as of the end of the most recent fiscal quarter. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

COMFORT SYSTEMS USA, INC.
PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to certain claims and lawsuits arising in the normal course of business. We maintain various insurance coverages to minimize financial risk associated with these claims. We have estimated and provided accruals for probable losses and related legal fees associated with certain of our litigation in our consolidated financial statements. While we cannot predict the outcome of these proceedings, in our opinion and based on reports of counsel, any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results or financial condition, after giving effect to provisions already recorded.

Item 2. Recent Sales of Unregistered Securities

Share Repurchase Program

On March 29, 2007, our Board of Directors (the "Board") approved a stock repurchase program to acquire up to one million shares of our outstanding common stock. On November 16, 2007, the Board approved an extension of our stock repurchase program to cover an additional 401,200 shares of our outstanding common stock. On February 27, 2008, the Board approved an extension of our stock repurchase program to cover an additional 712,083 shares of our outstanding common stock. The share repurchases will be made from time to time at our discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Board may modify, suspend, extend or terminate the program at any time.

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1—January 31	207,600	$	10.73	1,067,500	333,700
February 1—February 29	45,783	$	10.96	1,113,283	1,000,000
March 1—March 31	84,100	$	12.66	1,197,383	915,900

	337,483	$	11.24	1,197,383	915,900

In addition, under our restricted share plan, employees may elect to have us withhold common shares to satisfy minimum statutory federal, state and local tax withholding obligations arising on the vesting of restricted stock awards and exercise of options. When we withhold these shares, we are required to remit to the appropriate taxing authorities the market price of the shares withheld, which could be deemed a purchase of the common shares by us on the date of withholding. During the quarter ended March 31, 2008, we withheld common shares to satisfy these tax withholding obligations as follows:

Period	Number of Shares	Average Price
January 1—January 31	4,715	$	9.81
February 1—February 29	—	$	—
March 1—March 31	—	$	—

	4,715	$	9.81

Item 6. Exhibits

(a) Exhibits.

10.1		Form of Comfort Systems USA, Inc. Letter Agreement with Executives.
10.2		Form of Comfort Systems USA, Inc. Change in Control Agreement.
10.3		Form of Comfort Systems USA, Inc. Executive Severance Policy.
10.4		Form of Comfort Systems USA, Inc. 2006 Equity Incentive Plan Restricted Stock Award Agreement.
31.1		Rule 13a-14(a) Certification of William F. Murdy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Rule 13a-14(a) Certification of William George pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Section 1350 Certification of William F. Murdy pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Section 1350 Certification of William George pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMFORT SYSTEMS USA, INC.
May 1, 2008	By:	/s/ WILLIAM F. MURDY William F. Murdy Chairman of the Board and Chief Executive Officer
May 1, 2008	By:	/s/ WILLIAM GEORGE William George Executive Vice President and Chief Financial Officer
May 1, 2008	By:	/s/ JULIE S. SHAEFF Julie S. Shaeff Senior Vice President and Chief Accounting Officer

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COMFORT SYSTEMS USA, INC. INDEX TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2008
COMFORT SYSTEMS USA, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts)
COMFORT SYSTEMS USA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited)
COMFORT SYSTEMS USA, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands, Except Share Amounts)
COMFORT SYSTEMS USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)
COMFORT SYSTEMS USA, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2008 (Unaudited)
COMFORT SYSTEMS USA, INC. PART II—OTHER INFORMATION
SIGNATURES

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Exhibit 10.1

[COMFORT SYSTEMS LOGO]

March 27, 2008

[NAME]
[ADDRESS]

Dear [NAME]:

As you know, the Compensation Committee of the Board of Directors of Comfort Systems USA, Inc. ("CSUSA") the parent of Comfort Systems USA (Texas), L.P. (the "Company"), is implementing changes to the compensation structure for executives of CSUSA and the Company, including yourself. These changes are intended to provide for a more standardized compensation structure across the Company's executives, and the Compensation Committee believes these changes are in the best interests of the Company's shareholders. The changes include the following:

•: the termination of individual employment agreements with senior level executives:
•: the adoption of an Executive Severance Policy, which includes a death and disability benefit, to establish a severance program for senior level executives; and
•: the implementation of standardized Change in Control Agreements providing for certain benefits to senior level executives in the event of a change in control.

This letter agreement is intended to communicate to you the changes in the compensation system that have taken place, as well as evidence your agreement to relinquish your rights pursuant to the Employment Agreement, dated [DATE], between you and the Company, including any amendments or modifications thereof (collectively, the "Employment Agreement"). In consideration of those benefits and rights afforded you pursuant to (i) Comfort System USA, Inc.'s Executive Severance Policy; (ii) the Comfort System USA, Inc. Change in Control Agreement; and (iii) the Comfort Systems USA, Inc. 2006 Equity Incentive Plan Restricted Stock Award Agreement (each of which is enclosed herewith), your execution of this Letter Agreement as well as the 2006 Equity Incentive Plan Restricted Stock Award Agreement memorializes your and the Company's mutual agreement to terminate the Employment Agreement. Upon full execution of this Letter Agreement the Employment Agreement shall be null and void and no party thereto shall have any further liability or obligations pursuant to the Employment Agreement.

This Letter Agreement may be executed in two counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Letter Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles that would require the application of the law of another jurisdiction.

Please confirm your consent and acknowledgement of the foregoing by countersigning this letter where indicated below and returning a copy to the Office of the General Counsel no later than April 1, 2008. After you return an executed copy of this Letter Agreement, it will become effective on the date of the signature of an authorized representative of the Company in the space below.

		Very truly yours,
		Comfort Systems USA (Texas), L.P.

ACCEPTED AND AGREED:
[NAME]

Signature:

Date:
COMFORT SYSTEMS USA (TEXAS), L.P.

By:

COMFORT SYSTEMS USA GP, INC., its general partner

Signature:

Printed Name:

Date:

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Exhibit 10.1

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Exhibit 10.2

Comfort Systems USA, Inc.
Change in Control Agreement

This Change in Control Agreement (this "Agreement") by and among Comfort Systems USA, Inc., a Delaware corporation (the "Company"), and [EMPLOYEE'S NAME] ("Employee") is hereby entered into and effective as of the [DATE].

R E C I T A L S

A. The Company recognizes that during Employee's service with the Company the possibility of a change in control of the Company may arise and that such possibility, and the uncertainty it may create, may result in the departure or distraction of Employee to the detriment of the Company and its shareholders.

B. The Company desires to provide the benefits set forth in this Agreement to help assure the Company of the continuation of Employee's service and to encourage Employee's attention and dedication to Employee's assigned duties without distraction in circumstances arising from the possibility of a change in control, and Employee desires to evidence his or her acceptance of such benefits.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, it is hereby agreed as follows:

A G R E E M E N T S

1. DEFINED TERMS. In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings set forth below:

(a) "Beneficial Ownership" and its derivatives are defined in Section 13(d) of the Securities Exchange Act of 1934, as amended.

(b) "Cause" means (i) Employee's gross negligence in the performance of or intentional nonperformance of any of Employee's material duties and responsibilities; (ii) Employee's willful dishonesty, fraud or misconduct with respect to the business or affairs of Company or any of its subsidiaries or affiliates which materially and adversely affects the operations or reputation of Company or any of its subsidiaries or affiliates; (iii) Employee's conviction of a felony crime; (iv) Employee's confirmed positive illegal drug test result; (v) confirmed sexual harassment by Employee; or (vi) Employee's material and willful violation of the Company's Corporate Compliance Policy Standards and Procedures Regarding Business Practices.

(i) any person (including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and more than one person acting as a group), other than the Company, or an employee benefit plan of the Company, or any entity controlled by either, acquiring directly or indirectly the Beneficial Ownership of any voting security of the Company if immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of the Company, provided that if any one person, or more than one person acting as a group, owned more than 50% of the total fair market value or total voting power of Company stock as of the date of this Agreement, the acquisition of additional stock by the same person or persons shall not be deemed to be a Change in Control;

(ii) the date a majority of the following individuals are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or

election: (A) the individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Original Directors"); (B) the individuals who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election); and (C) the individuals who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election); or

(iii) any one person, or more than one person acting as a group, acquiring (or who has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of the assets of the Company immediately before such acquisition or acquisitions.

(d) "Good Reason" means (i) Employee is demoted to a position of materially less stature or importance within the Company which reflects a material diminution in Employee's authority, duties, or responsibilities or a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report, or (ii) the Company breaches this Agreement in any material respect; provided, in either case, that the Employee provides notice to the Company of the existence of the condition described in (i) or (ii) within 90 days of the initial existence of the condition, and the Company has had at least 30 days to remedy the condition.

2. TERM. The term of this Agreement will begin on the date hereof and continue in full force and effect as long as Employee remains in his or her current position with the Company or any other position of equal or higher grade; provided that this Agreement shall terminate and cease to be in full force and effect upon Employee giving notice of his or her intent to terminate employment with the Company for any reason other than Good Reason, whether by retirement, early retirement, or otherwise.

3. CHANGE IN CONTROL.

(a) Employee must be notified in writing by Company or any of its subsidiaries or affiliates at any time that either Company or any of its subsidiaries or affiliates anticipates that a Change in Control may take place.

(b) Upon a Change in Control, the following shall apply:

(i) upon notice by Employee at any time during the 90 days following a Change in Control, the Employee may elect to terminate his employment and shall be entitled to receive in a lump-sum payment, due on the effective date of termination (or in the case of any amount determined with reference to the annual bonus for the year of termination, as soon as practicable after such bonus is determined), an amount equal to (i) his or her annual base salary then in effect plus bonus (bonus being the average of the prior three years' bonuses paid to Employee or the current annual incentive bonus payable determined following completion of the annual bonus period pursuant to the goals and objectives established for such bonus, whichever is greater) times (ii) the multiplier of [FACTOR];

(ii) any options or restricted stock outstanding to Employee that have not previously vested shall be immediately vested;

(iii) if Employee is terminated by Company without Cause at any time during the 12 months immediately following the closing of the transaction giving rise to the Change in

Control, or Employee terminates his or her employment with the Company for Good Reason at any time during the 12 months immediately following the closing of the transaction giving rise to the Change in Control, Employee shall be entitled to receive in a lump-sum payment, due on the effective date of termination (or in the case of any amount determined with reference to the annual bonus for the year of termination, as soon as practicable after such bonus is determined), the amount equal to the greater of (A) his or her annual base salary then in effect plus bonus (bonus being the average of the prior three years' bonuses paid to Employee or the current annual incentive bonus payable determined pursuant to the goals and objectives established for such bonus, whichever is greater) times [FACTOR]; or (B) his or her annual base salary in effect immediately prior to the closing of the transaction giving rise to the Change in Control plus bonus (bonus being the average of the prior three years' bonuses paid to Employee or the current annual incentive bonus payable determined following completion of the annual bonus period pursuant to the goals and objectives established for such bonus, whichever is greater) times [FACTOR]; and

(iv) notwithstanding anything to the contrary herein, if at the time of the Employee's separation from service with the Company the Employee is a "specified employee," as defined below, any and all amounts payable under this Agreement in connection with such separation from service that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), as determined by the Company in its reasonable discretion, and that would (but for this clause) be payable to the Employee within the six months immediately following the date of such separation from service, shall instead be paid on the date that follows the date of such separation from service by six months (or, if earlier, the date of the Employee's death); provided, that for purposes of the preceding, "separation from service" shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term "specified employee" shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.

(c) For purposes of applying Section 3(b)(iii), Company shall ensure that Employee will be given sufficient time and opportunity to elect whether to exercise all or any of his or her vested options to purchase the Company's common stock, including any options with accelerated or performance vesting under the provisions of the Company's long-term incentive plans (or other applicable plan then in effect), such that Employee may convert the options to shares of the Company's common stock at or prior to the closing of the transaction giving rise to the Change in Control, if Employee so desires.

(d) If it shall be determined that any payment or distribution by the Company or any other person to or for the benefit of the Employee (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Excise Tax"), as a result of the termination of employment of the Employee in the event of a Change in Control, then the Company or the successor to the Company shall pay an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all taxes, including, without limitation, any income taxes and Excise Tax imposed on the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. Such amount will be due and payable by the Company or the successor to the Company within ten days after the Employee delivers written request for reimbursement accompanied by a copy of the Employee's tax return(s) or other tax filings showing the excise tax actually incurred by the Employee; provided, however, that such amount may not be paid later than the end of the year next following the year in which the Employee pays the related taxes.

4. BINDING EFFECT. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and

assigns. In the event any Successor (as defined below) does not assume this Agreement by operation of law, the Company will seek to have such Successor, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it. If there has been a Change in Control prior to, or if a Change in Control will result from, any such succession, then failure of the Company to obtain at Employee's request such agreement prior to or upon the effectiveness of any such succession (unless assumption occurs by operation of law) shall constitute Good Reason for termination by Employee of his or her employment. "Successor" means any Person that succeeds to, or has the ability to control, the Company's business as a whole, directly by merger, consolidation, spin-off or similar transaction, or indirectly by purchase of the Company's voting securities or acquisition of all or substantially all of the assets of the Company.

5. COMPLETE AGREEMENT. This Agreement sets forth the entire agreement of the parties hereto relating to the subject matter hereof and supersedes any other employment agreements or understandings, written or oral, between the Company and Employee. This Agreement is the final, complete and exclusive statement and expression of the agreement between Company and Employee and of all the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This Agreement may not be later modified except by a further writing signed by a duly authorized officer of Company and Employee, and no term of this Agreement may be waived except in writing signed by the party waiving the benefit of such term.

6. NOTICE. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

To Company:		Comfort Systems USA, Inc. 777 Post Oak Blvd, Suite 500 Houston, Texas 77056 Attention: Law Department
To Employee:		[ADDRESS]

Notice shall be deemed given and effective on the earlier of three days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received by means of hand delivery, delivery by Federal Express or other courier service, or by facsimile transmission. Either party may change the address for notice by notifying the other party of such change in accordance with this Section 6.

7. SEVERABILITY; HEADINGS. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement or of any part hereof.

8. ARBITRATION. Any unresolved dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Houston, Texas, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect, provided that Employee shall comply with Company's grievance procedures in an effort to resolve such dispute or controversy before resorting to arbitration, and provided further that the parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrators shall have the authority to order back-pay, severance compensation, vesting of options or restricted stock (or cash compensation in lieu of vesting of options or restricted stock), reimbursement of costs, including

those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine that Employee was terminated without disability or Cause, or that Company has breached this Agreement in any material respect. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any arbitration proceeding shall be borne by Company.

9. GOVERNING LAW. This Agreement shall in all respects be construed according to the laws of the State of Texas, to the extent not preempted by federal law.

10. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

		COMFORT SYSTEMS USA., INC.
		By:
		EMPLOYEE:

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Exhibit 10.2

Comfort Systems USA, Inc. Change in Control Agreement

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Exhibit 10.3

Comfort Systems USA, Inc.
Executive Severance Policy

I. PURPOSE

The purpose of this Policy is to establish a severance program for senior level executives of Comfort Systems USA, Inc. (the "Company") that recognizes (i) the relatively more difficult employment transition that occurs upon the termination of employment of higher paid individuals; and (ii) that senior level executive employees serve at the pleasure of the Company and are employed "at will"—meaning that the Company may terminate the employment relationship at any time for any reason (or no reason) without liability to the employee.

II. SCOPE

This Policy covers the following employees of the Company: (i) Chief Executive Officer; (ii) President; (iii) Chief Financial Officer; (iv) Chief Operating Officer; (v) Chief Accounting Officer; (vi) Chief Legal Officer or General Counsel; (vii) any Executive Vice President; or (viii) any employee who has ever been deemed a Section 16 officer for SEC reporting purposes; and such other employees as may be designated by the Compensation Committee ("Compensation Committee") of the Board of Directors of the Company (each, a "Covered Executive"), and shall be applicable in the event that the Covered Executive's employment is terminated by the Company other than for cause (a "Termination").

No benefits described in this policy will be payable or made available to a Covered Executive until such

Covered Executive (or, in the event of death, a representative of the Covered Executive's heirs) executes a full and complete waiver and release of claims in a form acceptable to the Company. The Company and Covered Executive are sometimes referred to herein collectively as the "Parties".

III. ADMINISTRATION

The administration of this Policy is the responsibility of the Compensation Committee, which has final and binding authority to administer the plan in its discretion and in accordance with its stated terms. The Compensation Committee may delegate any administrative duties, including without limitation, duties with respect to the processing, review, investigation and approval and payment of severance benefits hereunder, to designated individuals or committees.

IV. SEVERANCE PAY

In the event of the Termination of the Covered Executive, the Covered Executive other than by reason of death or disability, the Covered Executive will receive a lump sum payment (the "Separation Allowance Benefits") equal to (i) the sum of the Covered Executive's current base salary plus Bonus ("Bonus" being the average of the prior three years' bonuses paid to Employee or the current annual incentive bonus payable determined following completion of the annual bonus period pursuant to the goals and objectives established for such bonus, whichever is greater) times (ii) the applicable multiplier set forth below:

(a): Two times (2X), if the Covered Executive is the Chief Executive Officer or President of the Company;
(b): One and one-half times (1.5X), if the Covered Executive is the Chief Financial Officer or the Chief Operating Officer of the Company;
(c): One Times (1X), if the Covered Executive is the Chief Accounting Officer, Chief Legal Officer or General Counsel of the Company; and

(d): One-half times (.5X), if the Covered Executive is not named in Subparts IV.(a), IV.(b), IV.(c) above, and not otherwise designated by the Compensation Committee as entitled to severance based on a different multiplier.

In the event of a termination of the Covered Executive by reason of death or disability, the Covered Executive will receive a lump sum payment equal to one times (1X) the Covered Executive's current base salary, reduced by the amount, if any, of benefits payable under any life or disability insurance policies to the extent such policies are procured and paid for by the Company. A Covered Executive's Termination will be treated as occurring by reason of disability if it results from the Covered Executive's having been absent from full-time duties for four (4) consecutive months and being unable to resume full-time duties after thirty (30) days notice, or from an impairment of the health of the Covered Executive that makes the continued performance of duties hazardous to the physical or mental health of the Covered Executive, as determined by a qualified doctor with the concurrence of a qualified doctor selected by the Company and reasonably acceptable to the Covered Executive's doctor.

V. BENEFITS CONTINUATION

Health Insurance and Welfare Benefits

In the event of Termination of a Covered Executive, the Covered Executive and his or her eligible dependents covered by the Company's health and dental plans at the time of Termination may elect to continue his or her health and dental coverage pursuant and subject to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If the Covered Executive or an eligible dependent elects to continue his or her coverage pursuant to COBRA, the Company shall (except in the case of a Termination by reason of death or disability) reimburse the Covered Executive for premiums charged for COBRA coverage for up to 12 months following the date of Termination (the "Severance Period"). However, in no event will the Company reimburse the Covered Executive if the Covered Executive or his or her eligible dependents cease to be eligible for continued coverage under COBRA or become eligible to participate in another employee benefit plan providing health benefits.

Participation in any other Company benefits ends on the last day of active employment, including the Covered Executive's participation in any of the following, to the extent applicable: life insurance, accidental death and dismemberment insurance, business travel accident insurance, short-term and long-term disability insurance, payment for vehicle leases, payment of club dues, payment of relocation expenses, and payment of credit card fees.

Information regarding conversion privileges or portability of any of the foregoing benefits will be communicated at the time of separation.

Vacation

No additional vacation will be earned during the Severance Period.

Long-Term Incentive Plans

In the event of the Covered Executive's Termination, the terms of the Company's equity incentive plans and the specific provisions of any award agreement related thereto shall govern awards granted to the Covered Executive.

Other Provisions

In addition to salary and benefit continuations as provided above, outplacement services will be made available (except in the case of the Covered Employee's disability) at the Company's expense, not to exceed $50,000.

VI. TIMING OF PAYMENTS

The Separation Allowance Benefits shall be paid in a lump sum as soon as practicable after the Covered Executive signs and returns the release form required in Section II above, or, in the case of an amount determiend with reference to the annual bonus for the year of termination, as soon as practicable after such bonus is determined, if later. Notwithstanding the foregoing, if at the time of the Covered Executive's separation from service with the Company the Covered Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement in connection with such separation from service that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), as determined by the Company in its reasonable discretion, and that would (but for this sentence) be payable to the Covered Executive within the six months immediately following the date of such separation from service, shall instead be paid on the date that follows the date of such separation from service by six months (or, if earlier, the date of the Covered Executive's death). For purposes of the preceding sentence, "separation from service" shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term "specified employee" shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.

VII. NO DUPLICATION OF SEVERANCE RIGHTS

To the extent any Covered Executive is entitled to receive benefits for severance pursuant to statutory or regulatory requirements or an employment contract or arrangement, the benefits hereunder, which are not intended to duplicate such benefits, shall be reduced automatically to avoid any such duplication. The determination of the reduction is the responsibility of the Compensation Committee, whose decision will be final and binding on both the Company and the Covered Executive.

VIII. AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate this Policy in part or in whole, with respect to any or all Covered Executives, provided that any such action that would materially decrease the benefits to which a Covered Executive would have been entitled under the Policy as in effect prior to such action shall not take effect prior to 60 days following delivery of written notice to the Covered Executive. Any dispute or controversy arising in connection with any such action that is not resolved within 30 days following delivery of such written notice may be submitted for resolution in accordance with Section IX below.

IX. ARBITRATION

Any unresolved dispute or controversy arising under or in connection with this Policy shall be settled exclusively by arbitration, conducted before a panel of three (3) arbitrators in Houston, Texas, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA") then in effect, provided that Covered Executive shall comply with the Company's grievance procedures in an effort to resolve such dispute or controversy before resorting to arbitration, and provided further that the Parties may agree to use arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to add to, detract from, or modify any provision of this Policy nor to award punitive damages to any injured party. The arbitrators shall have the authority to order severance compensation, vesting of options or restricted stock (or cash compensation in lieu of vesting of options or restricted stock), reimbursement of costs, including those incurred to enforce this Policy, and interest thereon. A decision by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any arbitration proceeding shall be borne by the Company.

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Exhibit 10.3

Comfort Systems USA, Inc. Executive Severance Policy

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Exhibit 10.4
Name of Executive

COMFORT SYSTEMS USA, INC.
2006 Equity Incentive Plan
Restricted Stock Award Agreement

Comfort Systems USA, Inc.
777 Post Oak Blvd, Suite 500
Houston, Texas 77056

Ladies and Gentlemen:

The undersigned (i) acknowledges that he or she has received an award (the "Award") of restricted stock from Comfort Systems USA, Inc., a Delaware corporation (the "Company") under the 2006 Equity Incentive Plan (the "Plan"), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:

1.

Effective Date. This Agreement shall take effect as of [DATE], which is the date of grant of the Award.

2.

Shares Subject to Award. The Award consists of [NUMBER] shares (the "Shares") of common stock of the Company ("Stock"). The undersigned's rights to the Shares are subject to the restrictions described in this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

3.

Meaning of Certain Terms. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term "vest" as used herein with respect to any Share means the lapsing of the restrictions described herein and in the Plan with respect to such Share.

4.

Nontransferability of Shares. The Shares acquired by the undersigned pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.

5.

Forfeiture Risk. Except as provided in Section 7(b) of this Agreement, if the undersigned ceases to be employed by the Company and its subsidiaries for any reason, including death, any then unvested Shares acquired by the undersigned hereunder shall be immediately forfeited. The undersigned hereby (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.

6.

Retention of Certificates. Any certificates representing unvested Shares shall be held by the Company. The undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

7.

Vesting of Shares. The shares acquired hereunder shall vest in accordance with the provisions of this Paragraph 7 and applicable provisions of the Plan, as follows:

(a): (i) If the Committee determines that, for the prior 12-month period preceding the first scheduled vesting date, the Company did not have positive earnings from its continuing operations, all as determined and reported in accordance with generally accepted accounting

principles in the Company's regularly-prepared financial statements, excluding the following non-cash items: (A) good will impairment; (B) write-off of debt costs; (C) restructuring charges; and (D) any cumulative effect of a change in accounting principles, Employee shall immediately and irrevocably forfeit all of the Shares.

(ii): If the Committee determines that for any of the 12-month periods prior to the date that such restricted shares are scheduled to vest under Section 7(b) herein the Company did not achieve 60% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit all of the shares scheduled to vest.
(iii): If in the 12-month period preceding a scheduled vesting date under Section 7(b), the Company achieved between 60% to 80% of the average 3-year trailing EBITDA or EPS target (whichever the case may be) as set by the Compensation Committee under the average of the Company's prior 3-year Senior Management Incentive Programs, then Employee shall immediately and irrevocably forfeit shares proportionately based on a scale where 60% or less equals 0% of shares retained by Employee and 80% or greater equals 100% of shares retained by Employee; and all shares not forfeited pursuant to the aforementioned scale shall vest on such vesting date.

(b)

Subject to Section 7(a) above and Sections 7(c) and 7(d) below, and provided that the undersigned is then, and since the date of grant has continuously been employed by the Company or its subsidiaries, then the Shares shall vest as follows:

on: [DATE]; [1/3 of NUMBER]
on: [DATE]; [1/3 of NUMBER]; and
on: [DATE] [1/3 of NUMBER].

provided, however, that, not withstanding anything to the contrary in Section 7(a) above or this Section 7(b), any unvested Shares that have not earlier been forfeited shall vest immediately in the event of (i) a "Change in Control" as defined in the undersigned's change in control agreement, if any, with the Company, or (ii) if the undersigned and Company have not entered into a change in control agreement, in the event the Company experiences a "Change in Control" as defined herein.

(c): Notwithstanding anything to the contrary in Section 7(b) above, if the undersigned retires from the Company at a time when the sum of his or her age in whole years and his or her years of service with the Company (as determined in a manner consistent with the method used for purposes of determining vesting under the Comfort Systems USA, Inc. 401(k) Plan) is at least 75, the undersigned shall be deemed to satisfy the continuous employment condition set forth in Section 7(b) on each vesting date following retirement.
(d): Notwithstanding anything to the contrary in Sections 7(a), 7(b), or 7(c) above, the Committee may, in its sole discretion, reduce the number of shares vesting on any date pursuant to this Award, and may cause any unvested shares under this Award to be forfeited, based on the individual performance of the undersigned as compared with specific individual goals, which may be based on objective or nonobjective factors related to the performance of the undersigned.

8.: Legend. Any certificates representing unvested Shares shall be held by the Company, and any such certificate shall contain a legend substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE COMPANY'S 2006 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO

BETWEEN THE REGISTERED OWNER AND COMFORT SYSTEMS USA, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF COMFORT SYSTEMS USA, INC.

As soon as practicable following the vesting of any such Shares the Company shall cause a certificate or certificates covering such Shares to be delivered to the undersigned.

9.

Dividends, etc. The undersigned shall be entitled to (i) receive any and all dividends or other distributions paid with respect to those Shares of which he is the record owner on the record date for such dividend or other distribution, and (ii) vote any Shares of which he is the record owner on the record date for such vote; provided, however, that any property (other than cash) distributed with respect to a share of Stock (the "associated share") acquired hereunder, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities with respect to an associated share, shall be subject to the restrictions of this Agreement in the same manner and for so long as the associated share remains subject to such restrictions, and shall be promptly forfeited to the Company if and when the associated share is so forfeited; and further provided, that the Administrator may require that any cash distribution with respect to the Shares other than a normal cash dividend be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. References in this Agreement to the Shares shall refer, mutatis mutandis, to any such restricted amounts.

10.

Sale of Vested Shares. The undersigned understands that he will be free to sell any Share once it has vested, subject to (i) satisfaction of any applicable tax withholding requirements with respect to the vesting or transfer of such Share; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and (iii) applicable company policies and the requirements of federal and state securities laws.

11.

Certain Tax Matters. The undersigned expressly acknowledges the following:

a.: The undersigned has been advised to confer promptly with a professional tax advisor to consider whether the undersigned should make a so-called "83(b) election" with respect to the Shares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the date of this award. The Company has made no recommendation to the undersigned with respect to the advisability of making such an election.
b.: The award or vesting of the Shares acquired hereunder, and the payment of dividends with respect to such shares, may give rise to "wages" subject to withholding. The undersigned expressly acknowledges and agrees that his rights hereunder are subject to his paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Committee so determines, by the delivery of previously acquired Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment.

12.

Definition: Change in Control. For the purpose of Section 7(b)(ii) herein, a "Change in Control" shall be deemed to have occurred if:

a.: any person (including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and more than one person acting as a group), other than the Company, or an employee benefit plan of the Company, or any entity controlled by either, acquiring directly or indirectly the beneficial ownership of any voting security of the Company and if immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of the Company, provided that if any one person, or more than one person acting as a group, owned more than 50% of the total fair market value or total voting power of Company stock as of the date of this

Agreement, the acquisition of additional stock by the same person or persons shall not be deemed to be a Change in Control;

b.: the date a majority of the following individuals are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election: (i) the individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Original Directors"); (ii) the individuals who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election); and (iii) the individuals who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election); or
c.: any one person, or more than one person acting as a group, acquiring (or who has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of the assets of the Company immediately before such acquisition or acquisitions..

13.

Non-Competition Agreement. The undersigned will not, during the period of employment by or with the Company, and for a period of twelve (12) months immediately following the termination of employment, for any reason whatsoever, directly or indirectly, on his or her own behalf or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature:

a.: engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, or make guarantee loans or invest, in or for any business engaged in the business of mechanical contracting services, including heating, ventilation and air conditioning, plumbing, fire protection, piping and electrical and related services ("Services") in competition with the Company or any of its affiliates within seventy-five (75) miles of where the Company or any affiliated operation or subsidiary conducts business if within the preceding two (2) years the undersigned has had responsibility for, or material input or participation in, the management or operation of such other operation or subsidiary;
b.: call upon any person who is, at that time, an employee of the Company or any of its affiliates in a technical, managerial or sales capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any affiliate;
c.: call upon any person or entity which is at that time, or which has been within two (2) years prior to that time, a customer of the Company or any affiliate for the purpose of soliciting or selling Services; or
d.: call upon any prospective acquisition candidate, on the undersigned's own behalf or on behalf of any competitor, which acquisition candidate either was called upon the undersigned on behalf of the Company or any affiliate or was the subject of an acquisition analysis made by the undersigned on behalf of the Company or any affiliate for the purpose of acquiring such acquisition candidate.

Notwithstanding the above, the foregoing agreements and covenants shall not be deemed to prohibit the undersigned from acquiring as an investment not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or on an over-the-counter or similar market. It is specifically agreed that the period during which the agreements and covenants of the undersigned made in this Section 13 shall be effective shall be computed by excluding from such computation any time during which the undersigned is in violation of any provision of this Section 13.

14.: Remedies in the Event of Breach. If the Company determines that the undersigned is not in compliance with the agreements and covenants set forth in Section 13 above, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may, without limiting other remedies that may be available to the Company, cause all or any portion of the Award to be forfeited, whether or not previously vested, and may require the undersigned to remit or deliver to the Company the amount of any consideration received by the undersigned upon the sale of any Shares delivered under the Award. The undersigned acknowledges and agrees that the calculation of damages from a breach of the foregoing agreements and covenants would be difficult to calculate accurately and that the remedies provided for herein are reasonable and not a penalty. The undersigned further agrees not to challenge the reasonableness of this provision even if the Company rescinds or withholds the delivery of Shares hereunder or withholds any amount otherwise payable to the undersigned as an offset to effectuate the foregoing.

		Very truly yours,
		[Name of Executive]

The foregoing Restricted Stock Award Agreement is hereby accepted:
COMFORT SYSTEMS USA, INC.
By:	Signature
	Trent McKenna
Its:	General Counsel and Secretary

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Exhibit 10.4 Name of Executive

COMFORT SYSTEMS USA, INC. 2006 Equity Incentive Plan Restricted Stock Award Agreement

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Exhibit 31.1

RULE 13a-14(a) CERTIFICATION IN
ACCORDANCE WITH SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, William F. Murdy, Chairman of the Board and Chief Executive Officer of Comfort Systems USA, Inc. (the "Company"), certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f) for the registrant and have:

(a): designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a): all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2008

By:

/s/ WILLIAM F. MURDY

William F. Murdy
Chairman of the Board and Chief Executive Officer

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Exhibit 31.1

RULE 13a-14(a) CERTIFICATION IN ACCORDANCE WITH SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 31.2

RULE 13a-14(a) CERTIFICATION IN
ACCORDANCE WITH SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, William George, Executive Vice President and Chief Financial Officer of Comfort Systems USA, Inc. (the "Company"), certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Company;

2.

3.

4.

(a): designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

(a): all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2008

By:

/s/ WILLIAM GEORGE

William George
Executive Vice President and Chief Financial Officer

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Exhibit 31.2

RULE 13a-14(a) CERTIFICATION IN ACCORDANCE WITH SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Comfort Systems USA, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William F. Murdy, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.: The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.: The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:

/s/ WILLIAM F. MURDY

William F. Murdy
Chairman of the Board and Chief Executive Officer

*: A signed original of this written statement required by Section 906 has been provided to Comfort Systems USA, Inc. and will be retained by Comfort Systems USA, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Comfort Systems USA, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William George, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.: The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.: The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:

/s/ WILLIAM GEORGE

William George
Executive Vice President and Chief Financial Officer

*: A signed original of this written statement required by Section 906 has been provided to Comfort Systems USA, Inc. and will be retained by Comfort Systems USA, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002