BUSINESS OVERVIEW General EMCOR Group, Inc. (“EMCOR”) is one of the largest mechanical and electrical construction and facilities services firms in the United States, Canada, the United Kingdom and in the world. In 2001, EMCOR had revenues of more than $3.4 billion. As of December 31, 2001, EMCOR provides services to a broad range of commercial, industrial, utility, and institutional customers through approximately 51 principal operating subsidiaries, joint ventures and a majority-owned interest in a limited liability company. EMCOR has offices in 30 states and the District of Columbia in the United States, eight provinces in Canada and ten primary locations in the United Kingdom. In the United Arab Emirates, Saudi Arabia and South Africa, EMCOR carries on business through joint ventures. EMCOR’s executive offices are located at 101 Merritt Seven Corporate Park, Norwalk, Connecticut 06851-1060, and its telephone number at those offices is (203) 849-7800. EMCOR specializes in the design, integration, installation, start-up, operation and maintenance of: EMCOR also provides services needed to support the operation of customers’ facilities, which services are not related to customers’ construction programs. These services, frequently referred to as facilities services, include site-based operations and maintenance, mobile maintenance and service, consulting, program development and management for energy systems, and maintenance of facilities. Facilities services are provided to a wide range of commercial, industrial, utility and institutional facilities, including those at which EMCOR provided construction services and others at which construction services were provided by other contractors. EMCOR’s varied facilities services are frequently combined to provide  integrated service packages which include mechanical, electrical  and other services. EMCOR provides mechanical and electrical construction services and facilities services directly to corporations, municipalities and other governmental entities, owners/developers and tenants of buildings. It also provides these services indirectly by acting as a subcontractor to construction managers, general contractors, systems suppliers and other subcontractors. Worldwide, EMCOR employs approximately 20,000 people, as of December 31, 2001. EMCOR’s revenues are derived from many different customers in numerous industries which have operations in several different geographical areas. Of EMCOR’s 2001 revenues, approximately 80% were generated in the United States and approximately 20% were generated internationally. In 2001, approximately 46% of revenues were derived from new construction projects, while the remaining 54% were derived from renovation and retrofit of customers’ existing facilities (38%) and facilities services operations (16%) (the renovation and retrofit work and facilities services operations are sometimes referred to by stock analysts as “MRR” or maintenance, repair and replacement and by industry analysts as maintenance, repair and operation or “MRO”). For the period 1998 through 2001, revenues  and EBITDA (earnings before interest, taxes, depreciation and amortization) grew at compound annual growth rates of 15.7% and 30.8%, respectively. On February 11, 2002, EMCOR entered into an agreement with Comfort Systems USA, Inc. (“Comfort Systems”) to acquire nineteen  of Comfort Systems’ subsidiaries. The companies to be acquired  had 2001 revenues of approximately $650 million and employ approximately 3,800 technical and service employees in 11 states. These companies, which are predominantly in the Midwest and New Jersey, are active in the installation and maintenance of mechanical systems, including the design and installation of process and fire protection systems, and provide services to a wide variety of industries, including the food processing, pharmaceutical and manufacturing/distribution sectors. The broad scope of EMCOR’s operations are more particularly described below. EMCOR believes that the mechanical and electrical construction services and facilities services business is highly fragmented, consisting of thousands of small companies across the United States and around the world. Because EMCOR has total assets, annual revenues, net worth, access to bank credit and surety bonding, and expertise significantly greater than most of its competitors, EMCOR believes it has a significant competitive advantage. The mechanical and electrical construction services industry has a higher growth rate than the overall construction industry, due principally to the increase in content and complexity of mechanical and electrical systems in all types of projects. This increased content and complexity is, in part, a result of the expanded use of computers and more technologically advanced voice and data communications, lighting, and environmental control systems in all types of facilities. For these reasons, buildings of all types consume more electricity per square foot than in the past and thus need more extensive electrical distribution systems. In addition, advanced voice and data communication systems require more sophisticated power supplies and extensive low voltage and fiber-optic communications cabling. Moreover, the need for greater environmental controls within a building, such as the heightened  need for climate control to maintain extensive computer systems at optimal temperatures, and the growing demand for environmental control in individual spaces, have created expanded opportunities for the mechanical and electrical construction services and facilities services businesses. Mechanical and electrical construction services primarily involve the design, integration, installation and start-up of: (1) systems for the generation and distribution of electrical power, including power cables, conduits, distribution panels, transformers, generators, uninterruptible power supply systems and related switch gear and controls; (2) lighting systems, including fixtures and controls; (3) low- voltage systems, including fire alarm, security, and process control The Business Mechanical and Electrical Construction Services  and Facilities Services • Systems for generation and distribution of electrical power; • Lighting systems; •L o w-voltage systems, such as fire alarm, security, communications and process control systems; •V oice and data communications systems; • Heating, ventilation, air conditioning, refrigeration  and clean-room process ventilation systems; and • Plumbing, process and high-purity piping systems.