Item regarding the backgrounds of our executive officers and directors and other information contemplated by Items 401, 405, 406 and 407 of Regulation S-K will be contained in our definitive proxy statement for our 2008 Annual Meeting of Stockholders under the captions "Directors and Executive Officers," "Corporate Governance and Board Matters" and "Section 16(a) Beneficial Ownership Reporting Compliance" and is incorporated by reference herein.

        We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and have posted it in the Corporate Governance section of our website which is located at www.enernoc.com. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding any amendments to, or waivers from, our code of business conduct and ethics by posting such information on our website which is located at www.enernoc.com.

Item 11.    Executive Compensation

        The information required by this Item will be contained in our definitive proxy statement for our 2008 Annual Meeting of Stockholders under the captions "Compensation Discussion and Analysis," "Corporate Governance and Board Matters" and "Compensation Committee Report" and is incorporated by reference herein.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The information required by this Item will be contained in our definitive proxy statement for our 2008 Annual Meeting of Stockholders under the captions "Compensation Discussion and Analysis" and "Security Ownership of Certain Beneficial Owners and Management" and is incorporated by reference herein.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this Item will be contained in our definitive proxy statement for our 2008 Annual Meeting of Stockholders under the captions "Certain Relationships and Related Transactions" and "Corporate Governance and Board Matters" and is incorporated by reference herein.

74

Item 14.    Principal Accounting Fees and Services

        The information required by this Item will be contained in our definitive proxy statement for our 2008 Annual Meeting of Stockholders under the caption "Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm" and is incorporated by reference herein.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a)    The following are filed as part of this Annual Report on Form 10-K:

1.     Financial Statements

        The following consolidated financial statements beginning on page F-1 are included in this Annual Report on Form 10-K:

•

Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006



•

Consolidated Statements of Operations for the years ended December 31, 2007, December 31, 2006 and December 31, 2005



•

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit for the years ended December 31, 2007, December 31, 2006 and December 31, 2005



•

Consolidated Statements of Cash Flows for the years ended December 31, 2007, December 31, 2006 and December 31, 2005



•

Notes to the Consolidated Financial Statements

(b)   Exhibits

        The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K.

(c)   Financial Statement Schedules

        All other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the Notes thereto.

75

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.

		ENERNOC, INC.
March 28, 2008		By:		/s/  TIMOTHY G. HEALY       Name:  Timothy G. Healy Title:    Chairman of the Board and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/  TIMOTHY G. HEALY       Timothy G. Healy		Chairman of the Board, Chief Executive Officer and Director (principal executive officer)		March 28, 2008
/s/  NEAL C. ISAACSON       Neal C. Isaacson		Chief Financial Officer (principal financial officer and principal accounting officer)		March 28, 2008
/s/  DAVID B. BREWSTER       David B. Brewster		Director and President		March 28, 2008
/s/  TJ GLAUTHIER       TJ Glauthier		Director		March 28, 2008
/s/  ADAM GROSSER       Adam Grosser		Director		March 28, 2008
/s/  RICHARD DIETER       Richard Dieter		Director		March 28, 2008
/s/  WILLIAM D. LESE       William D. Lese		Director		March 28, 2008

76

EnerNOC, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Annual Consolidated Financial Statements of EnerNOC, Inc.:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2007 and 2006		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005		F-4
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit for the Years Ended December 31, 2007, 2006 and 2005		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of EnerNOC, Inc.:

        We have audited the accompanying consolidated balance sheets of EnerNOC, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, changes in redeemable convertible preferred stock and stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of EnerNOC, Inc. as of December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards, No. 123(R), Share-Based Payment.

/s/ Ernst & Young LLP

Boston, Massachusetts
March 17, 2008

F-2

EnerNOC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

				December 31, 2007			December 31, 2006
Assets
Current assets
	Cash and cash equivalents			$	70,242		$	9,184
	Restricted cash				1,248			510
	Marketable securities				15,500			—
	Accounts receivable, net allowance for doubtful accounts of $368 at December 31, 2007 and $7 at December 31, 2006				10,134			4,447
	Deposits, current				1,955			—
	Prepaid expenses and other current assets				2,315			738
		Total current assets			101,394			14,879
Property and equipment, net					23,195			6,547
Goodwill and other intangible assets, net					16,421			7,132
Restricted cash—non current					1,770			—
Deposits, non-current					12,496			522
Other assets					308			870
		Total assets		$	155,584		$	29,950
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
	Accounts payable			$	2,112		$	1,660
	Accrued capacity payments				9,069			5,210
	Current portion of deferred related-party acquisition payments				431			1,989
	Accrued payroll and related expenses				4,902			1,275
	Accrued Mdenergy earn-out				3,357			—
	Accrued expenses and other current liabilities				1,586			1,215
	Deferred revenue				2,403			971
	Contingent consideration provision				2,247			—
	Current portion of long-term debt				2,451			1,128
		Total current liabilities			28,558			13,448
Long-term liabilities
	Long-term debt, net of current portion				3,640			4,072
	Deferred related-party acquisition payments, net of current portion				—			400
	Deferred revenue				—			420
	Contingent consideration provision				—			2,247
	Redeemable convertible preferred stock warrant liability				—			606
	Deferred tax liability				100			—
	Other liabilities				869			149
		Total long-term liabilities			4,609			7,894
Commitments and contingencies (Note 16)					—			—
Redeemable convertible preferred stock
	Series A Redeemable Convertible Preferred Stock, $0.001 par value; 713,118 shares authorized, issued, and outstanding at December 31, 2006, at redemption value				—			828
	Series A-1 Redeemable Convertible Preferred Stock, $0.001 par value; 916,212 shares authorized, issued, and outstanding at December 31, 2006, at redemption value				—			1,739
	Series B Redeemable Convertible Preferred Stock, $0.001 par value; 1,177,097 shares authorized, issued and outstanding at December 31, 2006, at redemption value				—			7,685
	Series B-1 Redeemable Convertible Preferred Stock, $0.001 par value; 296,632 shares authorized, 277,778 shares issued and outstanding at December 31, 2006, at redemption value				—			2,691
	Series C Redeemable Convertible Preferred Stock, $0.001 par value; 271,346 shares authorized, 104,921 shares issued and outstanding at December 31, 2006, at redemption value				—			5,749
Stockholders' equity (deficit)
	Common stock, non-convertible, $0.001 par value; 50,000,000 shares authorized, 19,180,504 and 4,245,324 shares issued and outstanding at December 31, 2007 and December 31, 2006, respectively				19			4
Additional paid-in capital					156,250			771
Redeemable convertible preferred stock subscription receivable					—			(800	)
Accumulated deficit					(33,852	)		(10,059	)
		Total stockholders' equity (deficit)			122,417			(10,084	)
		Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)		$	155,584		$	29,950

See accompanying notes.

F-3

EnerNOC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

				Year Ended December 31,
				2007			2006			2005
Revenues				$	60,838		$	26,100		$	9,826
Cost of revenues					38,949			16,839			4,190
Gross profit					21,889			9,261			5,636
Operating expenses:
	Selling and marketing expenses				17,145			5,932			2,228
	General and administrative expenses				27,917			8,000			4,211
	Research and development expenses				3,097			955			981
		Total operating expenses			48,159			14,887			7,420
Loss from operations					(26,270	)		(5,626	)		(1,784	)
	Interest and other income				3,161			167			291
	Interest expense				(373	)		(312	)		(213	)
	Loss before income tax expense				(23,482	)		(5,771	)		(1,706	)
	Provision for income tax expense				(100	)		—			—
		Net loss		$	(23,582	)	$	(5,771	)	$	(1,706	)
Net loss per share
	Basic and diluted			$	(1.80	)	$	(1.60	)	$	(0.56	)
	Weighted average number of basic and diluted shares				13,106,114			3,607,822			3,071,733

See accompanying notes.

F-4

EnerNOC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' DEFICIT
(in thousands, except share data)

		Series A Redeemable Convertible Preferred Stock					Series A-1 Redeemable Convertible Preferred Stock					Series B Redeemable Convertible Preferred Stock					Series B-1 Redeemable Convertible Preferred Stock					Series C Redeemable Convertible Preferred Stock
																											Common Stock
																																			Redeemable Convertible Preferred Stock Subscription Receivable
		Number of Shares		Amount			Number of Shares		Amount			Number of Shares		Amount			Number of Shares		Amount			Number of Shares		Amount			Number of Shares		Amount			Additional Paid-in Capital						Accumulated Deficit			Total
Balances as of December 31, 2004		713,118		$	810		916,212		$	1,738		—		$	—		—		$	—		—		$	—		2,831,003		$	3		$	9		$	—		$	(2,509	)	$	51
Issuance of stock upon exercise of stock options		—			—		—			—		—			—		—			—		—			—		83,633			—			11			—			—			11
Issuance of common shares in connection with the acquisition of Pinpoint Power DR LLC		—			—		—			—		—			—		—			—		—			—		285,220			—			101			—			—			101
Stock-based compensation expense related to issuance of stock options to non-employees		—			—		—			—		—			—		—			—		—			—		—			—			1			—			—			1
Issuance of Series B Redeemable Convertible Preferred Stock, net of issuance costs		—			—		—			—		1,177,097			7,643		—			—		—			—		—			—			—			—			—			7,643
Accretion of issuance costs		—			9		—			1		—			20		—			—		—			—		—			—			—			—			(30	)		—
Net loss		—			—		—			—		—			—		—			—		—			—		—			—			—			—			(1,706	)		(1,706	)
Balances as of December 31, 2005		713,118			819