Comverge (COMV)

Interest Rate Risk

As of December 31, 2008, $0.6 million of our outstanding debt was at fixed interest rates and $27.5 million of outstanding debt was at floating interest rates. Based on outstanding floating rate debt of $27.5 million as of December 31, 2008, an increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately $275,000 per year.

Interest Rate Risk

As of December 31, 2008, $0.6 million of our outstanding debt was at fixed interest rates and $27.5 million of outstanding debt was at floating interest rates. Based on outstanding floating rate debt of $27.5 million as of December 31, 2008, an increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately
$275,000 per year.

Interest Rate Risk

As of December 31, 2007, $20.0 million of our outstanding debt was at fixed interest rates and $6.3 million of outstanding debt was at floating interest rates. Based on outstanding floating rate debt of $6.3 million as of December 31, 2007, an increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately $63,000 per year.

Interest Rate Risk

As of September 30, 2007, $20.0 million of our outstanding debt was at fixed interest rates and $7.6 million of outstanding debt was at floating interest rates. An increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately $76,000 per year.

Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2007, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is currently assessing the impact of the Enerwise and PES acquisitions as related to its internal controls over financial reporting. For the period ended September 30, 2007, no matters arising from the acquisitions are known that materially affect the Company’s internal control over financial reporting.

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Interest Rate Risk

As of June 30, 2007, all of our $5.6 million of outstanding debt was at floating interest rates. An increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately $56 thousand per year.

Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2007, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Interest Rate Risk

As of March 31, 2007, all of our $6.8 million of outstanding debt was at floating interest rates. An increase of 1.0% in the prime rate or the three-month LIBOR rate would result in an increase in our interest expense of approximately $68,000 per year.