Clean Energy Fuels Corp.
Annual Report 2015

ANNUAL
REPORT
2015

Clean Energy Fuels Corp.
2015 Summary Annual Report
and Form 10-k

Letter from the CEO

At Clean Energy we firmly believe that natural gas as a transportation 
fuel is leading us to a cleaner environment while increasing America’s 
energy independence. In 2015 we continued to see fleets across the 
transit, refuse and trucking sectors also share this vision, be it 
through an initial decision to begin converting their fleets to natural 
gas, or as we have seen so often, the continued expansion of natural 
gas fleets by our nation’s transportation leaders.

expanding sales to states like Texas and Oregon. With continued 
changes in environmental directives, I believe we’ll see additional 
states incentivize fleets and fuel providers to use renewable natural 
gas, which is 90% cleaner than diesel. And, when you match it with 
some of the new engine technologies that are coming online, I believe 
the combination of the two will be unbeatable in the reduction of 
greenhouse gas emissions by the transportation industry.  

Despite the uncertainty of energy markets, our focus in 2015 on 
growing our business while positioning ourselves financially led us to 
some significant milestones of which I am proud.

•  We continued to grow our volumes every quarter, delivering 

308.5 million gallons, a 16% increase over 2014.

•  Our sales of Redeem™, our renewable natural gas offering, more 
than doubled in 2015 to 50 million gasoline gallon equivalents 
(GGEs) from 20 million GGEs in 2014. Additionally, Redeem™ sales 
have expanded from California to major fleets in both Texas and 
Oregon. 

•  In the third and fourth quarters of 2015, we crossed over to 

positive adjusted EBITDA and I believe that trend will continue into 
2016 as we work our way towards profitability.

•  Our majority-owned subsidiary NG Advantage LLC, delivered over 

22 million GGEs in 2015, a 111% increase over 2014. 

We understand we are in challenging economic times. We believe we 
have taken the right steps with our financial obligations and expect 
that we will be able to continue our growth in order to meet those 
challenges in 2016 and beyond.

2015 MARKED BY GROWTH OF NEW 
AND EXISTING CUSTOMERS 

As the largest supplier of natural gas fueling services to the 
transportation industry, we rely on those who’ve made the decision to 
transition to a cleaner fueling solution early on. However, we are 
pleased to also see a large number of new fleets come on board in 
2015 as well. These companies, many in the refuse and transit 
sectors, are realizing that there are still economic, as well as 
environmental, advantages to using a natural gas fueling solution. In 
2015 alone, our refuse volume increased by 17.3 million GGEs as 
customers added an additional 1705 trucks to their fleets. There is 
room to grow in all of our sectors and we’ll continue to expand with 
new customers where it makes sense for us to do so.

We were very pleased to see new fleets in 2015 but what should be 
emphasized is that despite the volatility constraining the energy 
market, we experienced a strong continued expansion of natural gas 
fleets by those customers who have already begun transitioning to 
natural gas. These companies, stalwarts like UPS, Ryder, Dillon 
Transport, Waste Management, Raven Transport and Republic 
Services, fully understand the challenges presented by low oil prices, 
yet continue with their sustainability and transition plans, which is a 
testament to their leadership and the benefits of natural gas. We will 
work alongside our partners in 2016 and expect the volumes to 
continue increasing. 

In 2015 we completed 67 station projects including design and builds 
as well as facility modifications. While this number was down slightly 
from 2014, it is important to understand our station projects are cyclical 
between upgrades and new stations, and we anticipate higher 
construction revenues in 2016 as we build more complete stations. 
Clean Energy currently owns or operates over 570 stations in 42 states, 
by far the largest natural gas fueling network in the nation. We expect 
to expand this network as we grow with new and existing customers.

SOLID FINANCIAL DISCIPLINE

We finished 2015 with approximately $147 million of cash and 
investments. Our short term priority is to address our convertible 
notes that mature at the end of August 2016. We prepaid $60 million 
of these notes with cash in March 2016 and we expect to repay the 
remaining balance with a combination of cash and stock. In the first 
quarter of 2016 we also bought back, at a significant discount, $32.5 
million of our convertible notes that mature in 2018. All told, we 
reduced our convertible debt by $92.5 million through the first quarter 
of 2016. We expect our cash position to remain consistent due to a 
working capital credit facility we have in place, the receipt of the 
Alternative Fuel Tax Credit, reduced capital expenditures, and positive 
adjusted EBITDA.

Throughout 2015 we took appropriate actions on SG&A spending 
given the low oil-price environment and have seen a reduction each 
quarter. On a year-over-year basis we have reduced SG&A by 
approximately $13 million or 10%. Compared to 2013, SG&A has 
been reduced 18% or $24 million, while volumes have increased 44%.

STRATEGICALLY POSITIONED TO CAPITALIZE 
ON OPPORTUNITIES IN 2016

Our growth and financial stewardship will continue to be our focus for 
2016. As of the date of this letter Clean Energy has more refuse station 
construction projects in the pipeline for 2016 than we've ever had in our 
history. We believe our robust construction pipeline is a solid indicator 
that our customers continue to make investments in expanding their 
fleets and remain committed to their sustainability goals.

Due to our investment over the last decade, Clean Energy has a 
robust installed infrastructure and therefore we are able to reduce our 
capital expenditures without stalling growth. Our capital expenditure 
budget for 2016 is approximately $25 million which has been reduced 
by more than 50% from 2015. This will be targeted only for projects 
for key anchor fleet customers.

While we remain positive because of the continued growth by fleets 
fueling with natural gas and our dramatic growth in Redeem™ sales 
across all sectors, I believe that this trend will get an additional boost 
with the introduction of the Cummins Westport Low NOx engine. We 
should see positive results when the 8.9 liter Low NOx engine is 
launched this year and expect that to expand with the addition of the 
11.9 liter Low NOx engine in 2018. We believe these new engines, 
combined with Redeem™, will be cleaner than running an electric 
vehicle that is plugged into the grid. Some manufacturers of 
passenger cars are accelerating their electric vehicle offerings, but 
that technology will not be applicable to moving the nation’s goods 
around our highways for many years. Natural gas and these new 
engines are a game changing technology - today. 

Our employees and I are proud of what Clean Energy achieved in 
2015. We continue to adapt and grow despite record low oil prices 
and remain confident the steps we have taken will lead us to a 
successful 2016.

Sincerely,

REDEEM™ RENEWABLE NATURAL GAS 
SALES MORE THAN DOUBLE

In 2013 we became the first company to commercially distribute fuel 
made from waste with the launch of Redeem™, and earlier this year 
we announced that 2015 sales more than doubled to 50 million 
GGEs, up from 20 million GGEs in 2014. Currently 100% of our CNG 
and LNG sold to fleets in California is Redeem™, and now we are 

Andrew J. Littlefair
President and CEO

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark  One)

(cid:1) ANNUAL REPORT PURSUANT TO  SECTION 13  OR  15(d) OF  THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2015

or

(cid:2) TRANSITION REPORT PURSUANT  TO  SECTION 13  OR  15(d) OF  THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-33480
CLEAN ENERGY FUELS CORP.
(Exact name of registrant as specified in  its charter)

Delaware
(State or other jurisdiction
of incorporation)

33-0968580
(IRS Employer
Identification No.)

4675 MacArthur Court, Suite 800,  Newport  Beach, CA  92660
(Address of principal executive offices,  including zip code)

(949) 437-1000
(Registrant’s telephone number, including  area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Name of  each exchange on  which  registered

Common Stock, par value $0.0001 per share

The NASDAQ Global Select Market

Securities registered pursuant to section 12(g) of the  Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes (cid:2) No  (cid:1)

Indicate by check mark if the registrant is not required  to file reports pursuant to  Section 13 or  Section 15(d)  of  the

Act. Yes (cid:2) No  (cid:1)

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 (cid:1) No  (cid:2)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if  any,

every Interactive  Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post  such
files). Yes (cid:1) No  (cid:2)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated  by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:2)

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 the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting
company’’ in Rule  12b-2 of the Exchange Act. (Check one):
Large accelerated  filer (cid:2)

Accelerated filer (cid:1)

Smaller reporting company  (cid:2)

Non-accelerated filer (cid:2)
(Do not check if a
smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes (cid:2) No  (cid:1)
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2015, the last
business day of the registrant’s second fiscal quarter, was approximately $399,840,166 (based on the closing price of the
registrant’s common stock as reported on such date by The NASDAQ Global Select Market). Shares of common stock held
by officers and directors and holders of 10% or more of the outstanding shares of common stock have been excluded from
the calculation  of this amount because such persons may be deemed to be affiliates. This determination of affiliate status  is
not necessarily a conclusive determination for other purposes.

As of March 1, 2016, the number of outstanding  shares of  the registrant’s common stock was 97,360,841.

Portions of the registrant’s proxy statement for its 2016 Annual Meeting of Stockholders are incorporated in Part III  of

this annual report on Form 10-K by reference, to the extent stated therein.

DOCUMENTS INCORPORATED BY  REFERENCE

Clean Energy Fuels Corp.

Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2015

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.

Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5.

Market for Registrant’s Common  Equity,  Related Stockholder Matters  and Issuer

Item 6.
Item 7.

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion  and  Analysis of Financial Condition  and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About  Market Risk . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary  Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements With Accountants on Accounting  and Financial
Item 9.

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10. Directors, Executive Officers  and  Corporate  Governance . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain  Beneficial Owners and  Management and Related
Item 12.

Item 13.
Item 14.

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions and Director Independence . . . . . . .
Principal Accounting Fees  and  Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.

Page

2

4
4
14
28
28
29
29

30

30
31

32
52
54

106
106
106

108
108
108

108
108
108

109
109

1

CAUTIONARY NOTE REGARDING  FORWARD-LOOKING STATEMENTS

Certain statements in this annual report on Form 10-K may constitute ‘‘forward-looking
statements’’ within the meaning of Section  27A of the  Securities Act of 1933, as amended (the
‘‘Securities Act’’), and Section 21E of  the  Securities  Exchange Act of  1934, as amended (the ‘‘Exchange
Act’’). Forward-looking statements relate to future events  or circumstances or our future financial
performance and are based upon our  current assumptions, expectations  and beliefs concerning  future
developments and their potential effect on our  business.  In some cases,  you can  identify forward-
looking statements by the following words:  ‘‘may,’’  ‘‘will,’’ ‘‘can,’’ ‘‘could,’’ ‘‘would,’’  ‘‘should,’’ ‘‘expect,’’
‘‘intend,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘believe,’’  ‘‘estimate,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘forecast,’’ ‘‘potential,’’
‘‘continue,’’ ‘‘ongoing’’ or the negative  of  these terms  or other comparable terminology, although  the
absence of these words does not mean that a  statement  is not forward-looking.  We believe  that  the
statements that we make in this annual  report on Form 10-K  regarding the following subject  matters
are forward-looking by their nature:

(cid:127) expected adoption of and growth in the  market  for natural gas as a vehicle  fuel and our ability
to capture a substantial share of and  enhance our leadership position within  this market, when
and if it expands;

(cid:127) future  supply, demand, use and prices  of  crude  oil and natural  gas and fossil and alternative
fuels, including gasoline, diesel, natural gas, biodiesel, ethanol, electricity  and hydrogen;

(cid:127) our expectations regarding the market’s perception of a need for alternative vehicle fuels

generally;

(cid:127) our expectations regarding the market’s perception of the benefits of natural  gas relative  to

gasoline and diesel and other alternative vehicle fuels, including cost savings,  supply,
environmental and safety benefits;

(cid:127) the impact of advancements in conventional fuels and other alternative vehicle fuels and
technologies, including improvements  in the efficiency, fuel economy  or  greenhouse gas
emissions of engines for conventional  and  alternative  fuel vehicles;

(cid:127) the success of our initiative to build a  nationwide network of truck friendly natural gas fueling

stations (we refer to this network as ‘‘America’s  Natural Gas  Highway’’ or ‘‘ANGH);

(cid:127) development, commercial availability and adoption of  new natural gas engines for  the U.S.

heavy-duty truck market ;

(cid:127) the rate of adoption of natural gas vehicles, including heavy-duty  trucks;

(cid:127) estimated incremental costs, annual fuel usage,  fuel costs and annual fuel cost savings for

vehicles using natural gas instead of gasoline or diesel;

(cid:127) the success and importance of acquisitions, partnerships and other strategic relationships;

(cid:127) the success of our business of producing renewable natural gas (‘‘RNG’’)  and selling RNG  we

generate and RNG we purchase from third-party producers  as a  vehicle fuel;

(cid:127) our ability to generate and sell credits  generated by selling natural gas and RNG as a vehicle

fuel, including Renewable Identification Numbers (‘‘RINs’’ or  ‘‘RIN  Credits’’) we generate  under
the federal Renewable Fuel Standard (‘‘RFS’’)  Phase 2  and credits we generate  under the
California and Oregon Low Carbon Fuel Standards (collectively, ‘‘LCFS  Credits’’), at  prices that
enable us to profitably market and sell  RNG;

(cid:127) our ability to sell RNG we produce at prices  that are at a premium to  conventional natural  gas

prices;

2

(cid:127) plans to expand our station network and business with  existing customers and  to  win  business

with new customers;

(cid:127) the potential for oil companies, natural  gas utilities, fuel retailers, and others to enter  the

natural gas fuel market;

(cid:127) our efforts to expand our compressed natural  gas (‘‘CNG’’)  business, through  our  acquisition  of

NG Advantage, LLC (‘‘NG Advantage’’) and  otherwise;

(cid:127) our future CNG compressor needs;

(cid:127) the success of our business of manufacturing and selling natural gas fuel compression

equipment;

(cid:127) our ability to manage the international  operations of  our subsidiary Clean Energy Compression

(formerly IMW Industries);

(cid:127) the existence of and our plans to participate in and eligibility  for  federal and state regulations,

programs, incentives and grant programs that promote  the use of  cleaner burning  fuels;

(cid:127) the impact and availability of federal tax attributes, credits and  incentives  on our business;

(cid:127) strategic benefits of owning Clean  Energy Compression, NG Advantage and  our  other

subsidiaries;

(cid:127) more stringent emissions requirements on  traditional gasoline and  diesel  powered  vehicles, as
well as on liquefied natural gas (‘‘LNG’’) and CNG  production,  fueling  stations and fuel  sales;

(cid:127) the impact of environmental regulations and pressures on  oil and natural gas supply;

(cid:127) projected capital expenditures, project development  costs and related  funding  requirements;

(cid:127) access  to equity capital and debt financing options, including, but not limited to, equipment

financing, sale of convertible or non-convertible  promissory notes  or commercial bank financing;

(cid:127) the potential for a single large stockholder to exert significant  influence over  our  corporate

decisions; and

(cid:127) our expectations regarding our cash balances and other operating and financial  results.

The preceding list is not intended to  be an  exhaustive list of all  of our  forward-looking statements.

Although the forward-looking statements  in this report  reflect our good faith judgment, based on
currently available information, they  are  only predictions and  involve known and unknown  risks,
uncertainties and other factors that may cause our or  our industry’s actual results,  levels of activity,
performance, or achievements to be materially different from any future results, levels of activity,
performance, or achievements expressed  or implied by these forward-looking statements. Factors that
might cause or contribute to such differences include, among others,  those discussed below under
Item 1A. Risk Factors. As a result of  these and other potential risk factors, the  forward-looking
statements in this annual report on Form  10-K may not prove to be accurate. All forward-looking
statements in this report are made only  as of the date of this document and, except as required by law,
we undertake no obligation to update publicly any forward-looking statements  for any reason after the
date  we file this report with the Securities and Exchange Commission, or to conform these statements
to actual results or to changes in our  expectations. You should, however, review the factors and  risks
we describe in the reports we will file from time to time with  the Securities and  Exchange Commission
after the date we file this annual report on Form  10-K.

Unless the context indicates otherwise, all references to ‘‘Clean Energy,’’ the ‘‘Company,’’  ‘‘we,’’
‘‘us,’’ or ‘‘our’’ in this annual report on  Form  10-K refer to Clean Energy  Fuels Corp.,  together  with its
majority and wholly owned subsidiaries.

3

Item 1. Business.

Overview

PART I

We  are the leading provider of natural gas as an alternative fuel for  vehicle fleets in  the United

States and Canada, based on the number  of stations operated  and the amount of gasoline gallon
equivalents (‘‘GGEs’’) of CNG, LNG and  RNG delivered.

Our principal business is supplying CNG, LNG  and  RNG (RNG  can be delivered in  the form of

CNG or LNG) for light, medium and  heavy-duty vehicles and providing operation, repair  and
maintenance (‘‘O&M’’) services for vehicle fleet customer stations.  As a comprehensive solution
provider, we also design, build, operate, service,  repair and maintain fueling stations, manufacture, sell
and service non-lubricated natural gas  fueling  compressors and other  equipment used in  CNG  stations
and LNG stations, offer assessment, design and modification solutions to provide operators with
code-compliant service and maintenance facilities for natural gas vehicle  fleets, transport and sell  CNG
to large industrial and institutional energy users who  do  not have direct access  to  natural gas  pipelines,
process and sell RNG, sell tradable credits we  generate  by selling natural gas and RNG as a vehicle
fuel, including LCFS Credits and RIN  Credits, and help our customers acquire and finance natural gas
vehicles and obtain federal, state and local  tax credits grants and  incentives.

We  target customers in a variety of markets, including  heavy-duty trucking, airports, refuse, public

transit, industrial and institutional energy users  and  government fleets,  which has  resulted in a  broad
customer base with, we believe, limited  concentration  risk.  We seek to retain  these customers by
offering our robust fueling station network and superior  service  levels. As of December 31, 2015,  we
serve approximately 986 fleet customers operating approximately  44,152 natural gas vehicles,  and we
own, operate or supply over 570 natural gas  fueling  stations in  42 states in the U.S. and in British
Columbia and Ontario in Canada.

Market for Natural Gas as an Alternative Fuel for Vehicles

As of December 2015, Natural Gas Vehicles for America (‘‘NGV America’’) estimates  that  there
were approximately 1,750 natural gas  fueling  stations in  the United  States and about 153,000 natural
gas vehicles on American roads, including 39,500 heavy-duty vehicles  (e.g. tractors, refuse  trucks and
buses), 25,800 medium-duty vehicles  (e.g.  delivery vans and  shuttles) and  87,000 light-duty vehicles
(e.g. passenger cars, small utility vehicles, trucks and vans).

We  believe that natural gas is an attractive alternative to gasoline and  diesel  for use as a  vehicle
fuel in the United States because it is plentiful, domestically produced, cleaner and typically cheaper
than gasoline or diesel. Historically, oil,  gasoline,  and diesel prices  have been highly volatile, while
natural gas prices have generally been  stable and lower  than  the cost of oil, gasoline and  diesel  on an
energy equivalent basis. We also expect increasingly stringent federal, state  and local air quality
regulations, expanding initiatives by fleet  operators to lower greenhouse gas emissions and increase  fuel
diversity  and additional regulations mandating  low carbon fuels, all  of which  would support increased
market adoption of natural gas as an alternative to gasoline and diesel as a vehicle fuel. We believe
these factors will support the development of an increased opportunity to  market natural gas as a
vehicle fuel in the United States.

Benefits of Natural Gas Fuel

Domestic and Plentiful Supply. Technological advances in natural gas drilling  and production,

including the widespread deployment  of  horizontal drilling techniques and the use of hydraulic
fracturing, have unlocked vast natural  gas reserves. The U.S.  is now the number one producer of
natural gas in the world, with proven, abundant and growing reserves of natural gas.

4

Less Expensive. Due to the abundance of natural gas, the cost  of  natural  gas  in the U.S. is less
than the cost of crude oil, on an energy equivalent basis.  Based on  projections from the U.S. Energy
Information Administration, we believe that natural gas will  remain  cheaper than gasoline and  diesel
for the foreseeable future. In addition,  because  the price of  the  natural gas commodity makes up a
smaller portion of the cost of a GGE of  CNG or LNG relative  to  the commodity  portion of the cost of
a GGE of diesel or gasoline, the price of a GGE  of  CNG  or LNG  is less sensitive to increases in the
underlying commodity cost.

Cleaner. Natural gas contains less carbon than any other fossil fuel and thus produces fewer
carbon dioxide emissions when burned. The  California  Air Resources Board (‘‘CARB’’) has  concluded
that a natural gas vehicle emits fewer greenhouse gas (‘‘GHG’’)  emissions than a comparable gasoline
or diesel fueled vehicle on a well-to-wheel basis. Additionally, a study  from Argonne National
Laboratory, a research laboratory operated by  the University of  Chicago for  the U.S.  Department  of
Energy, indicates that natural gas vehicles  produce at least 13% to 21%  fewer  GHG emissions than
comparable gasoline and diesel fueled vehicles. For natural gas vehicles that run on Redeem, it is
estimated, based on CARB data that  the  GHG emissions reduction ranges from 50%  to  125%,
depending on the source of biogas. RNG is produced from waste  streams such as landfills, animal
waste digesters and waste water treatment plants.  RNG production plants are connected to natural  gas
pipelines, which allow RNG to be transported to vehicle  fueling  stations, where it  can be compressed
and  dispensed as CNG, and to LNG liquefaction facilities,  where it is converted to LNG. We sell RNG
through  some of our natural gas fueling infrastructure under the  brand name  Redeem(cid:3). We believe
Redeem(cid:3)  is the first commercially available RNG vehicle fuel  made from organic waste

Safer. As reported by NGV America, CNG and LNG are relatively safer than gasoline and diesel

because they dissipate into the air when  spilled  or in the  event of a  vehicle accident. When released,
CNG and LNG are also less combustible than  gasoline  or diesel because they ignite only at relatively
high temperatures. The fuel tanks and systems used in  natural  gas vehicles are subjected to a number
of federally required safety tests, such  as  fire,  environmental hazard, burst  pressures,  and crash testing,
according to the U.S. Department of  Transportation National Highway  Traffic Safety  Administration.
Additionally, CNG and LNG are stored in above  ground tanks and therefore  cannot contaminate soil
or groundwater. Further, worldwide over  17 million vehicles fuel  safely with natural  gas.

Natural Gas Vehicles

Natural gas vehicles use internal combustion engines  similar to those used in gasoline or diesel

powered vehicles. A natural gas vehicle  uses sealed storage cylinders to hold CNG or LNG,  specially
designed fuel lines to deliver natural gas  to  the engine, and an  engine tuned to run on  natural gas.
Natural gas fuels have higher octane  content than  gasoline  or  diesel, and  the  acceleration  and other
performance characteristics of natural  gas vehicles are similar to those of gasoline or diesel powered
vehicles of the same weight and engine class. Natural  gas vehicles, whether they run on CNG or  LNG,
are refueled using a hose and nozzle  that makes an airtight seal  with the  vehicle’s gas tank. For
heavy-duty vehicles, spark ignited natural gas  vehicles  generally operate more quietly  than diesel
powered vehicles. Natural gas vehicles  typically cost more than gasoline or diesel powered vehicles,
primarily due to the higher cost of the storage systems that hold the CNG or  LNG.

Virtually any car, truck, bus or other  vehicle is capable of being manufactured or modified to run

on natural gas. Approximately 50 different manufacturers in the  U.S.  produce 100  models  of heavy-,
medium- and light-duty natural gas vehicles and engines. These vehicles  include long-haul tractors,
refuse trucks, regional tractors, transit  buses, cement trucks, delivery trucks,  vocational work trucks,
school buses, shuttles, passenger sedans,  pickup trucks and  cargo and passenger vans.  We expect that
additional models and types of natural  gas vehicles will become  available if natural gas is increasingly
adopted as a  vehicle fuel in the U.S.

5

Products and Services

CNG Sales. We sell CNG through fueling stations and by  transporting it to customers that do not

have direct access to a natural gas pipeline. CNG fueling station sales are  made through  stations
located on our customers’ properties and  through  our network  of  public  access fueling stations.  At
these CNG fueling stations, we procure  natural gas  from local utilities or third-party marketers under
standard, floating-rate arrangements  and then compress and  dispense it into our customers’ vehicles.
Our CNG fueling station sales are made primarily  through contracts with our customers. Under these
contracts, pricing is principally determined  on an  index-plus basis, which is calculated by adding a
margin to the local index or utility price for natural gas.  As a  result,  CNG sales revenues  based on  an
index-plus methodology increase or decrease as  a result  of  an increase or decrease in  the price of
natural gas. The remainder of our CNG  fueling  station sales  are  on a  per fill-up basis at prices  we set
at public access stations based on prevailing market conditions.

Additionally, our subsidiary, NG Advantage, uses a fleet of  54 high-capacity tube trailers to deliver
CNG to large institutions and industrial energy users, such as hospitals, food processors,  manufacturers
and paper mills that do not have direct access  to  natural gas pipelines. Utilizing its trailer fleet, NG
Advantage creates a ‘‘virtual natural gas  pipeline’’ that allows large oil, diesel or propane  users to take
advantage of the cost savings and environmental benefits  of  natural gas. We anticipate that NG
Advantage will need to purchase or lease additional trailers in the future to transport CNG in  support
of its operations.

LNG Production and Sales. LNG is natural gas that is cooled at  a liquefaction facility to

approximately (cid:5)260 degrees Fahrenheit until it condenses into a liquid.  We obtain  LNG from our own
plants and from third party suppliers.  We own and operate LNG liquefaction plants near  Houston,
Texas and Boron, California, which we call the ‘‘Pickens Plant’’ and the ‘‘Boron  Plant,’’ respectively.
The Pickens Plant has the capacity to  produce 35 million gallons of LNG  per  year  and includes  tanker
trailer loading facilities and a 1.0 million gallon storage tank that  can hold up  to  840,000 usable gallons.
The Boron Plant is capable of producing 60 million  gallons of LNG per year and has tanker  trailer
loading facilities similar to the Pickens  Plant and a 1.8  million gallon storage tank  that  can hold up to
1.5 million usable gallons. During 2015,  we purchased 43% of our  LNG from third-party suppliers and
we produced the remainder of our LNG at the Pickens Plant and the  Boron Plant. We purchase some
LNG from third parties under ‘‘take-or-pay’’ contracts  that  require  us to purchase minimum volumes of
LNG at index-based rates.

We  sell LNG on a bulk basis to fleet  customers who often own and operate their fueling stations,

and we also sell LNG to fleet and other customers at our  public-access LNG  stations. We  also sell
LNG for non-vehicle purposes, including to customers  that use  LNG in  oil fields or for industrial or
utility applications.

We  deliver LNG via our fleet of 84 tanker trailers  to  fueling stations, where it is  stored and
dispensed in liquid form into vehicles. We typically own the tanker trailers and we  contract with third
parties to provide tractors and drivers. Each  LNG tanker trailer is capable  of carrying 10,000  gallons of
LNG. We sell LNG through supply contracts  that are priced  on an  index-plus basis.  LNG sales
revenues based on an index-plus methodology increase or  decrease as a result  of an increase or
decrease in the price of natural gas. We also sell LNG  on  a per fill-up basis at prices we set at public
access stations based on prevailing market conditions. LNG generally  costs more than CNG, as LNG
must be liquefied and transported.

O&M Services. We perform O&M services for CNG and LNG stations that are owned by our

customers. For these services, we generally charge  a per-gallon fee based on the volume of fuel
dispensed at the station. As of December  31, 2015, we  had an operations team of 265 employees,
comprised of 169 full-time employees  performing preventative maintenance and  available  to  respond to
service requests in 42 U.S states and in  Canada. In addition, we  have 96  full-time employees

6

performing preventative maintenance on  Clean Energy Compression’s foreign installations in
Bangladesh, Colombia, Peru and China.

Station Construction and Engineering. Since 2008, we have built 387 natural  gas fueling stations,
either serving as general contractor or  supervising qualified third-party  contractors, for ourselves  or our
customers. We acquired the additional  stations  we own that we  did not build through  acquisitions of
assets or businesses. We use a combination of custom designed and off-the-shelf equipment  to  build
fueling stations. Equipment for a CNG station  typically  consists of dryers,  compressors (including those
manufactured by Clean Energy Compression), dispensers and storage tanks. Equipment for a LNG
station typically consists of storage tanks that hold 5,000 to 25,000 gallons of LNG  and related
dispensing equipment. We also offer  assessment, design and modification  solutions  to  provide operators
with code-compliant service and maintenance facilities for natural gas vehicle fleets,  which can  include
the construction and sale of facility modifications,  such as our NGV Easy Bay(cid:3) product, a natural gas
vapor  leak barrier  developed specifically  for natural  gas vehicle facilities.

Many of our fueling stations have separate public access areas for retail customers, which generally

have the look, feel and dispensing rates  of traditional  gasoline and diesel  fueling stations.  LNG
dispensing requires special training because of the extreme low temperatures of LNG.

RNG Production and Sales. Our subsidiary Clean Energy Renewables  owns RNG production
facilities located at Republic Services  landfills  in Canton,  Michigan  and  North Shelby, Tennessee. Clean
Energy Renewables has entered into  long-term fixed-price sale contracts for the  majority of the RNG
that we expect these facilities to produce. We are seeking to expand our RNG business by pursuing
additional RNG production projects,  either on our own or with project partners. We sell some  of  the
RNG  we produce through our natural  gas  fueling infrastructure for use  as a vehicle fuel. We also
purchase RNG from third party producers and sell  that  RNG for vehicle  fuel use through our fueling
infrastructure. The RNG we distribute for vehicle  fuel  use is distributed under the name Redeem(cid:3).

Natural Gas Fueling Compressors. Our subsidiary Clean Energy Compression manufactures, sells

and services non-lubricated natural gas fueling compressors and related equipment for  the global
natural gas fueling market. Clean Energy Compression is headquartered  near Vancouver,  British
Columbia, has an additional manufacturing facility near Shanghai, China, and has sales and service
offices in Bangladesh, Colombia, Peru and the  United States. Clean Energy  Compression enables  us to
satisfy our internal compressor needs, since  compressors are  the  most important piece of equipment  for
a CNG station. As the adoption of natural gas vehicles has  increased our CNG station  construction
backlog and our compressor requirements  have also  increased,  and  we believe our compressor  needs
will continue  to increase. Clean Energy  Compression also allows us to provide certain customers with a
‘‘factory  direct’’ offering. Since some  customers do  not  want our full suite of services and simply want a
station that they can own and operate themselves, our compressor manufacturing business allows us to
offer them a high quality and low cost ‘‘equipment only’’ solution.

Vehicle Acquisition and Finance. We offer vehicle finance services, including loans and leases, to
help our customers acquire natural gas  vehicles. Where  appropriate, we apply for and  receive federal
and state incentives associated with natural gas vehicle purchases and pass these benefits through  to
our  customers. We may also secure vehicles to place with customers or pay deposits with  respect to
such vehicles  prior to receiving a firm  order from  our customers, which we may  be  required to
purchase if our customer fails to purchase  the vehicle  as anticipated.

Sales of RINs and LCFS Credits. We generate LCFS Credits when we sell Redeem  and
conventional natural gas for use as a  vehicle  fuel in California and Oregon, and  we generate RINs
when we sell Redeem for use as a vehicle fuel in  the U.S. We can sell these RINs  and LCFS Credits to
third parties who need the credits to comply  with federal and  state requirements. We anticipate  that  we
will generate and sell increasing numbers of RINs and  LCFS Credits as  we build  our business and sell

7

increasing amounts of CNG, LNG and RNG for  use as a vehicle fuel. The market for RINs and LCFS
Credits is volatile, and the prices for such  credits are subject to significant fluctuations. Further, the
value of RINs and LCFS Credits will be adversely affected by  any  changes to the federal and  state
programs under which such credits are  generated and sold.

Sales and Marketing

We  have sales representatives covering  all of our  major operating territories, including Alabama,

Arizona,  California, Colorado, Florida, Georgia, Illinois, Indiana,  Kentucky, Massachusetts, Minnesota,
Missouri, New Hampshire, New Jersey,  New Mexico,  New York,  North Carolina, Ohio, Pennsylvania,
Tennessee, Texas, Vermont, Virginia, and  Washington in  the U.S., in Toronto and Vancouver in  Canada
and in Bangladesh, Colombia, Peru and  China. At December  31, 2015, we had 92 employees in sales
and marketing, including 16 employees of  Clean Energy Compression. We market primarily  through
our  direct sales force, attendance at trade  shows and participation in  industry  conferences and  events.
Our sales and marketing group works  closely with  federal, state and  local  government agencies to
provide education on the value of natural  gas as a  vehicle fuel  and to keep abreast of proposed and
newly adopted regulations that affect our  industry.

Key Markets and Customers

We  target customers in a variety of markets, such as trucking, airports, refuse, public transit,

industrial and institutional energy users  and  government  fleets. During 2013, 2014  and 2015,
approximately 19%, 18% and 18% of our revenues, respectively, were derived from  contracts with
government entities such as municipal  transit  fleets.  We do not depend on a  single customer or a  few
customers, the loss of which would have  a material  adverse  effect on us.

Trucking. We believe that heavy-duty trucking represents  one of the greatest opportunities for

natural gas to be used as a vehicle fuel in  the U.S., and  as of December 31,  2015 we  fuel over
3,000 heavy-duty trucks. These high-mileage trucks consume  significant amounts  of  fuel  and can benefit
from the lower cost of natural gas. Many well-known shippers, manufacturers, retailers and other truck
fleet operators have started to adopt natural gas  fueled trucks  to  move  their  freight. Such companies
include Honda, Frito-Lay, Fedex, Anheuser-Busch, Verizon, Bimbo, Johnson &  Johnson, The Home
Depot, AT&T, Colgate-Palmolive, Costco  Wholesale, Lowes, Pepsi, UPS,  MillerCoors,  HP, Unilever,
Starbucks, Kraft, Kroger, P&G, Hertz and Owens  Corning. To  help facilitate the transition of trucking
fleets to natural gas, we are building America’s Natural Gas Highway.  Many of our existing  ANGH
stations were initially built to provide  LNG;  however, because operators are  adopting  LNG heavy-duty
trucks and CNG heavy-duty trucks, we designed these stations to be capable of dispensing both  fuels.
We  have been investing, and expect to continue to invest,  additional  capital  in our ANGH stations to
add CNG fueling. Many existing ANGH stations are located at  Pilot Flying J  Travel Centers, one of  the
largest truck fueling operators in the U.S. To help accelerate the adoption by heavy-duty  truck  fleets  of
natural gas, we have negotiated favorable CNG and LNG tank pricing from manufacturers, which we
are passing along to our customers.

Airports. Many U.S. airports face emissions challenges  and are  under regulatory directives and

political pressure to reduce pollution, particularly as part of any  expansion plans. Many  of these
airports  have adopted various strategies to address tailpipe emissions, including rental  car and  hotel
shuttle consolidation. In order to reduce  emissions levels further,  many airports require or encourage
service vehicle operators to switch their  fleets  to  natural gas, including airport  delivery fleets,
door-to-door and parking shuttles and taxis. To  assist  in this effort, airports are contracting with service
providers to design, build and operate natural gas fueling  stations in strategic locations  on their
properties. We serve customers at 39 airports, including Albuquerque, Atlanta Hartsfield Jackson
International, Austin Bergstrom International, Baltimore Washington International,  Burbank, Cleveland
Hopkins International, Dallas-Ft. Worth  International,  Denver International, Dulles International

8

(Washington D.C.), George Bush International  (Houston), Hartford, Las  Vegas, Love Field (Dallas),
Logan International (Boston), Long  Beach,  LaGuardia (New  York),  John  F. Kennedy International
(New York), Los Angeles International, New  Orleans, Newark  International, Oakland International,
Ontario, Orlando, Palm Springs, Philadelphia International,  Phoenix Sky Harbor International,  Ronald
Reagan Washington National, San Francisco International, Santa Ana/John Wayne, San Diego
International, SeaTac International (Seattle), Tampa International, Tucson International and Will
Rogers (Oklahoma City). At these airports our representative customers include buses, delivery  vehicles
and taxi and van fleets, as well as parking and car  rental shuttles. We believe  these customers are
well -suited for natural gas use because they use a  relatively  high volume of vehicle fuel and can be
served by centralized fueling infrastructure. We  estimate that  vehicles serving airports  in the U.S.
consume an aggregate of approximately two  billion gallons of fuel per year.

Refuse Haulers. According to INFORM, there are nearly 200,000  refuse trucks in the United
States that collect and haul refuse and recyclables  from collection points to  landfills,  transfer  stations,
waste-to-energy facilities, and material  recovery facilities and that consume approximately  two billion
gallons of fuel per year. We fuel over  10,000 refuse vehicles. Refuse  haulers are increasingly adopting
trucks that run on CNG to realize operating savings and to address their  customers’ demands for
reduced emissions. We estimate that  approximately 55% of new  refuse  trucks in 2015  operate  on
natural gas, up from approximately 3% of new  refuse trucks in 2008. We  serve  Waste Management and
Republic Services, as well as other private waste haulers  such as Atlas Disposal (CA), Blue  Diamond
Disposal (NJ), Burrtec (CA), Central  Jersey Waste (NJ), Choice  Waste (FL), CleanScapes (WA),
V.  Garofalo & Sons (NY), Homewood  Disposal  (IL),  Mission  Trail  (CA), Livermore  Sanitation (CA),
USA Recycling (CT), Peoria Disposal (IL),  Progressive Waste (LA,TX and Canada), Recology
(Formerly Norcal Waste) CA, South  San Francisco Scavenger (CA), Tidewater Chesapeake (VA),
Waste Connections and Waste Pro (FL),  among others.  We also provide vehicle  fueling  services  to
municipal refuse fleets, including fleets in  Burbank (CA), Dallas (TX), Fresno (CA), Los
Angeles (CA), Sacramento (CA), San  Antonio (TX), El  Paso (TX),  Richmond (VA),  Scottsdale (AZ),
Mesa (AZ), Kansas City (MO), Atlantic Counties (NJ), Huntington  (NY), Smithtown (NY) ,
Brookhaven (NY), Atlanta (GA), Lancaster (PA) and on Long Island (NY)  among  other locations. We
believe refuse companies are ideal customers because  they can be served by centralized  fueling
infrastructure and they use a relatively high volume of fuel.

Transit Agencies. According to the American Public Transportation  Association,  there are over

67,250 municipal transit buses operating in  the U.S. In  many areas increasingly  stringent emissions
standards have limited the fueling options available  to  public transit operators,  making them  well-suited
for adoption of natural gas as a preferred  vehicle fuel. Also, transit agencies typically  fuel  at a central
location and use high volumes of fuel. We  estimate that transit agencies in the U.S. consume
approximately 1.5 billion gallons of fuel per year.  Many transit agencies have  been early adopters of
natural gas vehicles; over 25% of existing transit  buses  and over 35% of new transit  buses operate on
natural gas. We fuel over 8,000 transit  vehicles  and our U.S.  public  transit  customers include  the
following: in California, Los Angeles Metropolitan Transit Authority, Foothill Transit, Long Beach
Transit, Orange County Transit Authority,  Santa Cruz Metropolitan,  Santa  Monica Big  Blue Bus,
OmniTrans San Bernardino, Commerce,  Montebello, Torrance,  Elk  Grove, Glendale, Santa Clarita and
Santa Cruz; in the Southwest, Dallas  Area Rapid  Transit (TX), Sun Metro  (El  Paso, TX), El  Metro
(Laredo, TX), Phoenix Transit (AZ),  Tempe Transit (AZ), Regional Transportation  Commission of
Southern Nevada (Las Vegas, NV) and the public agencies in Albuquerque and Santa Fe, New Mexico;
in the Midwest, the public agencies in Kansas City  (MO) and Akron and Canton  (OH); and  on the
East Coast, Bucks County (PA), Hillsborough Area  Regional Transit (Tampa, FL), Jacksonville
Transportation Authority (FL), and NICE Bus  (Long Island, NY). We also serve public transit
customers in British Columbia.

9

Industrial and Institutional Customers. Founded in 2011 and based in Vermont, NG  Advantage

delivers CNG as a substitute fuel source to large institutions and industrial facilities that do not have
access to a natural gas pipeline. NG Advantage  acts as a ‘‘virtual natural gas pipeline,’’ using its fleet of
54 high-capacity tube trailers to deliver CNG  to  these facilities for their use. NG Advantage has
focused on customers in New England  and Eastern  New York, but plans to expand  beyond these
geographic markets in the future.

Government Fleets. According to the Federal Highway Administration in 2011, there were
approximately 4.0 million government fleet vehicles in operation in the United States, including those
operated  by federal, state and municipal entities and in California and Texas, for example, there were
over 667,572 and 571,688 government vehicles, respectively, as  of  2012, according  to  the FHA. As
government regulations on pollution continue to become more stringent, government agencies are
evaluating ways to make their fleets cleaner and run more economically. Our representative
government fleet customers include the California Department of Transportation  (Los Angeles and
Orange County), State of New York,  State  of Colorado, City of New York (NY), City of
Richmond (VA), City of Hartford (CT),  City of Kansas City (MO), Lee’s Summit School
District  (MO), City of Newark (NJ),  Atlantic City (NJ), City of Columbia (MO), City of Mesa (AZ),
City of Scottsdale (AZ), City of Denver  (CO), City  and County of  Los Angeles (CA), City of Chula
Vista (CA), City of Newport Beach (CA),  South  Coast Air Quality Management District  (CA), City  of
Long Beach (CA), County of  Maricopa  (AZ), City of San Antonio (TX), City  of El Paso  (TX),  Town
of Smithtown (NY), City and County  of San Francisco (CA), City  of  Oakland (CA), City and County
of Dallas (TX), City of Phoenix (AZ), The University of California, and  Oklahoma State University.

Corporate Information; Acquisitions  and Divestitures

We  were incorporated under the laws  of  the State of Delaware  in 2001. In August  2008, we
acquired a 70% interest in a facility that  collects, processes and  sells RNG collected from a landfill  in
Dallas, Texas. In December 2014, we sold all of our  interest in that  facility to our project  partner. In
October 2009, we acquired BAF Technologies, Inc. (together with  its wholly owned subsidiary
ServoTech Engineering, Inc., ‘‘BAF’’), a provider of  natural  gas vehicle conversions and design and
engineering services for natural gas engine systems. In  June 2013, we sold BAF to a subsidiary  of
Westport Innovations, Inc. In September  2010, we acquired the advanced, non-lubricated natural gas
fueling compressor and related equipment manufacturing and servicing  business  of IMW
Industries, Ltd. (which we have renamed Clean Energy Compression). We purchased Wyoming
Northstar Incorporated and its affiliated  entities (which  we have collectively renamed Clean Energy
Cryogenics), a leading provider of station  design, construction,  operations  and maintenance services, in
December 2010. In 2011, we acquired  the natural gas fueling infrastructure  construction business of
Weaver Electric, Inc. In March 2013, we sold our interest  in Clean Energy del  Peru, a CNG provider
located in Peru. In May 2013, we acquired Mansfield  Gas  Equipment Systems, a provider of CNG
station design and construction and CNG  equipment repair and maintenance services. In September
2014, we formed Mansfield Clean Energy Partners LLC (‘‘MCEP’’), a joint venture  with Mansfield
Ventures  LLC. LLC that provides natural  gas fueling solutions to bulk fuel haulers in  the U.S.  In
October 2014, we acquired a majority interest in and purchased a CNG  station from NG Advantage.
We  anticipate pursuing additional acquisitions, divestitures, partnerships and  investments as we become
aware of opportunities that we believe we can  increase  our competitive advantages,  expand our product
offerings, take advantage of industry developments, or enhance our market position.

Tax Incentives

Since October 1, 2006 we have been eligible to receive the VETC federal alternative  fuel tax credit

of $0.50 per gasoline gallon equivalent  of CNG and  $0.50 per liquid  gallon of LNG  that  we sell as
vehicle fuel. We will continue to be eligible  to  receive VETC through 2016, although  LNG sold after

10

December 31, 2015 is eligible for the  tax credit  on a  per  DGE basis.  VETC is a renewable tax incentive
and therefore may not be available after 2016. In  addition,  other U.S. federal and state  government tax
incentives are available to offset the cost of  acquiring  natural  gas vehicles, convert vehicles to use
natural gas or construct natural gas fueling  stations.

Grant Programs

We  apply for and help our fleet customers apply  for federal, state and  regional grant  programs  in

areas where we operate. These programs  provide  funding  for natural gas  vehicle  conversions and
purchases, natural gas fueling station  construction and  vehicle fuel  sold.

Competition

The market for vehicle fuels is highly competitive. The biggest  competition for CNG and LNG is

gasoline and diesel, as the vast majority of vehicles in  the U.S. and Canada are  powered  by  gasoline
and diesel. Many of the producers and  sellers of gasoline and diesel  fuels are large entities that have
significantly greater resources than we  have.  We also  compete with  suppliers  of other alternative vehicle
fuels, including ethanol, biodiesel and  hydrogen fuels, as  well as providers  of  hybrid and  electric
vehicles. New technologies and improvements  to  existing technologies may make alternatives other than
natural gas more attractive to the market, or may slow  the development of the  market for natural gas
as a vehicle fuel if such advances are made with  respect to oil and gas usage. Further, for certain of
our  key customer markets, such as airports and public  transit, we indirectly compete  with companies
providing alternative transportation methods that may limit these markets generally, such  as Uber  and
Lyft.

A significant number of established businesses,  including oil and gas companies, alternative vehicle

and alternative fuel companies, refuse  collectors, natural gas utilities and their affiliates, industrial  gas
companies, truck stop and fuel station operators, fuel providers and other organizations  have entered
or are planning to enter the market for  natural  gas and other  alternatives for use  as vehicle fuels. Many
of these  current and potential competitors have  substantially greater  financial, marketing, research and
other resources than we have. We believe  we have  approximately  100 competitors in the  market for
natural gas vehicle fuels, including:

(cid:127) Providers of CNG fuel infrastructure and fueling services, including Trillium, AmpCNG, EVO

CNG, Questar Fueling, Gain Clean Fuels, Constellation and TruStar Energy;

(cid:127) Travel-center operators, including Love’s Travel Stops and Sapp Bros., who are adding  CNG

refueling infrastructure to their networks;

(cid:127) Fuel station owners, such as Kwik  Trip, a company that  owns CNG fueling stations  in the

Midwestern U.S.;

(cid:127) Shell Oil Products U.S. and Blu/TransFuels, which operate LNG fueling  stations; and

(cid:127) Applied LNG Technology, Stabilis  and Prometheus Energy, each of  which distributes  LNG for

use as a vehicle fuel.

Several natural gas utilities and their affiliates own and operate public access  CNG  stations that
compete with our stations. In December  2012, the California Public Utilities Commission approved a
compression services tariff application by  the Southern California Gas Company,  allowing  the utility to
offer natural gas fueling infrastructure construction services that  compete  with our offerings. In  January
2014, Northwest Natural was also granted a  similar service tariff by  the Oregon  Public  Utilities
Commission. In addition, utilities or their affiliates  in several other states, including Michigan,  Illinois,
New Jersey, North Carolina, Missouri,  Maryland,  Washington, Kentucky, Florida and Georgia, entered
or are preparing to enter the market  for  natural gas vehicle fuels. Utilities and  their  affiliates  typically

11

have unique competitive advantages, including lower  cost of capital, substantial and predictable  cash
flows, long-standing customer relationships, greater brand awareness  and  large  and well-trained sales
and marketing organizations.

We  manufacture and sell CNG fueling  equipment through Clean  Energy  Compression. The  market

for CNG fueling equipment is highly competitive and our competitors include Aspro, GNC Galileo,
GE, SAFE, ANGI Energy Systems, and Atlas Copco. Numerous other equipment or compressor
manufacturing companies may also enter this market in the  future. We also compete  with many third
parties for the rights to develop RNG production facilities or  acquire RNG  from third  party producers,
as well as for customers to purchase  the  RNG that  we produce  or acquire  from third  party producers

We  sell CNG to large industrial and institutional  energy users  through NG Advantage and

compete with other participants in this  highly  competitive market, including  Xpress Natural Gas,
OsComp Systems and Irving Ltd.

We  compete for vehicle fuel users based on  price of fuel, availability and  price  of vehicles that
operate on natural gas, convenience and  accessibility of our  fueling stations, quality, cleanliness and
safety of our fuel, and brand recognition.  As of December 31, 2015,  we owned, operated or supplied
over 570 CNG and LNG fueling stations.  Of these, we  operate 396 CNG fueling stations, which we
estimate is approximately four times the  number of CNG fueling stations  operated by our next largest
competitor. We believe we are the only company in the  U. S. or Canada that provides  both  CNG  and
LNG on a significant scale, and our natural  gas fueling operations cover more states  and provinces
than any of our competitors. However, we expect  competition to increase,  particularly if and  to  the
extent the demand for natural gas vehicle  fuel  and related equipment increases.  Increased competition
would lead to amplified pricing pressure,  reduced operating margins and  fewer  expansion opportunities.

Government Regulation and Environmental Matters

Certain aspects of our operations are  subject to regulation under federal, state, local  and foreign
laws. If we were to violate these laws or if  the laws were  to change, it would have  a material adverse
effect on our business, financial condition  and  results of operations. Regulations that significantly affect
our  operations are described below.

CNG and LNG Stations. To construct a CNG or LNG fueling station, we must  satisfy permitting

and other requirements and either we  or  a third  party contractor must be licensed  as a general
engineering contractor. Each CNG and LNG fueling station must be constructed  in accordance with
federal, state and local regulations pertaining to station design, environmental  health,  accidental  release
prevention, above-ground storage tanks, hazardous waste and hazardous materials. We are also
required to register with certain state  agencies as a  retailer/wholesaler  of CNG and LNG.

Transfer of LNG. Federal safety standards require each  transfer of LNG  to  be  conducted in
accordance with specific written safety procedures.  These procedures must be located at each place of
transfer and must include provisions for personnel  to  be  in  constant attendance during all LNG  transfer
operations.

LNG Liquefaction Plants. To build and operate LNG liquefaction plants,  we must apply  for
facility permits or licenses to address  many factors, including storm water  and wastewater  discharges,
waste handling and air emissions related to production activities or equipment  operations. The
construction of LNG plants must also be approved by local  planning  boards  and fire departments.

Financing. State agencies generally require the registration of finance lenders. For  example, in

California, pursuant to the California  Finance Lenders Law, one of our subsidiaries is  a registered
finance lender with the California Department of Corporations.

12

Natural Gas Fueling Compressors. CNG fueling equipment is manufactured  to  meet  the electrical

and mechanical design standards of the country  where  the equipment will be installed. Our
manufacturing facility in Canada is registered  with the British  Columbia Safety Authority and  the
Society of Mechanical Engineers for manufacturing and operating  pressure vessels.

RNG. Our RNG production facilities are required  to  comply  with Title V of the Clean  Air Act.

In addition, our RNG projects must produce RNG that meets the gas quality specifications of the  local
utilities  that accept the gas. These specifications are approved by the relevant state  utilities commission.

Federal RFS.

In February 2010, the EPA finalized the RFS (which  was established by the Energy
Policy  Act of 1992/2005), which creates  RINs  that can be generated by production and use of  RNG in
the transportation sector and can be sold to fuel providers that  are  not compliant  under the RFS.

GHG Emissions. California has adopted legislation, AB 32, that calls for  a cap  on greenhouse gas

emissions throughout California and a statewide reduction to 1990  levels by 2020 and  an additional
80% reduction below 1990 levels by 2050. Further,  in 2015 the  Governor of California issued an
executive order mandating a reduction in greenhouse gas emissions by 40% compared to 1990 levels  by
2030. As of January 1, 2015, AB 32 began regulating the  greenhouse gas  emissions from transportation
fuels, including the emissions associated with LNG and CNG vehicle fuel. Under AB 32,  the LNG
vehicle fuel provider is the regulated party with respect to LNG vehicle fuel use. We estimate  that  we
will be required to pay at least $150,000 in 2016 to comply with AB 32 with respect  to  our  LNG vehicle
fuel sales in California. Our costs in future years will depend on  how much LNG vehicle fuel we sell
that is regulated, CARB’s guidance on the regulation  of LNG  vehicle fuel, potential regulatory  changes
and  the cost of carbon credits under AB 32 at  the time  we  purchase  them. We anticipate  that  the costs
we incur to comply with this legislation will be passed  through  to  our LNG vehicle fuel purchasers,
which may diminish the attractiveness of  LNG  as a  vehicle fuel  for California buyers.  With respect to
CNG,  the regulated party under AB 32  is the utility  that owns the pipe through which the fossil fuel
natural gas is sold. SoCalGas, the Southern California  gas utility, has recently announced that it  intends
to charge CNG fueling customers an additional $0.27 per MMBtu beginning in April 2016 to cover its
AB 32 compliance costs. We anticipate that we will pass these additional  utility  fees  on to our
customers, which will diminish the economic attractiveness  of CNG vehicle fuel. In addition,  we
anticipate that, over time, we or our CNG  customers will be  required to pay more for CNG vehicle
fuel to cover the increased AB 32 compliance costs of  the utility.  These costs will be determined  by  the
amount the utility spends to buy any carbon  credits  needed to comply with  AB 32 as  a result of  the
natural gas we or our customers buy through the utility’s pipeline. Although  our Redeem(cid:3) RNG vehicle
fuel may qualify for an exemption from  AB 32 when sold as LNG or CNG,  the complexity of the
requirements that biomethane must meet in order to be exempt under AB 32  and the  possibility of
changes to this legislation make any exemption uncertain. Any Redeem(cid:3) volumes that are not exempt
would incur compliance costs commensurate with sales of CNG and LNG  derived from fossil  fuel
natural gas. To help achieve the greenhouse gas emissions reductions  for mobile sources that are
mandated by AB 32, CARB approved  the  Low Carbon Fuel Standard, which encourages low  carbon
‘‘compliant’’ transportation fuels (including CNG, LNG and  RNG) to enter the marketplace by
allowing them to generate LCFS Credits  that can be sold to noncompliant  regulated parties.

The federal and other state governments are  considering passing similar  measures to regulate  and
reduce greenhouse gas emissions. Any of  these regulations, when and if implemented, may regulate the
greenhouse gas emissions produced by  our  LNG production plants,  our CNG and  LNG fueling stations
or our RNG production facilities, and/or  the greenhouse gas emissions associated with the CNG, LNG
and RNG we sell, and could require  us to obtain emissions credits or  invest in  costly  emissions
prevention technology. We cannot estimate the potential costs associated with compliance with
potential federal, state or local regulation  of greenhouse gas emissions and these unknown costs are not
contemplated by our current customer  agreements.

13

We  believe we are in material compliance  with environmental laws and regulations and other
known regulatory requirements. Compliance with  these regulations has  not  had a  material  effect  on our
capital expenditures, earnings or competitive  position  but new laws or regulations or amendments to
existing laws or regulations to make them more stringent,  such as more  rigorous  air emissions
requirements, proposals to make waste  materials subject to more  stringent and  costly  handling, disposal
and clean-up requirements or regulations of greenhouse gas emissions, could require us to undertake
significant capital expenditures in the  future.

Employees

As of December 31, 2015, we employed 994 people. We  have not experienced  any work stoppages

and none of our employees is subject  to  collective bargaining agreements.  We believe  that  our
employee relations are good.

Financial Information about Segments and Geographic Areas

We  operate our business in one reportable segment.  For information about our revenues  from
external  customers, operating income (loss) and long-lived assets broken down  by  geographic area, see
note 14 to our consolidated financial  statements  included in  this  report.  We  are subject to certain risks
attendant to our foreign operations, which are described below  in Item 1A. Risk Factors.

Additional Information

Our website is located at www.cleanenergyfuels.com.  We make available, free of charge  on our

website, our annual report on Form 10-K,  quarterly reports  on Form  10-Q,  current reports  on
Form 8-K, and amendments to those reports filed pursuant to Section  13(a) or 15(d) of  the Exchange
Act as soon as reasonably practicable after we electronically  file  such material with, or furnish it to, the
Securities and Exchange Commission.  The reference to our website  is an  inactive  textual reference and
the contents of our website are not incorporated into this report.

Item 1A. Risk Factors

An investment in our Company involves a high  degree of  risk of loss. You  should carefully consider the

risk factors discussed below and all of  the  other information  included  in this annual  report on Form  10-K
before you decide to purchase shares of  our  common stock. We believe  the  risks and  uncertainties  described
below are the most significant we face. The occurrence of  any of  the  following risks could harm our
business, financial condition, results of operations, prospects and  reputation and could  cause the trading
price  of our common stock to decline. Additional risks  and uncertainties not presently known to us or that
we currently deem immaterial may also impair our  business.

We have  a history of losses and may incur  additional losses in the future.

In 2013, 2014 and  2015, we incurred  pre-tax losses of $63.2  million,  $89.9 million, and
$133.8 million, respectively. During these periods our losses were substantially decreased by
approximately $45.4 million, $28.4 million and $31.0 million of revenue, respectively,  from the VETC
alternative fuels tax credits. We may continue to incur increasing losses or never achieve  or maintain
profitability, which would adversely affect  our business, prospects  and financial condition, and may
cause  the price of our common stock  to  fall.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our
business to pay our debt.

At December 31, 2015, our total consolidated indebtedness was approximately $572.4 million which
includes amounts incurred under the 7.5% Notes, SLG Notes, 5.25% Notes and Canton Bonds, each  of

14

which  is defined and discussed in note 9  to  our consolidated  financial statements and  under
‘‘Contractual Obligations’’ in Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations of this report.  In addition, in  February 2016, we entered into a loan  and security
agreement with, and issued a related promissory note  to,  PlainsCapital  Bank, pursuant  to  which we
have obtained a loan in the principal  amount  of  up to $50.0  million. See note 9 to our consolidated
financial statements and Item 9B. Other  Information of this report for  further information about  our
loan from PlainsCapital Bank. As of  December 31, 2015  approximately  $150.1 million,  $5.5 million,
$305.1 million, $54.7 million, $53.1 million and $4.0  million of our consolidated indebtedness matures
in 2016, 2017, 2018, 2019, 2020, and thereafter, respectively.  We expect our  total consolidated interest
payment obligations relating to our indebtedness  to  be  approximately  $32.0 million  for the  year  ending
December 31, 2016

Although we do not have a specific plan regarding the repurchase, redemption or  restructuring of

our  outstanding indebtedness, we generally intend to make payments under our various  debt
instruments when due and pursue opportunities  for earlier repayment  if and when opportunities  arise.
With respect to certain of our outstanding  indebtedness due in 2016, we anticipate repaying, with  a
combination of cash and shares of our common  stock,  all  or some  portion of the outstanding principal
amount of the SLG Notes, together with accrued and unpaid interest, on or prior to their August 2016
maturity date. To this end, on March 1,  2016  and pursuant  to  the consent of the holders of  the SLG
Notes, we prepaid an aggregate of $60.0 million in principal amount and  $1.8 million in  accrued and
unpaid  interest owed under the SLG  Notes. In addition, with  respect  to  certain of our outstanding
indebtedness  due in 2018, in February  2016,  in light  of  discounted trading prices  of  our  5.25% Notes
and other factors, our board of directors  authorized and approved our use of up to $25.0 million  to
opportunistically purchase in the open market our outstanding 5.25% Notes. Pursuant to such approval,
on February 18, 2016, we paid $16.8  million  in cash to repurchase $32.5 million in  face amount of our
5.25% Notes  due 2018, plus accrued interest.  Upon  our  purchase,  such 5.25% Notes were surrendered
to the trustee for such notes and canceled.

Our ability to make payments of the  principal  and  interest on our indebtedness,  whether  at or

prior to their due dates, depends on  our future performance,  which is subject to economic,  financial,
competitive and other factors, including  those  described in  these risk factors, many of which are beyond
our  control. Our business may not generate  cash flow from operations  sufficient  to  service  our  debt. If
we are, or if we expect that we will be,  unable  to  generate such cash  flow,  we may be required to adopt
one or more alternatives, such as selling  assets,  restructuring or refinancing our  debt  or obtaining
additional equity capital or debt financing  on terms that may  be  onerous to us or  highly dilutive to our
stockholders. Our ability to pursue any of these avenues, should  we  decide to do so, would depend on
the capital markets and our financial  condition at such time. We may not be able to engage in any  of
these activities or engage in these activities  on desirable  terms or at the desirable time,  which could
result in a default on our debt obligations. Additionally, certain of the agreements governing  our
indebtedness  contain restrictive covenants  and any failure  by us  to  comply with any of these covenants
could also cause us to be in default under  the agreements  governing the indebtedness.  In  the event of
any such default, the holders of the indebtedness could, among other things, elect to declare  all
amounts owed immediately due and payable, which could cause all or a large portion  of  our  available
cash flow to be used to pay such amounts and thereby reduce the  amount  of cash  available to pursue
our  business plans or force us into bankruptcy  or liquidation.  In  addition, the  substantial amount of  our
indebtedness, combined with our other financial  obligations and contractual  commitments,  could  have
other important consequences. For example, it could make us more vulnerable to adverse changes in
general U.S. and worldwide economic,  industry  and  competitive  conditions and  government regulations,
limit our flexibility to plan for, or react  to, changes in our  business  and  industry,  place us at a
disadvantage compared to our competitors  who have  less debt or  limit our ability  to  borrow  additional
amounts as needed.

15

We  are permitted to repay up to $295.0 million of our consolidated indebtedness outstanding at

December 31, 2015 at maturity with shares of our common  stock  rather than cash,  with the amount of
shares determined by the then-current  trading price of  our common  stock.  Any  such issuance would
increase the number of our outstanding shares  and may significantly dilute  the ownership interest of
our  stockholders.

We may  need to raise additional capital to continue to  fund the growth of our  business or  repay our debt.

At December 31, 2015, we had total cash  and  cash equivalents of $43.7  million  and short-term

investments of $102.9 million. Our business plan  calls for approximately $25.5 million in capital
expenditures for 2016, as well as additional capital  expenditures thereafter.  We may also require capital
to make principal  or interest payments  on our indebtedness,  either prior to or  at their maturity dates,
or for unanticipated expenses, mergers and acquisitions and strategic investments.  As a  result, we  may
find it necessary to raise additional capital through selling  assets or pursuing debt or equity  financing.

Asset sales and equity or debt financing options may not be available  when needed on terms
favorable to us, or at all. Any sale of our assets  may limit our  operational capacity  and could limit  or
eliminate any business plans that are  dependent on the sold assets. Additional issuances  of  our
common stock or securities convertible into  our common stock would increase  the number  of our
outstanding shares and dilute the ownership interest of our then-existing stockholders. We may  also
pursue debt financing, such as our February 2016 loan from PlainsCapital  Bank,since, despite our level
of consolidated debt, the agreements  governing  much of our  existing debt do not restrict our ability to
incur additional indebtedness, including  secured and unsecured indebtedness,  or require us to maintain
financial ratios or specified levels of net  worth  or liquidity. Debt financing options that we  may pursue
include, among others, equipment financing, sales of convertible notes, high-yield  debt, asset-based
loans, term loans,  project finance debt,  municipal  bond financing, loans secured by receivables  or
inventory or commercial bank financing. Any debt  financing we obtain may require us to make
significant interest payments and to pledge some  or all of our assets as security. In addition, higher
levels of indebtedness could increase our risk of non-repayment and  could adversely affect  our
creditworthiness, which could limit our ability to obtain further  debt  or equity financing as needed  and
restrict our flexibility in responding to  changing business and economic conditions. Further, we  may
incur substantial costs in pursuing any future capital-raising  transactions, including investment banking
fees, legal fees, accounting fees, printing and distribution  expenses and other costs. On the other  hand,
if we are unable to obtain capital in amounts sufficient to fund our contractual obligations,  business
plan,  unanticipated expenses, capital  expenditures, mergers,  acquisitions  or  strategic investments,  we
would be forced to suspend, delay or curtail these  plans,  expenditures or other  transactions, which
could negatively affect our business and prospects.

Our success is dependent upon fleets’ and other consumers’  willingness to adopt  natural gas as a  vehicle fuel.

Our success is highly dependent upon the  adoption by  fleets and other consumers  of  natural gas as

a vehicle fuel. Factors that may influence  the adoption of natural gas  as a  vehicle  fuel  include, among
others, those  discussed in these risk factors. If the market for natural gas  as a  vehicle fuel  does not
develop as we expect or develops more slowly than we expect, or if a  market does develop but  we are
not able to capture a significant share of  the market or the market subsequently declines, our business,
prospects, financial condition and operating results would  be harmed. The market for natural  gas as a
vehicle fuel is a relatively new and developing market characterized by  intense  competition, evolving
government regulation and industry standards and changing  consumer demands and behaviors.

Factors that may influence the adoption of natural  gas as a  vehicle fuel include, among others:

(cid:127) Increases, decreases or volatility in the price  of  oil, gasoline, diesel and natural  gas;

16

(cid:127) The availability of natural gas and  the price of natural gas compared  to  gasoline,  diesel  and

other vehicle fuels;

(cid:127) Natural gas vehicle cost, availability,  quality, safety,  design and performance, all relative to other

vehicles;

(cid:127) Improvements in the efficiency, fuel economy or greenhouse gas emissions of engines  for

gasoline, diesel and alternative fuel vehicles;

(cid:127) The entry or exit of engine manufacturers from the market;

(cid:127) Perceptions about greenhouse gas  emissions (also known as ‘‘fugitive methane emissions’’)  from
natural gas production and transportation methods,  natural gas  fueling stations and natural  gas
vehicles;

(cid:127) The availability and acceptance of  other alternative  fuels  and  alternative  fuel vehicles;

(cid:127) The existence of government programs,  policies, regulations or incentives promoting other

alternative fuels and alternative fuel vehicles;

(cid:127) Access to natural gas fueling stations and the convenience and cost to fuel a natural gas vehicle;

(cid:127) The availability of service for natural gas  vehicles;

(cid:127) The environmental consciousness of  fleets and  consumers; and

(cid:127) The existence and success of tax credits,  government  incentives and grant programs that promote

the use of natural gas as a vehicle fuel.

Increases, decreases and general volatility  in  oil, gasoline, diesel and natural gas prices could adversely impact
our business.

In recent years, the prices of oil, gasoline, diesel  and  natural  gas have been  volatile, and this
volatility may continue. Market adoption  of CNG, LNG and RNG as vehicle fuels could be slowed or
limited if  there are significant decreases  in the prices  of, or significant increases in the supply  and
availability of, gasoline and diesel, today’s most prevalent and conventional vehicle fuels, which would
decrease the market’s perception of a need for  alternative  vehicle fuels generally, or if there  are
decreases in the prices of gasoline and  diesel without a corresponding decrease  in the price  of natural
gas or an increase in the price of natural gas  without  corresponding  increases in  the prices of gasoline
and diesel. Any of these circumstances could cause the  success or perceived  success of our industry and
our  business to materially suffer. Part of the reason that such slowed or limited adoption of natural gas
as a vehicle fuel might occur under these circumstances is  due to the higher cost of natural  gas vehicles
compared to gasoline or diesel-powered  vehicles,  as the components needed for a vehicle  to  use natural
gas add to a vehicle’s base cost. If gasoline  or diesel  prices drop  significantly, fuel economy of gasoline-
or diesel-powered vehicles improves,  or  the prices  of CNG and LNG are not sufficiently  low, operators
may delay or refrain from purchasing natural gas  vehicles  or decide  not  to  convert  their  existing
vehicles to run on natural gas because of  a perceived  inability to recover  in a timely  manner the
additional costs of acquiring or converting  to  natural gas  vehicles. In addition, our  profit margins are
directly affected by fluctuations in natural gas, gasoline and diesel  prices. In order to attract fleet
operators and other consumers to convert to natural  gas vehicles,  we must be able  to  offer CNG and
LNG fuel at prices significantly lower than gasoline and diesel. Decreases in  the price of gasoline and
diesel and increases in the price of natural gas make it more difficult  for us to offer our customers
attractive prices for CNG and LNG as compared to gasoline and diesel prices and maintain an
acceptable margin on our sales. Further,  increased  natural gas  prices affect the cost  to  us of natural  gas
and adversely impact our operating margins  in cases  where  we cannot pass the  increased  costs through

17

to our customers, and conversely, lower natural gas prices reduce  our revenues in  cases where the
commodity cost is passed through to our customers.

Among the factors that can cause fluctuations in gasoline, diesel and  natural  gas prices are changes

in supply and availability of crude oil  and  natural gas, storage levels, level of consumer demand,  price
and availability of alternative fuels, weather conditions, negative  publicity surrounding natural  gas
drilling  techniques and methods or oil production  and  importing, economic  conditions, the price  of
foreign imports, government regulations and political conditions. With respect  to  natural gas  supply and
use as a vehicle fuel, there have been  recent efforts to place new regulatory requirements on the
production of natural gas by hydraulic  fracturing of shale gas reservoirs  and  other means and on
transporting, dispensing and using natural  gas. Hydraulic fracturing  and horizontal drilling techniques
have resulted in a substantial increase in  the proven natural gas reserves in the  United States and any
changes in regulations that make it more  expensive or  unprofitable to produce natural  gas through
these techniques or others, as well as  any changes to the  regulations relating to transporting, dispensing
or using natural gas, could lead to increased natural gas prices. Additionally,  crude  oil prices  have
recently been subject to extreme volatility  and a significant decrease, due  in  part to over-production
and increased supply without a corresponding increase in demand. If these conditions  continue or
worsen, or if all or some combination of  factors causing further  volatility in natural gas, oil and  diesel
prices were to occur, our business and our industry would  be  materially harmed.

If trucks using natural gas engines are not adopted  by truck operators as  quickly or  to the extent we
anticipate, our results of operations and  business prospects will be adversely affected.

We  believe the development and expansion  of  the U.S.  natural gas heavy-duty  truck  market, and
the execution of our America’s Natural  Gas Highway initiative to build a nationwide network of natural
gas truck friendly fueling stations, depends upon the successful  adoption of natural  gas engines that are
well-suited for use  by heavy-duty trucks.  We  have no control over  the  marketing  and sales efforts for
these engines or the success of these  efforts, the retail  price for these engines or  the number  of  these
engines that are ultimately sold. Manufacturers may not produce natural gas engines in meaningful
numbers or as quickly as we anticipate, which could contribute to continued or increased delay in
adoption and deployment of natural  gas  trucks  by  operators. Other factors potentially contributing  to
slow or limited adoption of heavy-duty trucks powered by natural gas engines are that these trucks cost
more than comparable gasoline or diesel trucks and may experience, or be perceived to experience,
more operational or performance issues. Our business would be harmed  if  meaningful numbers  of
natural gas heavy-duty truck engines  are  not deployed,  if  such deployment  is slower  than expected, or if
a substantial number of the trucks that  are  deployed experience performance issues  with their natural
gas engines or are not fueled at our stations.

The failure of our America’s Natural Gas  Highway initiative and our  inability  to achieve our goal  to fuel a
substantial number of natural gas heavy-duty trucks would materially and adversely affect our financial
results and business.

We  are seeking to  fuel a substantial  number of  natural gas heavy-duty trucks and in  connection
with that effort we are building America’s Natural  Gas Highway.  Our objectives  to  fuel  a substantial
number of heavy-duty trucks and build America’s Natural Gas Highway have required, and will
continue to require, a significant commitment of capital  and other resources, and  our  ability  to
successfully execute our plans faces substantial risks, including,  among  others:

(cid:127) Most of our ANGH stations were  initially built to provide LNG,  which costs more than  CNG  on
an energy equivalent basis. We have been, and may continue to be required  to,  spend  significant
additional capital to add CNG fueling  capability  to  many  of our  ANGH  stations, and we  may
not have sufficient capital in the future for that purpose;

18

(cid:127) Our ANGH stations may experience mechanical or operational  difficulties,  which could require

significant costs to repair and could reduce customer  confidence in our stations;

(cid:127) Truck and vehicle operators may not fuel at our stations due to lack  of access  or convenience,

prices or numerous other factors;

(cid:127) We have no influence over the development, production,  cost or availability of natural  gas trucks
powered by engines that are well-suited  for  the U.S.  heavy-duty truck market. At December 31,
2015, Cummins Westport was the principal natural  gas engine  manufacturer  for the  medium-
and heavy-duty market, and we have no control  over whether and  the extent to which Cummins
Westport will remain in the natural gas engine business or whether other manufacturers will
enter the natural gas engine business;

(cid:127) Operators may not adopt heavy-duty natural gas trucks due to cost, actual  or perceived

performance issues, or other factors that are outside  of  our control.  To date,  adoption and
deployment of natural gas trucks has been slower and more  limited  than we anticipated;

(cid:127) We may not be able to obtain acceptable margins on fuel sales at ANGH stations; and

(cid:127) At December 31, 2015, we had 43  completed ANGH stations that were not open  for fueling
operations. We expect to open such stations when  we have sufficient customers to fuel at  the
locations, but we do not know when this will occur. If we do not open  the stations, we will
continue to have substantial investments in assets that  do  not  produce revenues equal to or
greater than their costs.

We  must effectively manage these risks and any other risks that may arise in connection with the
ANGH build-out to successfully execute  our business plan.  If the U.S. market for  heavy-duty natural
gas trucks does not develop or if we fail to successfully execute our ANGH  initiative  and fuel a
substantial number of natural gas heavy-duty trucks, our financial results,  operations  and business, and
our  ability to repay our debt, will be  materially and adversely affected.

Automobile and engine manufacturers  produce  very  few natural gas vehicles and engines for  the United States
and Canadian markets, which limits our customer base  and our  sales of CNG,  LNG  and RNG.

Limited availability of natural gas vehicles and engine sizes, including heavy-duty  trucks and  other

types of vehicles, restricts their large-scale introduction and narrows our potential customer base.
Limited production could also increase  the cost to purchase natural gas vehicles. Original  equipment
manufacturers produce a relatively small number of natural gas engines and vehicles in  the U.S.  and
Canadian markets and they may not  decide to expand, or they may decide to discontinue or curtail,
their existing  natural gas engine or vehicle product  lines. Additionally, engines that are produced may
experience performance issues and be subject to recalls. A limited supply  of natural gas vehicles limits
our  customer base and natural gas fuel  sales and encourages existing manufacturers to charge a
premium for such vehicles, thereby restricting our ability to  promote  natural gas  vehicles.

Our business is influenced by environmental, tax  and other  government  regulations, programs and  incentives
that promote or encourage cleaner burning  fuels and alternative vehicles and their adoption, modification or
repeal could impact our business.

Our business is influenced by federal,  state and local government  tax  credits, rebates, grants and
similar programs and incentives that  promote the use  of CNG, LNG and RNG as a  vehicle  fuel,  as well
as by laws, rules and regulations that  require reductions  in carbon  emissions.  Parties with an  interest in
gasoline and diesel or alternative fuels  such as hydrogen- or electric-powered  vehicles, many of which
have substantially greater resources and influence than  we have,  invest  significant time and  money  in
efforts to delay, repeal or otherwise negatively influence regulations and programs  that  promote natural
gas as a vehicle fuel. Any failure to adopt, delay  in implementing, expiration,  repeal or modification of

19

federal, state or local regulations, programs  or incentives  that encourage the use of CNG, LNG and
RNG  as  a vehicle fuel, or the adoption  of  any such regulations, programs  or incentives  that  encourage
the use of other alternative fuels or alternative vehicles  instead of  natural gas, would harm  our
operating results and financial condition. Additionally, changes to or the  repeal of laws, rules and
regulations that mandate reductions in  carbon emissions and/or  the use of  renewable fuels, including
the California and Oregon Low Carbon Fuel  Standards and the federal Renewable Fuel  Standard,
under which we generate LCFS Credits  and RIN  Credits, respectively, by selling CNG, LNG and RNG
as a vehicle fuel, would adversely affect  our financial  condition. For example,  CARB  recently  adopted
changes to its carbon intensity number  for  CNG, LNG and  RNG  to  take into account  alleged
system-wide methane losses, which changes resulted in  fewer carbon benefits associated with the  use of
natural gas as a vehicle fuel, and this may adversely  affect  our business. Further,  our business would be
adversely affected if grant funds cease  to  be  available under government programs for the purchase and
construction of natural gas vehicles and stations.

We face increasing competition from a variety of organizations, many of which have far  greater resources and
brand awareness than we have.

A significant number of established businesses,  including oil and gas companies, alternative vehicle

and alternative fuel companies, refuse  collectors, natural gas utilities and their affiliates, industrial  gas
companies, truck stop and fuel station owners,  fuel  providers and other organizations have entered  or
are planning to enter the market for natural gas and other alternatives  for  use as  vehicle fuels.
Additionally, for certain of our key customer markets, such  as airports  and  public  transit, we indirectly
compete with companies such as Uber and Lyft  that  provide alternative transportation methods that
may limit these markets generally. Further,  we compete with producers and sellers of gasoline and
diesel fuels, which power the vast majority of vehicles  in the U.S.  and Canada,  suppliers of other
alternative vehicle fuels and providers of hybrid and electric  vehicles. Many of these current and
potential competitors have substantially greater  financial, marketing,  research  and other  resources  than
we have. New technologies and improvements  to  existing technologies may  make  alternatives  other
than natural gas more attractive to the  market,  or may slow the  development of the market for natural
gas as a vehicle fuel if such advances are made  with respect to oil and gas usage.  Natural gas utilities
and their affiliates also own and operate natural gas  fueling stations  that compete with our stations. For
example, the California Public Utilities Commission has approved a  compression services tariff
application by the Southern California Gas  Company, allowing the  utility  to  compete with us  by
building and owning natural gas compression equipment on customer property and  by  providing
operation and maintenance services to customers.  Additionally, Northwest National has  been granted a
similar service tariff by the Oregon Public  Utilities Commission.  Utilities or their affiliates in  several
other states, including Michigan, Illinois,  New Jersey,  North  Carolina, Maryland, Washington, Kentucky,
Florida and Georgia, either have entered  or are preparing to enter  the  natural gas  vehicle fuel
business. Utilities and their affiliates typically have unique competitive  advantages,  including lower cost
of capital, substantial and predictable  cash flows,  long-standing customer  relationships, greater brand
awareness and large and well-trained  sales and marketing organizations.

We  expect competition to increase in  the alternative  vehicle fuels market generally and,  if  the use

of natural gas vehicles and the demand for natural gas  vehicle  fuel increases, the  market for natural gas
vehicle fuel. Any such increased competition would lead to amplified pricing pressure, reduced
operating margins and fewer expansion  opportunities.

20

If there are advances in other alternative vehicle fuels or technologies, or if there are improvements  in
gasoline, diesel or hybrid engines, demand  for natural gas vehicles  may  decline.

Technological advances in the production, delivery and use  of  alternative fuels that are, or  are
perceived to be, cleaner, more cost-effective or more readily available  than CNG, LNG  or RNG have
the potential to slow or limit adoption  of  natural gas  vehicles. Advances in  gasoline  and diesel engine
technology, including efficiency improvements and further development of hybrid engines, may also
offer a cleaner, more cost-effective option and make fleet customers  less likely  to  convert  their vehicles
to natural gas. Technological advances  related  to  ethanol or biodiesel, which are  used  as an additive to,
or substitute for, gasoline and diesel fuel, may slow the  need to diversify  fuels and affect the  growth of
the natural gas vehicle fuel market. Use of electric heavy-duty trucks, buses  and trash trucks, or the
perception that such vehicles may soon  be  widely available and provide satisfactory  performance, may
reduce demand for natural gas vehicles.  In addition, hydrogen and  other  alternative fuels in
experimental or developmental stages  may prove to be cleaner, more cost-effective alternatives to
gasoline and diesel than natural gas. Advances in technology that  slow or  curtail  the growth of natural
gas vehicle purchases or conversions, or that otherwise reduce  demand for natural gas as  a vehicle fuel
will have an adverse effect on our business. Failure  of natural gas vehicle technology to advance at a
sufficient pace may also limit its adoption  and our ability to compete  with gasoline-and diesel-powered
vehicles and other alternative fuels and  alternative vehicles.

We are subject to risks associated with  station construction and similar activities, including difficulties
identifying suitable station locations, zoning  and permitting issues,  local resistance,  cost overruns,  delays and
other contingencies.

In connection with our station construction operations, we  may  not be able  to  identify, obtain and
retain sufficient permits, approvals and other rights to use suitable locations for  the stations we or our
customers seek to build. We may also  encounter land use or zoning difficulties or local resistance  that
prohibit us or our customers from building new stations on preferred sites  or limit or restrict  the use of
new or existing stations. Any such difficulties, resistance or limitations could harm our business and
results of operations. In addition, we act as the  general contractor and  construction  manager for station
construction and facility modification  projects and typically rely on  licensed subcontractors to perform
the construction work. We may be liable  for any damage  we or our subcontractors cause, or for injuries
suffered by our employees or our subcontractors’ employees,  during  the course of our projects.
Shortages of skilled subcontractor labor for our  projects  could  significantly delay a  project  or otherwise
increase our costs. Our profit on our  projects  is based  in part on assumptions about the cost  of  the
projects and cost overruns, delays or  other execution issues may, in the  case of projects that we
complete and sell to customers, result  in our failure to achieve our  expected margins or cover our  costs,
and in the case of projects that we build and own, result  in our  failure to achieve  an acceptable  rate  of
return.

Our manufacturing operations could subject  us to  significant costs and other risks, including product liability
claims.

Clean Energy Compression designs, manufactures,  sells and services non-lubricated  natural gas

fueling compressors and related equipment used in CNG stations.  The  equipment Clean Energy
Compression produces and sells has  not  in some instances  performed, and may  not  in the future
perform, as expected, according to legal,  contractual  or other specifications  or at  all.  Clean  Energy
Compression has in the past and may  in the future incur significant  and unexpected costs in the life
cycle of its products, including costs incurred to fix any discovered performance errors and to repair
any product malfunctions. The scope and likelihood of these risks continues  to  increase as Clean
Energy Compression makes efforts to expand its services  to  new geographic and  other  markets.  The
occurrence of any of these risks has and may continue to reduce sales of Clean Energy Compression

21

products and services, damage our customer relationships and  reputation, delay the launch of  new
Clean Energy Compression products and services, force  product recalls and/or  result in product liability
claims.

Our warranty reserves may not adequately cover our warranty  obligations.

We  provide product warranties with varying terms and durations for natural gas  compressors and
stations we build and sell to customers,  and we establish reserves for the estimated  liability  associated
with our product warranties. Our warranty reserves are based  on  historical trends as well  as our
understanding of specifically identified warranty issues and the amounts estimated  for these reserves
could differ materially from warranty  costs that may ultimately be realized. We  would be adversely
affected by an increase in the rate of  warranty claims or the  average amount involved  with each
warranty claim or the occurrence of unexpected  warranty claims.

Increased global IT security threats and  more sophisticated  and targeted computer  crime could pose a risk to
our systems, networks, products, solutions  and services.

Increased global IT security threats and more sophisticated and targeted computer  crime pose  a
risk to the security of our systems and networks and the  confidentiality, availability and integrity of our
data. Depending on their nature and  scope, such  threats could potentially lead  to  the compromise of
confidential information, improper use of our  systems and networks,  manipulation and  destruction of
data and operational disruptions.

The global scope of our operations exposes us to  additional  risks and uncertainties.

Clean Energy Compression has operations in a number of countries, including  Canada,  China,

Colombia, Bangladesh and Peru. Clean  Energy Compression’s natural  gas compression equipment is
primarily manufactured in Canada and  sold  globally, which exposes us to a number of risks that can
arise from international trade transactions, local business practices and cultural  considerations. In
addition to the other risks described  in these risk factors, the global scope  of our  operations  may
subject us to risks and uncertainties that  could  limit  our  operations, increase our costs  or otherwise
negatively impact our business and financial condition, including, among others:

(cid:127) Failure to comply with the United  States  Foreign Corrupt Practices Act and  other  applicable

anti-bribery laws;

(cid:127) Political unrest, terrorism, war, natural disasters and economic and financial instability;

(cid:127) Cheap local oil, gasoline or diesel;

(cid:127) Changes in environmental and other regulatory  requirements and uncertainty related  to

developing legal and regulatory systems and standards for economic and business activities, real
property ownership and application of contract rights;

(cid:127) Trade restrictions and import-export regulations;

(cid:127) Difficulties enforcing agreements and collecting receivables;

(cid:127) Difficulties complying with the laws and regulations of multiple  jurisdictions;

(cid:127) Difficulties ensuring that health, safety, environmental  and other working conditions  are properly

implemented and/or maintained by local  offices;

(cid:127) Differing employment practices and/or labor issues, including  wage inflation,  labor  unrest and

unionization policies;

(cid:127) Limited intellectual property protection;

22

(cid:127) Longer payment cycles by international customers;

(cid:127) Inadequate local infrastructure and disruptions of service from utilities or telecommunications

providers, including electricity shortages; and

(cid:127) Potentially adverse tax consequences.

In addition to the above, we also face risks associated with currency exchange and convertibility,

inflation and repatriation of earnings  as a result of our  foreign operations. In some  countries,
economic, monetary and regulatory factors could affect our ability to convert funds to United States
dollars or move funds from accounts in these countries. We are also vulnerable  to  appreciation or
depreciation of foreign currencies against the United States dollar, which could negatively  impact  our
operating results and financial performance.

We depend on key people to operate our business,  and if  we are unable  to  retain our key people  or hire
additional qualified people, our ability to develop and successfully market our  business  would be  harmed.

We  believe that our future success is highly dependent  on the contributions of our executive

officers, as well as our ability to attract and retain highly skilled managerial, sales, technical and finance
personnel. Qualified individuals are in high demand, and we may incur significant  costs to attract  and
retain them. All of our executive officers and  other United States  employees may terminate  their
employment relationships with us at  any time, and their knowledge of our business and industry would
be extremely difficult to replace. If we are unable to retain our executive officers and key employees or,
if such individuals leave our Company, we are unable to attract  and  successfully integrate quality
replacements, our business, operating  results and financial condition  could  be  harmed.

We have  significant contracts with government  entities that  are  subject to unique  risks.

We  have, and will continue to seek, long-term CNG, LNG and  RNG station construction,

maintenance and fuel sales contracts with  various  government bodies, which  accounted for
approximately 19%, 18% and 18% of our annual revenues in 2013, 2014 and 2015, respectively. In
addition to normal business risks, our contracts  with government entities are  often  subject to unique
risks, some of which are beyond our control. Long-term government contracts and  related orders are
subject to cancellation if adequate appropriations for subsequent performance periods are not made.
The termination of funding for a government program supporting any of our government  contracts
could result in a loss of anticipated future revenues attributable to that  contract, which  could  have a
negative impact on our operations. In addition, government entities with  which we contract are often
able to modify, curtail or terminate contracts with us without prior notice at their convenience, and are
only required to pay for work done and  commitments made at the time of termination. Modification,
curtailment or termination of significant  government contracts could have a  material  adverse  effect on
our  results of operations and financial  condition. Further, government contracts  are frequently awarded
only after competitive bidding processes,  which  are often protracted. In  many cases, unsuccessful
bidders for government contracts are  provided the opportunity to formally protest certain contract
awards through various agencies or other  administrative  and judicial channels. The protest  process may
substantially delay  a successful bidder’s contract performance, result  in cancellation of the contract
award entirely and distract management. As a result,  we may  not  be  awarded contracts  for which we
bid  and substantial delays or cancellation of contracts may follow any  successful bids  as a result  of such
protests.

Natural gas purchase commitments may exceed demand, causing our costs to  increase.

We  are a party to two long-term natural gas purchase agreements  that have a  take-or-pay

commitment, and we may enter into  additional contracts with  take-or-pay  commitments  in the future.
Take-or-pay commitments require us to pay for the natural gas that we have  agreed to purchase

23

irrespective of whether we can sell the gas. Should the market demand  for natural gas as  a vehicle fuel
decline  or fail to develop as we anticipate, if we  lose significant  natural  gas  vehicle fueling  customers,
or if demand under any existing or any future sales  contract does not maintain its volume  levels or
grow, these commitments may cause our operating and  supply costs to increase without  a
corresponding increase in revenue and  our margins may be negatively  impacted.

Compliance with greenhouse gas emissions  regulations affecting  our LNG  plants, RNG  production facilities,
LNG and CNG fueling stations or CNG,  LNG and RNG  fuel  sales may prove  costly and  negatively affect our
financial performance.

California has adopted legislation, AB 32, that calls for a  cap  on greenhouse gas emissions
throughout California and a statewide  reduction to 1990  levels by  2020 and  an additional 80%
reduction below 1990 levels by 2050.  Further, in 2015 the  Governor of California issued an  executive
order mandating a reduction in greenhouse gas emissions by 40%  compared to 1990 levels by 2030. As
of January 1, 2015, AB 32 began regulating the greenhouse gas emissions from transportation fuels,
including the emissions associated with  LNG and CNG vehicle fuel.

Under AB 32, the LNG vehicle fuel  provider is the  regulated party with respect to LNG  vehicle
fuel use. We estimate that we will be  required  to  pay  at least $150,000  in 2016  to  comply with  AB 32
with respect to our LNG vehicle fuel sales in California.  Our costs in future years will  depend  on how
much  LNG vehicle fuel we sell that is regulated, CARB’s guidance  on the regulation of LNG vehicle
fuel, potential regulatory changes and the  cost of carbon credits  under  AB 32 at the time we  purchase
them. We anticipate that the costs we  incur to comply  with this legislation will be passed through to
our  LNG vehicle fuel purchasers, which may diminish the attractiveness of  LNG as a  vehicle  fuel  for
California buyers. With respect to CNG, the regulated party under AB  32 is  the utility that owns the
pipe through which the fossil fuel natural gas is sold. SoCalGas,  the Southern California gas  utility, has
recently announced that it intends to  charge CNG fueling customers  an additional  $0.27 per MMBtu
beginning in April 2016 to cover its AB  32 compliance costs  on each MMBtu of CNG sold. We
anticipate that we will pass these additional utility fees on  to  our customers, which will  diminish the
economic attractiveness of CNG vehicle fuel. In  addition,  we anticipate  that,  over time,  as the utilities
compliance costs increase, we or our  CNG customers will be required to pay more for CNG vehicle
fuel to cover the increased AB 32 compliance costs of  the utility.  These costs will be determined  by  the
amount the utility  spends to buy any carbon credits needed to comply with  AB 32 as  a result of  the
natural gas we or our customers buy through  the utility’s pipeline. Although  our  Redeem(cid:3) RNG
vehicle fuel may qualify for an exemption from AB 32 when  sold  as LNG  or CNG, the complexity of
the requirements that biomethane must meet in  order to be exempt  under AB 32  and the  possibility  of
changes to this legislation make any exemption uncertain. Any Redeem(cid:3) volumes that are not exempt
would incur compliance costs commensurate with sales of CNG and LNG  derived from fossil  fuel
natural gas.

The federal government and other state governments  are considering passing similar measures  to

regulate and reduce greenhouse gas emissions. Any of  these  regulations, when and  if implemented,  may
regulate the greenhouse gas emissions  produced  by our  LNG production plants, our CNG and  LNG
fueling stations or our RNG production facilities, and/or the  greenhouse gas  emissions  associated with
the CNG, LNG and RNG we sell, and  could  require us to obtain emissions credits or invest in costly
emissions prevention technology. We  cannot currently estimate  the potential costs  associated with
compliance with potential federal, state or  local regulation of greenhouse  gas emissions and these
unknown costs are not contemplated by our current customer agreements. If any of these regulations
are implemented, our associated compliance costs may have a  negative  impact  on our financial
performance, reduce our margins and impair our ability to fulfill customer contracts. Further, these
regulations may discourage consumers  from  adopting natural gas as a vehicle  fuel.

24

Our operations entail inherent safety and environmental risks that may result  in substantial liability to us.

Our operations entail inherent risks,  including  equipment defects, malfunctions, failures, and
misuses, which could result in uncontrollable  flows of natural gas,  fires, explosions and other damage.
For example, operation of LNG pumps  requires special  training because  of  the extremely low
temperatures of LNG. Also, LNG tanker trailers have in  the past been,  and may  in the future be,
involved in accidents that result in explosions, fires and other  damage. Further, improper refueling of
natural gas vehicles can result in venting of methane gas, which is a  potent greenhouse gas, and  such
methane emissions are currently regulated by some state regulatory  agencies and may in  the future be
regulated by the EPA and/or by additional state  regulators . Additionally, CNG fuel  tanks and trailers,
if damaged by accidents or improper  maintenance  or installation, may  rupture  and the  contents of the
tank or trailer may rapidly decompress  and result  in death  or  serious injury. These risks may expose  us
to liability for personal injury, wrongful death,  property  damage,  pollution and other environmental
damage.  We may incur substantial liability  and  cost if damages  are not covered  by  insurance or are in
excess of policy limits.

We provide financing to fleet customers for  natural gas vehicles, which  exposes our business to  credit  risks.

We  lend to certain qualifying customers a portion and occasionally up  to  100% of the  purchase
price of natural gas vehicles they agree  to  purchase. We may also purchase or pay  deposits for vehicles
and lease to or otherwise place them with customers. Risks associated with these financing activities
include, among others, that: the equipment financed  consists mostly of vehicles that are mobile and
easily damaged, lost or stolen; and the borrower  may  default  on payments,  enter bankruptcy
proceedings and/or liquidate. As of December 31, 2015, we  had  $12.8 million outstanding in  loans
provided to customers to finance natural gas vehicle purchases.

Our business is subject to a variety of government regulations that  may  restrict our  operations and result in
costs and penalties.

We  are subject to a variety of federal, state  and  local laws and regulations relating to foreign
business practices, the environment,  health and safety, labor and  employment,  building codes and
construction, zoning and land use and  taxation, among others. Additionally, we  are subject to changing
and complex regulations related to the government procurement process and any  political activities  or
lobbying relating to natural gas or greenhouse  gas emissions regulations  in which we may engage. It  is
difficult and costly to manage the requirements of every individual authority having jurisdiction over
our  various activities and to comply with these varying standards. These laws and regulations  are
complex, change frequently and in many  cases have tended to become  more  stringent over time. Any
changes to existing regulations or adoption  of  new  regulations may result in significant additional
expense to us and  our customers. Further, from  time to time, as part of the  regular evaluation of  our
operations, including newly acquired or developing operations,  we may be subject  to  compliance audits
by regulatory authorities, which may involve significant costs  and use of other resources.  Also, in
connection with our operations, we often  need facility permits or licenses to address, among other
things, storm water or wastewater discharges,  waste  handling and air emissions, which  may subject us to
onerous or costly permitting conditions.

Our failure to comply with any applicable laws and regulations  may result  in a variety of

administrative, civil and criminal enforcement  measures,  including  assessment of monetary penalties,
the imposition of corrective requirements, or prohibition  from providing services to government
entities.

25

Our RNG business may not be successful.

We  own RNG production facilities located in  Canton, Michigan and North  Shelby, Tennessee. We

are also seeking to increase our RNG business  by pursuing additional projects on our  own and with
project partners. We may not be successful in operating or  developing these projects or any future
projects or generating a financial return from our investments. Historically, projects that produce
pipeline-quality RNG have often failed due to the  volatile prices of conventional natural gas,
unpredictable RNG production levels,  technological difficulties and costs associated  with operating  the
production facilities, and the lack of government programs  and regulations that support  these  activities.
The success of our RNG business depends on our ability  to obtain  necessary financing,  to  successfully
manage the construction and operation  of  our  RNG production facilities, to enter  into  RNG supply
agreements with third parties, and to  either sell RNG  at substantial premiums  to  conventional natural
gas prices or to sell, at favorable prices, credits we may generate under  federal or  state laws, rules and
regulations, including RINs and LCFS  Credits. If we are not successful at one or more  of these
activities, our RNG business could fail.

The market for RINs and LCFS Credits is volatile, and  the prices for  such credits  are subject to

significant fluctuations. Further, the value  of RINs and LCFS  Credits will  be  adversely affected by any
changes to federal and state programs under  which such  credits are generated and sold. In the absence
of federal and state programs that support premium  prices for RNG or that allow us to generate and
sell LCFS Credits and RINs or other  credits, or if our customers are not otherwise willing  to  pay a
premium for RNG, we may be unable to profitably operate our RNG business.

We have  experienced, and may continue  to  experience,  difficulties  producing RNG.

We  have experienced difficulties producing the expected volumes of  RNG at our RNG plants  due

to, among other factors, problems with key equipment, severe  weather, landfill  conditions and
construction delays. These difficulties may continue or worsen in  the future.  Additionally, our ability to
produce RNG may be adversely affected  by a number of other factors, including, among others, limited
availability or unfavorable composition  of  collected  landfill  gas, failure to  obtain  and renew necessary
permits and landfill mismanagement.  In  addition, we may seek to or be required to upgrade, expand or
service our RNG facilities, which may  result  in plant shutdowns, cause  delays  that  reduce the amount
of RNG we produce or involve significant  unexpected costs.

We may  from time to time pursue acquisitions,  investments or  other strategic relationships,  which could  fail  to
meet expectations.

We  may acquire or invest in other companies or businesses or pursue  other  strategic transactions

or relationships. Acquisitions, investments  and  other  strategic partnerships and relationships  involve
numerous risks, any of which could harm  our business, including,  among  others:

(cid:127) Difficulties integrating the technologies, operations, existing  contracts and personnel of an

acquired company or partner;

(cid:127) Difficulties supporting and transitioning vendors, if any, of an  acquired  company or partner;

(cid:127) Diversion of financial and management resources from existing operations or alternative

acquisition or investment opportunities;

(cid:127) Failure to realize the anticipated benefits  or synergies  of  a transaction  or relationship;

(cid:127) Failure to identify all of the problems,  liabilities, shortcomings or challenges  of  a company or
technology we may partner with, invest in or acquire,  including issues related  to  intellectual
property rights, regulatory compliance  practices, revenue  recognition or other accounting
practices or employee or customer relationships;

26

(cid:127) Risks of entering new markets in which we may have  limited  or no  experience;

(cid:127) Potential loss of key employees, customers and vendors  from an acquired company’s  or partner’s

business;

(cid:127) Inability to generate sufficient revenue to offset acquisition, investment or  other  related costs;

(cid:127) Additional costs or incurrence of debt or equity  dilution associated with funding the  acquisition,

investment or other relationship; and

(cid:127) Possible write-offs or impairment charges  relating  to  the businesses we partner with, invest in  or

acquire.

Our quarterly results of operations fluctuate significantly and  are difficult to predict.

Our quarterly results of operations, which are  disclosed under  ‘‘Quarterly Results of Operations’’
in Item 8. Financial Statements and Supplementary  Data of this report, have historically experienced
significant fluctuations. Our quarterly results of operations may  continue to fluctuate  significantly  as a
result of a variety of factors, including  those described in  these  risk factors. If our quarterly results of
operations fall below the expectations  of  securities analysts or investors,  the price of our common  stock
could decline substantially. As a result  of  the significant fluctuations of our  operating results in prior
periods, period- to-period comparisons of  our operating  results may not be meaningful  and investors in
our  common stock should not rely on the  results of any one quarter as an indicator  of  future
performance.

Risks Related to Our Common Stock

Sales of shares could cause the market price  of our stock to drop significantly, even  if our business is  doing
well.

As of December 31, 2015, there were 92,382,717  shares of our  common  stock  outstanding,
11,487,938 shares underlying outstanding  options, 3,419,776 shares  underlying restricted stock units,
3,130,682 shares underlying outstanding  warrants and  35,185,979 shares underlying  outstanding
convertible notes. All of our outstanding shares  are eligible for sale  in the  public market, subject  in
certain cases to the requirements of Rule  144  of  the Securities Act. Also,  shares issued upon exercise
or conversion of outstanding options,  warrants and convertible notes are eligible for sale in the  public
market to the extent permitted by the  provisions of the  applicable  option, warrant and  convertible note
agreements and Rule 144, or if such shares have been registered for resale under the  Securities  Act. If
these shares are sold, or if it is perceived that  they  will be sold, in the public market,  the trading  price
of our common stock could decline.

As of December 31, 2015, 17,441,860  shares of our common stock held by our co-founder and
board member T. Boone Pickens were  pledged  as security  for loans made  to  Mr.  Pickens. We  are not a
party to these loans. If the price of our common stock declines, Mr. Pickens may  be  forced  to  provide
additional collateral for the loans or  to  sell shares of our  common stock in order to remain within  the
margin limitations imposed under the terms of the loans. Any  sales  of  our  common stock following a
margin call that is not satisfied or any other large sales of our common stock by our officers  and
directors, such as Mr. Pickens’ sale of approximately 700,000 shares in  September 2015, may  cause the
price of our common stock to decline.

27

A significant portion of our stock is beneficially  owned by a single  stockholder  whose interests may differ from
yours and who is able to exert significant influence over our corporate decisions, including a change of
control.

As of December 31, 2015, our co-founder  and  board member  T. Boone Pickens  beneficially owned
approximately 22.9% of our common  stock (including 17,441,860 outstanding  shares of common  stock,
725,000 shares underlying stock options exercisable  within 60  days after  December 31,  2015, and
4,113,923 shares underlying convertible  promissory notes  convertible within 60 days  after December  31,
2015). As a result, Mr. Pickens is able to strongly influence or control  matters  requiring approval  by
our  stockholders, including the election of directors  and  mergers, acquisitions or other extraordinary
transactions. Mr. Pickens may have interests that differ from  yours and  may vote in a  way with  which
you disagree and that may be adverse to your interests. This concentration  of  ownership may have the
effect of delaying, preventing or deterring a change  of  control of our Company,  could  deprive our
stockholders of an  opportunity to receive  a premium for  their stock  as part of a sale of our Company,
and might ultimately affect the market price  of our common stock. Conversely, this  concentration may
facilitate a change of control at a time  when you and other  investors may prefer  not  to  sell.

The price of our common stock may fluctuate significantly,  and  you could lose  all or  part of your investment.

The market price of our common stock has experienced, and  may  continue to experience,
significant volatility. Such volatility may  be  in response to various  factors, some of which are beyond
our  control. In addition to the other factors  discussed  in these  risk  factors, factors that may cause
volatility in our stock price include, among others:

(cid:127) Successful implementation of our business plans;

(cid:127) Investor perception of our industry  or  our  prospects;

(cid:127) A decline in the trading volume of  our  common  stock; and

(cid:127) Changes in general economic and market  conditions.

In addition, the securities markets have  from time  to  time experienced  significant price and  volume

fluctuations that are unrelated to the  operating performance  of particular companies,  and in  such
instances, have affected the market prices  of these companies’  securities. These  market  fluctuations
may also materially and adversely affect the  market  price of our common stock.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our corporate headquarters are located  at 4675 MacArthur Court, Suite 800,  Newport Beach,
California 92660, where we occupy approximately 68,000  square feet of office space.  Our lease for this
facility expires on June 30, 2021.

We  own and operate the Pickens Plant located in Willis, Texas,  approximately 50  miles north  of

Houston. We own approximately 24 acres  of land on  which the plant is  situated,  along with
approximately 34 acres surrounding the plant.

We  own and operate the Boron Plant in Boron, California, approximately 125  miles from Los
Angeles. In November 2006, we entered into a 30  -year ground lease  for the 36 acres on which this
plant is situated, pursuant to which we  pay annual base rent payments of $230,000 per year, plus  up to
$130,000 per year for each 30,000,000 gallons  of production capacity utilized, subject to future
adjustment based on consumer price  index changes.

28

We  lease the land upon which we operate our RNG production facilities  in North Shelby,

Tennessee and Canton, Michigan.

We  lease a manufacturing facility in Chilliwack, British  Columbia where we occupy approximately

81,000 square feet of space. The lease  for  this facility expires in January  2018.

Item 3. Legal Proceedings.

We  are or may become party, and our property is and may become subject, to various legal actions

that have arisen in the ordinary course of our business. During the course of our operations, we  are
also subject to audit by tax authorities  for  varying periods in various  federal, state, local,  and foreign
tax jurisdictions. Disputes have arisen, and may continue to arise, during  the course of such audits as  to
facts and matters of law. It is impossible  to determine the ultimate  liabilities that we may  incur
resulting from any of these lawsuits, claims  and proceedings,  audits,  commitments, contingencies and
related matters or the timing of these  liabilities, if any. If these matters  were  to  ultimately  be  resolved
unfavorably, an outcome not currently anticipated, it is possible that such  an outcome could have a
material adverse effect upon our consolidated  financial  position,  results of operations or liquidity.
However, we believe that the ultimate resolution of such matters will not have a material adverse effect
on our consolidated financial position, results  of operations or liquidity.

Item 4. Mine Safety Disclosures.

None.

29

Item 5. Market for Registrant’s Common Equity,  Related  Stockholder Matters  and Issuer Purchases

PART II

of Equity Securities.

Market Information

Our common stock trades on the The Nasdaq Global Select Market  under the symbol ‘‘CLNE.’’

Set forth below are the high and low  sales  prices as reported by  The  Nasdaq  Global Select Market for
our  common stock for the fiscal periods indicated.

2014

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2015

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sales Prices

High

Low

$12.78
$11.72
$11.63
$ 7.43

$ 6.01
$10.27
$ 6.78
$ 6.35

$8.37
$8.70
$7.80
$4.30

$4.17
$5.45
$4.01
$3.29

Holders

There were approximately 56 stockholders of record  as of March  1, 2016. We believe  there are

approximately 73,067 additional stockholders whose shares of our common stock are held on  their
behalf by brokerage firms or other agents.

Dividend Policy

We  have not paid any dividends to date and do not anticipate paying  any dividends on our
common stock in the foreseeable future. Further, the SLG Agreements (as  defined  and described in
note 9 to our consolidated financial statements included in  this report), restrict our ability to pay cash
dividends on our common stock. We  anticipate that all future  earnings will be retained to finance
future growth.

Performance Graph

This performance graph shall not be deemed ‘‘filed’’ for  purposes of Section 18 of the Exchange

Act, or incorporated by reference into  any filing of Clean  Energy  Fuels Corp. under the Securities Act
or the Exchange Act, unless it is specifically incorporated  by reference into any such filing.

The following graph compares the five-year total return to holders of our  common stock relative  to

the cumulative total returns of the Nasdaq Global Market Index, and the  Russell 2000  Growth Index.
The graph assumes that $100 was invested  in our common stock on December 31, 2010  (the last
trading day before the beginning of our fifth preceding fiscal year). We  chose to include the  Russell
2000 Growth Index as a comparable index  due to the  lack of a comparable industry index or peer
group, as we are the only actively traded public  company whose only line of business is to sell natural
gas and the associated equipment and services  necessary  to use natural  gas as  a vehicle fuel.

30

The graph is required by applicable rules of the  Securities and  Exchange Commission and is  not

intended to forecast or be indicative of possible future performance of our common stock.

200

150

100

50

0

12/11

4/12

8/12

12/12

4/13

8/13

12/13

4/14

8/14

12/14

4/15

8/15

12/15

CLEAN ENERGY

RUSSELL 2000 GROWTH INDEX

NASDAQ STOCK MARKET (U.S.)

3MAR201619570763

Item 6. Selected Financial Data.

The following selected historical consolidated  financial data should be read  in conjunction with

Item 7. Management’s Discussion and Analysis of  Financial Condition and Results of Operations and
our  consolidated financial statements and the  related notes included  in this annual  report.

The consolidated statements of operations data for the years ended December 31,  2013, 2014, and

2015 and the consolidated balance sheet data at December 31, 2014, and 2015, are derived from  our
audited consolidated financial statements included in this annual report on Form  10-K. The
consolidated statements of operations data for  the years ended December 31, 2011 and  2012, and  the
consolidated balance sheet data at December 31, 2011,  2012 and  2013 are  derived from our audited
consolidated financial statements that  are  not included in this annual  report on Form 10-K. Historical
results are not indicative of the results to be expected in the  current period or any future  period.

Year Ended December 31,

2011

2012

2013

2014

2015

(In thousands, except share data)

Statement of Operations Data:
Total revenues(1) . . . . . . . . . . . . . . . . . . . . .
Operating loss . . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic and diluted loss per share . . . . . . . . . .

(1) Revenues include the following amounts:

$292,717
(38,568)
(47,455)

$ 334,008
(70,522)
(100,862)

$352,475
(51,691)
(66,919)

$428,940
(54,364)
(90,859)

$

(0.68) $

(1.16) $

(0.71) $

(0.96) $

$ 384,320
(41,623)
(135,458)
(1.47)

Alternative fuel tax credits (VETC) . . . .

$17,889

$(2,057)(a) $45,439(b) $28,359

$30,986

Year Ended December 31,

2011

2012

2013

2014

2015

(a) Represents settlement with the Internal Revenue  Service over  certain  VETC amounts.

31

(b) Amount includes $20,800 related to fuel sales in 2012.

Balance Sheet Data:
Cash and cash equivalents and short-term
investments . . . . . . . . . . . . . . . . . . . . .
Restricted cash, short term . . . . . . . . . . .

Working capital
. . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . .
Total debt inclusive of capital lease

2011

2012

2013

2014

2015

December 31,

$271,454
4,792

$146,697
8,445

$ 378,273
8,403

$ 214,927
6,012

$ 146,668
4,240

312,372
931,061

170,778
975,200

400,990
1,250,965

293,428
1,160,409

82,773
1,005,792

obligations . . . . . . . . . . . . . . . . . . . . .

289,422

331,025

620,418

570,670

572,414

Total Clean Energy Fuels Corp.

Stockholders’ equity . . . . . . . . . . . . . .

540,884

542,713

514,572

437,426

302,552

Item 7. Management’s Discussion and  Analysis  of Financial  Condition and  Results  of Operations.

The discussion in this section contains  forward-looking statements. These statements relate to  future

events  or our future financial performance and are based upon our current assumptions, expectations  and
beliefs concerning future developments and their potential effect on our business. In some  cases, you can
identify forward-looking statements by the  following words: ‘‘anticipate,’’ ‘‘believe,’’ ‘‘can,’’ ‘‘continue,’’
‘‘ongoing,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’  ‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’
‘‘forecast,’’ ‘‘should,’’ ‘‘would’’, ‘‘will’’ or  the  negative of these terms or other comparable  terminology,
although the absence of these words does  not mean that a statement  is not forward-looking. These
statements are only predictions and involve  known and  unknown risks, uncertainties and other factors  that
could cause our or our industry’s actual  results, levels of activity, performance or  achievements  to materially
differ from those expressed or implied by  any forward-looking statements  we make.  See  Item  1A. Risk
Factors in this annual report on Form  10-K  for a  discussion of  some of these risks,  uncertainties  and other
factors. This discussion should be read  with our consolidated  financial statements and related notes
included in this report.

We  are the leading provider of natural gas as an alternative fuel for  vehicle fleets in  the United

States and Canada, based on the number  of stations operated  and the amount of gasoline gallon
equivalents (‘‘GGEs’’) of compressed  natural  gas(‘‘CNG’’), liquefied natural gas (‘‘LNG’’) and
renewable natural gas (‘‘RNG’’) delivered.  Our principal  business is  supplying CNG, LNG  and RNG
(RNG can be delivered in the form of  CNG  or LNG) for light, medium and heavy-duty vehicles and
providing operation, repair and maintenance (‘‘O&M’’) services for vehicle fleet customer stations.  As a
comprehensive solution provider, we also design, build, operate, service,  repair and  maintain  fueling
stations, manufacture, sell and service  non-lubricated natural gas fueling  compressors and  related
equipment used in CNG stations and  LNG stations,  offer assessment, design and modification solutions
to provide operators with code-compliant  service and maintenance facilities for natural gas vehicle
fleets, transport and sell CNG to large industrial and institutional  energy users who  do not have direct
access to natural gas pipelines, process and sell RNG, sell tradable  credits we generate by selling
natural gas and RNG as a vehicle fuel, including  credits  we generate under  the California and  Oregon
Low Carbon Fuel Standards (collectively, ‘‘LCFS Credits’’) and Renewable  Identification Numbers
(‘‘RIN Credits’’ or ‘‘RINs’’) we generate  under  the federal Renewable Fuel Standard Phase 2
(‘‘RFS 2’’), help our customers acquire  and  finance natural gas vehicles and  obtain  federal, state and
local tax credits, grants and incentives.

32

Overview

This overview discusses matters on which our management focuses in evaluating our financial

condition and operating performance and results.

Sources of Revenue.

We  generate revenues by selling CNG, LNG, RNG,  and providing O&M services  to  our customers,

designing and constructing fueling stations and selling or leasing those stations to our customers,
processing and selling RNG, manufacturing, selling and servicing  non-lubricated natural gas fueling
compressors and other equipment for  CNG and LNG fueling stations, offering  assessment, design  and
modification solutions to provide operators  with code- compliant service and maintenance facilities for
natural gas vehicle fleets, transporting and selling CNG to large industrial  and institutional  energy users
who do  not have direct access to natural  gas pipelines, providing financing for  our customers’ natural
gas vehicle purchases, selling tradable  LCFS Credits and RIN Credits, and receiving federal  fuel  tax
credits.

The following table represents our sources of revenue:

Revenue (in Millions)

2013

2014

2015

Volume Related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clean Energy Compression . . . . . . . . . . . . . . . . . . . . . . .
Station Construction Project Sales . . . . . . . . . . . . . . . . . .
VETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$195.3
77.5
27.1
45.4
7.2

$247.9
84.8
67.4
28.4
0.4

$260.6
54.5
37.8
31.0
0.4

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$352.5

$428.9

$384.3

Key Operating Data.

In evaluating our operating performance, our management focuses primarily on: (1)  the amount of

CNG, LNG, and RNG gasoline gallon  equivalents  delivered  (which  we  define  as (i)  the volume  of
gasoline gallon equivalents we sell to  our customers,  plus (ii) the volume  of gasoline gallon equivalents
dispensed at facilities we do not own  but  where we  provide O&M services on a per-gallon fee basis,
plus (iii) our proportionate share of  the gasoline gallon  equivalents sold as CNG by our joint  venture
with Mansfield Ventures, LLC called  Mansfield Clean  Energy  Partners, LLC  (‘‘MCEP’’), plus (iv)  our
proportionate share of the gasoline gallon  equivalents  sold as  CNG by  our  joint  venture in Peru
(through March 2013 when we sold our interest  in the joint venture in Peru), plus (v) our
proportionate share (as applicable) of  the gasoline gallon equivalents of RNG produced and sold as
pipeline quality natural gas by the RNG production facilities we own or operate), (2) our gross margin
(which we define as revenue minus cost  of sales), and (3) net  income (loss)  attributable to us. The
following tables, which should be read  in conjunction with  our consolidated  financial statements  and
notes included in this annual report on Form 10-K,  present  our key operating data for the years ended
December 31, 2013, 2014, and 2015:

Gasoline gallon equivalents delivered  (in  millions)
CNG(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RNG(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LNG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143.9
10.5
60.0

182.6
12.2
70.3

229.2
8.8
70.5

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

214.4

265.1

308.5

Year Ended December 31,

2013

2014

2015

33

Gasoline gallon equivalents delivered  (in  millions)
O&M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel and O&M(2) . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Operating data (in thousands)
Gross margin(3) . . . . . . . . . . . . . . . . . . . . . . . . .

Net loss attributable to Clean Energy Fuels.

Year Ended December 31,

2013

2014

2015

108.7
86.4
19.3

214.4

137.3
108.2
19.6

265.1

159.3
130.1
19.1

308.5

$127,713

$120,153

$ 125,835

Corp(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (66,968) $ (89,659) $(134,242)

(1) As noted above, this includes our  proportionate share  of  the GGEs sold as CNG by our

joint venture MCEP and our former joint venture  in Peru. Such GGEs sold were
2.1 million, 0.0 million and 0.4 million for the years ended December 31,  2013, 2014 and
2015, respectively.

(2) Represents gasoline gallon equivalents  at stations where we provide both  fuel and O&M

services.

(3) Revenues and gross margins of our nonconsolidated joint ventures are net  within the
‘‘Loss from noncontrolling interest’’ line  item on our consolidated statement of
operations.

(4) Includes $45.4, $28.4 and $31.0 million  of revenue  from VETC for  the  years  ended

December 31, 2013, 2014 and 2015 respectively. See the discussion  under ‘‘Operations—
VETC’’.

(5) Represents RNG non-vehicle fuel. RNG sold as vehicle  fuel is included  in CNG and

LNG.

Key Trends in 2013, 2014 and 2015.

CNG and LNG are generally less expensive on an energy equivalent  basis and, according to studies

conducted by the California Air Resources Board and Argonne National  Laboratory, a  research
laboratory operated by the University  of Chicago for  the United States  Department  of  Energy,  cleaner
than gasoline and diesel fuel. According  to  the U.S. Energy  Information Administration, demand for
natural gas fuels in the United States  increased by approximately  45% during the period from
January 1, 2012 through December 31, 2015.  We believe  this growth in demand  was  attributable
primarily to the higher prices of gasoline  and diesel  relative  to  CNG and  LNG  during much  of this
period, as well as increasingly stringent  environmental  regulations affecting vehicle fleets  and increased
availability of natural gas. During 2015, lower oil prices decreased  our pricing  advantage  when
comparing natural gas prices to diesel  and gasoline, which impacted our gross revenue. This  impact  was
partially offset by corresponding decreases in the cost of natural  gas.

The number of fueling stations we owned, operated,  maintained  and/or supplied grew  from 348 at
December 31, 2012 to over 570 at December 31, 2015 (a 63.8% increase).  Included in this number are
all of the CNG and LNG fueling stations  we own, operate, maintain or with which  we have a  fueling
supply contract. The amount of CNG, LNG and RNG gasoline gallon equivalents we delivered  from
2013 to 2015 increased by 43.9%. Although this increase  in gasoline gallon equivalents delivered
contributed to increased revenues between  2013 and 2014, our gross revenue decreased between 2014
and 2015 in spite of increased GGEs delivered  and an  increase in our  volume related  revenue between

34

periods. This revenue decrease in 2015 was due largely to decreased station construction revenue  and
decreased compressor sales by Clean  Energy  Compression, which we believe were largely attributable
to the decreased cost savings of natural gas  as a vehicle  fuel during  this period due to declining oil
prices and the resulting slower and more  limited adoption of natural  gas as a vehicle  fuel by new
customers. Our 2013, 2014 and 2015  revenues included  VETC revenues of $45.4,  $28.4 and
$31.0 million, respectively, with the 2013  VETC revenues including $20.8 million related to 2012 due to
the reinstatement of VETC in January  2013. Our revenue  can vary between periods for various
reasons, including the timing of equipment sales, station  construction, recognition of VETC and  other
credits and natural gas sale activity.

As with our revenue, our fuel cost of  sales increased  between 2013 and 2014  but decreased

between 2014 and 2015. We incurred  increased  costs across all periods relating to our delivery  of more
CNG, RNG and LNG gallons to our  customers  in 2013 through  2015, but  these increases were  offset in
2015 by decreased costs associated with less station  construction activity and  compressor sales.  Our cost
of sales can vary between periods for various reasons,  including commodity costs of  fuel and the timing
of equipment sales, fuel station construction and natural  gas sale  activity.

We  have made a significant commitment of capital and other  resources to  build a nationwide

network of truck friendly natural gas  truck  friendly  fueling  stations, which  we refer to as  ‘‘America’s
Natural Gas Highway’’ or ‘‘ANGH.’’ At  December 31, 2015, we had 43  completed ANGH stations that
were not open for fueling operations. We expect to open  such stations when we have sufficient
customers to fuel at the locations, and  we do not know when this will occur.  We  believe that growth of
heavy-duty truck customers depends,  in  part, on  the development and adoption of natural gas engines
that are well-suited for use by heavy-duty trucks, which has been slower  and more limited  than
anticipated. If these customers do not  develop and if we do not open  these  stations, we  will  continue to
have substantial investments in assets that  do not produce  revenues equal to or greater than  their costs.
Additionally, many of our existing ANGH  stations  were initially built  to  provide LNG;  however,
because operators are adopting both LNG  heavy-duty trucks and CNG heavy-duty  trucks, we designed
these stations to be capable of dispensing  both fuels. We have been investing,  and expect to continue to
invest, additional capital in our ANGH  stations to add CNG fueling. To help accelerate the adoption by
heavy-duty truck fleets of natural gas,  we have negotiated  favorable  CNG and LNG  tank pricing  from
manufacturers, which we are passing  along to our  customers.

Some ANGH stations are located at Pilot Flying J Travel  Centers (‘‘Pilot’’), one of  the largest

truck fueling operators in the U.S. Under  our  agreement with Pilot, we own the ANGH stations we
build at Pilot locations and initially pay  rent to Pilot for the use  of its  property. In addition, we  are
entitled to recoup all of our capital investments in  ANGH  stations we  build at Pilot locations plus a
defined return, after which we would  share a portion of the  station profits with Pilot.

Recent Developments.

In December 2015, the VETC alternative  fuel  tax credit was extended  through December  31, 2016
and made retroactive to January 1, 2015. The program  providing  for the  VETC had previously expired
as of  December 31, 2014. Pursuant to  the VETC, we  receive a credit of $0.50 per GGE of CNG sold
as a vehicle fuel in 2015 and 2016, $0.50  per  liquid gallon of LNG sold in 2015 and  $0.50 per diesel
gallon equivalent of LNG sold in 2016.  VETC  revenues for 2015, totaling $31.0 million, were
recognized in December 2015 and subsequently collected in  cash in  February  2016. Using the  diesel
gallon equivalent for LNG for 2016 is  expected to result  in less VETC revenues.

On December 31, 2015, we terminated our credit  agreement (the ‘‘Credit Agreement’’) with

General Electric Capital Corporation (‘‘GE’’). The Credit Agreement  provided us the  eligibility to
receive up to $200 million of loans from GE to finance the development,  construction and operation of
two new LNG plans. We had not borrowed any amounts under the Credit Agreement  as of its

35

termination. As a result of the termination  of  the Credit Agreement, all related unamortized deferred
financing costs totaling $54.9 million, were removed  from our balance sheet as an accelerated expense
reported in interest expense. Included in the  total  was $54.3 million related to the value of the warrant
to purchase up to 5.0 million shares of our common stock  we issued to GE  in connection  with the
Credit  Agreement that was recorded as  deferred financing costs. See notes 9 and 11 to our
consolidated financial statements included in  this  report for  further information.

On February 29, 2016, we entered into  a loan and security  agreement with,  and issued  a related

promissory note to, PlainsCapital Bank, pursuant to which  we  have the ability to incur additional
indebtedness  in the principal amount  of  $50.0  million. All  amounts owed  under  the loan agreement  are
secured by the cash and corporate and  municipal  bonds rated AAA, AA or A  by  Standard &  Poor’s
Rating Services that we hold in an account at  PlainsCapital Bank.

On March 1, 2016 and pursuant to the consent of the holders of the  SLG Notes, we  prepaid  an
aggregate of $60.0 million in principal amount and  $1.8 million in accrued  and unpaid interest owed
under the SLG Notes. See note 9 to the  consolidated financial statements included in this report  for
further information about the SLG Notes.

In February 2016, in light of discounted trading prices of our 5.25% Notes and  other  factors, our

board of directors authorized and approved our  use of up  to $25.0 million to opportunistically purchase
in the open market our outstanding 5.25%  Notes, in accordance with  the terms of  the indenture
governing the 5.25% Notes. Pursuant to such approval, on February 18,  2016, we  purchased
$32.5 million in face amount of our 5.25% Notes for an  aggregate  purchase price of $16.8 million.
Upon our purchase, such 5.25% Notes were surrendered  to the trustee for such  notes and canceled.
See note 9 to the consolidated financial statements included  in this report for further information
about the 5.25% Notes.

Anticipated Future  Trends.

Although natural gas continues to be  less expensive than gasoline and diesel in most markets, the

price of natural gas has been significantly closer  to  the prices of gasoline and diesel in recent years as  a
result of declining oil prices, thereby reducing the price  advantage of natural gas as a vehicle  fuel. We
anticipate that, over the long term, the prices for gasoline and diesel  will continue to be higher than
the price of natural gas as a vehicle fuel and will increase overall,  which would  improve the cost  savings
of natural gas as a vehicle fuel compared  to diesel and  gasoline. However, the amount of time needed
for oil prices to recover from their recent  decline  is uncertain and  we  expect that adoption of  natural
gas as a vehicle fuel generally, growth in  our customer base and our gross  revenue will be negatively
affected until oil prices recover and this  price advantage  increases. Our belief  that  natural gas  will
continue, over the long term, to be a  cheaper vehicle fuel than gasoline or diesel is  based in large  part
on the growth in United States natural  gas production in  recent years.

We  believe natural gas fuels are well-suited for use  by vehicle  fleets that consume high volumes of

fuel, refuel at centralized locations or  along well-defined routes and/or are increasingly required to
reduce emissions. As a result, we believe there will be growth in  the consumption of natural gas as a
vehicle fuel among vehicle fleets, and our goal is  to  capitalize on this trend if and  to  the extent it
materializes and enhance our leadership position in these markets. Our business plan  calls for
expanding our sales of natural gas fuels  in the markets in  which we operate, including heavy-duty
trucking, refuse, airports, public transit, industrial and institutional energy  users and  government fleets,
and pursuing additional markets as opportunities  arise. If  our  business  grows  as we  anticipate, our
operating costs and capital expenditures may increase, primarily from the  anticipated expansion of our
station network and RNG production  capacity, as well as the  logistics of delivering more natural gas
fuels to our customers. We also may  seek to acquire assets and/or businesses that are in the natural gas
fueling infrastructure or RNG production  business, which  may require us to raise  and spend additional
capital, if available.

36

We  expect competition to remain steady in  the near-term in  the market for  natural gas  vehicle
fuel. To the extent competition increases,  we  would be subject to greater pricing pressure, reduced
operating margins and fewer expansion  opportunities.

Sources of Liquidity and Anticipated Capital Expenditures.

Liquidity is the ability to meet present and  future  financial obligations  through operating  cash

flows, the sale or maturity of existing assets or  the acquisition of additional  funds  through capital
management. Historically, our principal sources  of liquidity have consisted of cash on hand, cash
provided by financing activities, cash  provided by  sales of  assets, and, if  available,  VETC and other
credits.

Our business plan calls for approximately $25.5 million in  capital  expenditures  in 2016, primarily

related to the construction of natural gas  fueling  stations and  the purchase of CNG trailers  by  our
subsidiary, NG Advantage, LLC (‘‘NG  Advantage’’).  Additionally,  we  had total consolidated
indebtedness  of approximately $572.4 million as  of December  31, 2015, of  which approximately
$150.1 million, $5.5 million, $305.1 million, $54.7  million,  $53.1 million and  $4.0 million is expected to
become  due 2016, 2017, 2018, 2019, 2020  and  thereafter, respectively. In addition, in February 2016,  we
entered into a loan and security agreement with, and  issued a related promissory  note to, PlainsCapital
Bank, pursuant to which we may incur  additional indebtedness in  the principal amount of $50.0  million.
We  expect our total consolidated interest payment obligations relating to our indebtedness to be
approximately $32.0 million for the year ending December 31,  2016. With respect  to  certain of our
outstanding indebtedness due in 2016, we  anticipate repaying, with a combination of cash  and shares of
our  common stock, all or some portion the  outstanding principal amount of the  SLG Notes (as defined
and discussed in note 9 to our consolidated financial statements included  in this report), together with
accrued and unpaid interest, on or prior to their August 2016 maturity date. To  this  end, on  March 1,
2016 and pursuant to the consent of  the  holders of the SLG Notes, we prepaid an  aggregate  of
$60.0 million in principal amount and  $1.8  million in accrued and  unpaid interest  owed under  the SLG
Notes. In addition, with respect to certain of our  outstanding indebtedness  due  in 2018, in  February
2016, our board of directors authorized  and approved our use  of  up to $25.0 million to
opportunistically purchase in the open market our outstanding 5.25% Notes (as defined and  discussed
in note 9 to our consolidated financial  statements included  in this  report). Pursuant to such  approval,
on February 18, 2016, we purchased  $32.5  million in face amount of our 5.25%  Notes for an aggregate
purchase price of $16.8 million. We are permitted to repay up to $295.0 million of our consolidated
indebtedness  outstanding at December  31, 2015 at  maturity with shares of our common stock rather
than cash, with the amount of shares determined by the then-current  trading  price of our common
stock. Any such issuance would increase  the number of our outstanding  shares and may significantly
dilute the ownership interest of our stockholders. Additionally,  in February 2016,  we collected VETC
revenues for 2015.

We  may also elect to invest additional amounts  in companies,  assets or joint ventures  in the

natural gas fueling infrastructure, vehicle  or services industries, including RNG  production,  or use
capital for other activities or pursuits.  We will  need to raise additional capital to fund any  capital
expenditures, investments or debt repayments  or repurchases that we cannot fund through  available
cash or cash generated by operations  or  that we cannot fund through  other sources, such as  with our
common stock. The timing and necessity  of any future  capital raised will depend on  various factors,
including our rate of new station construction, debt repayments  or repurchases  (either  prior to or at
maturity), any potential merger or acquisition activity and other  factors described  under ‘‘Liquidity and
Capital Resources’’ below. We may seek  to raise  additional  capital  through one or more  sources,
including, among others, selling assets, obtaining new or restructuring existing debt,  obtaining  equity
capital, or any combination of these or other available sources of capital. We may  not  be  able to raise
capital when needed, on terms that are favorable to us or existing stockholders or at  all.  Any  inability

37

to raise capital may impair our ability  to  build new stations,  develop natural gas fueling infrastructure,
invest in strategic transactions or acquisitions  or repay our outstanding  indebtedness and may reduce
our  ability to grow our business and  generate sustained or increased revenues.

Business Risks and Uncertainties.

Our business and prospects are exposed  to  numerous risks and uncertainties. For more

information, see Item 1A. Risk Factors  in  this report.

Operations

We  generate revenues principally by selling CNG, LNG and RNG and providing O&M  services  to
our  vehicle fleet customer stations. For  the year ended December 31,  2015, CNG and  RNG (together)
represented 77% and LNG represented 23% of our  natural gas sales (on a gasoline gallon  equivalent
basis). To a lesser  extent, we generate  revenues by designing  and constructing fueling stations and
selling or leasing those stations to our customers, manufacturing, selling and servicing non-lubricated
natural gas fueling compressors and  related equipment,  offering  assessment, design and modification
solutions to provide operators with code-compliant  service and  maintenance facilities for  natural gas
vehicle fleets, providing financing for  our  customers’  natural gas vehicle purchases, selling tradable
RINs and LCFS Credits and receiving federal alternative fuels tax credits.

CNG Sales

We  sell CNG through fueling stations and by transporting it to customers that do not have direct

access to a natural gas pipeline. CNG fueling station sales are made through  stations located on our
customers’ properties and through our network of public access fueling stations. At  these CNG fueling
stations, we procure natural gas from  local utilities or third-party marketers under standard,
floating-rate arrangements and then  compress and dispense it into our customers’  vehicles. Our CNG
fueling station sales are made primarily through contracts with  our customers. Under these contracts,
pricing is principally determined on an index-plus basis,  which is calculated by adding  a margin to the
local index or utility price for natural  gas. As a  result, CNG sales  revenues based on an index-plus
methodology increase or decrease as a  result of an  increase or decrease in the price of natural  gas. The
remainder of our CNG fueling station  sales  are on  a per fill-up basis at prices we set at public  access
stations based on prevailing market conditions.

Additionally, NG Advantage uses a fleet  of  54 high-capacity tube trailers  to  deliver CNG to large

institutions and industrial energy users, such as hospitals,  food processors, manufacturers and paper
mills that do not have direct access to natural gas pipelines.  Utilizing its  trailer fleet, NG Advantage
creates a ‘‘virtual natural gas pipeline’’  that allows  large oil, diesel or propane users  to  take advantage
of the cost savings and environmental  benefits  of  natural gas. We anticipate  that  NG Advantage will
need to purchase or lease additional trailers in  the future  to  transport CNG  in support of  its
operations.

LNG Production and Sales

We  obtain LNG from our own plants as  well as  through relationships  with suppliers. We own and

operate LNG liquefaction plants near Houston,  Texas and Boron, California.

We  sell LNG on a bulk basis to fleet  customers, who often own and operate their fueling stations,

and we also sell LNG to fleet and other customers at our public access LNG stations.  We also sell
LNG for non-vehicle purposes, including to customers who  use LNG in the oil fields  or for  industrial
or utility applications. During 2014 and  2015, we purchased 44% and  43%, respectively, of our LNG
from third-party suppliers, and we produced the remainder of the LNG at  our liquefaction plants in

38

Texas and California. We purchase some LNG from  third  parties under  ‘‘take or  pay’’ contracts  that
require us to purchase minimum volumes of LNG at  index-based rates.

We  deliver LNG via our fleet of 84 tanker  trailers to fueling stations, where it is  stored and

dispensed in liquid form into vehicles. As with our CNG customer contracts,  we sell LNG through
supply contracts that are priced on an  index-plus basis, such that  LNG  sales  revenues from  these
contracts increase or decrease as a result of an increase  or decrease in the price of  natural gas.  We also
sell LNG on a per fill-up basis at prices we  set at  public access stations based on  prevailing market
conditions. LNG generally costs more than CNG as  LNG must  be  liquefied and  transported.

VETC

The American Taxpayer Relief Act, signed into  law  on January 2, 2013, reinstated VETC for
calendar year 2013 and also made it  retroactive to January 1, 2012. The  Tax Increase Prevention Act,
signed into law in December 2014, reinstated VETC for the  remainder of calendar year 2014  and made
it retroactive to January 1, 2014. VETC  revenues  recognized during 2013 and  2014 were  $45.4 and
$28.4 million, respectively. The VETC  revenues received during 2013 include  $20.8 million related  to
CNG and LNG that we sold in 2012, which was recognized  in January 2013, and all VETC revenues
received in 2014 were recognized in December 2014.

In December 2015, the VETC was extended through December 31, 2016  and  made retroactive  to
January 1, 2015. As a result, VETC revenues received in  2015, totaling $31.0  million,  were recognized
in December 2015.

O&M Services

We  generate a portion of our revenue  from our performance  of O&M services for CNG and  LNG

fueling stations that we do not own. For  these services we  generally  charge a per-gallon  fee  based on
the volume of fuel dispensed at the station. We include the volume of fuel dispensed at the stations  at
which  we provide O&M services in our  calculation of aggregate  gasoline  gallon equivalents  delivered.

Station Construction and Engineering

We  generate a portion of our revenue  from designing and constructing  fueling  stations and selling

or leasing some of the stations to our customers. For these projects, we typically act as  general
contractor or supervise qualified third-party contractors. We also  offer assessment, design  and
modification solutions to provide operators  with code-compliant  service and  maintenance facilities for
natural gas vehicle fleets, which can include the construction  and sale of facility modifications, such as
our  NGV Easy Bay(cid:3) product, a natural gas vapor leak barrier  developed specifically for natural gas
vehicle facilities. We charge construction  or  other  fees  or lease rates based  on the  size and complexity
of the project.

RNG Production and Sales

Our subsidiary Clean Energy Renewables  owns RNG production  facilities located at  Republic
Services landfills in Canton, Michigan  and  North Shelby, Tennessee. Clean Energy Renewables has
entered into long-term fixed-price sale  contracts for  the majority of the  RNG that we expect  these
facilities to produce over the next seven  years.  We are seeking to expand  our RNG business by
pursuing additional RNG production  projects,  either on  our own or  with project partners. We sell  some
of the RNG we produce through our natural gas fueling  infrastructure for use as a  vehicle  fuel.  In
addition, we purchase RNG from third-party producers, and  sell  that RNG for vehicle fuel use  through
our  fueling infrastructure. The RNG  we  sell for vehicle  fuel use is distributed  under the name
Redeem(cid:3).

39

In December 2014, we sold our ownership  interest in our  former subsidiary, Dallas Clean

Energy, LLC  (‘‘DCE’’, together with  its subsidiary Dallas  Clean Energy McCommas  Bluff, LLC
(‘‘DCEMB’’), for approximately $40.6  million. In September 2015,  we received $1.1  million in cash  due
to the results of certain performance  tests performed at the RNG extraction and production  project
owned by Dallas Clean Energy McCommas Bluff,  LLC (‘‘DCEMB’’). For the  year  ended December  31,
2014, DCE contributed approximately  $16.7 million to our revenue. We  continued to perform O&M
services for DCEMB subsequent to the sale and recognized $0.4 million in revenue for  such services
during 2015. See note 2 to our consolidated financial statements included  in this report for further
information on the divestiture.

Natural Gas Fueling Compressors

Our subsidiary, Clean Energy Compression, manufactures, sells and  services non-lubricated natural
gas fueling compressors and related equipment for  the global  natural gas  fueling market. Clean Energy
Compression is headquartered near Vancouver, British Columbia, has an additional manufacturing
facility near Shanghai, China, and has  sales  and service offices in Bangladesh,  Colombia, Peru  and the
U.S. For the years ended December  31, 2014 and  2015, Clean Energy Compression contributed
approximately $84.8 million and $54.5  million,  respectively, to our revenue.

Sales of RINs and LCFS Credits

We  generate RIN Credits when we sell RNG for  use as a  vehicle fuel  in the  U.S. and we  generate

LCFS Credits when we sell RNG and  conventional natural gas for use  as a vehicle fuel in  California
and Oregon. We can sell these credits to third parties  who need the RINs  and LCFS  Credits  to  comply
with federal and state requirements.  In 2014, we recognized $2.1 million and  $3.5 million in revenue
through the sale of RIN Credits and LCFS, respectively. In 2015, we  recognized  $10.3 million and
$8.1 million in revenue through the sale  of  RIN Credits  and LCFS Credits, respectively.  We  anticipate
that we will generate and sell increasing numbers of RINs and  LCFS  Credits  as we  build our business
and sell increasing amounts of CNG, LNG and RNG for use as a vehicle  fuel.  The  market  for RINs
and LCFS Credits is volatile, and the prices for such  credits are subject  to significant fluctuations.
Further, the value of RINs and LCFS Credits will be adversely  affected by any  changes to the federal
and state programs under which such credits are generated and sold.

Vehicle Acquisition and Finance

We  offer vehicle finance services, including loans and leases, to help our  customers acquire natural

gas vehicles. Where appropriate, we apply  for  and receive federal and state incentives associated with
natural gas vehicle purchases and pass these  benefits through to our  customers. We may also secure
vehicles to place with customers or pay deposits with respect to such vehicles  prior to receiving a firm
order from our customers, which we may be required to purchase if  our customer  fails to purchase the
vehicle as anticipated. For the years ended 2013, 2014 and 2015,  we have not generated  significant
revenue from vehicle financing activities.

Vehicle Conversions

Prior to June 28, 2013, we owned BAF Technologies,  Inc., a  provider of natural gas  vehicle

conversions, alternative fuel systems,  application engineering, service and warranty support and research
and development. BAF Technologies, Inc.  owned ServoTech Engineering,  Inc. (together  with BAF
Technologies, Inc., ‘‘BAF’’), which provided, among other  services, design and engineering services for
natural gas engine systems. Prior to our sale of  BAF, we  generated  revenues through BAF’s sale of
natural gas vehicles that had been converted to run on  natural gas  and design and engineering services
for natural gas engine systems. For the year  ended December  31, 2013, BAF contributed approximately
$7.0 million to our revenue. On June 28, 2013,  we sold BAF for  approximately  $27.2 million.

40

Volatility of Earnings Related to Warrants

We  are required to record the change in the  fair market value of our liability-classified warrants  in

our  consolidated financial statements. We  have recognized a  gain of $5.7 million and $1.4  million,
respectively, related to recording the  estimated  fair value changes of our warrants in 2014 and  2015.
See note 11 and 18 to our consolidated  financial statements included in  this  report for  more
information. Our earnings or loss per share  may  be  materially affected by future gains or losses we are
required to recognize as a result of valuing  our  warrants. As of December 31, 2015,  2,130,682 of our
Series I warrants and 127,200 of the NG Advantage  warrants assumed from our NG Advantage
acquisition remained outstanding.

Debt Compliance

Certain of the agreements governing  our outstanding  debt, which are  discussed  in note  9 to our

consolidated financial statements included in  this  report, have certain non-financial covenants  with
which  we must comply. As of December 31, 2015, we were in compliance with all of  these covenants.

Risk Management Activities

From time to time, we enter into natural  gas fuel sales contracts that  require us to sell CNG or

LNG to our customers at a fixed price.  These contracts  expose us to the risk that the price  of natural
gas may increase above the natural gas  cost component included in the price at which we  are
committed to sell the natural gas to our customers.

In an effort to mitigate the volatility  of  our  earnings related to any futures  contracts and to reduce

our  risk related to our fixed price sales  contracts, we operate  under  a  natural  gas hedging policy
pursuant to which we only purchase futures contracts  to  hedge our  exposure to variability in  expected
future cash flows related to a particular  fixed price contract or bid.  Subject to the  conditions set forth
in the policy, we purchase futures contracts  in quantities reasonably expected to effectively  hedge our
exposure to cash flow variability related  to  fixed  price sales  contracts entered into after the  date of the
policy. Unless otherwise agreed in advance by  our  board  of  directors and the  derivatives committee
thereof, we will conduct our futures contract activities and enter into  fixed  price sales contracts  only  in
accordance with the natural gas hedging  policy, a complete  copy of which, as amended effective
May 29, 2008, is filed as Exhibit 99.1  to  our Form 8-K  filed with the Securities and  Exchange
Commission on June 20, 2008. The summary  of the policy described above does not purport to be
complete and is qualified in its entirety by  reference to the  full text of the policy.

Due to the restrictions of our hedging policy, we expect to offer fewer  fixed price sales contracts to

our  customers. If we do offer a fixed price sales contract, we anticipate including  a price component
that would cover our estimated cash  requirements over the duration  of  the underlying futures contracts.
The amount of this price component will vary based on the  anticipated volume and the natural gas
price component to be covered under  the fixed price sales contract.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of  operations is  based upon our

consolidated financial statements, which  have  been prepared in accordance  with U.S. generally accepted
accounting principles (‘‘US GAAP’’). The preparation of financial  statements requires management to
make estimates and assumptions that affect  the reported amounts of assets  and liabilities  and
disclosures of contingent assets and liabilities at  the date of the financial  statements, and revenues  and
expenses recorded during the reporting  periods.

On a periodic basis we evaluate our  estimates based on historical  experience and  various other
assumptions we believe are reasonable  under  the circumstances. Actual results  could  differ  from those

41

estimates under different assumptions  or  conditions. For  further  information on our significant
accounting policies, see note 1 to our consolidated financial statements included in  this  report.

We  believe the following critical accounting policies affect our more  significant judgments and

estimates used in the preparation of our consolidated  financial  statements.

Impairment of Goodwill and Long-Lived  Assets

Goodwill represents the excess of costs incurred over the fair  value of the net assets of acquired
businesses. Goodwill is not amortized.  Instead, it is  tested for impairment on an annual basis or  more
frequently whenever events or changes in circumstances indicate that goodwill may be impaired. We
perform our annual impairment test as  of  the first day of our fourth fiscal quarter and use  qualitative
factors to determine whether goodwill is  more likely  than  not  to  be  impaired. The  qualitative
assessment includes assessing the potential impact on  our reporting unit’s fair value  of  certain events
and circumstances, including macroeconomic conditions, industry and market  considerations, cost
factors, our market capitalization value, and other  relevant entity-specific events. If we conclude  from
the qualitative assessment that goodwill is  more  likely than not to be impaired, then we  perform  a
two-step quantitative impairment test.  We are required to use judgment when applying  the goodwill
impairment test including the identification of reporting units  among other considerations. We
determined we are a single reporting unit for  the purpose of our goodwill impairment  test. Based  upon
our  qualitative assessment of goodwill, we concluded  it is  more likely than  not  that  the fair value of our
reporting unit exceeds its carrying amount  and  no further quantitative analysis was warranted.  During
fiscal 2015, 2014, and 2013, there were no  indicators of impairment to goodwill. Subsequent to
December 31, 2015, our stock price has  declined due  to  adverse macroeconomic conditions surrounding
the energy industry, which are driven  by  depressed oil  prices. As a result of the  recent volatility of  our
market capitalization, it is possible that  our goodwill could become impaired, which could result in  a
material charge and adversely affect our  results of operations.

We  review long-lived assets, which includes property  and equipment and intangible assets for
impairment whenever events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. Recoverability of long-lived assets to be held and used is measured  by  a
comparison of the carrying amount of an  asset  to  future undiscounted  cash flows expected to be
generated by  the asset or asset group. Estimated future cash  flows are determined by management
based on a number of estimates. The determination of fair  value requires significant judgment by
management. If such assets are considered  to  be  impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets  exceeds  the fair value of the
assets.

In the fourth quarter of 2014, we recorded an  impairment to an intangible  asset contract,  acquired
at the time of the Clean Energy Compression  acquisition,  in the amount of $4.8 million.  There were  no
impairments to our long-lived assets  during 2015 or  2013.

Revenue Recognition

We  recognize revenue on various products and services.  Our volume related revenues  primarily

consist of CNG and LNG fuel sales,  RIN and LCFS  Credits sales and O&M services.  These revenues
are recognized in accordance with US  GAAP, which requires  that the following four criteria must be
met before revenue can be recognized: (1)  persuasive evidence  of  an arrangement  exists;  (2) delivery
has occurred and title and the risks and rewards of ownership have  been transferred to the customer or
services have been rendered; (3) the  price  is fixed or determinable;  and  (4) collectability is reasonably
assured. Applying these factors, we typically recognize  revenue from the sale of natural  gas fuel at the
time it is dispensed or, in the case of LNG sales agreements,  delivered to our  customers’  storage
facilities. We  recognize revenue from O&M service agreements as  we  provide the related  services.

42

In certain transactions with our customers, we agree to provide  multiple products or services,
including construction of and sale of a  station, providing  O&M services to the station, and  sale of fuel
to the customer. We evaluate the separability of revenues based on current  FASB authoritative
guidance, which provides a framework  for establishing whether or not a particular arrangement  with a
customer has one or more revenue elements and  allows us to use  a  combination of internal  and
external  objective and reliable evidence  to  develop management’s best  estimate of the  fair value of the
contract elements.  If the arrangement  contains a lease, we use the  existing evidence of  fair value  to
separate the lease from the other elements in the arrangement.  The  arrangement’s consideration  that  is
fixed or determinable is then allocated to each  separate unit of accounting based on the  estimated
relative selling price of each deliverable,  which is determined based on  the historical  data  derived from
our  stand -alone projects. The revenue allocated to the  construction of the station is recognized  using
the completed-contract method. The  revenue allocated to the O&M  is recognized ratably over  the term
of the arrangement and sale of fuel is recognized as  the fuel is delivered.

We  typically recognize revenue on fueling station construction projects where we sell the station to

the customer using the completed-contract  method. The construction contract  is considered to be
substantially completed at the earlier  of customer  acceptance of the fueling station  or the time when
the fuel dispensing activities begin. When  applicable, multi-station construction  contracts are segmented
into phases as negotiated with customers.  Gross margin  related  to  each  phase is recognized at its
substantial completion. For Clean Energy Compression  and  Clean  Energy  Cryogenics, we  use the
percentage-of-completion method of  accounting. In these  circumstances, revenue  is recognized as work
on a contract progresses, based on costs  incurred  in relation to total estimated costs to be incurred for
that project.

We  generate LCFS Credits when we sell RNG and conventional natural gas for use as a vehicle
fuel in California and Oregon, and we  generate RIN Credits when  we  sell RNG  for use as a  vehicle
fuel. We can sell these credits to third  parties who need the RINs and  LCFS Credits to comply with
federal and state emission requirements. We recognize  revenue from the generation  of  these  credits at
the time we have an agreement in place  to sell the credits at  a fixed or determinable price.

Income Taxes

We  compute income taxes under the  asset and liability method. This method requires the

recognition of deferred tax assets and liabilities  for temporary differences between the  financial carrying
amounts and the tax bases of our assets and liabilities. The impact  on deferred  taxes of changes in tax
rates and laws, if any, are applied to  the years during which  temporary  differences are  expected to be
settled and are reflected in the consolidated financial statements  in the period of enactment. We  record
a valuation allowance against any deferred tax assets when  management determines it is more  likely
than not that the assets will not be realized. When evaluating  the need for a  valuation analysis, we use
estimates involving a high degree of judgment  including projected future book  income  and the  amounts
and estimated timing of the reversal  of  any deferred tax  assets and  liabilities.

We  operate within multiple domestic  and foreign taxing jurisdictions  and  are subject to audit  in

these jurisdictions. These audits can  involve complex  issues, which may require an  extended period  of
time for resolution. Although we believe  that adequate  consideration has been given to such issues,  it is
possible that the ultimate resolution  of such issues could  be  significantly different than originally
estimated.

Fair Value Estimates

We  have established a framework for  measuring fair value in accordance  with authoritative
guidance. The framework includes a  hierarchy  for inputs used in  measuring fair  value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most

43

observable inputs be used when available. Observable inputs are  inputs market participants would  use
in valuing the asset or liability developed based  on market data obtained from  sources  independent of
our  Company. Unobservable inputs are  inputs that reflect  our assumptions about  the factors market
participants would use in valuing the asset or liability developed based  upon the  best information
available in the circumstances. The hierarchy consists  of  the following three levels: Level 1 inputs are
quoted prices (unadjusted) in active markets for  identical assets or liabilities; Level 2  inputs  include
quoted prices for similar assets or liabilities  in active markets,  quoted  prices for identical or similar
assets or liabilities in markets that are  not  active,  and  inputs (other  than quoted prices) that are
observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs
for the asset or liability. Categorization  within the valuation hierarchy is  based upon the lowest level of
input that is significant to the fair value  measurement.

Our significant uses of fair value measurements include:

(cid:127) Allocation of the purchase price paid to acquire  businesses  to  the assets  acquired  and liabilities

assumed in those acquisitions,

(cid:127) Assessments of impairment of long-lived  assets

Inputs into the determination of the fair  value of  certain warrants to purchase our  common stock
include the current market price of our  common stock,  exercise  price of the  warrants, volatility of our
stock price, term of the warrants, and  discount rate used. Significant changes  in any  of those inputs in
isolation can result in a significant change in the fair value  measurement. Generally, a  positive change
in the market price of our common stock, an  increase in  the volatility  of our common stock, or  an
increase in the remaining term of the  warrant  would result in a directionally similar  change in the
estimated fair value of the warrants and thus an increase in the associated liability. An increase in  the
assumed discount rate or a decrease in the positive differential between  the warrant’s  exercise  price
and the market price of our common  stock would result  in a decrease in the estimated fair value
measurement of the warrants and thus a decrease in  the associated liability.

Recently Adopted Accounting Changes and Recently Issued and  Adopted  Accounting Standards

See note 1 to our consolidated financial statements  included in  this  report.

Results of Operations

Fiscal Year Ended December 31, 2015 Compared to Fiscal  Year Ended  December 31, 2014

Revenue. Revenue decreased by $44.6 million to $384.3  million  for 2015 from $428.9  million for
2014 due to lower effective pricing and fewer station  construction and compressor sales. Revenue for
station  construction sales decreased by $29.6 million  principally from the  sale of  more station upgrades
and  fewer full station projects in 2015. Full station  projects generally  have substantially higher price
points  than station upgrades. Clean Energy  Compression revenue decreased by $30.3 million due to the
effects of a continued global decline in  oil  prices, the strength of the U.S. dollar and slower  than
expected sales in China. Approximately $24.3  million of the decrease in revenue was  the result of lower
effective prices of gallons delivered, which were  caused  by lower commodity costs in 2015 compared to
2014. Our effective price per gallon charged  was  $0.84 for 2015, a $0.10 per gallon  decrease from $0.94
per gallon charged for 2014. The decrease in our effective  price was due to lower  fuel prices driven by
lower commodity costs, partially offset by  increased RINs and LCFS credits  sales.  The  effective price
per gallon is defined as revenues generated from selling CNG,  LNG,  RNG, any  related RINs  and
LCFS Credits sales and providing O&M services to our  vehicle fleet customers at  stations that we  do
not own and for which we receive a per-gallon fee,  all divided by the  total  GGEs delivered less GGEs
delivered by non-consolidated entities, such as equity  method investments.

44

The decrease in revenue was partially offset by a 43.4 million increase  in the  number of gallons
delivered, from 265.1 million gallons  delivered in  2014 to 308.5 million gallons  delivered in 2015, which
provided approximately $36.6 million in  increased  revenue for 2015  compared to 2014. The increase in
volume was due to a 46.6 million gallon  increase in CNG volume delivered,  which was primarily
attributable to 22 new refuse customers,  six new transit customers, and seven  new trucking customers
partially offset by a decrease of 3.4 million gallons  in RNG  volume delivered, primarily due to the sale
in December 2014  of our interest in  DCE and,  with it, our interest in a RNG extraction and processing
project at the McCommas Bluff landfill  in Dallas,  Texas. LNG volume delivered was relatively flat
between periods.

Cost of sales. Cost of sales decreased by $50.3 million to $258.5  million for 2015,  from $308.8

million for 2014. The decrease was primarily due to fewer station and compressor sales, as we
experienced a $24.0 million decrease in station  installation costs and a $28.1 million  decrease in
compressor costs between periods due to decreased activity. Our effective  cost per gallon decreased by
$0.09 per gallon, from $0.65 per gallon  for 2014 to $0.56 per gallon for 2015. Our effective cost  per
gallon is defined as the total costs associated  with delivering  natural  gas, including  gas commodity  costs,
transportation fees, liquefaction charges,  and  other site operating costs,  plus the total  cost of providing
O&M services at stations that we do not  own  and  for which we receive a per-gallon fee, including
direct technician labor, indirect supervisor  and  management labor, repair parts and  other  direct
maintenance costs, all divided by the  total GGEs  delivered  less GGEs  delivered  by  non-consolidated
entities, such as equity method investments. The decrease in our effective cost  per  gallon was primarily
due to lower natural gas prices. The increased  gas volumes delivered partially  offset by decreased
natural gas prices resulted in a net decrease of $1.2 million in gas commodity  costs. In addition, service
costs increased as a percentage of service revenues during 2015 due to lower  margin services performed
by Clean Energy Cryogenics and Clean Energy Compression  compared to the prior year.  These
decreases were partially offset by a $3.0 million increase between  periods of other  natural gas  delivery
costs.

Gain from change in fair value of derivative warrants. Derivative gains decreased by $4.3 million to

$1.4 million for 2015, from $5.7 million  for 2014. These amounts represent the non-cash impact with
respect to valuing our outstanding warrants based  on our mark-to-market  accounting for  the warrants
during the periods (see note 18 to our  consolidated financial statements included in this report).

Selling, general and administrative. Selling, general and administrative expenses decreased by

$12.7 million to $113.7 million for 2015, from  $126.4 million for 2014. The decrease is primarily
attributable to a $6.7 million decrease  in  employee-related expenses between periods due to
company-wide cost cutting measures.  Reduced expenditures in travel and  entertainment, stock-based
compensation expense, and business  insurance  premiums led to a decrease of $3.0  million compared to
the prior period. Further contributing  to  the decrease  between periods was the absence  in 2015 of
certain events that caused increased  expenses  in  2014, such as $1.3 million in retirement benefits
related to the retirement of our former Chief  Marketing Officer  in 2014 and $0.6 million in severance
costs related to the departure of our former Chief Financial Officer in  2014.

Impairment of long-lived intangible definite lived  assets.

In the fourth quarter of 2014, we recorded

an impairment to an intangible asset contract acquired in  connection  with the  Clean  Energy
Compression acquisition in an amount  of  $4.8 million. There were no impairments  in 2015.

Depreciation and amortization. Depreciation and amortization increased by  $6.1 million to

$55.2 million for 2015, from $49.1 million  for  2014. This increase was primarily due to additional
depreciation expense in 2015 related  to  increased property and  equipment  balances between periods
from our expanded station network and assets  we acquired  in our acquisition of NG Advantage during
the fourth quarter of 2014.

45

Interest expense, net.

Interest expense, net, increased by $50.6 million to $95.0 million for 2015,

from $44.4 million for 2014. This increase  was primarily due to a non-cash charge  related to the
elimination of unamortized debt issuance costs of  $54.9 million  associated with  our termination of our
Credit  Agreement with GE. This increase was  partially offset when compared to interest expense  2014
by the extinguishment of the Mavrix  Note and resulting discontinuation  of  interest  accrual  thereunder
in December 2014. (See note 9 to our consolidated  financial statements included  in this report for a
description of our former Credit Agreement with GE and the Mavrix Note).

Other income (expense), net. Other income (expense), net, increased by $5.2  million to $2.6

million for 2015, from $(2.6) million for  2014. This increase was primarily due to foreign currency
exchange rate changes between periods on our Clean Energy Compression customer  deposits held  in
foreign currencies and a $1.4 million  gain from a litigation  settlement in 2015.

Loss  from equity method investment. Losses from our equity method investments increased by $0.3

million to $0.8 million for 2015, compared  to  a loss  of  $0.5 million for 2014 due to losses  from our
MCEP joint venture, which was formed in September  2014.

Gain from sale of subsidiary.

In 2014, we recorded a gain of $12.0  million from  the sale of DCE
and in 2015 we recorded a related earn-out of $0.9 million. (See note 2 to our consolidated financial
statements included in this report for additional  discussion of the sale of DCE).

Income tax expense.

Income tax expense increased by $0.5 million  to  $1.6 million for 2015

compared to $1.1 million for 2014. The increase is  primarily  attributable to an increase  in our tax  on
foreign operations between periods.

Loss  (income) of noncontrolling interest.

In 2015, we recorded $1.2 million for the  noncontrolling

interest in the net income of NG Advantage and in  2014 we recorded  a total of $1.2 million  for the
noncontrolling interest in the net income  of DCE and NG Advantage. (See note 2  to  our  consolidated
financial statements included in this report for additional discussion of the noncontrolling  interests  in
DCE and NG Advantage). The noncontrolling  interests  represent  the 46.7% noncontrolling  interest in
NG Advantage upon our acquisition of  a 53.3%  interest  in NG Advantage in  October 2014,  and the
30% interest of our joint venture partner in DCE until  September 2014 when we  sold  19% of DCE to
our  joint venture partner, which increased its interest from 30% to 49%. In December 2014, we sold
our  remaining 51% ownership interest in DCE  to  the joint venture partner.

Fiscal Year Ended December 31, 2014 Compared to Fiscal  Year Ended  December 31, 2013

Revenue. Revenue increased by $76.4 million to  $428.9 million  for  2014 from $352.5  million for

2013. A portion of this increase was the result of a 50.7 million increase in the number of gallons
delivered between periods, from 214.4 million gasoline gallon equivalents in  2013 to 265.1 million
gasoline gallon equivalents in 2014. The  increase in volume was  primarily from  an increase in  CNG
sales of 38.7 million gallons. Our net increase in  CNG volume  was primarily from 26  new refuse
customers, 16 new transit customers,  five  new airport customers,  and four  new trucking customers,
which together accounted for 18.4 million  gallons of the CNG volume increase,  and an  additional
4.6 million CNG gallons sold as a result of our acquisition and  purchase of  a CNG station from NG
Advantage in 2014. We also experienced  an increase of 20.7 million  gallons in  CNG  volume between
periods from our existing airport, refuse and  trucking  customers. These CNG  gallon increases were
offset by a decline of 2.2 million gallons  associated with the  sale of our  49% interest in our Peruvian
joint venture in March 2013 and 2.8 million gallons related  to  the loss of  three CNG O&M service
stations for one transit customer. Further, we experienced an  increase of 10.3  million  gallons in LNG
volume between periods, which was primarily due to 7.1  million gallons from 15 new refuse, transit,
trucking and industrial customers, and 3.2 million  gallons from existing trucking, refuse, transit and
industrial customers. We experienced a 1.7 million gallons increase  between periods in our RNG sales,

46

primarily due to increased RNG production at  our facilities in Canton, Michigan and North  Shelby,
Tennessee. The increase was offset by a  decrease in RNG sales at our  Dallas, Texas  facility,  which was
sold in December 2014 in connection with the sale of our interest in DCE  and, with it,  our interest in  a
RNG  extraction and processing project at  the McCommas Bluff landfill in Dallas,  Texas. Revenue
attributable to the design and construction of fueling stations and code-compliant maintenance facilities
sold to our customers increased by $40.3  million  between periods,  primarily due to completion of  16
new CNG stations for new refuse, airport,  transit and industrial  customers and 18 upgrades  for CNG
stations for existing refuse and transit  customers. Revenue attributable to Clean Energy Compression
increased between  periods by $7.3 million.  Our effective  price per gallon was  $0.94 for  2014, a $0.03
per  gallon increase from $0.91 in 2013. The increase  in the effective price per gallon was primarily due
to higher natural gas prices in 2014, upon which we base a portion of our pricing to our customers.

The increases in revenues was partially offset by a  $17.0 million decrease in  VETC revenue

primarily due to our recording of $20.8 million of 2012  VETC revenue in the  first  quarter  of 2013 as  a
result of legislation passed in January 2013  that retroactively  reinstated  the fuel tax credit  to  January 1,
2012. Additionally, we experienced a decrease  of $7.0 million in  the sales  of natural gas vehicle
equipment and emission control services by  BAF between periods due to the sale of BAF in June 2013.

Cost of sales. Cost of sales increased by $84.0 million to $308.8  million  for 2014, from

$224.8 million for 2013. The increase  was primarily due  to  increased  costs related  to  delivering  and
servicing more volume to our customers. Our  effective  cost per gallon increased  by  $0.07 per gallon,
from $0.58 per gallon in 2013 to $0.65 per gallon  in 2014. This increase was primarily the result of
higher natural gas and LNG delivery costs between periods. Additionally,  station construction  costs
increased by $33.9 million between periods as  station construction sales increased between periods.
Also contributing to the cost of sales increase was a $10.3 million  increase in costs related  to  Clean
Energy Compression primarily due to  increased compressor sales between periods and higher
manufacturing costs related to equipment sold for a mining power project in Australia during 2014.
These increases were partially offset by a $6.8 million decrease in  costs related  to  BAF’s vehicle
equipment sales and emission control services, as we sold BAF in June 2013.

Gain from change in fair value of derivative warrants. Derivative gains increased by $4.8 million to

$5.7 million for 2014, from $0.9 million  for 2013. These amounts represent the non-cash impact with
respect to valuing our outstanding warrants based  on our mark-to-market  accounting for  the warrants
during the periods (see note 18 to our  consolidated financial statements included in this report).

Selling, general and administrative. Selling, general and administrative expenses decreased by

$11.6 million to $126.4 million for 2014, from  $138.0 million for 2013. The decrease is primarily
attributable to a decrease in our stock based  compensation  expense of $11.5 million  in 2014. In
addition, we experienced decreases in travel  and entertainment expenses of $2.1 million, decreases in
natural gas policy and promotion expenses  of $1.6  million,  decreases in costs related to vacating in 2013
our  former offices in Seal Beach, California of $1.6 million and decreases in  research  and development
costs of $0.3 million. These decreases were partially offset by an  increase in our salaries and employee
benefits by $5.4 million between periods,  primarily due  to  higher average salaries and benefits per
employee in 2014 compared to 2013,  as we increased  our operations  headcount by 44 and hired more
management level positions between  periods  to  help  support America’s Natural Gas  Highway and our
continued business expansion. A portion  of the increase in  our salaries and employee benefits is due to
$1.3 million in retirement benefits related  to  the retirement of our former Chief Marketing  Officer in
2014 and $0.6 million in severance costs  related  to  the departure of our former  Chief Financial Officer
in 2014.

Impairment of long-lived intangible definite lived  assets.

In the fourth quarter of 2014, we recorded

an impairment to an intangible asset contract acquired in  connection  with the  Clean  Energy
Compression acquisition in an amount  of  $4.8 million. There were no impairments  in 2013.

47

Depreciation and amortization. Depreciation and amortization increased by $6.8 million to $49.1
million for 2014, from $42.3 million for  2013. This  increase was primarily due to additional depreciation
expense in 2014 related to increased property and equipment balances between periods,  which primarily
resulted from our expanded station network, including our  efforts to build-out  America’s Natural Gas
Highway.

Interest expense, net.

Interest expense, net, increased by $15.1  million to $44.4 million for 2014,
from $29.3 million for 2013. This increase  was primarily the result of an increase in interest  expense
related to the $50.0 million of convertible  notes  we issued in June 2013,  the $250.0 million of
convertible notes we issued in September  2013, the aggregate $15.0  million  advanced under the Mavrix
Note during 2013, and the $12.4 million  Canton Bonds issued in March 2014. An early termination fee
of $0.8 million, incurred upon our repayment in full of  the Mavrix Note  in connection with the sale of
DCE, and additional debt issuance costs  of $0.9 million associated with the issuance of the Canton
Bonds were also expensed and included in interest  expense in  2014 (see note  9 to our consolidated
financial statements included in this report  for a  description of our outstanding debt).

Other income (expense), net. Other income (expense), net, increased by ($1.6) million  to ($2.6)

million for 2014, from ($1.0) million for  2013. This increase was primarily due to foreign currency
exchange rate changes between periods on  our Clean Energy Compression customer  deposits held  in
foreign currencies.

Loss  from equity method investment. Losses from our equity method investments increased by
$0.4 million to $0.5 million for 2014, from $0.1 million for 2013. This  increase was primarily due to
losses from our MCEP joint venture, which  was  formed  in September 2014.  During 2013, we recorded
$0.1 million of equity in the loss of our  49% interest in our Peruvian joint venture. We completed the
sale of our interest in our Peruvian joint  venture in March 2013.

Gain from sale of equity method investment.
of our 49% interest in our Peruvian joint venture.

In 2013, we recorded a $4.7 million gain from  the sale

Gain from sale of subsidiary.

In 2014, we recorded a gain of $12.0  million from  the sale of DCE.

During  2013, we recorded a $14.1 million gain from the sale of BAF.

Income tax expense.

Income tax expense decreased by $2.6  million to $1.1 million  for  2014

compared to $3.7 million for 2013. The decrease is primarily attributable to a decrease in our  tax on
foreign operations between periods, which in 2013 included $1.4 million of taxes that arose from the
sale of our interest in our Peruvian joint  venture.

Loss  (income) of noncontrolling interest. During 2014 and 2013, we recorded $1.2 million and
$0 million, respectively, for the noncontrolling interest  in the net income of DCE and NG  Advantage.
(see note 2 to our consolidated financial  statements included in this report for  additional discussion of
the noncontrolling interests in DCE and  NG Advantage).

Seasonality and Inflation

To some extent, we experience seasonality in our results of operations.  Natural gas  vehicle  fuel
amounts consumed by some of our customers tend  to  be  higher  in summer months when  buses  and
other fleet vehicles use more fuel to power  their air conditioning systems.  Natural gas commodity prices
tend to be higher in the fall and winter months due to increased overall demand for natural gas for
heating during these periods.

Since our inception, inflation has not  significantly affected our operating results.  However, costs
for construction, repairs, maintenance,  electricity and insurance are all  subject  to  inflationary pressures,
which  could affect our ability to maintain  our  stations adequately, build  new  stations, expand our

48

existing facilities or pursue additional  RNG production projects, or  could materially  increase our
operating costs.

Liquidity and Capital Resources

We  require cash to fund our capital expenditures, operating  expenses and working  capital

requirements, including outlays for the  design  and construction of  new fueling stations,  debt repayments
and repurchases, maintenance of LNG production  facilities, the purchase of new CNG tanker trailers,
investment in RNG production, manufacturing natural gas fueling compressors and related  equipment,
mergers  and acquisitions, financing natural gas vehicles  for  our customers and general  corporate
purposes, including geographic expansion  (domestically  and internationally), pursuing new customer
markets, supporting our sales and marketing  activities, supporting legislative and regulatory initiatives
and for working capital. Historically, our  principal sources of liquidity have  consisted of cash on  hand,
cash provided by financing activities,  cash  provided by sales of assets,  and  if available, grants,  VETC
and other credits.

Liquidity

We  expect cash from our operating activities to fluctuate  as a result of a number of factors,
including our operating results, the timing of our billing, collections and  liability payments, completion
of our station construction projects, government grants, and the timing  and amount of  tax and other
fuel credits. Cash used in operating activities was $12.1 million in  2015, a decrease  of  $63.9 million,
compared to $76.0 million used in 2014.  The decrease  between periods  is primarily due to an
improvement in our net loss of $26.4  million, net of  non-cash adjustments,  and increased cash from
changes in operating assets and liabilities  of approximately $37.5  million which includes the  cash receipt
of $28.4 million of VETC revenues attributable to natural  gas vehicle fuel sales in 2014, plus $9.1
million of normal changes in working capital due to timing differences.

Cash used in investing activities was $33.9 million in 2015,  a decrease  of  $13.0 million, compared

to $46.9 million in 2014. Capital expenditures decreased by  $37.2 million  primarily due to our purchase
in 2014 of 67 CNG-In-A-Box units (relatively small turn-key, self-contained  CNG  stations)  for
$18.4 million which were not repeated  in 2015 and less  construction of Company owned stations
between periods. In 2014, we received $39.8 million  in net cash proceeds  for the  sale of  DCE  and in
2015 we received an additional $1.1 million  for  certain related performance tests. Additionally, we had
an increase of $3.9 million of cash provided  from our  maturities, net of purchases  of short  term
investments, and a decrease of $6.6 million used for investments in  other entities due to the absence of
any such investments in 2015.

Cash provided by financing activities  was $0.4 million in 2015, an  increase of $26.2 million,
compared to $25.8 million used in 2014.  The change  was  primarily due  to  the excess of repayments of
borrowings over proceeds from such borrowings in  2014 that was not repeated in 2015.  The repayments
in 2014 relate to the payoffs of a revolving line of credit  and the Mavrix  Note. Offsetting the
repayments in 2014 was proceeds from the  issuance  of  the Canton  Bonds  by  our Canton subsidiary  for
$12.4 million in 2014, with no issuance in 2015.  Additionally, there was an increase  of $4.0 million in
proceeds from issuances of common  stock in  2015 which  includes cash  received  from our  ATM
Program described below.

Our financial position and liquidity are, and will continue to be, influenced by a variety of factors,
including our ability to generate cash  flows from operations, the  level of our outstanding indebtedness
and the principal and interest we are  obligated to pay on our indebtedness, our  capital expenditure
requirements (which consist primarily  of  station  construction costs and the purchase of CNG tanker
trailers and, to a lesser extent, LNG  plant maintenance costs and RNG plant construction and
maintenance costs) and any merger, divestiture or acquisition activity.

49

Sources of Cash

Historically, our principal sources of liquidity  have consisted  of  cash on hand,  cash provided by

financing activities, cash provided by  sales  of assets, and, if available, grants,  VETC and other credits.
At December 31, 2015 we had total cash  and  cash equivalents and  short-term investments of $146.7
million, compared to $214.9 million at December  31, 2014.

On June 14, 2013, T. Boone Pickens and Green  Energy  Investment Holdings, LLC delivered

$50.0 million to us in satisfaction of  a funding requirement under  the 7.5% Notes.

In September 2013, we completed a private  offering  of the 5.25% Notes. The net  proceeds from

the sale of the 5.25% Notes after the payment of certain debt issuance  costs of $7.8 million  were
approximately $242.2 million, which we have used, and intend  to  continue to use, to fund capital
expenditures and for general corporate purposes.

On March 19, 2014, Canton completed the  issuance  of  the Canton  Bonds  in the aggregate
principal amount of $12.4 million. The proceeds were used primarily to (i)  refinance the  cost of
constructing and equipping its RNG  extraction  and  production project in  Canton, Michigan  and (ii) pay
a portion of the cost associated with  the  issuance  of  the Canton  Bonds.

On November 11, 2015, we entered into an equity distribution agreement with Citigroup  Global
Markets Inc. (‘‘Citigroup’’), as sales agent  and/or principal, pursuant to which we  may issue  and sell,
from time to time, through or to Citigroup  shares of our common stock  having an  aggregate  offering
price of up to $75.0 million in an at-the-market offering program (the ‘‘ATM Program’’).  As of
December 31, 2015, we received $6.5  million in proceeds, net of  $0.5 million  in fees and  issuance  costs,
and issued 1,561,902 shares of our common stock in the  ATM Program. We  intend to use any net
proceeds from the ATM Program for  general corporate purposes, which may include  repaying all or a
portion of our outstanding SLG Notes.  See notes 9 and  11 to our consolidated financial statements
included in this report for further information.  Subsequent to December 31, 2015, we have  received  an
additional $12.7 million in proceeds,  net of $0.4 million in  fees  and  issuance costs, and  we have  issued
an additional 4,787,342 shares of our  common stock in the  ATM Program.

On February 29, 2016, we entered into  a loan and security  agreement with,  and issued  a related
promissory note to, PlainsCapital Bank (‘‘Plains’’), pursuant to which Plains agreed  to  lend us up to
$50.0 million on a revolving basis for a term of one year (the ‘‘Credit Facility’’). Simultaneously, we
drew down $50.0 million under this Credit Facility.

See note 9 to our consolidated financial statements  included in  this  report  for a  description of all

of our outstanding debt.

We  believe that our current cash, cash  equivalents and short-term investments, cash generated

from operations and financing activities  will  satisfy our routine business requirements  for at least the
next twelve months and the foreseeable  future.

Capital Expenditures

Our business plan calls for approximately $25.5 million in  capital  expenditures  in 2016, primarily

related to construction of CNG and LNG fueling  stations and the purchase of CNG trailers  by  NG
Advantage. Additionally, we had total consolidated indebtedness  of approximately  $572.4 million as of
December 31, 2015, of which approximately  $150.1 million, $5.5 million, $305.1  million, $54.7 million,
$53.1 million, and $4.0 million is expected to become  due  in 2016, 2017,  2018, 2019, 2020, and
thereafter, respectively. In addition, in February 2016, we entered  into  a  loan and security agreement
with, and issued a related promissory  note to, PlainsCapital Bank,  pursuant to which we  may incur
additional indebtedness in the principal amount  up to $50.0 million. We expect our total consolidated
interest payment obligations relating  to  our indebtedness to be approximately $32.0  million  for the  year

50

ending December 31, 2016. With respect  to  certain of our outstanding indebtedness due in 2016, we
anticipate repaying, with a combination of cash and shares  of our common stock, all or  some portion of
the outstanding principal amount of SLG  Notes (as defined and discussed in note 9 to our consolidated
financial statements included in this report),  together with accrued and unpaid interest, on or prior to
their August 2016 maturity date. To this  end, on March 1,  2016 and  pursuant to the consent of the
holders  of the SLG Notes, we prepaid an  aggregate of $60.0  million in principal amount and  $1.8
million in accrued and unpaid interest owed under  the SLG Notes. In addition, with  respect to certain
of our outstanding indebtedness due  in  2018, in February 2016, our  board of directors authorized and
approved our use of up to $25.0 million  to  opportunistically purchase in  the open market our
outstanding 5.25% Notes (as defined and discussed in note  9 to our consolidated financial statements
included in this report). Pursuant to such  approval, on  February 18,  2016, we purchased $32.5 million
in face amount of our 5.25% Notes for an aggregate purchase  price of $16.8  million. We are permitted
to repay up to $295.0 million of our consolidated indebtedness outstanding  at December 31, 2015 at
maturity with shares of our common  stock  rather than cash, with the  amount  of shares determined by
the then-current trading price of our  common  stock. Any  such issuance would  increase the number of
our  outstanding shares and may significantly dilute the ownership interest of  our stockholders.

We  may also elect to invest additional amounts  in companies,  assets or joint ventures  in the
natural gas fueling infrastructure, vehicle  or services industries, including RNG  production  or use
capital for other activities or pursuits.  We will  need to raise additional capital to fund any  capital
expenditures, investments, debt repayments or repurchases that  we  cannot fund through available cash
or cash generated by operations or that we cannot fund  through other sources, such  as with our
common stock. The timing and necessity  of any future  capital raised will depend on  various factors,
including our rate of new station construction, debt repayments  or repurchases  (either  prior to or at
maturity), any potential merger or acquisition activity, and other  factors described  above under
‘‘Liquidity and Capital Resources.’’ We  may  seek to raise additional capital through  one or more
sources, including, among others, selling assets, obtaining new or restructuring existing  debt,  obtaining
equity capital, or any combination of  these  or other available sources of capital.  We  may not be able to
raise capital when needed on terms that  are  favorable  to  us or existing stockholders, or  at all. Any
inability to raise capital may impair our  ability to build new stations, develop natural gas fueling
infrastructure, invest in strategic transactions or acquisitions or  repay our outstanding indebtedness and
may reduce our ability to grow our business and generate sustained or increased  revenues.

Contractual Obligations

The following represents the scheduled  maturities of our contractual obligations as of

December 31, 2015:

Contractual Obligations: (in thousands)

Long-term debt and capital lease obligations(a)
Operating lease commitments(b) . . . . . . . . . . .
Long-term ‘‘take or pay’’ natural gas  purchase

commitment contracts(c) . . . . . . . . . . . . . . .
Construction  contracts(d) . . . . . . . . . . . . . . . .

Payments Due by Period

Total

Less than
1 year

1 - 3 years

3 - 5 years

More than
5 years

$665,472
54,025

$183,985
7,998

$360,528
13,856

$116,709
11,297

$ 4,250
20,874

9,959
9,865

4,650
9,865

4,332
—

977
—

—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$739,321

$206,498

$378,716

$128,983

$25,124

(a) Consists of long-term debt and capital lease obligations to finance acquisitions  and equipment

purchases, including future interest payments.

51

(b) Consists of various space and ground leases for our California  LNG  plant, office spaces and

fueling stations as well as leases for equipment.

(c) Represents our estimates for two long-term  fixed  ‘‘take-or-pay’’  natural gas purchase commitment

contracts.

(d) Consists of our obligations to fund various fueling  station construction  projects,  net of amounts
funded through December 31, 2015, and excluding  contractual commitments related to station
sales contracts.

Off-Balance Sheet Arrangements

At December 31, 2015, we had the following off-balance sheet arrangements  that  had, or  are

reasonably likely to have, a material  effect  on our financial condition:

(cid:127) outstanding surety bonds for construction contracts and general corporate  purposes totaling

$58.8 million ;

(cid:127) two long-term take-or-pay contracts  for the  purchase  of natural gas;  and

(cid:127) operating leases where we are the  lessee.

We  provide surety bonds primarily for construction contracts in the  ordinary course of business, as

a form of guarantee. No liability has been recorded in  connection with  our  surety  bonds as we do not
believe, based on historical experience  and information currently available, that it  is probable that any
amounts will be required to be paid  under these arrangements for which we  will  not  be  reimbursed.

We  have two long-term take-or-pay contracts that require  us to purchase minimum volumes of

natural gas at index based prices which expire in October 2017 and December 2020, respectively.

We  have entered into operating lease arrangements for certain equipment  and for our office  and
field operating locations in the ordinary  course of business. The terms of  our  leases expire  at various
dates through 2021. Additionally, in November 2006, we entered  into  a ground lease  for 36 acres  in
California on which we built our California LNG  liquefaction plant. The lease  is for an initial  term of
thirty years and requires payments of $0.2 million per year, plus up to $0.1 million per year for each
30 million gallons of production capacity  utilized, subject  to future adjustment  based on consumer price
index  changes. We must also pay a royalty to the  landlord for  each  gallon of LNG produced  at the
facility, as well as a fee for certain other services  that the landlord  provides.

Item 7A. Quantitative and Qualitative  Disclosures about Market  Risk.

In the ordinary course of business, we are exposed  to  various market risks, including  commodity

price risk and risks related to foreign  currency exchange  rates.

Commodity Price Risk.

We  are subject to market risk with respect to our  sales of  natural  gas, which have  historically been
subject to volatile market conditions. Our  exposure to market risk is heightened when we  have a fixed
price sales contract with a customer  that  is  not  covered by a futures contract, or when we  are otherwise
unable to pass through natural gas price increases to customers. Natural gas prices and  availability are
affected by many factors, including, among others, weather conditions, overall economic conditions and
foreign and domestic government regulations and relations.

Natural gas costs represented 26% (or 31% excluding Clean  Energy Compression  and Clean

Energy Cryogenics) of our cost of sales for 2014 and 29%  (or  32% excluding Clean Energy
Compression and Clean Energy Cryogenics) of our cost  of sales for 2015.

52

To reduce price risk caused by market fluctuations in natural gas, we  may enter into exchange

traded natural gas futures contracts.  These  arrangements expose us  to  the risk  of financial  loss in
situations where the other party to the contract  defaults on the contract or there  is a change in the
expected differential between the underlying price in the contract and the actual  price of natural gas we
pay at the delivery point. We did not have any futures contracts outstanding at December  31, 2015.

Foreign Currency Exchange Rate Risk.

Because we have foreign operations,  we are exposed to foreign currency exchange gains  and losses.

Since the functional currency of our foreign  subsidiaries  is in their  local currency, the currency effects
of translating the financial statements of  these foreign subsidiaries, which operate in local currency
environments, are included in the accumulated other  comprehensive income (loss) component of
consolidated equity in our consolidated  financial statements  and do not impact earnings.  However,
foreign currency transaction gains and losses not in our subsidiaries’ functional currency do impact
earnings and resulted in approximately  $1.0 million of gains  in 2015. During 2015,  our primary
exposure to foreign currency rates related to our Canadian operations  that had certain outstanding
accounts receivable and accounts payable denominated in the U.S. dollar which  were not hedged.

We  have prepared a sensitivity analysis to estimate  our  exposure to market risk with respect to our

monetary transactions denominated in foreign currency. If the exchange rates on these assets and
liabilities were to fluctuate by 10% from  rates  as of December 31, 2015, we would expect  a
corresponding fluctuation in the value  of the assets  and liabilities of  approximately  $1.8 million.

53

Item 8. Financial Statements and Supplementary Data.

Quarterly Results of Operations

The following tables set forth our quarterly consolidated statements of operations data for the
eight quarters ended December 31, 2015. The information for each quarter is  unaudited and we have
prepared the  information on the same basis  as the audited consolidated financial statements included in
this  annual report on Form 10-K. This information  includes all  adjustments that management  considers
necessary for the fair presentation of such  data. See Item 7. Management’s Discussion  and Analysis of
Financial Condition and Results of Operations for descriptions of the effects  of  any extraordinary,
unusual or infrequently occurring items  recognized in any of the  periods covered by the below quarterly
data. The quarterly data should be read  together with our  consolidated financial statements and related
notes included in this annual report on Form 10-K.  The results of  operations  for any one quarter are
not necessarily indicative of results to be expected  in the current period or any  future period.

Quarterly Financial Data (Unaudited)
(In  thousands, except share data)

For the Quarter Ended

March 31,
2014

June 30,
2014

September 30,
2014

December 31,
2014

Revenue:

Product revenues . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenues . . . . . . . . . . . . . . . . . . . . . . . . .

$ 85,789
9,486

$ 86,473
11,660

$ 90,448
12,972

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . .

95,275

98,133

103,420

$117,489
14,623

132,112

Operating expenses:

Cost of sales (exclusive of depreciation and
amortization shown separately below):
Product cost of sales . . . . . . . . . . . . . . . . . . . . .
Service cost of sales . . . . . . . . . . . . . . . . . . . . .
Derivative (gains) losses on warrant valuation . . . .
Selling, general and administrative . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .
Impairment of long-lived intangible definite  lived

67,867
3,764
(4,455)
33,490
11,515

69,175
4,080
2,286
34,400
11,608

79,021
4,953
(3,255)
28,240
12,325

75,399
4,528
(324)
30,305
13,610

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

4,772

Total operating expenses . . . . . . . . . . . . . . . . . . . . .

112,181

121,549

121,284

128,290

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . .
Loss from equity method investments . . . . . . . . . . . .
Gain (loss) from sale of subsidiary . . . . . . . . . . . . . .

Loss before income taxes . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . .

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss of noncontrolling interest . . . . . . . . . . . . . . . . .

Net income (loss) attributable to Clean Energy

(16,906)
(9,510)
(1,286)
—
—

(27,702)
(962)

(28,664)
(71)

(23,416)
(10,130)
1,121
—
—

(32,425)
(147)

(32,572)
(266)

(17,864)
(10,676)
(880)
—
—

(29,420)
(811)

(30,231)
(138)

Fuels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (28,593) $ (32,306)

$ (30,093)

Basic income (loss) per share . . . . . . . . . . . . . . . . . .

Fully diluted income (loss) per share . . . . . . . . . . . .

$

$

(0.30) $

(0.34)

(0.30) $

(0.34)

$

$

(0.32)

(0.32)

3,822
(14,041)
(1,526)
(490)
11,998

(237)
845

608
(725)

$

$

$

1,333

0.01

0.01

54

For the Quarter Ended

March 31,
2015

June 30,
2015

September 30,
2015

December 31,
2015

Revenue:

Product revenues . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenues . . . . . . . . . . . . . . . . . . . . . . . . .

$ 69,297
16,551

$ 75,744
11,124

$ 77,355
14,902

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . .

85,848

86,868

92,257

$106,772
12,575

119,347

Operating expenses:

Cost of sales (exclusive of depreciation and
amortization shown separately below):
Product cost of sales . . . . . . . . . . . . . . . . . . . . .
Service cost of sales . . . . . . . . . . . . . . . . . . . . .
Derivative (gains) losses on warrant valuation . . . .
Selling, general and administrative . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .

55,379
9,354
(883)
30,233
12,886

59,387
4,399
300
28,994
13,402

59,313
7,410
(502)
27,800
14,000

56,542
6,701
(329)
26,626
14,931

Total operating expenses . . . . . . . . . . . . . . . . . . . . .

106,969

106,482

108,021

104,471

Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . .
Loss from equity method investments . . . . . . . . . . . .

Loss before income taxes . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . .

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss of noncontrolling interest . . . . . . . . . . . . . . . . .

(21,121)
(9,895)
547
(204)

(30,673)
(854)

(31,527)
(380)

(19,614)
(9,973)
317
(345)

(29,615)
(740)

(30,355)
(393)

(15,764)
(10,152)
2,648
(154)

(23,422)
241

(23,181)
(62)

14,876
(64,950)
52
(112)

(50,134)
(261)

(50,395)
(381)

Net loss attributable to Clean Energy  Fuels Corp.

. .

$ (31,147) $ (29,962)

$ (23,119)

$ (50,014)

Basic loss per share . . . . . . . . . . . . . . . . . . . . . . . . .

Fully diluted loss per share . . . . . . . . . . . . . . . . . . .

$

$

(0.34) $

(0.33)

(0.34) $

(0.33)

$

$

(0.25)

(0.25)

$

$

(0.54)

(0.54)

55

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements

Report of Independent Registered Public Accounting  Firm . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’  Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

57
59
60
61
62
63
64

Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

109

56

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders
Clean Energy Fuels Corp.:

We  have audited the accompanying consolidated balance sheets of Clean Energy Fuels Corp.  and

subsidiaries (the Company) as of December 31, 2014  and  2015,  and the related  consolidated  statements
of operations, comprehensive income (loss), stockholders’ equity,  and cash flows for each of the  years
in the three-year period ended December 31, 2015.  In connection with  our audits of the  consolidated
financial statements, we have also audited the related financial statement schedule. We also have
audited the Company’s internal control  over financial reporting as of December 31,  2015, based  on
criteria established in  Internal Control—Integrated Framework  (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management  is
responsible for these consolidated financial statements and financial statement schedule, for
maintaining effective internal control  over financial  reporting, and for its assessment of the
effectiveness of internal control over  financial reporting,  included in  the accompanying  Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is  to  express  an opinion on
these consolidated financial statements  and financial statement schedule and an opinion  on the
Company’s internal control over financial reporting 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 audits to
obtain reasonable assurance about whether the  financial statements  are  free of material misstatement
and whether effective internal control over financial reporting  was  maintained in all material respects.
Our audits of the consolidated financial  statements  included 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. Our audit of internal control over financial reporting  included obtaining an  understanding
of internal control over financial reporting,  assessing  the risk that  a material weakness exists,  and
testing and evaluating the design and  operating effectiveness of internal  control  based on  the assessed
risk. Our audits also included performing  such  other  procedures  as we considered  necessary  in the
circumstances. We believe that our audits  provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal
control over financial reporting includes those policies and procedures that (1)  pertain to the
maintenance of records that, in reasonable  detail, accurately and fairly reflect the  transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions  are
recorded  as necessary to permit preparation of financial statements in  accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made  only
in accordance with authorizations of management and directors of the company; and  (3) provide
reasonable assurance regarding prevention  or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that  could have a material effect on the financial statements.

Because of its inherent limitations, internal control over  financial  reporting may not prevent or

detect misstatements. Also, projections  of any evaluation  of  effectiveness to future periods are  subject
to the risk that controls may become inadequate  because of changes in conditions, or  that  the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly,  in all

material respects, the financial position of  Clean  Energy Fuels Corp. and subsidiaries as  of
December 31, 2014 and 2015, and the results of its operations and its cash flows for  each of the years
in the three-year period ended December 31, 2015,  in conformity  with U.S. generally accepted

57

accounting principles. Also in our opinion, the related financial statement schedule, when  considered in
relation to the basic consolidated financial statements taken as a whole, presents fairly, in  all  material
aspects, the information set forth therein.  Also, in our opinion,  Clean Energy Fuels Corp.  and
subsidiaries maintained, in all material  respects, effective  internal control  over financial reporting as  of
December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring  Organizations  of  the Treadway Commission (COSO).

/s/ KPMG LLP

Irvine, California
March 3, 2016

58

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

Current assets:

Assets

Cash and  cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowance for  doubtful  accounts  of $752  and

$1,895 as of December  31, 2014  and  December 31, 2015,  respectively . . . . .
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land, property and equipment, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes receivable and other long-term  assets,  net . . . . . . . . . . . . . . . . . . . . . . .
Investments in other entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net

December 31,
2014

December 31,
2015

$

92,381
6,012
122,546

$

43,724
4,240
102,944

81,970
56,223
34,696
19,811

413,639
514,269
71,904
6,510
98,726
55,361

73,645
60,667
29,289
14,930

329,439
516,324
19,723
5,695
91,967
42,644

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,160,409

$1,005,792

Current liabilities:

Liabilities and Stockholders’ Equity

Current portion  of debt and capital lease obligations . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term portion of  debt  and  capital  lease  obligations . . . . . . . . . . . . . . . . . .
Long-term debt,  related  party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,846
43,922
56,760
14,683

120,211
500,824
65,000
9,339

695,374

$ 150,129
26,906
59,082
10,549

246,666
357,285
65,000
7,896

676,847

Commitments and contingencies
Stockholders’ equity:

Preferred stock,  $0.0001 par  value. Authorized 1,000,000 shares;  issued  and

outstanding no shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

Common stock, $0.0001  par value. Authorized 224,000,000  shares; issued  and

outstanding 90,203,344  shares and outstanding  92,382,717 shares  at
December 31,  2014 and December 31, 2015, respectively . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive  income  (loss) . . . . . . . . . . . . . . . . . . . . .

Total Clean  Energy Fuels Corp. stockholders’  equity . . . . . . . . . . . . . . . . .
Noncontrolling interest in subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9
898,106
(457,441)
(3,248)

437,426
27,609

465,035

9
915,199
(591,683)
(20,973)

302,552
26,393

328,945

Total liabilities  and stockholders’  equity . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,160,409

$1,005,792

See accompanying notes to consolidated financial statements.

59

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share  data)

Revenue:

Product revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

310,813
41,662

352,475

$

380,199
48,741

428,940

329,168
55,152

384,320

Years Ended December 31,

2013

2014

2015

Operating expenses:

Cost of sales (exclusive of depreciation and  amortization

shown separately below):
Product cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain from change in fair value of derivative  warrants . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Impairment of long-lived asset . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . .

Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . .
Loss from equity method investments . . . . . . . . . . . . . . . . .
Gain from sale of equity method investment
. . . . . . . . . . . .
Gain from sale of subsidiary . . . . . . . . . . . . . . . . . . . . . . . .

Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .

Loss (income) of noncontrolling interest

Net loss attributable to Clean Energy  Fuels  Corp.

. . . . .

Loss per share:

Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average common shares outstanding:

213,593
11,169
(938)
138,024
42,318
—

404,166

(51,691)
(29,287)
(970)
(76)
4,705
14,115

(63,204)
(3,715)

(66,919)
(49)

291,462
17,325
(5,748)
126,435
49,058
4,772

483,304

(54,364)
(44,357)
(2,571)
(490)
—
11,998

(89,784)
(1,075)

(90,859)
1,200

230,621
27,864
(1,414)
113,653
55,219
—

425,943

(41,623)
(94,970)
2,627
(815)
—
937

(133,844)
(1,614)

(135,458)
1,216

$

$

(66,968) $

(89,659) $ (134,242)

(0.71) $

(0.96) $

(1.47)

Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,958,758

93,678,432

91,607,578

See accompanying notes to consolidated financial statements.

60

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Year Ended December  31, 2013

Year Ended December 31,  2014

Year  Ended  December  31, 2015

Clean
Energy
Fuels
Corp

Noncontrolling
Interest

Total

Clean
Energy
Fuels
Corp

Noncontrolling
Interest

Total

Clean
Energy
Fuels
Corp

Noncontrolling
Interest

Total

.

.

. $(66,968)

$49

$(66,919) $(89,659)

$(1,200)

$(90,859) $(134,242)

(1,216)

$(135,458)

Net income  (loss) .
.
Other comprehensive  income

.

.

.

.

.

(loss), net of tax:
Foreign currency translation

.

adjustments net of $0  tax  in
.
.
2013, 2014 and  2015 .
Foreign currency  adjustments
on intra-entity long-term
investments, net of $0  tax in
2013, 2014 and 2015 .
.
.
Unrealized gains  (losses)  on

.

.

.

(1,680)

—

(1,680)

(7,958)

—

(7,958)

(9,653)

(4,834)

—

(4,834)

4,866

available-for sale securities,
net of $0 tax in 2013, 2014,
.
.
and 2015 .

.
Unrecognized gains on

.

.

.

.

.

.

.

.

(445)

derivatives, net of  $0 tax in
.
2013, 2014 and 2015 .

.

.

.

Total other comprehensive  income
.
.

(loss)

.

.

.

.

.

.

.

.

.

.

.

.

.

108

(6,851)

Comprehensive income  (loss) .

.

. $(73,819)

—

—

—

$49

(445)

544

108

—

(6,851)

(2,548)

—

—

—

—

4,866

(8,078)

544

—

6

—

(2,548)

(17,725)

$(73,770) $(92,207)

$(1,200)

$(93,407) $(151,967)

$(1,216)

$(153,183)

—

—

—

—

—

(9,653)

(8,078)

6

—

(17,725)

See accompanying notes to consolidated financial statements.

61

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  STOCKHOLDERS’ EQUITY

(In thousands, except share data)

Common stock

Shares

Amount

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other

(Accumulated Comprehensive
Income (Loss)

Deficit)

Noncontrolling
Interest in
Subsidiary

Total
Stockholders’
Equity

Balance, December 31, 2012 . . . .
Issuance of common stock, net

87,634,478

of applicable taxes . . . . . . .

119,349

Issuance of common stock, net

of offering costs . . . . . . . . .
Stock-based compensation . . . .
Net (loss) income . . . . . . . . .
Accumulated other

comprehensive income . . . . .

Balance, December 31, 2013 . . . .
Issuance of common stock, net

1,610,570
—
—

—

89,364,397

of applicable taxes . . . . . . .

519,608

Issuance of common stock, net

of offering costs . . . . . . . . .

319,339

Exercise  of additional

membership interest in
subsidiary . . . . . . . . . . . .
Stock-based compensation . . . .
Foreign currency adjustments
on intra-entity long-term
investments converted to
equity . . . . . . . . . . . . . . .

Acquisition of non-controlling

interest in subsidiary . . . . . . .

Sale of non-controlling interest in

subsidiary . . . . . . . . . . . . . .
Net (loss) income . . . . . . . . .
Accumulated other

comprehensive loss . . . . . . .

Balance, December 31, 2014 . . . .
Issuance of common stock, net

of applicable taxes . . . . . . .
Stock-based compensation . . . .
Net (loss) income . . . . . . . . .
Accumulated other

comprehensive loss . . . . . . .

—
—

—

—

—
—

—

90,203,344

2,179,373
—
—

—

Balance, December 31, 2015 . . . .

92,382,717

9

—

—
—
—

—

9

—

—

—
—

—

—

—
—

—

9

—
—
—

—

9

837,367

(300,814)

6,151

3,917

546,630

677

21,993
23,008
—

—

—

—
—
(66,968)

—

883,045

(367,782)

—

—
—
—

(6,851)

(700)

2,300

3,750

2,363
11,514

(4,866)

—

—
—

—

—

—

—
—

—

—

—
(89,659)

—

898,106

(457,441)

6,314
10,779
—

—

—
—
(134,242)

—

915,199

(591,683)

—

—

—
—

—

—

—
—

(2,548)

(3,248)

—
—
—

(17,725)

(20,973)

—

—
—
49

—

3,966

—

—

—
—

—

28,075

(3,232)
(1,200)

—

27,609

—
—
(1,216)

—

26,393

677

21,993
23,008
(66,919)

(6,851)

518,538

2,300

3,750

2,363
11,514

(4,866)

28,075

(3,232)
(90,859)

(2,548)

465,035

6,314
10,779
(135,458)

(17,725)

328,945

See accompanying notes to consolidated financial statements.

62

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Adjustments to reconcile net loss to  net  cash used in  operating activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful accounts, notes and inventory . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash interest charge related to a terminated  credit agreement
. . . . . . . . . . . . . . . . .
Accretion of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of equity method investment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend  received on equity method  investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived intangible impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on contingent consideration for acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities,  net of assets and liabilities  acquired and  disposed:

Accounts and other receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid  expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash flows from investing activities:

Purchases of short-term investments
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturities and sales of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases and deposits on property and  equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans made to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on and proceeds from sales  of loans  receivable . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash received with sale of subsidiary, net  of  cash transferred . . . . . . . . . . . . . . . . . . . . . .
Investments in other entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of equity method investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended December 31,

2013

2014

2015

$ (66,919)

$ (90,859)

$(135,458)

42,318
1,962
(938)
23,008
1,662
—
1,140
(4,705)
1,091
—
(14,115)
(1,132)

(441)
(637)
579
(6,962)
19,395

(4,694)

(170,935)
93,289
(86,730)
(3,950)
4,153
13,250
(1,178)
—
6,119
(9,000)

49,058
1,277
(5,748)
11,514
4,194
—
412
—
—
4,772
(11,998)
(208)

(55,573)
(979)
1,361
9,126
7,646

55,219
2,656
(1,414)
10,779
2,969
54,925
57
—
—
—
(937)
—

3,426
5,407
2,876
(12,005)
(596)

(76,005)

(12,096)

(157,629)
171,902
(88,628)
(9,140)
6,580
(3,567)
39,760
(6,634)
—
467

(158,840)
176,969
(51,415)
(4,279)
928
1,650
1,118
—
—
—

Net cash used in investing activities

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(154,982)

(46,889)

(33,869)

Cash flows from financing activities:

Issuances of common stock, net of taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from debt instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from debt, related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from revolving line of credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of additional membership interest in  subsidiary . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under revolving line of credit
. . . . . . . . . . . . . . . . . . . . . .
Repayment of capital lease obligations and debt  instruments
Contingent consideration paid relating  to  business  acquisitions . . . . . . . . . . . . . . . . . . . . .
Payment for debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided (used) by financing  activities . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of exchange rates on cash and cash  equivalents

Cash and cash equivalents, beginning  of  year

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

677
300,559
15,000
31,527
—
(37,767)
(10,147)
—
(9,130)

290,719
468

131,511
108,522

2,300
12,778
—
34,607
6,992
(40,354)
(41,036)
(176)
(896)

(25,785)
1,027

6,314
384
—
31
—
(64)
(6,258)
—
—

407
(3,099)

(147,652)
240,033

(48,657)
92,381

Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 240,033

$ 92,381

$ 43,724

Supplemental disclosure of cash flow information:

Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2,228

$

943

$

890

Interest  paid, net of $2,517, $3,160, and  $835 capitalized, respectively . . . . . . . . . . . . . . . . .

$ 22,110

$ 39,224

$ 37,662

See accompanying notes to consolidated financial statements.

63

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies

The Company

Clean Energy Fuels Corp., together with  its majority and wholly owned subsidiaries  (hereinafter

collectively referred to as the ‘‘Company,’’ unless  the context or the use  of  the term indicates or
requires otherwise) is engaged in the  business of selling natural gas fueling solutions to its customers,
primarily in the United States and Canada.

The Company’s principal business is  supplying compressed natural gas  (‘‘CNG’’),  liquefied  natural

gas (‘‘LNG’’) and renewable natural gas (‘‘RNG’’) for  light, medium and heavy-duty  vehicles and
providing operation, repair and maintenance (‘‘O&M’’) services for vehicle fleet customer stations.  As a
comprehensive solution provider, the  Company also designs,  builds,  operates,  services,  repairs and
maintains fueling stations, manufactures,  sells  and services  non-lubricated natural gas fueling
compressors and other equipment used  in  CNG stations and  LNG  stations, offers assessment, design
and modification solutions to provide operators with code-compliant service and maintenance  facilities
for natural gas vehicle fleets, transports and sells CNG to large industrial  and institutional  energy users
who do  not have direct access to natural  gas pipelines, processes and sells  RNG, sells tradable credits
generated by  selling natural gas and RNG as  a vehicle fuel, including credits  generated under  the
California and the Oregon Low Carbon Fuel  Standards (collectively, ‘‘LCFS  Credits’’) and Renewable
Identification Numbers (‘‘RIN Credits’’ or ‘‘RINs’’) generated under the federal Renewable Fuel
Standard Phase 2, helps its customers  acquire and finance natural gas  vehicles  and obtains  federal, state
and local tax credits, grants and incentives.

In addition, through June 28, 2013, the Company provided natural gas vehicle conversions and

design and engineering services for natural gas  engine systems.  Further, through December 29, 2014,
the Company processed, extracted, and  sold  RNG from  its former McCommas Bluff landfill in Dallas,
Texas. See note 2 for further information.

Basis of Presentation

The consolidated financial statements  include the accounts  of the Company  and its subsidiaries,

and, in the opinion of management, reflect all  adjustments,  which include  only  normal recurring
adjustments, necessary to state fairly the  Company’s financial position, results  of operations,
comprehensive income (loss) and cash  flows in accordance  with U.S. generally accepted  accounting
principles (‘‘US GAAP’’). All intercompany accounts  and  transactions have been eliminated in
consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires
management to make estimates and  assumptions that affect the reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at  the date  of  the consolidated financial
statements and revenues and expenses recorded during the reporting  periods.  Actual results  could
differ  from those estimates. Significant  estimates made in preparing the  consolidated  financial
statements include (but are not limited to) those related  to  revenue recognition, goodwill and  long-lived
intangible asset valuations and impairment assessments, income tax valuations, fair value  measurements
and stock-based compensation expense.

64

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments  with  maturities of three months  or less on the

date  of  acquisition to be cash equivalents.

Fair Value of Financial Instruments

The carrying values of the Company’s financial  instruments,  including  cash and cash equivalents,

short-term investments, accounts and  other receivables, notes receivable, accounts payable, accrued
expenses and other current liabilities, capital lease obligations and notes payable  approximate fair
value.

Inventories

Inventory consists of raw materials and spare parts, work  in process and finished  goods and is
stated at the lower of cost (first-in, first-out) or market. The Company writes down  the carrying value
of its inventory to net realizable value for  estimated  obsolescence or  unmarketable inventory in an
amount equal to the difference between the  cost  of  inventory and its estimated realizable value based
upon assumptions about future demand and market conditions, among  other factors.

Inventories consisted of the following as of December 31, 2014  and 2015:

Raw materials and spare parts . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$31,389
3,292
15

$25,113
973
3,203

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$34,696

$29,289

2014

2015

Property and Equipment

Property and equipment are recorded at cost. Depreciation and  amortization are  recognized over

the estimated useful lives of the assets using the straight-line method. The estimated useful  lives of
depreciable assets are three to twenty years for  LNG liquefaction plant assets, up to10 years for  station
equipment and LNG trailers, and three  to  seven years for  all other depreciable  assets. Leasehold
improvements are amortized over the shorter of their estimated useful  lives or  related lease terms.
Periodically, the Company receives grant funding  to  assist in the financing of  natural gas  fueling station
construction. The Company records the grant proceeds as a reduction of  the  cost of the respective
asset. Total grant proceeds received were  approximately  $3,114, $959, and $4,292  for the  years  ended
December 31, 2013, 2014, and 2015 respectively.

Long-Lived Assets

The Company reviews long-lived assets,  which includes  property and equipment and  intangible
assets, for impairment whenever events  or changes in  circumstances indicate that the carrying value of
an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by
comparing the carrying amount of an  asset to future undiscounted cash  flows expected to be generated

65

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

by the asset or asset group. Estimated future cash flows are  determined by management based on  a
number of estimates, including future  cash flow projections, discount rates and terminal values. In
determining these estimates, management  considers internally generated information and information
obtained from discussions with market  participants. The determination of fair value requires significant
judgment by both management and outside experts  engaged to assist in this process. If  such assets  are
considered to be impaired, the impairment  to  be  recognized is measured by the amount by which the
carrying  amount of the assets exceeds  the fair value of the assets.

Intangible assets with finite useful lives are  amortized over  their respective estimated useful  lives

using the straight-line method. The estimated useful  lives of intangible assets with finite useful lives are
two to 20 years for technology, one to  eight years for  customer relationships, one to 10  years  for
acquired contracts, two to 20 years for trademarks and trade  names, and three years for non-compete
agreements. In 2014, the Company acquired the controlling interest in NG Advantage, LLC (‘‘NG
Advantage’’) and allocated approximately  $5,600 of the  purchase price to the  identifiable intangible
assets related to customer relationships  and trade  names. Also, in the  fourth quarter of 2014, the
Company determined that a long-lived asset related to a contract acquired in  its acquisition of  Clean
Energy Compression was impaired and recorded an  impairment charge of $4,772. The Company had
no impairments of any long-lived assets  in  2013 or 2015.

The Company’s intangible assets as of December 31, 2014 and  2015 were as follows:

2014

2015

Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademark and trade names . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54,400
16,430
3,694
8,200
2,060

$ 54,400
16,576
3,694
8,200
2,060

Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency rate change . . . . . . . . . . . . . . . . . . . . . . . . .

84,784
(24,384)
(5,039)

84,930
(30,442)
(11,844)

Net intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 55,361

$ 42,644

Amortization expense for intangible  assets was $9,016,  $7,024, and  $5,539 for the years ended
December 31, 2013, 2014 and 2015, respectively. Estimated  amortization expense for  the five  years  and
thereafter succeeding the year ended December  31, 2015 is  approximately  $4,788, $4,574, $4,011,
$2,953, $2,933 and $23,385 respectively.

Goodwill

Goodwill represents the excess of costs incurred over the fair  value of the net assets of acquired
businesses. The Company assesses its  goodwill using a  qualitative approach to determine whether it is
more likely than not that the fair value  of its reporting  unit is  less than its carrying value. The
qualitative assessment includes the potential impact on a reporting unit’s  fair value of certain events
and circumstances, including the Company’s market capitalization  value, macroeconomic  conditions,

66

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

industry and market considerations, cost factors, and other relevant entity-specific events. If it is
determined, based upon the qualitative assessment, that  it is more  likely than not that the reporting
unit’s fair value is  less than its carrying amount, then a  two-step quantitative impairment  test is
performed. The Company has determined that it is  a single reporting unit for  the purpose of goodwill
impairment tests. The Company performs the impairment test annually on October 1, or more
frequently if facts and circumstances  warrant a  review.  During  2013, 2014 and 2015, there were  no
indicators of impairment to goodwill.

The Company reduced its goodwill balance  by $774 and $7,205 when it sold BAF and its interest
in DCE and its subsidiary DCEMB on June 28,  2013  and December  29, 2014, respectively, and added
$16,555 and $21,070 to its goodwill balance  when it acquired MGES and NG Advantage on May  6,
2013 and October 14, 2014, respectively (all  as  defined and described in note 2). The goodwill balances
on the consolidated balance sheets include foreign currency translation gains (losses) of $(3,687) and
$(6,578) as of December 31, 2014 and  2015, respectively. See note  2 for further information.

Revenue Recognition

The Company recognizes revenue on various products  and services. The table below and the

following discussion describe the Company’s revenue by  group  of similar products.

(in thousands)
Volume related revenue . . . . . . . . . . . . . . . . . . . .
Clean Energy Compression . . . . . . . . . . . . . . . . . .
Station Construction Project Sales . . . . . . . . . . . . .
VETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2013

2014

2015

$195,328
77,485
27,098
45,439
7,125

$247,899
84,775
67,392
28,359
515

$260,629
54,497
37,830
30,986
378

$352,475

$428,940

$384,320

The Company’s volume related revenues primarily consist of CNG and  LNG fuel sales, RIN and
LCFS Credits sales and O&M services. These revenues  are recognized in accordance with US  GAAP,
which  requires that the following four criteria must be met before revenue  can be recognized:
(i) persuasive evidence of an arrangement exists; (ii) delivery  has occurred and title and the risks and
rewards of ownership have been transferred to the customer or services  have been rendered; (iii) the
price is fixed or determinable; and (iv)  collectability is reasonably assured. Applying these factors, the
Company typically recognizes revenue from the sale  of natural gas fuel at the time the fuel is dispensed
or, in the case of LNG sales agreements,  delivered to the customers’  storage facilities. The Company
recognizes revenue from O&M service  agreements as the  related  services  are provided.

The Company generates LCFS Credits when it sells  RNG and conventional  natural gas  for use as

a vehicle fuel in California and it generates RIN Credits when it  sells RNG as a  vehicle  fuel  in the
U.S. The Company can sell these credits to third parties who  need the credits  to  comply with  federal
and state requirements. RIN and LCFS Credits  are included in volume related  revenues. The Company
recognizes revenue from the generation  of these credits at the time it  has an agreement in  place to sell
the credits at a fixed or determinable  price.

67

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

The Company recognizes compression revenues through its subsidiary Clean Energy Compression

when it sells non-lubricated natural gas  fueling compressors and related equipment. Clean Energy
Compression uses the percentage-of-completion  method of accounting  to  recognize revenue because its
projects are small and it has been able to demonstrate that it can reasonably  estimate costs to
complete. In these circumstances, revenue is recognized based on costs incurred in relation to total
estimated costs to be incurred for a project.

The Company typically recognizes revenue on fueling station construction projects where it sells

the station or station upgrade to the  customer using the completed-contract method  because the
projects are short-term and the results  of operations reported on the completed-contract basis would
not vary materially from those resulting  from the use of the percentage-of-completion method. The
construction contract is considered to  be  substantially completed at the earlier of customer acceptance
of the fueling station or the time when  the fuel dispensing activities begin. When applicable, multi-
station construction contracts are segmented  into phases as negotiated with customers.  Gross margin
related to each phase is recognized when it is substantially  complete. The Company’s subsidiary Clean
Energy Cryogenics, which manufactures  components used in the Company’s station sales,  uses the
percentage-of-completion method of  accounting  to  recognize revenue because  its projects are small and
it has been able to demonstrate that it can reasonably estimate costs  to  complete. In these
circumstances, revenue is recognized based  on costs incurred in relation to total  estimated costs to be
incurred for a project.

In certain transactions with its customers, the Company  agrees to provide multiple products or
services, including construction of a station, providing  O&M services to the station, and sale  of fuel  to
the customer. The  Company evaluates the  separability of revenues  based on Financial Accounting
Standards Board (‘‘FASB’’) authoritative guidance, which provides a framework for establishing whether
or not a particular arrangement with a  customer has one or more revenue elements, and allows the
Company to use a combination of internal  and external objective and reliable evidence to develop
management’s best estimate of the fair value  of the  contract elements. If the arrangement contains a
lease, the Company uses the existing  evidence of  fair  value to separate the lease from the other
elements in the arrangement. The arrangement’s consideration that is fixed or determinable is then
allocated to each separate unit of accounting based on the estimated relative selling price  of each
deliverable, which is determined based on the historical  data derived from the  Company’s stand-alone
projects. The revenue allocated to the  construction of the station is recognized using  the completed-
contract method. The revenue allocated  to  the O&M services is  recognized  ratably over the term of the
arrangement and sale of fuel is recognized as the  fuel is  delivered.

The Company collects and remits taxes assessed by various governmental authorities that are

imposed on and concurrent with revenue-producing transactions between the Company and our
customers. These taxes may include,  but  are not  limited  to, fuel, sales and  value-added taxes. The
Company reports the collection of these taxes  on a  net basis.

The Company is eligible to receive, at  times, a federal alternative fuels tax credit  (‘‘VETC’’) when

a gasoline gallon equivalent of CNG and a liquid gallon of LNG is sold as vehicle fuel. Based on the
service relationship with its customers, either the Company or its customers claims the credit. The
Company records its VETC credits, if  any, as revenue in its consolidated  statements of operations as

68

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

the credits are fully refundable and do  not need to offset income tax liabilities  to  be  received. See the
discussion under ‘‘Alternative Fuels Excise Tax Credit’’ below  for further information.

The Company previously owned BAF Technologies, Inc.  and  its  wholly owned subsidiary,

ServoTech Engineering, Inc. (BAF Technologies, Inc. and ServoTech Engineering Inc.  are collectively
referred to as ‘‘BAF’’), which converted  light and medium duty vehicles to run on natural gas and
provided design and engineering services  for natural gas engine systems. On June 28, 2013, the
Company sold BAF to Westport Innovations (U.S.) Holdings Inc., a wholly owned subsidiary of
Westport Innovations Inc. As of the  sale of BAF, the Company  no longer generates revenues from
vehicle conversions.

Alternative Fuels Excise Tax Credit

From October 1, 2006 through December 31, 2015,  the Company was eligible  to  receive the VETC

alternative fuels tax credit of $0.50 per gasoline gallon equivalent of CNG and $0.50 per liquid  gallon
of LNG that it sold as vehicle fuel. For  2016, the VETC credit is $0.50 per gasoline gallon equivalent
of CNG and $0.50 per diesel gallon equivalent  of LNG that is sold as a vehicle fuel.  The American
Taxpayer Relief Act, signed into law on January 2,  2013, reinstated  VETC for 2013 and made it
retroactive to January 1, 2012. The Company did  not record any VETC  revenues  in 2012, but
recognized VETC revenues in 2013 of $45,439, which included $20,800 for  CNG  and LNG the
Company sold in 2012. The Tax Increase  Prevention Act, signed into law on December  19, 2014,
reinstated VETC for the 2014 calendar  year and made it retroactive to January 1, 2014. As a  result,
VETC revenues for the 2014 calendar  year, totaling  $28,359, were all recognized in December 2014. In
December 2015, the VETC was extended  through December 31, 2016 and made retroactive to
January 1, 2015. As a result, VETC revenues for  the 2015 calendar year, totaling $30,986, were
recognized in December 2015.

LNG Transportation Costs

The Company records the costs incurred to transport LNG  to  its  customers in the line item cost of

sales in the accompanying statements of  operations.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs amounted to $1,391, $439, and $44

for the years ended December 31, 2013, 2014, and 2015 respectively.

Stock-Based Compensation

The Company recognizes compensation expense for  all stock-based payment arrangements, net of

an estimated forfeiture rate, over the  requisite service  period of the award. For stock options, the
Company determines the grant date  fair value  using the  Black-Scholes option pricing model, which
requires the input of certain assumptions, including the expected life of the stock-based payment
awards, stock price volatility and risk-free interest rates. For restricted stock units, the Company
determines the grant date fair value based on the closing market price of its common stock on the date
of grant.

69

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

Foreign Currency Translation

In accordance with FASB authoritative  guidance, the Company uses the local currency as the
functional currency of its foreign subsidiaries. Accordingly,  all assets and liabilities outside the United
States are translated into U.S. dollars at  the rate  of exchange in effect at  the balance sheet date.
Revenue and expense items are translated at  the weighted-average exchange rates prevailing during  the
period. Net foreign currency translation  adjustments  are recorded as accumulated other comprehensive
income (loss) in stockholders’ equity.

Foreign currency transactions occur when  there  is a  transaction  denominated in other than the
respective entity’s functional currency.  The Company  records the changes in  the exchange  rate for these
transactions in the consolidated statements of operations. For  the fiscal years ended December 31,
2013, 2014, and 2015, foreign exchange transaction gains and (losses) were included in other income
(expense) and were $(1,196), $(3,188),  and  $975 respectively.

Income Taxes

Income taxes are computed using the  asset  and  liability  method. Under this method, deferred

income taxes are recognized by applying  enacted statutory  tax rates applicable to future years to
differences between the tax bases and  financial carrying amounts of existing  assets and liabilities.
Valuation allowances are established  when  it is more likely  than  not  that such deferred tax  assets will
not be realized.

The Company has a recognition threshold  and  a measurement attribute for the financial statement
recognition and measurement of tax  positions taken or expected to be taken in  a tax  return. For those
benefits to be recognized, a tax position must be more  likely than not to be sustained upon
examination by taxing authorities based  on  the technical merits of the  position. The  amount  recognized
is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being
realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties
related to unrecognized tax benefit in income tax expense.

Net Loss Per Share

Basic net loss per share is computed  by dividing the net loss attributable to Clean Energy Fuels
Corp.  by the weighted-average number of common shares outstanding and common shares issuable for
little or no cash consideration during  the  period.  Diluted net loss  per  share is  computed  by  dividing the
net loss attributable to Clean Energy  Fuels Corp. by the  weighted-average number of common  shares
outstanding and common shares issuable for little  or no  cash consideration  and potentially dilutive
securities outstanding during the period. Potentially dilutive  securities include stock  options, warrants,
convertible notes and restricted stock units. The dilutive effect of stock options and warrants is
computed under the treasury  stock method. The dilutive  effect of convertible notes and restricted stock
units is computed under the if-converted method.  Potentially dilutive securities are excluded from the
computations of diluted net loss per  share if  their  effect would be antidilutive. In 2013, 5,000,000  shares
of common stock subject to the GE Warrant, as defined and  described in notes 9 and 11, were  included
in the basic and dilutive net loss per  share calculation. On September 11, 2014, the Company
determined it no longer met certain conditions  required to include 4,000,000 of  the shares of  common

70

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

stock subject to the GE Warrant in its  weighted average  share calculations. As a result, from
September 11, 2014 to December 31, 2015 the Company (i) excluded 4,000,000 shares of common stock
issuable upon exercise of the  GE Warrant  from the weighted average number of  shares outstanding in
the basic and diluted net loss per share  calculations, and (ii) included the remaining 1,000,000 shares of
common stock issuable upon exercise of the GE Warrant in the basic and diluted  net loss  per  share
calculations, as 500,000 shares were exercisable in 2012  upon the  execution of the associated Credit
Agreement, as defined and described  in note 9, and an additional 500,000 shares  became exercisable on
December 31, 2014 in connection with an  amendment to the Credit Agreement executed  on
December 29, 2014. On December 31,  2015,  the Company terminated the  Credit Agreement and as a
result, 4,000,000 shares subject to the GE Warrant will not vest and will not become exercisable.

The following potentially dilutive securities have  been excluded from the diluted net loss per share

calculations because their effect would  have  been antidilutive:

Stock options . . . . . . . . . . . . . . . . . . . . . . . .
Warrants
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertibles notes . . . . . . . . . . . . . . . . . . . . .
Restricted stock units . . . . . . . . . . . . . . . . . .

11,526,998
2,130,682
35,185,979
1,590,836

11,486,301
6,130,682
35,185,979
2,591,752

11,487,938
2,130,682
35,185,979
3,419,776

2013

2014

2015

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the  change in equity (net assets) of  a business
enterprise during the period from transactions  and  other  events and  circumstances from non-owner
sources. The difference between net income and comprehensive income (loss) for the years ended
December 31, 2013, 2014, and 2015 was primarily  comprised of the  Company’s foreign currency
translation adjustments. During 2014,  the Company  converted  a long-term equity intra-entity  investment
to equity and the related translation  adjustments were  reclassified  to  additional paid-in capital.

Concentration of Credit Risk

Credit  is extended to all customers based  on financial condition,  and  collateral is generally not
required. Concentrations of credit risk with respect  to  trade receivables  are limited because  of  the large
number of customers comprising the Company’s customer base and  dispersion across many different
industries and geographies. However,  certain  international customers have historically been slower to
pay on trade receivables. Accordingly,  the  Company  continuously monitors collections  and payments
from its customers and maintains a provision  for estimated credit losses  based upon  its historical
experience and any specific customer collection issues that  it has identified. In addition, through Export
Development Canada, Clean Energy Compression  maintains accounts receivable insurance on  a
substantial portion of its foreign trade receivables, which  covers up to 90% of the  related outstanding
balance. Although credit losses have historically been within the Company’s expectations and the
provisions established, the Company cannot guarantee that  it will  continue to experience the same
credit loss rates that it has in the past.

71

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

The Company places its cash and cash equivalents with high  credit quality financial institutions. At

times, such investments may be in excess of the Federal Deposit Insurance Corporation  (‘‘FDIC’’),
Canadian Deposit Insurance Corporation (‘‘CDIC’’), and other foreign insurance limits. Financial
instruments that potentially subject the Company to concentrations of  credit risk consist principally of
cash deposits. The amounts in excess of  FDIC insurance limits were $88,740 and $40,691 as of
December 31, 2014 and 2015, respectively.

Recently Adopted Accounting Changes and  Recently  Issued and Adopted Accounting Standards

In February 2016, the FASB issued Accounting  Standards Update  (‘‘ASU’’)  No. 2016-02, Leases.
The new standard will require most leases  to  be  recognized on the balance  sheet which will increase
reported assets and liabilities. Lessor  accounting remains substantially similar to current guidance. The
new standard is effective for annual and  interim periods in fiscal years beginning after  December 15,
2018, which for the Company is the first  quarter of fiscal  2019 and mandates a modified retrospective
transition method. The Company is currently evaluating  the impact this ASU will have on its
consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU  No. 2016-01, Recognition and Measurement of Financial
Assets and Financial Liabilities. The new standard requires equity investments to be measured  at fair
value with changes in fair value recognized in net  income, simplifies the impairment assessment of
equity investments without readily determinable fair  values, eliminates  the requirement  to  disclose  the
methods and significant assumptions  used to estimate fair  value, requires use of  the exit price  notion
when measuring fair value, requires separate  presentation in  certain financial statements, and requires
an evaluation of the need for a valuation allowance on a  deferred tax asset  related to available-for-sale
securities. The new standard is effective for fiscal years beginning after December 15, 2017, which  for
the Company is the first quarter of fiscal  2018. The Company is currently evaluating the impact this
ASU will have on its consolidated financial statements and  related disclosures.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes,
which  amends existing guidance on income  taxes to require the classification  of all deferred tax assets
and liabilities as non-current on the balance  sheet.  The  standard is  effective  for annual periods
beginning after December 15, 2016, and interim periods  within those annual periods. Early  adoption
permitted and the guidance may be applied either  prospectively or retrospectively. The Company  has
adopted this standard, which did not  have a material impact on our  financial statements, in our
December 31, 2015 financial statements  on a prospective basis.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, changing the

measurement principle for inventory  from  the  lower of cost  or market to the lower  of cost or  net
realizable value. Net realizable value  is  defined as  the estimated selling prices in  the ordinary  course  of
business, less reasonably predictable costs  of  completion,  disposal and  transportation.  The  Company
adopted this standard early to apply to the annual period  ended December  31, 2015 and prospective
annual periods, and it did not have a  material impact on the  Company’s financial statements for its
fiscal year ended December 31, 2015.

In April 2015, the FASB issued ASU  No. 2015-3, Interest—Imputation of Interest, requiring that

debt issuance costs be presented in the  balance sheet  as a  deduction from the carrying amount of the

72

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(1) Summary of Significant Accounting Policies (Continued)

related liability, rather than as a deferred charge.  The updated guidance is  effective retroactively for
financial statements covering fiscal years  beginning  after December 15, 2015,  and interim periods  within
those fiscal years, which for the Company is  the first quarter of  fiscal  2016. Early adoption  was
permitted but the Company did not elect early adoption. As  of December 31, 2015, the Company has
$4,023 of unamortized debt issuance  costs.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Deferral of
the Effective Date.’’ With the issuance of ASU  2015-14, the new revenue guidance  ASU 2014-09 will be
effective for annual reporting periods  beginning  after 15 December 2017,  including interim  reporting
periods within that reporting period, which for  the Company  is the first quarter of fiscal 2018,  using
one of two prescribed retrospective methods. The Company is currently in  the process  of evaluating the
impact of adoption on its consolidated financial statements and  related disclosures.  The  Company has
not yet selected a transition method, nor has it determined the effect  of  the standard on its ongoing
financial reporting.

In May 2014, the FASB issued ASU  No. 2014-9, Revenue from Contracts with Customers, amending

revenue recognition guidance and requiring more detailed  disclosures to enable users  of financial
statements to understand the nature,  amount, timing, and uncertainty  of revenue  and cash flows arising
from contracts with customers. The Company is currently evaluating the  impact  this  ASU will have on
its  consolidated financial statements  and  related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB

Accounting Standards Codification Subtopic 205-40, ‘‘Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern.’’ The ASU requires management to evaluate relevant conditions,
events and certain management plans  that are known or reasonably  knowable as of  the evaluation date
when determining whether substantial  doubt about  an entity’s ability to continue as a going concern
exists. Management will be required to make  this evaluation for both annual and  interim reporting
periods. Management will need to make  certain  disclosures if it  concludes that substantial doubt exists
or when it plans to alleviate substantial doubt  about the entity’s ability to continue as a going concern.
The standard is effective for annual periods ending after December 15, 2016 and for interim  reporting
periods starting in the first quarter of 2017.  Early adoption is permitted. The Company does not expect
the adoption of the guidance to have  a  material impact  on its consolidated financial statements

(2) Acquisitions and Divestitures

BAF

On June 28, 2013, the Company, entered into and  closed a stock purchase agreement (the ‘‘BAF

Sale Agreement’’) with Westport Innovations  Inc. (‘‘Westport’’)  and Westport Innovations (U.S.)
Holdings Inc., a wholly owned subsidiary of  Westport  (together with Westport, the ‘‘Westport Parties’’).
Under the terms of the BAF Sale Agreement, on June 28, 2013, the Westport Parties purchased all of
the outstanding capital stock of BAF  Technologies, Inc. (‘‘BAF’’), including BAF’s 100% ownership
interest of ServoTech Engineering, Inc., for 816,460 shares  of Westport’s common stock.  Pursuant to
the BAF Sale Agreement, the Company was issued 718,485 shares of Westport’s common stock on
June 28, 2013 and 97,975 shares of Westport’s common  stock (the ‘‘Holdback Shares’’)  were retained
by Westport for one year as security  for the Company’s  indemnification obligations under the  BAF Sale

73

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(2) Acquisitions and Divestitures (Continued)

Agreement. At the end of June 2014, the Company was  issued 94,914 of  the Holdback Shares, with  the
remaining 3,061 Holdback Shares remaining unissued as  a result and  in full satisfaction of an indemnity
claim under the BAF Sale Agreement.  In July 2013,  the Company sold the 718,485 shares it received
upon closing for net proceeds of $23,722. In  July 2014, the Company sold all of  the Holdback Shares it
received for net proceeds of $1,727. Further,  during  August 2013, the Westport Parties  repaid $2,478 of
certain intercompany indebtedness of BAF to the Company following  the conclusion of applicable
post-closing adjustment procedures contemplated in the  BAF Sale Agreement.

The fair value of the 816,460 shares of Westport’s common  stock on June 28,  2013 was $27,221,

and the Company recognized an initial gain of $15,498 on June 28,  2013 related  to  the transaction. In
December 2013, the Company wrote down the value of the Holdback Shares by $1,383,  which resulted
in an adjusted gain of $14,115 on the  transaction. In July 2014, the  Company wrote down the value of
the Holdback Shares by an additional $122,  which  resulted in an adjusted gain of $13,993 on the
transaction. The value of the shares of Westport’s common stock received by the  Company has been
excluded from the Company’s consolidated statements of cash flows  as it is a non-cash investing
activity. The gain was recorded in the  line  item gain from sale of  subsidiary in the Company’s
consolidated statements of operations.

In addition, pursuant to the BAF Sale Agreement, the Company, Westport Power Inc. and
Westport Fuel Systems Inc. (Westport  Power, Inc. and  Westport Fuel  Systems, Inc. are collectively
referred to as the ‘‘Westport Affiliates’’)  entered into a marketing agreement, dated June 28, 2013,
whereby the Westport Affiliates agreed to pay  the Company $5,000 in cash, which was received on
February 27, 2014. Under the marketing  agreement, the Company and the  Westport Affiliates agreed
to collaborate during a two year period to encourage sales of all BAF  products and certain vehicle
products offered by the Westport Affiliates,  and  the Company agreed  to  provide 750,000 complimentary
gasoline gallon equivalents of CNG to be used by the  Westport Affiliates as marketing incentives.
Additionally, the marketing agreement provides for the  Company’s appointment of a product line
manager for BAF, and at least one member of  a newly established operating committee formed to
create sales and marketing strategies  for BAF  and assist in BAF’s performance of these strategies.

MGES

On May 6, 2013, the Company entered  into  and  closed a  stock purchase agreement with Mansfield

Energy Corp. (‘‘Mansfield’’) and its wholly owned subsidiary Mansfield Gas Equipment  Systems
Corporation (‘‘MGES’’). MGES is primarily engaged  in  the business of providing CNG station design
and construction and CNG equipment  repair and maintenance services. Under the terms of the stock
purchase agreement, the Company purchased from Mansfield all of the outstanding capital stock  of
MGES for $20,000, payable 50% in cash and 50%  in shares of the Company’s common stock. Upon
closing, the Company delivered $9,000  in cash  and  761,545  shares of  the Company’s common stock, and
retained $1,000 in cash as security for  Mansfield’s  indemnification obligations under the stock purchase
agreement. On the first anniversary of  the closing date, the Company  delivered  the retained  amount  of
$1,000 to Mansfield. In addition, in August 2013, the  Company paid  Mansfield an additional $563
following the conclusion of applicable post-closing adjustment procedures contemplated by the stock
purchase agreement. The fair value of  the Company’s common stock  delivered to Mansfield is excluded
from the Company’s consolidated statements of cash  flows as it is a non-cash investing activity. The

74

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(2) Acquisitions and Divestitures (Continued)

Company filed with the Securities and Exchange Commission a registration statement covering the
resale of such shares, and the registration  statement was declared effective in August 2013.

The Company accounted for this acquisition in accordance with FASB authoritative guidance for

business combinations, which requires  the  Company  to  recognize the assets acquired and the liabilities
assumed, measured at their fair values, as  of the date  of  acquisition. The following table summarizes
the allocation of the aggregate purchase price to the fair value of the assets acquired  and liabilities
assumed:

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill

$ 4,475
1,369
600
16,555

Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,999
(1,984)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$21,015

Management allocated approximately $600 of the  purchase price  to  the identifiable intangible
assets related to customer relationships  and project back-orders  that were acquired with the acquisition.
The fair value of the identifiable intangible assets will be amortized  on a  straight-line basis over the
estimated useful lives of such assets ranging from one to six  years.  The excess of the  purchase  price
over the fair value of net assets acquired was allocated to goodwill,  which primarily represents
additional market share available to  the  Company as a  result  of  the acquisition, and is fully deductible
for income tax purposes.

The results of operations of MGES have been included in  the Company’s consolidated financial
statements since May 6, 2013. The historical results of MGES’s  operations  were not material to the
Company’s financial position or historical results  of  operations.

NG Advantage

On October 14, 2014, the Company entered into a  Common Unit Purchase Agreement (‘‘UPA’’)
with NG Advantage, LLC (‘‘NG Advantage’’). NG Advantage is engaged in the  business  of  transporting
CNG in high-capacity trailers to large industrial and institutional energy users, such as hospitals, food
processors, manufacturers and paper  mills, which do  not  have direct access to natural  gas pipelines.
The Company viewed the acquisition  as  a strategic  investment in  the expansion  of the Company’s
initiative to deliver natural gas to industrial and institutional energy users. Under the  terms of the
UPA, the Company paid NG Advantage $37,650  for a  53.3% controlling  interest  in NG Advantage.
$19,000 of the purchase price was paid  in  cash on October  14, 2014 and the  remaining $18,650 of the
purchase price was paid in the form of an unsecured promissory note issued by the  Company (the ‘‘NG
Advantage Note’’). The principal amount  of the  NG Advantage Note was paid by the Company in two
payments as follows: (i) $3,000 was paid on January 13, 2015 and (ii) the remaining $15,650  was  paid
on April 1, 2015. The NG Advantage  Note did not bear interest. The  fair value of the NG  Advantage
Note delivered to NG Advantage is excluded from  the Company’s consolidated statements of cash flows
as it is a non-cash investing activity. The  consideration paid is accounted for as an  intercompany

75

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(2) Acquisitions and Divestitures (Continued)

transaction, as NG Advantage’s financial results are included in the  Company’s consolidated financial
statements.

The Company recognized the assets acquired and the  liabilities assumed, measured at their fair
values, as of the date of acquisition.  The following table summarizes the  allocation of the aggregate
purchase price to the fair value of the assets  acquired and liabilities assumed:

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 40,558
20,862
5,115
5,600
21,070

Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,205
(9,165)

Long-term debt including capital leases assumed, excluding current

installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(17,604)
(711)

Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(28,075)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 37,650

In connection with its purchase of a controlling interest in  NG Advantage, the Company assumed

debt of $20,439 on a consolidated basis related to purchases of capital assets and working  capital needs.
Immediately after the Company’s purchase  of the controlling interest, $10,361  of  such debt was paid
with proceeds of the Company’s investment in  NG Advantage,  and the related debt instruments  were
canceled.

Management allocated approximately $5,600  of the purchase price  to  the identifiable intangible

assets related to customer relationships  and  trade names that were  acquired with the acquisition. The
fair value of the identifiable intangible assets  will be amortized on a straight-line basis over the
estimated useful lives of such assets ranging from four to seven  years.  The excess of the purchase price
over the fair value of net assets acquired was  allocated  to  goodwill,  which primarily represents
additional market share available to  the  Company  as a result  of  the acquisition, and is not deductible
for income tax purposes.

Management determined the fair value  of the noncontrolling  interest to be $28,075 using a market

approach and using inputs that included  use of a comparable  transaction to calculate the value of the
noncontrolling interest adjusted for a control premium.

The results of NG Advantage’s operations have been included in the Company’s  consolidated
financial statements since October 14,  2014.  The  historical results of  NG Advantage’s operations were
not material to the Company’s financial  position  or historical  results of operations.

76

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(2) Acquisitions and Divestitures (Continued)

DCE and DCEMB

On September 4, 2014, Mavrix, LLC  (‘‘Mavrix’’),  a wholly owned subsidiary  of the Company, sold

to Cambrian Energy McCommas Bluff III  LLC (‘‘Cambrian’’) 19% of its then-70% interest in Dallas
Clean Energy, LLC (‘‘DCE’’). On December  29, 2014, Mavrix entered into a Membership  Interest
Purchase Agreement (the ‘‘Agreement’’)  with  Cambrian,  pursuant to which Mavrix sold to Cambrian its
entire remaining 51% interest in DCE. DCE owns all of the equity interests in Dallas Clean Energy
McCommas Bluff, LLC (‘‘DCEMB’’),  which owns a RNG extraction and processing project at the
McCommas Bluff  landfill in Dallas, Texas. As  consideration for the sale of DCE, the Company, through
Mavrix, received $6,992 in cash in September 2014, $40,588 in cash in December  2014 and $1,118 in
cash in September 2015 due to the results  of certain performance  tests performed at the McCommas
Bluffs project in accordance with the terms of the Agreement. The Company continues to have  the
right to market and sell biomethane produced at the McCommas Bluff project under its Redeem(cid:3)
renewable natural gas vehicle fuel brand. The transaction  resulted in a  total  gain of $12,935, comprised
of $11,998 and $937 that was recorded in  the line  item gain from the sale  of  subsidiary  in the
Company’s statements of operations for 2014 and 2015, respectively.  Included in the determination of
the total gain is goodwill of $7,386 that  was allocated to the disposed business based on  the relative fair
values of the business disposed and the  portion  of  the reporting unit that was  retained.

The Company determined that the disposal did not meet the definition  of a discontinued  operation

as the disposal did not represent a significant disposal nor was the  disposal a strategic shift in  the
Company’s strategy.

(3) Restricted Cash

The Company classifies restricted cash  as short-term and a current asset if the cash is  expected to

be used in operations within a year or  to  acquire a  current  asset. Otherwise, the  restricted cash is
classified as long-term. Restricted cash consisted of the following as of  December 31,  2014 and  2015:

Short-term restricted cash:

Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . .
Canton Bonds (see note 9) . . . . . . . . . . . . . . . . . . . . .

Total short-term restricted cash . . . . . . . . . . . . . . . . . . . .

$1,753
4,259

$6,012

$1,631
2,609

$4,240

December 31,
2014

December 31,
2015

(4) Investments

Available-for-sale investments are carried at fair value, inclusive  of  unrealized  gains and  losses.

Unrealized gains and losses are included  in other comprehensive income (loss) net  of  applicable
income taxes. Gains or losses on sales  of  available-for-sale investments are recognized  on the  specific
identification basis. All of the Company’s  short-term investments are classified as  available-for-sale
securities.

The Company reviews available-for-sale investments for other- than-temporary declines  in fair
value below their cost basis each quarter and whenever events or changes in circumstances indicate that

77

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(4) Investments (Continued)

the cost basis of an asset may not be recoverable.  This  evaluation  is based on a number of factors,
including the length of time and the extent  to  which  the fair value has been below its cost basis and
adverse conditions related specifically to the security, including any changes to the credit rating of the
security. As of December 31, 2015, the  Company believes its carrying values for  its available-for-sale
investments are properly recorded.

Short-term investments as of December 31,  2014  are summarized  as follows:

Municipal bonds & notes . . . . . . . . . . . . . . . . . . .
Zero coupon bonds . . . . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . .
Certificate of deposits . . . . . . . . . . . . . . . . . . . . . .

Amortized
Cost

$ 38,668
3,308
45,274
35,355

Total short-term investments . . . . . . . . . . . . . . .

$122,605

Gross
Unrealized
Losses

$(16)
(2)
(41)
—

$(59)

Estimated
Fair Value

$ 38,652
3,306
45,233
35,355

$122,546

Short-term investments as of December 31, 2015  are summarized  as follows:

Municipal bonds & notes . . . . . . . . . . . . . . . . . . .
Zero coupon bonds . . . . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . .
Certificate of deposits . . . . . . . . . . . . . . . . . . . . . .

Amortized
Cost

$ 16,797
500
37,181
48,551

Total short-term investments . . . . . . . . . . . . . . .

$103,029

Gross
Unrealized
Losses

$ (7)
(1)
(77)
—

$(85)

Estimated
Fair Value

$ 16,790
499
37,104
48,551

$102,944

(5) Other Receivables

Other receivables at December 31, 2014  and  2015 consisted  of the following:

Loans to customers to finance vehicle purchases . . . . . . . . . . . .
Accrued customer billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuel tax and carbon credits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,257
10,143
34,250
3,573

$10,531
7,106
40,730
2,300

2014

2015

$56,223

$60,667

78

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(6) Land, Property and Equipment

Land, property and equipment at December  31,  2014 and  2015 are summarized as follows:

2014

2015

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LNG liquefaction plants . . . . . . . . . . . . . . . . . . . . . . . . . . .
RNG plants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Station equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LNG trailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2,858
94,636
45,359
265,086
40,067
74,796
163,737

$

2,858
94,634
46,397
316,258
50,414
83,687
139,586

Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . .

686,539
(172,270)

733,834
(217,510)

$ 514,269

$ 516,324

Included in the land, property and equipment are capitalized  software costs of $21,004 and $22,886

as of  December 31, 2014 and December  31, 2015, respectively.  The accumulated  amortization on the
capitalized software costs is $10,740 and  $13,793 as of December 31,  2014 and  December 31,  2015,
respectively. The Company recorded $3,079,  $2,993, and $3,053 of amortization expense related  to  the
capitalized software costs in 2013, 2014 and 2015, respectively.

As of December 31, 2014 and 2015, $11,032 and $5,955, respectively, are included  in accounts

payable balances, which amounts are related to purchases of property and equipment within the
respective year. These amounts are excluded  from the consolidated statements of cash flows as they are
non-cash investing activities.

(7) Investment in Other Entities

The Company previously invested in Clean  Energy del Peru (‘‘Peru JV’’),  a joint  venture in  Peru
that operated CNG stations. The Company accounted  for its investment in Peru JV  under the equity
method of accounting as the Company  had the  ability to exercise significant  influence over  Peru JV’s
operations while the Company maintained an ownership interest in  Peru JV.  In March  2013, the
Company completed the sale of its entire  ownership interest in  Peru JV  for $6,119 after receiving a
dividend distribution of $1,091, and recognized a gain  of $4,705.

On September 16, 2014, the Company formed a joint venture with  Mansfield  Ventures LLC
(‘‘Mansfield Ventures’’) called Mansfield  Clean Energy Partners  LLC (‘‘MCEP’’), which is designed to
provide natural gas fueling solutions to bulk fuel  haulers in the U.S. The Company  and Mansfield
Ventures  each have a 50% ownership  interest in  MCEP.  The Company  accounts for  its interest using
the equity method  of accounting as the Company has the ability to exercise significant influence over
MCEP’s operations. The Company recorded a  loss from  this investment of $490 and $815 has an
investment balance of $5,510 and $4,695  at December 31,  2014 and December  31, 2015, respectively.

79

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(8) Accrued Liabilities

Accrued liabilities at December 31, 2014  and  2015 consisted of the following:

2014

2015

Salaries and wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued gas and equipment purchases . . . . . . . . . . . . . . . . . . . .
Accrued property and other taxes . . . . . . . . . . . . . . . . . . . . . . .
Accrued professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued warranty liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,041
12,340
5,178
1,084
3,208
2,302
3,748
19,859

$ 9,537
14,133
5,344
1,105
3,042
1,826
3,718
20,377

$56,760

$59,082

(9) Debt

Debt and capital lease obligations at  December 31, 2014 and 2015 consisted  of the following and

are further discussed below:

December 31,
2014

December 31,
2015

7.5% Notes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SLG Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.25% Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canton Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$150,000
145,000
250,000
12,150
2,692
10,828

$ 150,000
145,000
250,000
10,910
6,448
10,056

Total debt and capital lease obligations . . . . . . . . . . . . . .
Less amounts due within one year . . . . . . . . . . . . . . . . . .

570,670
(4,846)

572,414
(150,129)

Total long-term debt and capital lease obligations . . . . . . .

$565,824

$ 422,285

(1) Included in the 7.5% Notes is $65,000 in principal  amount  held by  T. Boone Pickens,

which are classified as ‘‘Long-term debt, related party’’ on the consolidated balance
sheets. See below for additional information.

80

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

The following is a summary of aggregate maturities  of  long-term debt and capital lease obligations

for each  of the years ending December 31:

2016

2017

2018

2019

2020

Thereafter

7.5% Notes(1) . . . . . . . . . . . . . . . . . . .
SLG Notes . . . . . . . . . . . . . . . . . . . . . .
5.25% Notes . . . . . . . . . . . . . . . . . . . . .
Canton Bonds . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . .

—
145,000
—
1,390
1,294
2,445

50,000
—
—
—
— 250,000
1,460
1,427
2,227

1,420
1,329
2,706

50,000
—
—
1,555
1,425
1,671

50,000
—
—
1,665
440
1,007

—
—
—
3,420
533
—

Total

. . . . . . . . . . . . . . . . . . . . . . . . . .

$150,129

$5,455

$305,114

$54,651

$53,112

$3,953

7.5% Notes

On July 11, 2011, the Company entered into  a loan agreement (the ‘‘CHK Agreement’’) with

Chesapeake NG Ventures Corporation  (‘‘Chesapeake’’),  an indirect  wholly owned subsidiary  of
Chesapeake Energy Corporation, whereby Chesapeake  agreed to purchase from the  Company up  to
$150,000 of debt securities pursuant to  the issuance of three convertible promissory notes over a
three-year period, each having a principal  amount  of  $50,000 (each a  ‘‘CHK  Note’’ and collectively the
‘‘CHK Notes’’ and, together with the CHK  Agreement and other transaction  documents, the  ‘‘CHK
Loan Documents’’). The first CHK Note  was issued on July 11, 2011  and the second  CHK Note was
issued on July 10, 2012.

On June 14, 2013 (the ‘‘Transfer Date’’),  Boone Pickens  and Green Energy  Investment
Holdings, LLC, an affiliate of Leonard  Green & Partners,  L.P.  (collectively,  the ‘‘Buyers’’), and
Chesapeake entered into a note purchase agreement  (‘‘Note Purchase Agreement’’) pursuant  to  which
Chesapeake sold the outstanding CHK  Notes (the ‘‘Sale’’) to the Buyers. Chesapeake assigned to the
Buyers all of its right, title and interest under  the CHK Loan  Documents (the ‘‘Assignment’’), and each
Buyer  severally assumed all of the obligations of Chesapeake under the  CHK Loan Documents arising
after the Sale and the Assignment including, without limitation, the obligation to advance an additional
$50,000 to the Company in June 2013 (the ‘‘Assumption’’). The Company also entered into the Note
Purchase Agreement for the purpose of consenting to the Sale,  the Assignment and  the Assumption.

Contemporaneously with the execution of the  Note Purchase  Agreement, the Company entered

into a loan agreement with each Buyer  (collectively, the ‘‘Amended Agreements’’). The  Amended
Agreements have the same terms as the CHK  Agreement, other  than changes to reflect  the new
ownership of the CHK Notes. Immediately following execution of the Amended Agreements, the
Buyers delivered $50,000 to the Company in  satisfaction of the funding  requirement they had  assumed
from Chesapeake (the ‘‘June Advance’’). In addition, the Company  canceled the  existing CHK Notes
and issued replacement notes, and the  Company also issued notes to the Buyers  in exchange for  the
June Advance (the replacement notes and  the notes  issued in exchange for the June Advance  are
referred to herein as the ‘‘7.5% Notes’’).

The 7.5% Notes have the same terms as  the original CHK Notes, other  than changes to reflect
their different holders. They bear interest  at  the rate of 7.5% per annum and  are convertible at the

81

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

option of the holder into shares of the Company’s common stock at  a conversion price of  $15.80 per
share (the ‘‘7.5% Notes Conversion Price’’).  Upon written notice to the Company, the holders of the
7.5% Notes have the right to exchange  all or  any portion of the principal and  accrued and  unpaid
interest under each such note for shares  of the Company’s common stock at the 7.5% Notes
Conversion Price. Additionally, subject to certain  restrictions,  the Company  can force conversion of
each  7.5% Note into shares of its common stock if, following the second anniversary of the  issuance  of
a 7.5% Note, such shares trade at a 40% premium to the 7.5% Notes Conversion Price for at least 20
trading days in any consecutive 30 trading day  period. The entire principal balance of each 7.5% Note
is due and payable seven years following its  original issuance date and the Company may repay each
7.5% Note in shares of its common stock  or  cash. All of the shares issuable upon conversion of the
7.5% Notes have been registered for  resale  by their holders pursuant to a registration statement that
has been filed with and declared effective by the Securities and  Exchange Commission. The Amended
Agreements restrict the use of the proceeds  of the 7.5%  Notes to financing the development,
construction and operation of LNG stations  and payment of certain related expenses. The  Amended
Agreements also provide for customary  events of  default which, if any of them occurs,  would permit or
require the principal of, and accrued  interest on,  the 7.5% Notes to become, or to be declared, due
and payable. At December 31, 2015, none  of the proceeds from  the 7.5% Notes were included in
restricted cash as the Company had used the funds  primarily to build LNG fueling  stations. No events
of default under the 7.5% Notes had  occurred as of December 31, 2015.

On August 27, 2013, Green Energy Investment Holdings,  LLC transferred $5,000 in principal

amount of the 7.5% Notes to certain  third parties.

As a result of the foregoing transactions, as of December 31, 2015, (i) Boone Pickens holds 7.5%

Notes in the aggregate principal amount of $65,000, which 7.5%  Notes are convertible into
approximately 4,113,924 shares of the Company’s common stock,  (ii) Green Energy Investment
Holdings, LLC holds 7.5% Notes in the  aggregate principal amount of $80,000, which 7.5% Notes are
convertible into approximately 5,063,291 shares of the Company’s common stock, and (iii)  other third
parties hold 7.5% Notes in the aggregate  principal amount of $5,000, which 7.5%  Notes are convertible
into approximately 316,456 shares of the  Company’s common  stock.

SLG Notes

On August 24, 2011, the Company entered into convertible note purchase agreements (each, an

‘‘SLG Agreement’’ and collectively the  ‘‘SLG  Agreements’’) with each of Springleaf Investments
Pte.  Ltd., a wholly-owned subsidiary of Temasek  Holdings  Pte.  Ltd., Lionfish Investments Pte. Ltd., an
investment vehicle managed by Seatown Holdings International Pte. Ltd., and Greenwich  Asset
Holding Ltd., a wholly-owned subsidiary of RRJ Capital  Master Fund I, L.P. (each, a ‘‘Purchaser’’ and
collectively, the ‘‘Purchasers’’), whereby the Purchasers  agreed to purchase from the  Company $150,000
of 7.5% convertible promissory notes  due in August 2016 (each a ‘‘SLG Note’’ and collectively the
‘‘SLG Notes’’). The transaction closed  and the SLG Notes were  issued on August 30, 2011. On
March 1, 2012, Springleaf Investments Pte. LTD  transferred $24,000 in principal amount of the SLG
Notes to Baytree Investments (Mauritius) Pte Ltd.

82

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

The SLG Notes bear interest at the rate  of 7.5% per annum and are  convertible at the option of
each  Purchaser into shares of the Company’s common  stock at a conversion price of $15.00 per share
(the ‘‘SLG Conversion Price’’). Upon  written notice  to  the Company, the  holders of the SLG Notes
have the right to exchange all or any  portion of the  principal and accrued and  unpaid interest under
each  such note for shares of the Company’s common stock  at the  SLG Conversion Price. Additionally,
subject to certain restrictions, the Company can force conversion of each  SLG Note into shares  of its
common stock if, following the second anniversary of the  issuance of the SLG Notes, such shares trade
at a 40% premium to the SLG Conversion Price for  at least 20 trading days  in any consecutive 30
trading day period. The entire principal  balance of  each  SLG Note is due and payable five  years
following its issuance and the Company may  repay the  principal balance of each SLG Note in shares of
its  common stock or cash. All of the  shares issuable upon  conversion of the SLG Notes have been
registered for resale by their holders pursuant to a registration statement that has been filed with and
declared effective by the Securities and Exchange Commission.  The SLG Agreements include certain
affirmative and negative covenants relating to the  Company’s operations, including, among others, a
prohibition on the Company’s declaration or payment of  any dividends or distributions with respect  to
its  capital stock, except for those payable  solely with  the Company’s common stock,  without the  prior
consent of a majority of the holders of  the outstanding SLG Notes. The SLG  Agreements also provide
for customary events of default which, if any of them  occurs, would permit or  require the principal of,
and accrued interest on, the SLG Notes  to become, or to be  declared, due and  payable. No events of
default under the SLG Notes had occurred as of December 31, 2015.

In April 2012, $1,003 of principal and accrued interest  under  an SLG  Note was  converted  by  the

holder thereof into 66,888 shares of the  Company’s common stock. In January  and February 2013,
$4,030 of principal and accrued interest  under an SLG Note was converted by the holder thereof into
268,664 shares of the Company’s common  stock. Such conversions were  not included  in the
consolidated statements of cash flows as  they are  a non-cash financing  activity.

On February 29, 2016, the Company  repaid $60,000 in cash of the $145,000 outstanding principal

amount of the SLG Notes.

5.25% Notes

In September 2013, the Company completed a private offering  of  5.25% Convertible Senior Notes

due 2018 (the ‘‘5.25% Notes’’) and entered into an indenture governing the 5.25% Notes (the
‘‘Indenture’’).

The net proceeds from the sale of the  5.25% Notes  after the payment of  certain debt issuance
costs of $7,805 were $242,195. The Company  has used, and intends to continue to use,  the net proceeds
from the sale of the 5.25% Notes to  fund capital expenditures and for general corporate  purposes.

The 5.25% Notes bear interest at a rate of 5.25%  per  annum, payable semi- annually in arrears on

October 1 and April 1 of each year,  beginning  on April 1, 2014. The  5.25% Notes will  mature on
October 1, 2018, unless purchased, redeemed or converted  prior to such date in accordance with their
terms and the terms of the Indenture.

Holders may convert their 5.25% Notes, at their option, at any time prior to the close of business

on the business day immediately preceding the  maturity date of the 5.25% Notes. Upon conversion, the

83

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

Company will deliver a number of shares  of its common stock, per $1 principal amount of  5.25%
Notes, equal to the conversion rate then  in effect (together with a cash payment in lieu  of any
fractional shares). The initial conversion  rate  for the 5.25% Notes is 64.1026 shares  of the Company’s
common stock per $1 principal amount  of 5.25%  Notes (which is equivalent to an initial conversion
price of approximately $15.60 per share  of the Company’s common stock). The conversion rate  is
subject to adjustment upon the occurrence of certain specified  events as described in the  Indenture.

Upon the occurrence of certain corporate events prior to the maturity date of the 5.25%  Notes,

the Company will, in certain circumstances, in addition to delivering the  number of shares of the
Company’s common stock deliverable  upon conversion of the 5.25% Notes based on the conversion
rate then in effect (together with a cash payment in lieu of any fractional shares),  pay holders that
convert their 5.25% Notes a cash make-whole  payment in an amount as  described in  the Indenture.
The Company may, at its option, irrevocably elect to settle  its obligation  to  pay any  such make-whole
payment in shares of its common stock instead  of  in  cash. The amount of any make-whole payment,
whether it is settled in cash or in shares of the Company’s common stock upon the Company’s election,
will be determined based on the date  on which  the corporate event occurs or becomes effective and the
stock price paid (or deemed to be paid)  per  share  of  the Company’s common stock in the corporate
event, as described in the Indenture.

The Company may not redeem the 5.25% Notes  prior  to  October 5, 2016. On or after October  5,

2016, the Company may, at its option,  redeem  for cash all or  any portion of the 5.25%  Notes if the
closing sale price of the Company’s common stock  for at least 20 trading days (whether or not
consecutive) during any 30 consecutive  trading day period ending on, and including, the trading day
immediately preceding the date on which notice of  redemption is provided,  exceeds  160% of the
conversion price on each applicable trading day. In  the event of the Company’s redemption of  the
5.25% Notes, the redemption price will equal 100% of  the principal amount of the 5.25% Notes to be
redeemed, plus accrued and unpaid interest to, but  excluding, the redemption date. No  sinking fund is
provided for in the 5.25% Notes.

If the Company undergoes a fundamental change (as defined  in the Indenture) prior to the
maturity date of the 5.25% Notes, subject  to  certain conditions as described in the Indenture, holders
may require the Company to purchase, for cash, all or any portion of their 5.25%  Notes at a
repurchase price equal to 100% of the  principal amount of the 5.25% Notes to be repurchased,  plus
accrued and unpaid interest to, but excluding, the fundamental change purchase date.

The Indenture contains customary events  of default with  customary cure periods,  including,

without limitation, failure to make required payments or deliveries of shares of  the Company’s common
stock when due under the Indenture, failure to comply with  certain covenants under the Indenture,
failure to pay when due or acceleration of certain other indebtedness of the Company or certain of its
subsidiaries, and certain events of bankruptcy and insolvency of the Company or  certain of its
subsidiaries. The occurrence of an event of  default under the Indenture will allow either the  trustee or
the holders of at least 25% in principal  amount  of  the then-outstanding  5.25% Notes to accelerate, or
upon an  event of default arising from certain events of bankruptcy or insolvency of the Company, will
automatically cause the acceleration of, all amounts due under the 5.25% Notes. No  events of default
had occurred under the 5.25% Notes as  of December 31, 2015.

84

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

The 5.25% Notes are senior unsecured  obligations of the Company and rank senior in right of
payment to the Company’s future indebtedness that is expressly  subordinated  in right of payment to the
5.25% Notes; equal in right of payment to the Company’s  unsecured  indebtedness that is not so
subordinated; effectively junior to any of the Company’s  secured indebtedness to the extent  of the
value of the assets securing such indebtedness; and structurally junior to all indebtedness (including
trade payables) of the Company’s subsidiaries.

On February 18, 2016, the Company  paid  $16,761 in  cash to retire $32,500 par  value and accrued

interest of the $250,000 of the 5.25%  Notes.

Canton  Bonds

On March 19, 2014, Canton Renewables LLC (‘‘Canton’’), a wholly owned subsidiary of the
Company, completed the issuance of Solid  Waste Facility  Limited Obligation Revenue  Bonds (Canton
Renewables, LLC—Sauk Trail Hills Project)  Series  2014 in the aggregate principal  amount  of $12,400
(the ‘‘Canton Bonds’’).

The Canton Bonds were issued by the Michigan Strategic  Fund (the ‘‘Issuer’’) and the proceeds of

the issuance were loaned by the Issuer  to  Canton  pursuant to a loan agreement that became effective
on March 19, 2014 (the ‘‘Loan Agreement’’). The Canton Bonds are expected to be repaid from
revenue generated by Canton from the  sale of RNG and are secured by the revenue and assets of
Canton. The Canton Bond repayments  will be amortized  through July 1, 2022, the average coupon
interest rate on the Canton Bonds is 6.6%,  and  all but  $1,000 of the principal amount of the Canton
Bonds is non-recourse to Canton’s parent  companies, including the  Company.

Canton used the Canton Bond proceeds  primarily to (i) refinance the cost of constructing and
equipping its RNG extraction and production  project in Canton, Michigan  and (ii) pay a portion of the
costs associated with the issuance of the Canton Bonds. The refinancing described  in the prior  sentence
was accomplished through distributions to  the Borrower’s direct  and indirect parent  companies who
provided the financing for the RNG  production facility,  and such  companies have used such
distributions to finance construction  of additional RNG extraction and processing projects and  for
working capital purposes.

The Loan Agreement contains customary events  of  default, with customary cure periods, including
without limitation, failure to make required payments when  due under the Loan  Agreement, failure to
comply  with certain covenants under the  Loan Agreement, certain events of bankruptcy and insolvency
of Canton, and the existence of an event  of default  under  the indenture governing  the Canton Bonds
that was entered into between the Issuer and The Bank  of  New York Mellon Trust Company, N.A., as
trustee. The occurrence of an event of  default under the Loan Agreement will  allow  the Issuer or the
trustee to accelerate all amounts due  under the Loan Agreement. No events of default had occurred as
of December 31, 2015.

Other  Debt

The Company has other debt due at various dates  through 2020 bearing interest at rates up to

19.33% and with a weighted average  interest rate  of 6.80% and 6.35% as  of December 31, 2014 and
2015, respectively.

85

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

December 2015 Termination of GE Credit  Agreement

On November 7, 2012, the Company,  through two  wholly owned subsidiaries (the ‘‘Borrowers’’),

entered into a credit agreement (‘‘Credit Agreement’’) with  General  Electric Capital  Corporation
(‘‘GE’’). Pursuant to the Credit Agreement, GE agreed to loan to the Borrowers up to an aggregate of
$200,000 to finance the development, construction and operation of two LNG plants (individually a
‘‘Project’’ and together the ‘‘Projects’’).

The Credit Agreement included a commitment  fee on the unutilized loan amounts of  0.5% per

annum, which was $1,014 for each of the  years  ended December 31, 2013 and 2014  and 2015 and was
charged to interest expense in the consolidated  statements of operations.

Concurrently with the execution of the Credit Agreement, the Company issued to GE  a warrant to
purchase up to 5,000,000 shares of its  common stock at a price of $0.01 per share (the  ‘‘GE Warrant’’).
See note 11 for further information.

On December 29, 2014, the Borrowers  and GE entered into an amendment to the Credit

Agreement providing, among other things, that  (i) the Credit Agreement  would terminate if the initial
loans under the Credit Agreement (collectively, ‘‘Loans’’)  for the Projects were not made prior to
December 31, 2016 (rather than December 31, 2015, as the Credit Agreement originally provided),
(ii) each Project was required to be completed by  the earlier of  (a) the  date that is thirty months  after
the funding of the initial Loans with respect to such  Project and (b) December 31, 2018 (rather than
December 31, 2016, as the Credit Agreement  originally provided), and (iii) prior to the funding of the
Loans, the Borrowers were required to enter into agreements  with GE Oil & Gas, Inc. relating  to  the
purchase of equipment for the Projects.

On December 31, 2015, the Company  terminated the Credit Agreement and related documents
but excluding the GE Warrant which  remains outstanding, although  4,000,000 shares  subject to the GE
Warrant will not vest and will not become exercisable; see note 11 for further information. No amounts
had been borrowed by the Borrowers under  the Credit Agreement  as of its termination. As  a result of
the termination of the Credit Agreement, all related unamortized deferred financing  costs that were to
be amortized to interest expense in future  periods have been  removed from the balance sheet and  a
non-cash charge totaling $54.9 million  was recorded in interest expense in the  fourth quarter of 2015.

December 2014 Termination of Mavrix  Note

On April 25, 2013, Mavrix entered into a note purchase agreement  (the  ‘‘NPA’’) with

Massachusetts Mutual Life Insurance  (the  ‘‘Note Purchaser’’) and  issued to the Note Purchaser  a
secured multi draw promissory note (the ‘‘Mavrix Note’’)  in the maximum aggregate  principal amount
of $30,000. The Note Purchaser funded $15,000 under the Mavrix Note during  2013. In connection with
the Company’s sale of its interests in  DCE and DCEMB, on December 29, 2014, Mavrix  paid $13,594
to the Note Purchaser as payment in full  of all  outstanding indebtedness under the NPA and  the
Maxrix Note. Such amount includes approximately  $750 as payment of an early termination fee
required pursuant  to the terms of the  NPA  and the Mavrix Note.  Concurrently with such payment, the
NPA, the Mavrix Note and all other  documents related  thereto were terminated in  full.

86

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(9) Debt (Continued)

PlainsCapital Bank Credit Facility

On February 29, 2016, the Company  entered into a Loan  and  Security  Agreement (‘‘LSA’’) with

PlainsCapital Bank (‘‘Plains’’), pursuant to which Plains agreed to lend the Company up to $50,000 on
a revolving basis from time to time for  a term of one  year (the ‘‘Credit Facility’’). All amounts
advanced under the Credit Facility are due  and payable on February 29,  2017. Simultaneously, the
Company drew down $50,000 under  this Credit  Facility. The Credit Facility is evidenced by a
promissory note we issued on February  29, 2016  in  favor  of Plains (the ‘‘Plains Note’’). Interest on the
Plains Note is payable monthly and accrues at a rate equal to the greater of (i) the then-current
LIBOR rate plus 2.30% or (ii) 2.70%. As collateral security for the prompt  payment in  full when due
of our obligations to Plains under the  LSA and  the Plains Note, the Company pledged to and granted
Plains a security interest in all of its right, title and interest in the cash and corporate and municipal
bonds rated AAA, AA or A by Standard  &  Poor’s  Rating Services that the  Company holds in  an
account at Plains. In connection with  such pledge and security interest granted  under the Credit
Facility, on February 29, 2016, the Company  entered into a Pledged Account Agreement  with Plains
and PlainsCapital Bank—Wealth Management and Trust (the ‘‘Pledge  Agreement’’ and collectively with
the LSA and the Plains Note, the ‘‘Plains Loan Documents’’).

The Plains Loan Documents include  certain covenants and  also provide for customary events of
default, which, if any of them occurs, would  permit  or require, among other things, the principal of,
and accrued interest on, the Credit Facility to become, or to be declared, due and payable. Events  of
default under the Plains Loan Documents include, among others,  the occurrence of  certain bankruptcy
events, the failure to make payments when  due under  the Plains Note and the  transfer  or disposal of
the collateral under the LSA.

(10) Derivative Transactions

The Company had no commodity futures contracts or forward exchange contracts outstanding

during 2015. The Company marks -to  -market its  open futures positions and forward exchange
contracts at the end of each period and  records the net  unrealized gain or loss during  the period  in
derivative (gains) losses in the consolidated  statements  of operations or  in accumulated other
comprehensive income (loss) in the consolidated balance sheets in  accordance with the  applicable
accounting guidance. In the years ended December 31, 2013, and 2014, the Company recorded
unrealized gains of $2,151, and $108,  respectively, in other comprehensive income (loss) related to its
futures contracts. Of the Company’s net futures contracts liability of $107 at December 31, 2013,  $5
was recorded as an asset in prepaid expenses and other current  assets and $112 was recorded  as an
accrued liability in the Company’s consolidated  balance sheet at December 31, 2013. The Company’s
ineffectiveness related to its futures contracts and forward exchange contracts for the year ended
December 31, 2013 was insignificant.  During  the years ended December 31, 2013 and 2014, the
Company recognized a loss of $2,370 and $65,  respectively, in cost of sales in the  accompanying
consolidated statements of operations related  to  its futures contracts that were settled during  the
respective years. These amounts were  reclassified from accumulated other comprehensive income (loss).

87

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity

Authorized Shares

The Company’s certificate of incorporation authorizes  the issuance of two classes of capital  stock

designated as common stock and preferred  stock, each having $0.0001 par value per share. As of
December 31, 2015, the Company was authorized to issue 225,000,000 shares, of which 224,000,000
shares are designated common stock and 1,000,000 shares are designated preferred stock.

Dividend Provisions

The Company did not declare or pay  any  dividends during the  years  ended December  31, 2013,

2014 or 2015.

Voting Rights

Each  holder of common stock has the right to one vote  per share owned on matters presented for

stockholder action.

Issuance of Common Stock and Warrants

Unit Sale and Issuance

On October 28, 2008, the Company entered  into  a placement agent agreement (the ‘‘Placement
Agent Agreement’’) relating to the sale and issuance by  the Company to select investors of 4,419,192
units (the ‘‘Units’’), with each Unit consisting of (i)  one  share of the Company’s common  stock, (ii) a
warrant to purchase up to 0.75 shares of  the Company’s common stock (the ‘‘Series  I Warrant’’), and
(iii) one warrant to purchase up to 0.2571  shares of  the Company’s common stock (the ‘‘Series II
Warrant’’). The price of each Unit was  $7.92 per Unit.  The transaction closed on November  3, 2008,
and the Company issued 4,419,192 shares of  common  stock, Series I Warrants to purchase up  to
3,314,394 shares of common stock, and  Series II Warrants  to purchase up to 1,136,364 shares of
common stock. The Company received  approximately $32,484 after deducting the placement agent’s
fees and other offering expenses related to the  Unit  sale. The Company allocated $19,166, $9,745  and
$3,573 of the proceeds to the common stock, the Series I Warrants and the Series  II Warrants,
respectively.

The Series I Warrants became exercisable beginning six months from the date of issuance, have a

term of seven years from the date they  became  exercisable, and carry  an exercise price  of $12.54 per
share. On November 10, 2010, the Company entered  into  an amendment with one of the holders  of the
Series I Warrants pursuant to which the expiration  date  of  such warrant for the purchase of 1,183,712
shares of common stock was changed  to  November 10,  2010. In consideration of the modification to
the expiration date, the Company agreed to pay the holder of such warrant approximately $3,172. The
Company received notice on  November 10,  2010 that such warrant was being exercised in full,  and
issued 1,183,712 shares of its common  stock for  an aggregate exercise  price of approximately $15,009.
Upon exercise, the Company recognized  a gain of approximately $3,208 related to the transaction. For
additional information on the Series I  Warrants, see note 18.

The Series II Warrants became exercisable  on November 5, 2008 upon the failure of the California

Alternative Fuel Vehicles and Renewable  Energy Act, or Proposition 10,  in the California statewide

88

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

election. The Series II Warrants were  all  exercised on a  cashless basis at the exercise price of  $0.01 per
share, which resulted in the issuance of  1,134,759 shares of common stock to the Series II Warrant
holders  on November 12, 2008.

GE Warrant

Concurrently with the execution of the Credit Agreement on November 7, 2012, the Company
issued to GE the GE Warrant, which entitled GE to purchase up  to  5,000,000 shares of the Company’s
common stock at a price per share of  $0.01. At issuance, 500,000  shares were immediately  exercisable
and an additional 500,000 shares became exercisable  on December 31, 2014. The Company terminated
the Credit Agreement on December 31,  2015 and as  a result, the remaining 4,000,000 shares subject to
the GE Warrant will not vest and will not become  exercisable.

The GE Warrant terminates on November 7, 2022. During the exercise period,  if the Company
issues or sells any shares of its common  stock other  than exempted securities  (as  defined in the GE
Warrant) for a price per share less than  a price equal to 80% of the market price on the day of such
issuance or sale, then, immediately after  such issuance and sale, the number  of shares then  purchasable
shall be  increased on a proportionate basis  by a formula  set forth in  the GE Warrant. All of the shares
issuable upon exercise of the  GE Warrant  have been registered for resale by the holder  thereof
pursuant to a registration statement filed with  and  declared effective by  the Securities and Exchange
Commission.

The Company measured the fair value of the original 5,000,000 shares subject to the GE Warrant

at $56,158 and recorded the amount  in additional paid-in-capital and other long-term assets as  a
deferred financing cost. The fair value  of  the  500,000 shares that were immediately exercisable and the
500,000 shares that became exercisable on December 31, 2014 were being amortized  over the estimated
term of the Credit Agreement on the straight-line basis. The issuance of the GE Warrant is not
included in the consolidated statements of  cash flows as it  is a non-cash financing activity.

In connection with the termination of the Credit Agreement, all related  unamortized deferred

financing costs that were to be amortized to interest  expense in future periods have been eliminated
from the balance sheet in full through  a  non-cash charge to earnings, reported in interest expense, of
$54,925 in the fourth quarter of 2015. See note  9  for further information.

At-The-Market Offering Program

On November 11, 2015, the Company entered into an equity distribution agreement  with Citigroup
Global Markets Inc. (‘‘Citigroup’’), as sales agent and/or principal, pursuant  to  which the Company may
issue and sell, from time to time, through or  to  Citigroup  shares of its common stock having an
aggregate offering price of up to $75,000  in  an  ‘‘at-the-market’’ offering program (the ‘‘ATM
Program’’). As of December 31, 2015,  the Company received  $6,450 in proceeds, net of $493 in fees
and issuance costs, and issued 1,561,902  shares of  its common stock in the ATM Program.

Other

At December 31, 2015, third parties  held outstanding warrants, which expire in 2020, to purchase

equity interests in NG Advantage. Such warrants allow a purchase up to 127,200 shares of NG

89

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

Advantage common units and are treated as  liability-classified warrants. The fair  value was $630 and
$561 as of December 31, 2014 and 2015,  respectively and the gain from the change in fair value  was $0
and $69 for 2014 and 2015, respectively. See  note 18.

Stock-Based Compensation

The following table summarizes the compensation  expense and related income tax benefit related

to the Company’s stock-based compensation arrangements recognized in the consolidated statements of
operations:

Stock-based compensation expense, net of $0 tax in

2013, 2014 and 2015 . . . . . . . . . . . . . . . . . . . . . . . .

$23,008

$11,514

$10,779

Years Ended December 31,

2013

2014

2015

Equity Incentive Plans

In December 2002, the Company adopted its 2002 Stock Option Plan (‘‘2002 Plan’’). When the

2002 Plan was available for the issuance  of new awards, the  Company’s board of directors determined
eligibility, vesting schedules, and exercise prices for options  granted thereunder. Options  generally  have
a term of ten years.

Under the 2002 Plan, eligible persons could  be  issued options  for services rendered  to  the

Company. Under the 2002 Plan, the purchase price per share for  each option  granted could not be less
than 100% of the fair market value of  the  Company’s  common  stock on the  date of such option  grant;
provided, however, that the purchase price  per  share of  common  stock issued to a 10%  stockholder
could not be less than 110% of the fair  market  value  of  the Company’s  common stock on  the date of
such option grant. Options generally  vest over a  three-year period.

In December 2006, the Company adopted its 2006 Equity Incentive  Plan (‘‘2006 Plan’’). The 2006

Plan was effective on May 24, 2007,  the  date the Company  completed its initial public  offering of
common stock. The 2002 Plan became  unavailable for new awards upon the effectiveness of the 2006
Plan. Unissued awards under the 2002  Plan are  available  for  future grant  under the  2006 Plan. If any
outstanding option under the 2002 Plan expires or is  canceled, the shares allocable to the unexercised
portion of that option will be added to the share reserve under  the 2006 Plan and will  be  available  for
grant under the 2006 Plan. As of December  31, 2015,  the Company had 19,890,500 shares approved  for
issuance under its option plans. At December 31, 2015, the Company  had  262,461 shares  available  for
future grant under the 2006 Plan.

90

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

Stock Options

The following table summarizes the Company’s stock option activity:

Options Outstanding at December 31, 2012 . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Outstanding at December 31, 2013 . . . . . . . . . . .

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . . . . . . . . . .

Number
of Shares

12,083,677
98,500
(119,349)
(535,830)
11,526,998

957,000
(468,279)
(529,418)

Options Outstanding at December 31, 2014 . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . . . . . . . . . .

11,486,301
1,415,200
(608,279)
(805,284)

Weighted
Average
Exercise
Price

$11.75
13.47
5.24
12.64
$11.79

10.23
3.78
13.40

$11.91
5.39
2.96
14.04

Weighted
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value

Options Outstanding at December 31, 2015 . . . . . . . . . . .

11,487,938

$11.44

Options Exercisable at December 31,  2015 . . . . . . . . . . .

9,736,608

$12.32

4.93

4.13

—

—

As of December 31, 2015, there was  $4,907 of  total  unrecognized compensation cost related to

unvested shares underlying outstanding  stock options. That cost  is expected  to  be  expensed over a
remaining weighted average period of 2.28 years. The total fair value of shares vested  during the year
ended December 31, 2015 was $7,958.

The intrinsic value of all stock options exercised during 2013, 2014 and 2015  was  $935, $2,568 and

$2,197 respectively.

The fair value of each stock option granted was  estimated  as of the date  of  grant using the Black-

Scholes option pricing model and using  the following assumptions:

Years Ended December 31,

2013

2014

2015

Dividend yield . . . . . . . . . . .
Expected volatility . . . . . . . .
Risk-free interest rate . . . . . .
Expected life in years . . . . . .

0.0%

0.0%
51.0% to 55.6% 52.3% to 67.0% 59.2% to 72.0%
1.7% to 1.8%
1.1% to 1.8%
1.0% to 1.9%
6.0
6.0
6.0

0.0%

The weighted-average grant date fair  values of stock options granted  during  the years ended
December 31, 2013, 2014 and 2015, were  $6.86, $5.32 and $3.29,  respectively. The volatility amounts
used during the periods were estimated  based on the Company’s  historical volatility and the Company’s

91

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

implied volatility of its traded options. The expected lives used during  the periods were based on
historical exercise periods and the Company’s  anticipated exercise periods for its outstanding stock
options. The risk free interest rates used  during the periods were based on the U.S. Treasury yield
curve for the expected life of the stock  options  at the time  of grant. The Company recorded $13,751,
$7,286 and $5,195 of stock option expense during  the years ended December 31,  2013, 2014 and 2015,
respectively. The Company has not recorded any tax benefit related to its stock option expense.

Market-Based Performance Restricted Stock Units

The Company granted 2,034,500 market-based  performance restricted stock units (‘‘Market-Based
RSUs’’) to certain key employees during  2012 and  2014. A holder of Market-Based  RSUs  will receive
one share of the Company’s common  stock for  each Market-Based RSU held if (x) between two  years
and four years from the date of grant  of the Market-Based RSU, the closing price of the Company’s
common stock equals or exceeds, for  twenty consecutive trading days, 135% of the closing price  of the
Company’s common stock on the Market-Based RSU grant date (the ‘‘Stock Price Condition’’) and
(y) the holder is employed by the Company at the time  the Stock Price Condition  is satisfied. If the
Stock Price Condition is not satisfied  prior to four years from the date of grant, the Market-Based
RSUs are automatically forfeited. As  a result, on January 25, 2016, Market-Based RSUs granted in
January 2012 and entitling the holders to receive 1,215,000 shares of the Company’s  common stock
were forfeited for failure to satisfy the applicable Stock  Price Condition.

The Market-Based RSUs are subject  to the terms  and conditions of the  2006 Plan and  a Notice of

Grant of Restricted Stock Unit and Restricted Stock Unit Agreement.

The following table summarizes the Company’s Market-Based RSU activity:

RSU Outstanding at December 31, 2012 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . .

RSU Outstanding at December 31, 2013 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . .

RSU Outstanding at December 31, 2014 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or Expired . . . . . . . . . . . . . . . . . .

RSU Outstanding and Unvested at

Number of
Shares

1,545,000
—
—
—

1,545,000
489,500
—
(265,500)

1,769,000
—
—
—

Weighted
Average
Fair Value
at Grant
Date

Weighted
Average
Remaining
Contractual
Term (in years)

$11.42
—
—
—

$11.42
8.26
—
10.62

$10.67
—
—
—

December 31, 2015 . . . . . . . . . . . . . . . . . . .

1,769,000

$10.67

0.58

92

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

As of December 31, 2015, there was  $2,063 of  total  unrecognized compensation cost related to
unvested shares underlying outstanding  Market-Based RSUs. That cost  is expected to be expensed over
a remaining weighted average period  of  0.09 year.

The Company recorded $8,821, $2,556 and $1,770 of expense in 2013, 2014 and 2015, respectively,

related to the Market-Based RSUs. The  Company has not recorded any tax benefit related to its
Market-Based RSU expense.

Service-Based Restricted Stock Units

The Company has granted service-based restricted stock  units (‘‘Service-Based RSUs’’) to key

employees that vest annually over the  three  years  following the date of grant  at a rate of 34%, 33%
and 33%, respectively, if the holder is in  service to the  Company at each vesting date. The Service-
Based RSUs are subject to the terms and conditions of the 2006 Plan and a Notice of Grant  of
Restricted Stock Unit and Restricted Stock Unit Agreement.

The following table summarizes the Company’s Service-Based RSU activity:

Weighted
Average
Fair Value
at Grant
Date

Weighted
Average
Remaining
Contractual
Term (in years)

Number of
Shares

RSU Outstanding at December 31, 2012 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . .

— $ —
13.09
—
—

45,836
—
—

RSU Outstanding at December 31, 2013 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . .

45,836
792,500
(15,584)
—

RSU Outstanding at December 31, 2014 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . .

822,752
1,167,750
(283,726)
(56,000)

$13.09
5.54
13.09
—

$ 5.82
5.38
5.94
5.57

RSU Outstanding and Unvested at

December 31, 2015 . . . . . . . . . . . . . . . . . . .

1,650,776

$ 5.50

2.19

As of December 31, 2015, there was  $7,535 of total unrecognized compensation cost related to
unvested shares underlying outstanding  Service-Based RSUs. That cost is expected  to  be  expensed over
a remaining weighted average period  of  2.25  years.

The Company recorded $51, $365 and $2,622 of  expense in  2013, 2014 and 2015,  respectively,

related to the Service-Based RSUs. The  Company has not recorded  any tax benefit  related to its
Service-Based RSU expense.

93

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

The fair value of each Service-Based RSU  granted during the year ended December 31, 2015 was

estimated using the closing stock price of the  Company’s common  stock on the  date of grant.

Employee Stock Purchase Plan

On May 7, 2013, the Company adopted  an employee stock  purchase plan (the ‘‘ESPP’’), pursuant

to which eligible employees may purchase  shares of  the Company’s common stock at  85% of the fair
market value of the common stock on  the last trading day of two consecutive, non-concurrent offering
periods each year. The Company has  reserved 2,500,000  shares  of its  common stock for issuance under
the ESPP, and the first offering period under the ESPP commenced  on September 1, 2013.

The Company recorded $29, $67 and  $50 of expense related to the ESPP during 2013, 2014 and

2015, respectively. The Company has  not  recorded any tax benefits related to its  ESPP expense.  As of
December 31, 2015, the Company had  issued an aggregate of 152,389 shares pursuant to the ESPP.

Non-Qualified Non-Public Subsidiary Unit Options

In September 2013, the Company’s wholly owned subsidiary  Clean Energy Renewables  adopted a

unit option plan (the ‘‘Clean Energy  Renewables Plan’’). 150,000 Class B units  representing
membership interests in Clean Energy Renewables were  initially reserved for issuance under the Clean
Energy Renewables Plan.

The following table summarizes Clean Energy Renewables’ unit option activity during the  year

ended December 31, 2015:

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic
Value

Number of
Units

Options Outstanding at December 31, 2012 . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited or expired . . . . . . . . . . . . . . . . . . .

— $ —
40.80
—
—

115,000
—
—

Options Outstanding at December 31, 2013 . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited or expired . . . . . . . . . . . . . . . . . . .

Options Outstanding at December 31, 2014 . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited or expired . . . . . . . . . . . . . . . . . . .

115,000
—
—
—

115,000
—
—
(7,000)

$40.80
—
—
—

$40.80
—
—
40.80

Options Outstanding and non-vested,  December  31,

—

—

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108,000

$40.80

$—

94

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(11) Stockholders’ Equity (Continued)

As of December 31, 2015, there was  $803 of  total  unrecognized compensation cost related to

unvested units underlying outstanding  unit options.  That  cost  is expected to be expensed over a
remaining period of 0.50 years.

The fair value of each unit option is  estimated as of the  date  of  grant using the  Black-Scholes

option pricing model and using the following assumptions:

Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.0%
96.4%
1.9%
6.0

The grant date fair value of unit options granted in September 2013 was  $31.65,  which was
determined contemporaneously with  the  unit  option grants. The volatility amounts used during the
period were estimated based on the historical volatility  of a certain peer group of Clean  Energy
Renewables for a period commensurate  with the expected life of the  unit options granted. The
expected life used was Clean Energy Renewables’  anticipated exercise  periods for its outstanding unit
options. The risk free interest rate was based  on the U.S. Treasury yield curve  for the  expected life  of
the unit options at the time of grant.  Clean Energy Renewables recorded $356, $1,240 and $1,115 of
unit option expense during 2013, 2014 and 2015,  respectively. Clean Energy  Renewables has not
recorded  any tax benefit related to its unit option  expense.

(12) Income Taxes

The components of loss before income taxes for the years ended  December 31, 2013, 2014  and

2015 are as follows:

U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(40,195) $(64,913) $(111,437)
(22,407)
(24,871)
(23,009)

2013

2014

2015

$(63,204) $(89,784) $(133,844)

95

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(12) Income Taxes (Continued)

The provision for income taxes consists  of  the following:

2013

2014

2015

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

87
310
2,910

$ 190
238
1,017

$

9
248
912

Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,307

1,445

1,169

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134
47
227

408

29
(10)
(389)

(370)

337
71
37

445

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,715

$1,075

$1,614

Income tax expense for the years ended December 31, 2013,  2014 and 2015 differs from the
‘‘expected’’ amount computed using the  federal income tax rate of 35%  as a result  of the following:

2013

2014

2015

Computed expected tax (benefit) . . . . . . . . . . . . . .
Nondeductible expenses . . . . . . . . . . . . . . . . . . . . .
Tax  rate differential on foreign earnings . . . . . . . . .
Basis difference on sale . . . . . . . . . . . . . . . . . . . . .
Tax  credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . .

$(22,121) $(30,415) $(46,846)
24,998
10,690
3,701
5,733
—
—
(9,988)
(8,286)
(372)
(1,121)
30,121
24,474

7,216
2,993
(6,457)
(35,604)
82
57,606

Total tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,715

$ 1,075

$ 1,614

During  2013, federal tax legislation extended  the VETC through December 31, 2013 with
retroactive effect to the beginning of  2012, during 2014, federal tax legislation extended the VETC
through December 31, 2014 with retroactive effect to the  beginning of  2014 and  during  2015, federal
tax legislation extended the VETC through  December  31, 2016 with retroactive effect to the beginning
of 2015. Additionally, in 2013 federal tax  guidance was issued  that clarified  that  the VETC in  excess of
the Company’s fuel tax obligation, which is  collected  from customers, can be excluded from  taxable
income. The Company recorded a federal tax benefit of  $9,298, $8,221 and  $7,068 related  to  the
exclusion of VETC associated with 2015 2014  and  2013 fuel sales in  excess  of its  fuel  tax obligation and
a federal tax benefit of $27,497 was recorded  in 2013 related to the exclusion of similar  VETC amounts
associated with fuel sales from 2006 through 2012. These amounts increased  the Company’s  deferred
tax asset attributed to its federal net  operating  loss carryforwards and the Company’s deferred tax asset
valuation allowance.

96

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(12) Income Taxes (Continued)

Deferred tax assets and liabilities result  from differences between the financial statement carrying
amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that
give rise  to deferred tax assets and liabilities  as of  December  31, 2014 and 2015 are as follows:

2014

2015

Deferred tax assets:

Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales-type leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative minimum tax and general  business credits . . . .
Derivative loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock option expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

4,834
908
4,966
527
21,741
2,596
147,706

$

4,512
154
5,780
—
23,113
2,283
174,157

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . .

183,278
(160,436)

209,999
(189,203)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . .

22,842

20,796

Deferred tax liabilities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partnership income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(20,028)
(3,864)
—

(17,398)
(4,600)
(293)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . .

(23,892)

(22,291)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . .

$

(1,050) $

(1,495)

At December 31, 2015, the Company  had federal,  state and foreign  net operating loss

carryforwards of approximately $438,384, $336,251 and $58,090,  respectively. The Company’s federal,
state and foreign net operating loss carryforwards will, if not utilized, expire beginning in  2026, 2016
and 2028, respectively. The Company  also  has federal tax credit  carryforwards of $5,572 that will  expire
beginning in 2026. Due to the change of  ownership provisions  of Internal Revenue  Code  Section 382,
utilization of a portion of the Company’s  net operating loss  and  tax credit carryforwards  may be limited
in future periods.

In assessing the realizability of the net deferred tax assets, management considers  whether it  is

more likely than not that some or all  of  the deferred  tax  assets will  not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers projected
future taxable income and tax planning  strategies  in making this assessment.  As of December 31, 2014
and 2015, the Company provided a valuation allowance of $160,436, and $189,203, respectively, to
reduce the net deferred tax assets due  to  uncertainty surrounding the realizability of these assets.  The
net increase in the valuation allowance for  the years ended December 31, 2014  and 2015 was $23,468,
and $28,767, respectfully. The changes in  the valuation allowance were primarily attributable to
operating losses incurred in certain jurisdictions for which  a  full valuation allowance was established.

97

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(12) Income Taxes (Continued)

As of December 31, 2015, the Company has  not  provided deferred U.S. income taxes or foreign
withholding taxes on temporary differences of approximately $2,828 resulting from  earnings of certain
non-U.S.  subsidiaries which are permanently reinvested outside the U.S. Unrecognized deferred taxes
on remittance of these funds are not  expected to be material.

The Company does not recognize the  impact of a  tax position  in its  financial statements unless  the

position is more likely than not to be sustained,  based  on the technical merits of the position. The
Company has unrecognized tax benefits of $27,497  at December 31, 2015 included  $692 of tax benefits
that, if recognized, would reduce the  Company’s  annual effective tax rate. The remaining $26,805, if
recognized, would not result in a tax  benefit  since it would  be  fully offset with  a valuation  allowance.

The following is a tabular reconciliation of the total amounts of unrecognized tax  benefits for the

years ended December 31, 2013, 2014 and 2015:

Unrecognized tax benefit—December 31,  2013 . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in current year . . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior years . . . . . . . . . . . . . . . . . . . . . . .

$17,398
4,722
(146)

Unrecognized tax benefit—December 31,  2014 . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in current  year . . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior years . . . . . . . . . . . . . . . . . . . . . . .

21,974
5,523
—

Unrecognized tax benefit—December 31,  2015 . . . . . . . . . . . . . . . . . . . . .

$27,497

The increase in the Company’s unrecognized tax benefits  during 2014  and  2015 is primarily

attributable to the portion of VETC offset  by  the fuel  tax  the Company collected from its customers  as
an unrecognized tax benefit during 2014 and 2015.  The Company  believes the  portion of VETC  that is
offset by the fuel tax the Company collects  from its  customers can  be  excluded from taxable income,
although the ultimate outcome of this  tax  position is  uncertain.

FASB authoritative guidance requires the Company to accrue interest  and  penalties  where there is
an underpayment of taxes based on the Company’s best estimate of the amount ultimately  to  be  paid.
The Company’s policy is to recognize  interest accrued  related to unrecognized tax benefits  and
penalties as income tax expense. In addition  to  the unrecognized  tax  benefits noted above, the
Company accrued $120 and $178 of interest expense and  penalties as  of  December  31, 2014 and 2015,
respectively. The Company recognized  interest expense related to uncertain  tax positions of  $48, $54
and $58 during 2013, 2014 and 2015, respectively.

The Company is subject to taxation in the  United States and various states and  foreign

jurisdictions. The Company’s tax years for  2011 through  2015 are subject to examination by various  tax
authorities. The Company is no longer subject to U.S. examination for years before 2012, and for state
tax examinations for years before 2011.

A number of years may elapse before an uncertain  tax  position is finally resolved.  It is often

difficult to predict  the final outcome  or the timing  of resolution of any  particular uncertain tax position,
but the Company believes that its reserves  for  income  taxes  reflect the most  probable outcomes. The
Company adjusts the reserve, as well  as the related interest and  penalties, in light of changing  facts and
circumstances. The amount of penalties accrued is  immaterial. Settlement of  any particular position

98

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(12) Income Taxes (Continued)

would usually require the use of cash and result in the reduction of the related reserve, or there could
be a change in the amount of the Company’s net operating loss. The resolution of  a matter would be
recognized as an adjustment to the provision for  income taxes at the effective tax rate in the  period of
resolution. Other than an increase attributable to the  VETC received in 2016 that offsets  fuel tax
liability, which cannot be accurately estimated, the Company does not expect a significant increase or
decrease in its uncertain tax positions within the  next  twelve months.

(13) Commitments and Contingencies

Environmental Matters

The Company is subject to federal, state, local,  and foreign environmental laws and  regulations.

The Company does not anticipate any  expenditures to comply with such laws and  regulations that
would have a material impact on the  Company’s  consolidated financial position, results of  operations or
liquidity. The Company believes that its operations  comply,  in all material respects,  with applicable
federal, state, local and foreign environmental  laws and regulations.

Litigation, Claims and Contingencies

The Company may become party to various legal actions that  arise in the ordinary course  of its
business. During the course of its operations, the  Company is also subject to audit by tax authorities for
varying periods in various federal, state, local  and  foreign  tax jurisdictions. Disputes  may arise during
the course of such audits as to facts and  matters of law. It is  impossible to determine the ultimate
liabilities that the Company may incur resulting from any of these lawsuits, claims  and proceedings,
audits, commitments, contingencies and  related  matters or the timing of these liabilities, if any. If these
matters were to ultimately be resolved  unfavorably, an outcome not currently anticipated, it  is possible
that such an outcome could have a material adverse effect  upon the Company’s consolidated financial
position, results of operations or liquidity. However, the Company believes that the ultimate  resolution
of such matters will not have a material adverse effect on the Company’s consolidated financial
position, results of operations or liquidity.

Operating Lease Commitments

The Company leases facilities, including the land  for its LNG production plant in  Boron,
California, and certain equipment under  noncancelable operating leases expiring  at various  dates
through 2038. The following schedule  represents  the future minimum lease obligations for all
noncancelable operating leases as of  December 31, 2015:

Fiscal year:
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,998
7,750
6,106
5,909
5,388
20,874

Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$54,025

99

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(13) Commitments and Contingencies  (Continued)

Rent expense, including variable rent, totaled $10,504,  $10,140, and $8,629 for the years ended

December 31, 2013, 2014 and 2015, respectively.

Long-Term Take-or-Pay Natural Gas Supply  Contracts

In October 2007, the Company entered  into  an  LNG supply contract with Desert Gas Services
(formerly known as Spectrum Energy Services, LLC) (‘‘DGS’’) to purchase, on a take-or-pay basis,
45,000 gallons of LNG per day, which was increased to 65,000 gallons per  day in March 2014, from a
plant constructed by DGS in Ehrenberg,  Arizona, which is near the California border. This obligation
began in March 2010, and for the years  ended December 31, 2013, 2014  and  2015, the Company paid
approximately $11,404, $14,267, and $11,852  respectively, under this contract. The contract expires in
October 2017. At December 31, 2015, the fixed commitments under this contract totaled approximately
$4,579 and $3,816 for the years ending  December  31, 2016 and 2017, respectively.

During  2015, the Company entered into a  CNG supply contract with Jacksonville Transit Authority
(‘‘JTA’’) to purchase CNG, on a take-or-pay  basis, starting  in January of  2016 and extended to expire in
December 2020. At December 31, 2015,  the fixed commitments under the JTA contract totaled
approximately $71, $203, $313, $429 and  $548 for the years ending  December 31, 2016, 2017, 2018,
2019, 2020, respectively.

(14) Geographic Information

Disclosures are required for certain information  regarding  operating segments,  products and

services, geographic areas of operation and major customers. Segment reporting is based upon the
‘‘management approach,’’ which assesses, how  management organizes the Company’s operating
segments for which separate financial information is (1) available and (2) evaluated regularly by the
Chief Operating Decision Maker (‘‘CODM’’)  in  deciding how to allocate  resources and in assessing
performance. The Company’s CODM  is  the Chief Executive Officer.

The Company operates in a single segment to sell natural  gas. In making  operating decisions, the

CODM primarily considers consolidated  financial information, accompanied  by  disaggregated
information about revenues by geographic region. The assessment of operating results and the
allocation of resources among the components of the business by the CODM are made on a project by
project basis, rather than on a component-by-component basis, and are based on looking at the
economics of a mix of product and services for  a customer.

Several of the Company’s functions, including marketing, engineering, and finance are performed

at the corporate level. As a result, significant interdependence and overlap exists among the Company’s
geographic areas. Geographic revenue data reflect  internal allocations and are  therefore subject to
certain assumptions and the Company’s methodology. Accordingly,  revenue,  operating income (loss),
and long-lived assets shown for each  geographic  area may not be the amounts  which would have been
reported if the geographic areas were  independent  of one  another. Revenue by geographic area is

100

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(14) Geographic Information (Continued)

based on where services are rendered  and  finished goods are  sold.  Operating income (loss) is  based on
the location of the entity selling the finished goods  or providing the services.

Revenue:

United States . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$292,250
13,922
46,303

$360,881
16,241
51,818

$330,003
21,818
32,499

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . .

$352,475

$428,940

$384,320

2013

2014

2015

Operating income (loss):

United States . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (44,797) $ (41,543) $ (33,067)
(4,980)
(3,576)

(1,594)
(5,300)

(3,087)
(9,734)

Total operating income (loss) . . . . . . . . . . . . .

$ (51,691) $ (54,364) $ (41,623)

Long-lived assets:

United States . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$544,638
103,997
7,537

$582,028
85,984
6,854

$582,644
68,292
5,693

Total long-lived assets

. . . . . . . . . . . . . . . . . .

$656,172

$674,866

$656,629

The Company’s goodwill and intangible assets  at December 31,  2013, 2014 and 2015 relate to its

United States operations and its BAF (through June 28,  2013, see note 2), Clean Energy Compression,
Clean Energy Cryogenics, and NG Advantage (beginning on  October 14, 2014, see  note 2) operations.

(15) 401(k) Plan

The Company has established a savings plan (‘‘Savings Plan’’) which is qualified under

Section 401(k) of the Internal Revenue Code. Eligible  employees may elect to make contributions  to
the Savings Plan through salary deferrals  of  up to 90% of their base pay, subject to Internal Revenue
Code limitations. The Company may  make discretionary contributions to the Savings  Plans  that  are
subject to limitations. For the years ended December 31,  2013,  2014 and 2015 the  Company contributed
approximately $1,448, $1,040, and $304 of  matching contributions to the Savings Plan, respectively.

(16) Supplier Concentrations

During  2013, 2014 and 2015, the Company incurred approximately 3%, 4%,  and 1%  respectively,

of its natural gas expense related to  its LNG sales from Williams Gas  Processing Company pursuant to
a floating rate purchase contract that includes minimum  purchase  commitments. During 2013,  2014 and
2015, the Company incurred approximately 22%,  17%, and 16% respectively,  of its  natural gas  expense
related to its  LNG sales from Shell Energy, which  supplied the  Company’s LNG  plant  in California and
supplies DGS’s plant in Arizona, where  the Company has  a take  or pay  obligation  to  DGS.  See  note 13
for further information regarding the  DGS take or pay obligation. During 2013, 2014  and 2015,  the
Company incurred approximately 7%, 3%, and 7%, respectively,  of its  natural  gas costs  related to its

101

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(16) Supplier Concentrations (Continued)

CNG operations from the SoCal Gas Company  and San Diego Gas  and Electric. The Company
incurred approximately 24% and 19%  of  its  natural gas expense related to its LNG and CNG
purchases from BP Energy during 2014 and 2015, respectively. Vermont Gas Systems supplies natural
gas to our subsidiary NG Advantage.  For  the years ended  2014 and  2015 Vermont Gas Systems
accounted for approximately 0% and  10%  of the Company’s natural gas expense,  respectively.

(17) Capitalized Lease Obligation and Receivables

The Company leases equipment under capital leases  with  a weighted-average interest  rate of

9.71%. At December 31, 2015, future payments under  these capital leases are as follows:

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,688
1,738
1,739
1,633
660
633

8,091
(1,643)

6,448
(1,294)

Capital lease obligations, less current  portion . . . . . . . . . . . . . . . . . . . . .

$ 5,154

The value of the equipment under capital lease as of December 31, 2014  and 2015 was $4,898 and

$8,970, with related accumulated amortization of $1,936 and $2,766, respectively.

The Company also leases certain fueling station equipment to certain customers under  sales-type

leases at a weighted average effective  interest rate of 10.62%. The leases are  payable in  varying
monthly installments through February  2018.

At December 31, 2015, future receipts under these leases  are  as follows:

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

563
380
251
186
186
1,798

3,364
(1,575)

$ 1,789

102

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(18) Fair Value Measurements

The Company follows the authoritative  guidance for  fair  value measurements  with respect to assets

and liabilities that are measured at fair value on a recurring  basis and nonrecurring basis.  Under the
standard, fair value is defined as the  exit  price, or  the amount that would be received to sell  an asset or
paid to transfer a liability in an orderly transaction  between market participants, as of the measurement
date.  The standard also establishes a hierarchy  for inputs used in  measuring fair  value that maximizes
the use of observable inputs and minimizes the  use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs are inputs market participants would  use
in valuing the asset or liability developed based on market data obtained from sources independent of
the Company. Unobservable inputs are  inputs that  reflect the Company’s assumptions about the factors
market participants would use in valuing the asset or liability developed based upon the best
information available in the circumstances.  The  hierarchy consists of the following  three levels: Level 1
inputs are quoted prices (unadjusted)  in  active markets  for identical assets or  liabilities; Level 2 inputs
include quoted prices for similar assets  or liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,  and  inputs (other  than quoted prices) that are
observable for the asset or liability, either directly or  indirectly; Level 3 inputs are unobservable inputs
for the asset or liability. Categorization  within the  valuation hierarchy is based upon the lowest level of
input that is significant to the fair value  measurement.

During  the twelve months ended December 31, 2015, the Company’s financial instruments
consisted of available-for-sale securities, debt instruments  and liability-classified warrants (some of
which  are our Series I Warrants). The Company’s available-for-sale securities are classified within
Level 2 because they are valued using the  most recent  quoted prices for  identical assets in  markets  that
are not active and quoted prices for similar  assets in  active markets. The liability-classified warrants  are
classified within Level 3 because the  Company uses  the Black-Scholes option  pricing model to estimate
the fair value based on inputs that are not observable in any market. The fair values of the Company’s
debt instruments approximated their carrying values at  December  31, 2014 and 2015.

The following tables provide information by  level for assets and liabilities that are measured at fair

value on  a recurring basis as of December  31, 2014 and December 31, 2015, respectively:

Description

Assets:
Available-for-sale securities(1):

Balance at
December 31,
2014

Level 1

Level 2

Level 3

Certificate of deposits . . . . . . . . . . . . . . .
Municipal bonds and notes . . . . . . . . . . .
Zero coupon bonds . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . .

Liabilities:
Warrants(2) . . . . . . . . . . . . . . . . . . . . . . . .

$35,355
38,652
3,306
45,233

$— $35,355
38,652
3,306
45,233

—
—
—

$ —
—
—
—

1,416

—

— 1,416

103

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(18) Fair Value Measurements (Continued)

Description

Assets:
Available-for-sale securities(1):

Balance at
December 31,
2015

Level 1

Level 2

Level 3

Certificate of deposits . . . . . . . . . . . . . . .
Municipal bonds and notes . . . . . . . . . . .
Zero coupon bonds . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . .

Liabilities:
Warrants(2) . . . . . . . . . . . . . . . . . . . . . . . .

$48,551
16,790
499
37,104

$— $48,551
16,790
499
37,104

—
—
—

$ —
—
—
—

632

—

— 632

(1) Included in short-term investments  in the consolidated balance sheets. See note  4 for

further information.

(2) Included in accrued liabilities and  other long-term liabilities in the consolidated balance

sheets.

The following tables provide a reconciliation  of the beginning and ending balances  of  items

measured at fair value on a recurring  basis in the tables  above that  used significant unobservable  inputs
(Level 3).

Liabilities: Warrants

2014

2015

Beginning Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,164

$ 2,046

Gain included in earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warrants acquired from NG Advantage acquisition (see note 11) .

(5,748)
630

(1,414)
—

Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,046

$

632

Valuation Processes for Level 3 Fair Value  Measurements and Sensitivity to Changes in Significant

Unobservable Inputs

The fair value measurements are compared to those of the  prior reporting periods to ensure that
changes are consistent with expectations  of management based  upon  the sensitivity  and nature of the
inputs.

104

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share  data)

(18) Fair Value Measurements (Continued)

Series I Warrant Liability

The Company estimated the fair value of  its Series I Warrant liability using the Black-Scholes

option pricing model based on the following  inputs as of December 31, 2015:

Unobservable Inputs

Current market price of the Company’s common stock . . . . . . . . . . . . . . .
Exercise price of the warrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remaining term of the warrant
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Implied volatility of the Company’s common stock . . . . . . . . . . . . . . . . . .
Assumed discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Range
or
Weighted
Average

$ 3.60
$12.54

0.00%
0.33
83.05%
0.33%

Significant changes in any of those inputs in isolation  can result in a significant change in  the fair
value measurement. Generally, a positive change in  the market price of  the  Company’s common  stock,
an increase in the volatility of the Company’s common stock, or an increase  in the remaining term of
the warrant would result in a directionally similar  change in the  estimated  fair value  of the Company’s
Series I Warrants and thus an increase  in  the associated liability. An increase in  the assumed discount
rate or a  decrease in the positive differential between the warrant’s exercise price  and the  market price
of the Company’s common stock would result in a decrease in the  estimated  fair value measurement of
the Series I Warrants and thus a decrease  in the  associated liability. The Company  has not, nor does it
plan  to, declare dividends on its common  stock,  and  thus, there is no  directionally  similar change in  the
estimated fair value of the warrants due  to the  dividend assumption.

105

Item 9. Changes in and Disagreements with Accountants  on Accounting  and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and  Procedures.

Our management, under the supervision and with the participation of our Chief Executive  Officer

and Chief Financial Officer (our principal  executive and principal  financial  officers, respectively),
evaluated the effectiveness of our disclosure controls  and  procedures pursuant  to  Rule 13a-15 under
the Exchange Act. Our controls and  procedures are  designed to ensure that information  required to be
disclosed in the reports that we file or submit under the  Exchange Act is recorded,  processed,
summarized and reported within the time periods specified  in the Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer  and  Chief  Financial Officer, as appropriate,  to  allow  timely
decisions regarding required disclosure. In designing  the disclosure controls  and procedures,
management recognizes that any controls and procedures,  no matter  how well  designed and operated,
can provide only reasonable assurance of  achieving the  desired  control objectives.  In  addition, the
design of our disclosure controls and  procedures  must reflect the fact  that  there are resource
constraints and that management is required to apply its judgment in evaluating the  benefits of possible
controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief  Financial Officer
concluded that, as of December 31, 2015, our disclosure controls  and  procedures were effective.

Changes  in Internal Control over Financial Reporting.

We  regularly review and evaluate our  system of internal control over financial reporting  and make

changes to our processes and  systems  to  improve controls  and  increase efficiency, while ensuring that
we maintain an effective internal control  environment. Changes may include  such activities  as
implementing new, more efficient systems, consolidating activities,  and migrating processes.

There were no changes in our internal control  over financial reporting that occurred during our

most recently completed fiscal quarter that  have  materially affected, or are reasonably  likely to
materially affect, our internal control  over financial reporting.

Management’s Report on Internal Control  Over Financial Reporting

Our management is responsible for establishing and  maintaining adequate internal  control over
our  financial reporting (as defined in Rule  13a-15(f)  under the Exchange Act). Our management,  with
the participation of our Chief Executive  Officer and Chief Financial Officer, assessed the effectiveness
of our internal control over financial  reporting as of December 31, 2015.  In making its assessment of
the effectiveness of our internal control  over financial reporting, our  management used the criteria set
forth by  the Committee of Sponsoring Organizations  of the  Treadway Commission (‘‘COSO’’) in
Internal Control—Integrated Framework  (2013). Based on these criteria, our management  has concluded
that, as of December 31, 2015, our internal control over  financial reporting  is effective. Our
independent registered public accounting  firm, KPMG  LLP, has issued an attestation on our internal
control over financial reporting, which  is included in  Part II, Item  8 of this annual report on
Form 10-K.

Item 9B. Other Information.

On February 29, 2016, we entered into a Loan and Security Agreement  (‘‘LSA’’) with PlainsCapital

Bank (‘‘Plains’’), pursuant to which Plains agreed  to  lend  us up to $50.0 million on a revolving basis

106

from time to time for a term of one  year (the ‘‘Credit Facility’’). All amounts  advanced under the
Credit  Facility are due and payable on  February  29, 2017. The Credit Facility is evidenced by a
promissory note we issued on February  29, 2016 in  favor of Plains (the ‘‘Plains Note’’). Interest on the
Plains Note is payable monthly and accrues at  a rate  equal to the greater of (i) the then-current
LIBOR rate plus 2.30% or (ii) 2.70%. As collateral security for the  prompt  payment in  full when  due
of our obligations to Plains under the  LSA and the  Plains Note, we pledged  to  and granted  Plains  a
security interest in all of our right, title and interest in  the cash  and corporate and municipal bonds
rated AAA, AA or A by Standard & Poor’s Rating Services that  we  hold in an account at Plains. In
connection with such pledge and security interest  granted under  the Credit  Facility, on February 29,
2016, we entered into a Pledged Account  Agreement with  Plains and PlainsCapital  Bank—Wealth
Management and Trust (the ‘‘Pledge  Agreement’’ and collectively with the LSA and the Plains Note,
the ‘‘Plains Loan Documents’’).

The Plains Loan Documents include  certain  covenants and  also  provide for customary events of
default, which, if any of them occurs, would  permit  or require, among other things, the principal  of,
and accrued interest on, the Credit Facility to become, or to be declared, due and payable. Events  of
default under the Plains Loan Documents include, among others,  the occurrence  of  certain bankruptcy
events, the failure to make payments when due under  the Plains Note and the  transfer  or disposal  of
the collateral under the LSA.

107

Item 10. Directors, Executive Officers and  Corporate Governance.

PART III

The information required by this item is  incorporated by reference  to  the proxy statement for our
2016 Annual Meeting of Stockholders  to  be filed with  the Securities and Exchange Commission within
120 days after the end of the fiscal year  ended December 31, 2015.

Item 11. Executive Compensation.

The information required by this item is  incorporated by reference  to  the proxy statement for our
2016 Annual Meeting of Stockholders  to  be filed with  the Securities and Exchange Commission within
120 days after the end of the fiscal year  ended December 31, 2015.

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

Matters.

The information required by this item is  incorporated by reference  to  the proxy statement for our
2016 Annual Meeting of Stockholders  to  be filed with  the Securities and Exchange Commission within
120 days after the end of the fiscal year  ended December 31, 2015.

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

The information required by this item is  incorporated by reference  to  the proxy statement for our
2016 Annual Meeting of Stockholders  to  be filed with  the Securities and Exchange Commission within
120 days after the end of the fiscal year  ended December 31, 2015.

Item 14. Principal Accounting Fees and  Services.

The information required by this item is  incorporated by reference  to  the proxy statement for our
2016 Annual Meeting of Stockholders  to  be filed with  the Securities and Exchange Commission within
120 days after the end of the fiscal year  ended December 31, 2015.

108

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Consolidated Financial Statements.

PART IV

The following documents are filed in Part  II, Item 8  of this annual report on Form 10-K:

Report of Independent Registered Public Accounting  Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders’  Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules.

The financial statement schedule set forth below is  filed as  a part of this  annual report  on
Form 10-K. All other schedules have  been  omitted as  they  are  not required,  not  applicable,  or the
required information is otherwise included.

Schedule II: Valuation and Qualifying  Accounts

Allowances for
Doubtful Trade
Receivables

Allowance for
Doubtful Notes
Receivables

Balance at December 31, 2012 . . . . . . . . . . . . . . . . . .
Charges (benefit) to operations . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2013 . . . . . . . . . . . . . . . . . .
Charges (benefit) to operations . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2014 . . . . . . . . . . . . . . . . . .
Charges (benefit) to operations . . . . . . . . . . . . . . . .
Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 905
454
(527)

832
387
(467)

752
1,514
(371)

$ 909
1,507
—

2,416
890
(456)

2,850
1,142
(2)

Balance at December 31, 2015 . . . . . . . . . . . . . . . . . .

$1,895

$3,990

(a)(3) Exhibits.

The information required by this Item 15(a)(3) is  set forth  on the  exhibit index  that  immediately

follows the signature page to this Annual Report on Form  10-K and is incorporated  herein  by
reference.

109

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.

SIGNATURES

CLEAN ENERGY FUELS CORP.

By:

/s/ ANDREW J. LITTLEFAIR

Andrew J. Littlefair
President and Chief Executive Officer

Date: March 3, 2016

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/ ANDREW J. LITTLEFAIR

Andrew J. Littlefair

President, Chief Executive Officer
(Principal Executive Officer) and a
Director

March  3, 2016

/s/ ROBERT M.  VREELAND

Robert M. Vreeland

Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)

March  3, 2016

/s/ WARREN I. MITCHELL

Warren I. Mitchell

/s/ VINCENT C. TAORMINA

Vincent C. Taormina

/s/ JOHN S. HERRINGTON

John S. Herrington

/s/ JAMES C. MILLER III

James C. Miller III

/s/ BOONE PICKENS

Boone Pickens

Chairman of the Board and Director

March  3, 2016

Director

Director

Director

Director

110

March 3, 2016

March 3, 2016

March 3, 2016

March 3, 2016

Signature

Title

Date

/s/ JAMES E. O’CONNOR

James E. O’Connor

/s/ KENNETH M. SOCHA

Kenneth  M. Socha

/s/ STEPHEN A. SCULLY

Stephen A. Scully

Director

Director

Director

March 3, 2016

March 3, 2016

March 3, 2016

111

Description

Form

EXHIBIT INDEX

Incorporated herein by reference to the following filings:

Filed as Exhibit 2.8 to the
Current Report on  Form 8-K.

Filed on

May  7, 2013

Exhibit
Number

2.8

2.9

Stock Purchase Agreement dated
May 6, 2013, among Mansfield
Energy Corp., Mansfield Gas
Equipment Systems Corporation,
and Clean Energy.

Stock Purchase Agreement dated
June 28, 2013, among Westport
Innovations (U.S.) Holdings Inc.,
Westport Innovations Inc., Clean
Energy and BAF
Technologies, Inc.

2.10 Membership Interest Purchase

Agreement dated December 29,
2014, between Mavrix, LLC and
Cambrian Energy McCommas
Bluff III LLC.

3.1

Restated Certificate of
Incorporation.

Restated Certificate of
Incorporation, as amended, by
the Certificate of Amendment to
the Restated Certificate of
Incorporation of Registrant dated
May 28, 2010.

3.1.1

3.1.2

Filed as Exhibit 2.9 to the
Current Report on  Form 8-K.

June 28, 2013

Filed  as Exhibit 2.10  on the
Current  Report  on Form 8-K.

January 5,  2015

Filed as Exhibit 3.1 to the
Registration Statement  on
Form S-1, as amended.

Filed  as Exhibit 3.1.1 to the
Quarterly  Report on Form 10-Q
for the quarter  ended June  30,
2010.

March  27, 2007

August 9, 2010

August 7, 2014

Filed  as Exhibit 3.1.2 to the

Restated Certificate of
Incorporation, as amended by the Quarterly  Report on Form 10-Q
Certificate of Amendment to the
Restated Certificate of
Incorporation of the Registrant
dated May 28, 2010, as further
amended by the Certificate of
Amendment to the Restated
Certificate of Incorporation of
the Registrant dated May 8, 2014.

for  the quarter ended  June  30,
2014.

3.2

Amended and Restated Bylaws.

Filed  as Exhibit 3.2  to  the
Current Report on Form 8-K.

3.2.1

4.1

Amendment No. 1 to Amended
and Restated Bylaws.

Filed  as Exhibit 3.2.1  to  the
Current Report on Form 8-K.

Specimen Common Stock
Certificate.

Filed  as Exhibit 4.1 to the
Registration Statement on
Form S-1, as amended.

February 23, 2011

February 27, 2014

March 27,  2007

112

Exhibit
Number

4.5

4.6

Description

Form

Filed on

Incorporated herein by reference to the following filings:

Form of Warrant to Purchase
Common Stock.

Filed  as Exhibit 4.5 to the
Current Report on Form  8-K.

October  29, 2008

Convertible Promissory Note
issued by the Registrant to
Chesapeake NG Ventures
Corporation.

Filed as  Exhibit  4.6 to the
Current Report on Form 8-K.

July 11,  2011

4.7

Form of Convertible Note.

4.8 Warrant to Purchase Common
Stock dated November 7, 2012,
issued by the Registrant to GE
Energy Financial Services, Inc.

Filed  as Exhibit 4.7 to the
Current Report on Form 8-K.

Filed as  Exhibit  4.8 to the
Current Report on  Form 8-K.

August  30, 2011

November 13, 2012

4.9

4.10

4.11

4.12

4.13

4.14

Secured Promissory Note dated
April 25, 2013, issued by
Mavrix, LLC to Massachusetts
Mutual Life Insurance Company.

Filed as Exhibit  4.9 to the
Current Report on Form 8-K.

April 26, 2013

Form of Replacement Note
issued by the Registrant.

Filed as  Exhibit  4.9 to the
Current Report on Form 8-K.

June 18,  2013

Indenture dated September 16,
2013, between the Registrant and
U.S. Bank National Association.

Filed as Exhibit  4.11 to the
Current Report on  Form 8-K.

September 16, 2013

Form of 5.25% Convertible
Senior Note due 2018.

Included with  Exhibit  4.11 to the
Current Report on Form 8-K.

September  16, 2013

Promissory Note in the principal
amount of $18,650,300 dated
October  14, 2014, issued by Clean
Energy to NG Advantage, LLC.

Promissory Note in the principal
amount of $1,800,000 dated
October  14, 2014, issued by Clean
Energy to NG Advantage, LLC.

Filed  as Exhibit 4.13  to  the
Current Report on  Form 8-K.

October  15, 2014

Filed  as Exhibit 4.14  to  the
Current Report on Form 8-K.

October  15, 2014

4.15 Warrant Amendment dated

December 29, 2014, among Clean
Energy Fuels Corp., General
Electric Company and GPFS
Securities Inc.

10.1+ 2002 Stock Option Plan,

Amendment and Form of Stock
Option Agreement.

10.4+ Form of Indemnification

Agreement.

Filed as Exhibit  4.15 to the
Current Report on  Form 8-K.

January  5, 2015

Filed  as Exhibit 10.1 to the
Registration  Statement on
Form S-1,  as amended.

Filed as Exhibit 10.4 to the
Registration Statement on
Form S-1, as amended.

September 6, 2006

March  27, 2007

113

Exhibit
Number

Description

Form

Incorporated herein by reference to the following filings:

10.5+ Amended and Restated 2002

Stock Option Plan dated
August 10, 2007.

10.6+ Stock Option Agreement dated

May 18, 2006 between the
Registrant and G. Michael
Boswell.

10.7+ 2006 Equity Incentive Plan—

Form of Notice of Stock Option
Grant and Stock Option
Agreement.

Filed as  Exhibit  99.1 to the
Registration Statement on
Form S-8.

Filed as  Exhibit  99.3 to the
Registration Statement on
Form S-8.

Filed as  Exhibit  99.5 to the
Registration Statement on
Form S-8.

Filed on

August 14,  2007

August 14,  2007

August 14,  2007

10.12† Ground Lease dated November 3,

Filed as Exhibit  10.25 to the

May 24,  2007

2006 among the Registrant, Clean Registration  Statement on
Energy Construction and U.S.
Borax, Inc.

Form  S-1, as amended.

10.16+ 2006 Equity Incentive Plan—

Filed as  Exhibit  10.2 to the

May 15,  2008

Form of Stock Award Agreement. Quarterly  Report on Form 10-Q
for the quarter ended March 31,
2008.

10.21+ Amendment No. 1 to Amended
and Restated 2002 Stock Option
Plan.

Filed as  Exhibit  10.36 to the
Annual Filing on Form 10-K for
the  fiscal  year ended 2007.

March  19, 2008

10.24+ Amended and Restated

Employment Agreement dated
December 31, 2008, between the
Registrant and Andrew J.
Littlefair.

10.26+ Amended and Restated

Employment Agreement dated
December 31, 2008, between the
Registrant and Mitchell W. Pratt.

10.37+ Employment Agreement dated
February 17, 2010, between the
Registrant and Barclay Corbus.

Filed  as Exhibit 99.1 to the
Current Report on  Form 8-K.

December  31, 2008

Filed  as Exhibit 99.3 to the
Current Report on  Form 8-K.

December  31, 2008

Filed as  Exhibit  99.1 to the
Current Report on  Form 8-K.

February 18, 2010

10.60

10.61

Form of Convertible Note
Purchase Agreement.

Filed as Exhibit  10.60 to the
Current Report on Form 8-K.

Form of Registration Rights
Agreement.

Filed as  Exhibit  10.61 to the
Current Report on Form  8-K.

10.63+ Amended and Restated 2006

Equity Incentive Plan.

Filed as  Exhibit  10.63 to the
Annual Filing on Form 10-K for
the fiscal year ended 2011.

August 30,  2011

August 30,  2011

March  12, 2012

114

Exhibit
Number

Description

Form

Incorporated herein by reference to the following filings:

10.64+ Amended and Restated 2006

Equity Incentive Plan—Form  of
Notice of Stock Unit Award and
Stock Unit Agreement.

10.65+ First Amendment to Amended

and Restated Employment
Agreement dated February 17,
2012, between the Registrant and
Andrew J. Littlefair.

10.67+ First Amendment to Amended

and Restated Employment
Agreement dated February 17,
2012, between the Registrant and
Mitchell W. Pratt.

10.69+ First Amendment to Employment

10.70

Agreement dated February 17,
2012, between the Registrant and
Barclay F. Corbus.

Credit Agreement dated
November 7, 2012, among Clean
Energy Tranche A LNG
Plant, LLC and Clean Energy
Tranche B LNG Plant, LLC, as
Borrowers, the Various Financial
Institutions from Time to Time
Party  thereto, as Lenders, and
General Electric Capital
Corporation, as Administrative
Agent and Collateral Agent .

10.71† Guaranty dated November 7,

10.72

2012, issued by the Registrant to
General Electric Capital
Corporation .

Equity Contribution Agreement
dated November 7, 2012, among
Clean Energy Tranche A LNG
Plant, LLC and Clean Energy
Tranche B LNG Plant, LLC, as
Borrowers, the Registrant, as
Equity Investor, and General
Electric Capital Corporation, as
Administrative Agent and
Collateral Agent .

Filed as  Exhibit  10.64 to the
Annual Filing on  Form 10-K  for
the fiscal year  ended 2011.

Filed on

March  12, 2012

Filed as  Exhibit  10.65 to the
Quarterly Report on Form  10-Q
for  the quarter ended March  31,
2012.

May 7,  2012

Filed as  Exhibit  10.67 to the
Quarterly Report on Form  10-Q
for  the quarter ended March  31,
2012.

May 7,  2012

Filed as Exhibit 10.69 to the
Quarterly  Report on Form 10-Q
for  the quarter ended March  31,
2012.

Filed as Exhibit  10.70 to the
Current Report on  Form 8-K.

May  7, 2012

November 13, 2012

Filed  as Exhibit 10.71 to the
Annual Report on Form  10-K for
the year  ended  December  31,
2012.

Filed as Exhibit  10.72 to the
Current  Report  on Form 8-K.

February 28, 2013

November 13, 2012

115

Exhibit
Number

Description

Form

Filed on

Incorporated herein by reference to the following filings:

10.73 Warrant Agreement dated

November 7, 2012, between the
Registrant and GE Energy
Financial Services, Inc.

Filed as  Exhibit  10.73 to the
Current Report on  Form 8-K.

November 13, 2012

10.74

Registration Rights Agreement
dated November 7, 2012, between Current Report on  Form 8-K.
the Registrant and GE Energy
Financial Services, Inc.

Filed  as Exhibit 10.74  to  the

10.75+ Second Amendment to Amended

and Restated Employment
Agreement dated December 12,
2012, between the Registrant and
Andrew J. Littlefair.

10.77+ Second Amendment to Amended

and Restated Employment
Agreement dated December 12,
2012, between the Registrant and
Mitchell W. Pratt.

10.79+ Second Amendment to

Employment Agreement dated
December 12, 2012, between the
Registrant and Barclay F. Corbus.

Lease dated March 18, 2013,
between The Irvine
Company LLC and Clean Energy.

Filed as Exhibit 10.75 to the
Annual Report on Form 10-K for
the  year ended December 31,
2012.

Filed as Exhibit 10.77 to the
Annual Report on Form 10-K for
the  year ended December 31,
2012.

Filed as Exhibit 10.79 to the
Annual Report on Form  10-K  for
the year ended December 31,
2012.

Filed as  Exhibit  10.80 to the
Quarterly  Report on Form  10-Q
for  the quarter ended  March 31,
2013.

First Amendment to Lease dated
April 17, 2013, between The
Irvine Company LLC and Clean
Energy.

Filed  as Exhibit 10.81  to  the
Quarterly Report  on Form 10-Q
for the quarter ended March  31,
2013.

November  13, 2012

February 28, 2013

February 28, 2013

February 28,  2013

May 8,  2013

May 8, 2013

Note Purchase Agreement dated
April 25, 2013, between
Mavrix, LLC and Massachusetts
Mutual Life Insurance Company

Note Purchase Agreement dated
June 14, 2013, among the
Registrant, Chesapeake NG
Ventures Corporation, Boone
Pickens and Green Energy
Investment Holdings, LLC.

Loan Agreement dated June 14,
2013, between the Registrant and
Green Energy Investment
Holdings, LLC.

Filed as  Exhibit 10.82 to the
Current Report on Form 8-K

April 26,  2013

Filed as  Exhibit 10.83 to the
Current Report on Form 8-K.

June  18, 2013

Filed as Exhibit 10.84 to the
Current Report on  Form 8-K.

June 18, 2013

116

10.80

10.81

10.82

10.83

10.84

Description

Form

Incorporated herein by reference to the following filings:

Filed as Exhibit 10.85 to the
Current Report on  Form 8-K.

Filed on

June 18, 2013

Exhibit
Number

10.85

10.86

Loan Agreement dated June 14,
2013, between the Registrant and
Boone Pickens.

Registration Rights Agreement
dated June 14, 2013, among the
Registrant, Boone Pickens and
Green Energy Investment
Holdings, LLC.

10.87 Marketing Agreement dated
June 28, 2013, among Clean
Energy, Westport Power Inc. and
Westport Fuel Systems Inc.

10.90+ Clean Energy Fuels Corp.

Employee Stock Purchase Plan.

10.91+ Clean Energy Renewable

Fuels, LLC Unit Option Plan,
Form of Notice of Option Award
and Option Agreement.

Liquefied Natural Gas Fueling
Station and LNG Master Sales
Agreement dated August 2, 2010,
between Clean Energy and Pilot
Travel Centers, LLC.

Loan Agreement dated March 1,
2014, between Canton
Renewables, LLC and Michigan
Strategic Fund.

Form of Common Unit Purchase
Agreement dated October 14,
2014, among NG
Advantage, LLC, Clean Energy
and the other investors named
therein.

Purchase Agreement dated
October  14, 2014, between Clean
Energy and NG Advantage, LLC.

Lease dated October 14, 2014,
between Clean Energy and NG
Advantage, LLC.

10.92†

10.93

10.94

10.95

10.96

Filed  as Exhibit 10.86  to  the
Current Report on  Form 8-K.

June 18, 2013

Filed  as Exhibit 10.87  to  the
Current Report on Form 8-K.

June 28, 2013

Filed as Exhibit  Annex  A to
Schedule 14A Definitive Proxy
Statement.

Filed as Exhibit 10.91 to the
Quarterly  Report on Form 10-Q
for the quarter ended
September 30, 2013.

Filed as  Exhibit  10.92 to the
Annual Report on Form  10-K  for
the year ended December 31,
2013.

March  28, 2013

November 7, 2013

February 27, 2014

Filed as Exhibit 10.93 to the
Current Report on Form 8-K.

March 21,  2014

Filed  as Exhibit 10.94  to  the
Current Report on  Form 8-K.

October  15, 2014

Filed as Exhibit  10.95 to the
Report  on Form  8-K.

October 15, 2014

Filed  as Exhibit 10.96  to  the
Report  on Form  8-K.

October  15, 2014

117

Incorporated herein by reference to the following filings:

Exhibit
Number

10.97

Description

Form

Filed as  Exhibit  10.97 to the

Amendment to Credit Agreement
dated December 29, 2014, among Report on Form 8-K.
Clean Energy Tranche A LNG
Plant, LLC, Clean Energy
Tranche B LNG Plant, LLC and
General Electric Capital
Corporation.

10.101+* Offer Letter dated October  28,

2014, between the Registrant and
Robert M. Vreeland.

10.102+ Employment Agreement dated

January 1, 2013 between the
Registrant and Peter J. Grace.

10.103+ Amended and Restated 2006

Equity Incentive Plan—Form  of
Notice of Stock Unit Award.

10.104+ 2006 Equity Incentive Plan—

Form of Notice of Stock Option
Grant.

10.105+ Employment Agreement dated

May 1, 2015 between the
Registrant and Robert M.
Vreeland.

10.106+ Amended and Restated

Employment Agreement dated
December 31, 2015, between the
Registrant and Andrew J.
Littlefair.

10.107+ Amended and Restated

Employment Agreement dated
December 31, 2015, between the
Registrant and Robert M.
Vreeland.

10.108+ Amended and Restated

Employment Agreement dated
December 31, 2015, between the
Registrant and Mitchell W. Pratt.

Filed on

January 5, 2015

February 28, 2015

May 11,  2015

May 11,  2015

May 11,  2015

May 11,  2015

December  31, 2015

Filed as Exhibit  10.101 to the
Annual Report on Form  10-K  for
the year  ended  December  31,
2014.

Filed as  Exhibit  10.102 to the
Quarterly Report on Form  10-Q
for the quarter ended  March 30,
2015.

Filed as Exhibit  10.103 to the
Quarterly  Report on Form 10-Q
for the quarter ended  March 30,
2015.

Filed as  Exhibit  10.104 to the
Quarterly Report  on Form 10-Q
for the quarter  ended March 30,
2015.

Filed as  Exhibit  10.105 to the
Quarterly Report on Form  10-Q
for the quarter ended March  30,
2015.

Filed  as Exhibit 10.106 to the
Current Report on  Form 8-K.

Filed  as Exhibit 10.107 to the
Current Report on  Form 8-K.

December  31, 2015

Filed  as Exhibit 10.108 to the
Current Report on  Form 8-K.

December  31, 2015

118

Exhibit
Number

Description

Form

Filed on

Incorporated herein by reference to the following filings:

Filed  as Exhibit 10.109 to the
Current Report on  Form 8-K.

December  31, 2015

Filed  as Exhibit 10.110 to the
Current Report on  Form 8-K.

December  31, 2015

10.109+ Amended and Restated

Employment Agreement dated
December 31, 2015, between the
Registrant and Barclay F. Corbus.

10.110+ Amended and Restated

10.111*

10.112*

10.113*

Employment Agreement dated
December 31, 2015, between the
Registrant and Peter J. Grace.

Promissory Note dated
February 29, 2016, between the
Registrant, Clean Energy and
PlainsCapital Bank.

Pledged Account Agreement
dated February 29, 2016, between
Clean Energy, PlainsCapital Bank
and PlainsCapital Bank—Wealth
Management and Trust.

Loan and Security Agreement
dated February 29, 2016, between
the Registrant, Clean Energy and
PlainsCapital Bank.

21.1*

Subsidiaries.

23.1* Consent of Independent

Registered Public Accounting
Firm KPMG LLP.

31.1* Certification of Andrew J.

Littlefair, President and Chief
Executive Officer, pursuant to
Rule 13a-14(a) or 15d-14(a) of
the Securities and Exchange Act
of 1934, as adopted pursuant to
Section 302 of the Sarbanes-
Oxley Act of 2002.

31.2* Certification of Robert M.

Vreeland, Chief Financial Officer,
pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities and
Exchange Act of 1934, as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

119

Exhibit
Number

Description

Form

Filed on

Incorporated herein by reference to the following filings:

32.1** Certification pursuant to 18

U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002,
executed by Andrew J. Littlefair,
President and Chief Executive
Officer, and Robert M. Vreeland
Chief Financial Officer.

99.1

101

Natural Gas Hedge Policy dated
May 29, 2008.

Filed  as Exhibit 99.1  to  the
Current Report on Form  8-K.

June 20, 2008

The following materials from  the
Company’s Annual Report on
Form 10-K for the year ended
December 31, 2014, formatted in
XBRL (eXtensible Business
Reporting Language):

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of
Operations;

(iii) Consolidated Statements of
Comprehensive Income (Loss);

(iv) Consolidated Statements of
Stockholders’ Equity;

(v) Consolidated Statements of
Cash Flows; and

(vi) Notes to Consolidated
Financial Statements.

†

*

Portions  of this exhibit have been  omitted pursuant to the  grant of a  request  for confidential
treatment and the non-public information has been filed  separately with the  SEC.

Filed herewith.

** Furnished herewith.

+ Management contract or compensatory plan  or arrangement.

120

Corporate Information

BOARD OF DIRECTORS

MANAGEMENT

ANNUAL MEETING

The Annual Meeting of Stockholders 
will be held at 9:00 a.m., Thursday, 
May 26, 2016 at The Island Hotel, 
Newport Beach, California.

AUDITORS

KPMG LLP
Los Angeles, California

INVESTOR RELATIONS

Tony Kritzer
Director of Investor
Communications
949.437.1403

CORPORATE HEADQUARTERS

4675 MacArthur Court, Suite 800
Newport Beach, California 92660
949.437.1413

WEB SITE

www.CleanEnergyFuels.com

Warren I. Mitchell
Chairman of the Board
Former Chairman
Southern California Gas Company
May 2005

Andrew J. Littlefair 
June 2001

T. Boone Pickens
Chairman
B.P. Capital, L.P.
June 2001

James C. Miller III
Former Director
U.S. Office of
Management and Budget
May 2006

John S. Herrington
Former Secretary
U.S. Department of Energy
November 2005

Kenneth M. Socha
Senior Managing Director
Perseus, L.L.C.
January 2003

Vincent C. Taormina
Former Chief Executive Officer
Taormina Industries, Inc.
April 2008

James E. O’Connor
Former Chairman and CEO
Republic Services, Inc.
September 2011

Stephen Scully
Former President of The
Scully Companies
January 2014

Year denotes year of initial appointment 

or election to the board of directors. 

Andrew J. Littlefair
President and
Chief Executive Officer

Robert M. Vreeland
Chief Financial Officer

Mitchell W. Pratt
Chief Operating Officer
Corporate Secretary

Barclay F. Corbus
Senior Vice President,
Strategic Development

Peter J. Grace
Senior Vice President,
Sales and Finance

SHAREHOLDER INFORMATION

For address changes,
consolidation, lost or replacement
certificates, contact:

Transfer Agent and Registrar
Computershare Investor Services
250 Royall Street
Canton, MA 02021
800.962.4284

COMMON STOCK

Clean Energy Fuels Corp. is listed 
on NASDAQ. Ticker symbol: CLNE
As of April 4, 2016, Clean Energy 
Fuels Corp. had approximately 
73,325 stockholders of record and 
an estimated 73,269 stockholders 
held in street name, and 
100,432,328 shares of common 
stock outstanding. 

 
Clean Energy delivered over 50 million GGEs 
of Redeem™ in 2015 to an expanding market of fueling 
partners, a 150% sales increase over 2014. 

These trailblazing customers are enjoying the competitive 
advantage of a cleaner and cheaper fuel.

Natural Gas For Vehicles

Natural Gas For Vehicles

Private Fleets

Universities 

Municipal Transit

50M

14M

20M

2013

2014

2015

Redeem Sales increased

150%

with 50 Million GGEs Sold.

™

By replacing their diesel fleet 
and using Redeem,  our customers 
eliminated the release of over 
445,000 metric tons
of green house emissions.

That’s equivalent to:

OR

Planting
11.5 Million
Tree Seedlings

Removing
90,000+
Cars from the Road

OR

Recycling 
159,600+
Tons of Waste

Redeem™ is the first commercially available renewable natural gas fuel made entirely from 100% organic waste. 
To learn more about the cleaner and economically-competitive advantage of fueling with one of the 
greenest fuels available, visit:
www.RedeemByCleanEnergy.com