ANNUAL REPORT Clean Energy Fuels Corp. 2013 Summary Annual Report and Form 10-k 3/20/14 2:27 PM 40326Cover.indd 2 2013 Summary Annual Report and Form 10-K We are the driving force moving America to use natural gas for transportation. 40326Narr.indd 1 3/21/14 1:22 PM NGVs HEAVYDUTY CONTINUE TRUCKING GROWTH Clean Energy continued to ADOPTION OF TRAJECTORY expand its nationwide network of natural gas NATURAL GAS fueling stations making it GOT MUCH the largest in the U.S. EASIER MORE 2013 NEARLY NGVs s 500 Natural Ga al G STATIONS tur NATIONWIDE Na Natural Gas ehicles or v Natural Gas as F al G Natural Gas tur Na 2012 Natural Gas NEW CNG 55 STATIONS Clean Energy's eet customers ordered over 70% NEW LNG more natural gas vehicles in 19 STATIONS 2013 over 2012. ADDED IN 2013 San Antonio Our San Antonio, Texas station opened the Texas Triangle to natural gas fueling. Clean Energy also opened the rst LNG station of all new garbage trucks in Florida. purchased in North America fueled by natural gas. 40326Narr.indd 2 3/21/14 1:22 PM Clean Energy and Manseld, the largest "behind the gate” fuel-provider in the U.S., formed a partnership to oer natural gas to its customers. MANSFIELD PARTNERSHIP The much-anticipated Cummins-Westport 12-liter natural gas engine began full production in August 2013. Clean Energy's Redeem is the rst commercial fuel made from waste and 90% cleaner than diesel. ehicles as or v l G tura Na as F l Gas ra tu al G Na Natur s l Ga ra tu Na NEW GE CAPITAL PARTNERSHIP makes leasing or purchasing natural gas trucks as easy ROI from as diesel. Gallon 1 40326Narr.indd 3 3/21/14 1:22 PM Letter from the CEO Milestones and innovations marked another exciting year for Clean Energy and the case for natural gas as a transportation fuel has never been stronger. Our core markets of transit, refuse and fleet service vehicles experienced record-breaking volume while we continued to eliminate barriers to heavy-duty trucking’s adoption of natural gas. We also began supporting new sectors such as ready-mix trucking, rail and marine as they began taking steps to adopt natural gas fuel. Clean Energy is well-positioned and capitalized to continue leading the way toward a cleaner and greener transportation sector in America. NGVs Continue Growth Trajectory Nationwide, our core market customers broke records, purchasing 77 percent more NGVs in 2013 than in 2012. Our refuse business, which pioneered the industry’s natural gas transition, saw approximately 60 percent of all new garbage trucks purchased in North America fueled by natural gas—a 10 percent jump from 2012 and this pace shows no signs of slowing. Our largest business by volume remains the transit sector. Fleets from Richmond to Los Angeles continued to work with Clean Energy to convert their entire fleets to move millions of Americans with cleaner-burning natural gas. We also helped school bus fleets such as Lee’s Summit in Missouri do the same so they could put the district’s dollars into the classroom rather than in the gas tank. This track record and experience we’ve accumulated by helping our customers in now-established natural gas fuel sectors is the depth of knowledge we’re drawing on to expand into promising markets such as heavy-duty trucking, rail and marine. In many ways Clean Energy created the natural gas vehicle fueling industry and we’ve never been more optimistic at the industry’s outlook and our position within it. We built 55 new CNG stations and 19 new LNG stations in 2013 and maintain the largest nationwide network with nearly 500 stations—infrastructure we’ll continue to develop as demand increases. Trucking’s Engine Arrives and Barriers are Eliminated The much-anticipated 12-liter Cummins-Westport natural gas engine began full production in August 2013 and rarely a week now goes by without a trucking company announcing the deployment or testing of Class 8 tractors with this powertrain. Marquee fleets including Lowe’s and P&G made headlines announcing significant fleet commitments and requirements to use natural gas to haul their goods and we’re fueling them today. Innovative fleets such as Raven Transport, Fox Transportation and NFI allowed us to open natural gas fueling stations from Latta, South Carolina to Fontana, California and many in-between. Our San Antonio, Texas station opened the Texas Triangle to natural gas fueling and we opened the first LNG station in Florida where UPS and Central Freight are fueling up today. Two strategic partnerships made in 2013 helped make a fleet’s transition to natural gas even easier. We partnered with Mansfield, the largest “behind the gate” fueler in the country, to jointly-sell natural gas fueling solutions to their customers. Mansfield sells over three billion gallons of diesel annually and are a trusted fueling partner we’re privileged to work with. The second partnership we secured in 2013 was with GE Capital to eliminate the incremental cost of heavy-duty natural gas truck leases so customers achieve ROI on gallon-one. Removing this barrier and risk for America’s truckers was important and has been well-received by our customers. 40326Narr.indd 4 3/21/14 1:22 PM The Redeem Dream Becomes a Reality Last year we became the first company to commercially distribute fuel made from waste with the launch of Redeem, our renewable, biomethane fuel which is almost 90% cleaner than diesel. Redeem began flowing throughout our retail network in California in 2013 and is now available to our customers nation-wide. Redeem is a powerful differentiator for Clean Energy and ideal for our customers looking to make a dramatic impact toward their sustainability goals. Fueling Beyond the Road 2013 also showed that the road ahead is sometimes not a road at all. We made our first moves into the rail industry when we announced a testing program with GE locomotives. This 3.1 billion gallon-per-year sector is promising and we’re working with the industry’s leaders through today’s test phase process. Analysts have said that a move to natural gas for rail would be the biggest logistics and transportation revolution in their industry since the development of the steam engine and we agree. We also took initial steps to build the first LNG facility on the Eastern Seaboard in Jacksonville, Florida, to supply both heavy-duty trucks and cargo ships with natural gas fuel. The marine industry is under pressure to comply with looming environmental policies limiting greenhouse gas emissions and Clean Energy is positioning to meet this sector’s impending demand. Finally, as America’s natural gas boom continues to alter the nation’s energy landscape, an innovative opportunity arose for Clean Energy to supply CNG to manufacturing facilities not on the nation’s natural gas pipeline via our customer NG Advantage. The first such opportunity arose in Pembroke, New Hampshire, where we’re constructing a station which is forecasted to deliver twice the CNG volume as Clean Energy’s highest-producing station. The transportation sector shouldn’t be the only one to benefit from cleaner-burning and economical natural gas, and we’ll capitalize on such profitable opportunities as they arise in the coming year. Alongside this continued growth and innovation is our unwavering commitment to the needs of our customers. Thank you for your continued support of our company and the power of natural gas to fuel America forward. Sincerely, Andrew J. Littlefair President and CEO 40326Narr.indd 5 3/21/14 1:22 PM 40326Narr.indd 6 3/21/14 1:22 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 or អ 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 33-0968580 (State or other jurisdiction of incorporation) (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 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 ፤ No អ 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 អ No ፤ 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 ፤ No អ 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).