Greetings and welcome to the Clean Energy Fuels First Quarter 2011 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ina McGuinness. Ma’am, you may begin.

Thank you, operator. Earlier this afternoon, Clean Energy released financial results for the first quarter ended March 31, 2011. If you did not receive the release, it’s available on the Investor Relations section of the company’s website at www.cleanenergyfuels.com. This call is being webcast and a replay will be available on the website for 30 days. Before we begin, we would like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words of expression reflecting optimism, satisfaction with current prospects, as well as words such as “believe”, “intend”, “expect”, “plan”, “anticipate”, and similar variations identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Such forward-looking statements are not a guarantee of performance and the company’s actual results could differ materially from those contained in such statements. Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy’s Form 10-Q filed earlier today. These forward-looking statements speak only as of the date of its release, and the company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding the circumstances after the date of this release. The company’s non-GAAP EPS and adjusted EBITDA will be reviewed on this call and excludes certain expenses that the company’s management does not believe are indicative of the company’s core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to GAAP results. For directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA, and a reconciliation between these non-GAAP and GAAP figures is provided in the company’s press release, which has been furnished to the SEC on Form 8-K today. Participating on today’s call from the company is President and Chief Executive Officer, Andrew Littlefair, and Chief Financial Officer, Rick Wheeler. And with that, I’ll turn the call over to Andrew.

Thank you, Ina and good afternoon everyone. Today, we reported a very strong first quarter with year-over-year revenue growth of 67% or $65.3 million. We delivered 35.5 million gallons during he first quarter of 2011, which is up from 28.6 million gallons a year ago. There’s been a flurry of activity and positive momentum in the direction of the expanding natural gas fuelling in the trucking industry. The high price of diesel has put tremendous pressure on trucking companies, with diesel recently rose to close to $4.50 per gallon and we were selling LNG for $2.27 on a comparable gallon basis, you can bet that shipping You can bet that shipping companies took notice and started making enquiries as to how to get it on this model. The price spread between diesel and natural gas has not narrowed and the ongoing turmoil in the Middle East has only served to heighten the awareness of the benefits of natural gas. We believe the trucking market is preparing for some early day changes in the near-term. As I've discussed before we now have a national fleet sales team that is working with dozens of large shipping companies that have taken an interest in pursuing the conversion to natural gas. New engines under development from Cummins, Navistar and Volvo as well as product offerings from Peterbilt, Freightliner, Kenworth, Volvo Mack, are also going to drive acceleration of this market. There are now a number of these well-known vehicle and engine manufacturers that have been developing 13-liter and 12-liter engines that will hit the sweet spot of the truckers' needs. We look forward to this shift because we know that’s what the industry needs. Case in point the trash truck industry has the perfect engine with their nine-liter Cummins Westport for their specifications and…

Thanks Andrew. All my references to our results will be comparing the first quarter of 2011 to the first quarter of 2010 unless otherwise noted. For the quarter, our revenues were $65.3 million, up from $39 million. IMW contributed $16.7 million of our first quarter increase and Northstar contributed another $3.6 million to the increase. BAF’s revenues were up between periods by $5.4 million. Adjusted EBITDA in the first quarter of 2011 was $3.9 million which compares to $1 million in the first quarter of 2010. The first quarter of 2010 adjusted EBITDA amount excludes $3.6 million of B-Tech revenue that was recorded in the fourth quarter of 2010 when B-Tech was reinstated and made retroactive to January 1, 2010. Adjusted EBITDA as a financial measure we developed to highlight our operating results excluding certain large non-cash or non-recurring charges that are not core to our business including the amounts we are incurring for our Series-I warrant valuation, our stock-based compensation charges for our options, certain tax refunds and foreign currency gains related to the notes we issued to purchase IMW. Adjusted EBITDA is described in more detail in the press release we issued earlier today. We had a loss of $0.05 per share on a non-GAAP basis in the first quarter of 2011, which compares with a non-GAAP loss of $0.07 per share in the first quarter of last year. Our gross margin this quarter was 18.3 million and was 11.4 million in the prior period. IMW and Northstar contributed 1.7 million and 1 million respectively towards this increase. BAF's gross margin decreased between periods by 1.4 million. Our margin per gallon on our fuel sales was $0.24 in the first quarter of 2011, which compares with $0.26 in the fourth quarter of 2010. Our net loss on a…

Operator, could you now open the call to questions please.

Thank you. (Operator's Instructions) Our first question is coming from the line from Rob Brown from Craig-Hallum. Please state your question.

Good afternoon.

Good afternoon, Rob.

Could give us an update on IMW and where the Chinese situation is there, are they sourcing a big factor growth there and may be just sort of the, some color on the IMW backlog growth in customer base?

Sure. They are continuing to make progress in China and you remember the way that business there is working, its been a still pretty comprehensive plan, you may have seen by the government and how they plan to expand natural gas in the different cities and you may remember at our past conversation, they kind of divvy that up, which is called the development of distribution systems into about four different companies. We are currently working with one of those companies and we now, I would say deep negotiations with the couple of others; there’s four. Each of those companies as they develop the distributions for the towns, they are also required to put a natural gas [fillings]. So we made very good progress on our first order of 120 stations with one company, China Natural Gas and a rather pretty close on one of the other companies to do some stations with them. We’ve expanded our Shanghai facility, kind of doubled the space, we’re doing more work there. We are getting more orders in smaller clumps right now in China. We’re feeling very good about the long-term prospects because it really does look like over the next years, we can build 4,000 fueling stations in China. So we are still really the only company there in China that has their own service field organization. So we feel like we’re pretty very well-positioned. We’re also seeing some expansion in Southeast Asia. We’re sending more units into Vietnam and the others. So it has potential to be pretty big.

Okay, good thank you. And then on your margin, your gallon margin in the quarter, do you see that as your run rate going forward, maybe if you can give some color on how you see that trending?

Rob, there’s one more LA MTA site that is coming on in the second quarter. The magnitude of do that volume is about the same as the other one. So by the time you wait that in this quarter, we may see in another penny so down from all what we were this quarter and then hopefully that’s kind of the bottom because all the LA MTA projects and divisions will be on at that point. So, hopefully going forward we’ll be able to start getting that number back up as more and more commercial retail vehicles come on, as we roll out the regional trucking and other markets where we are back in the commercial retail world.

Okay

Our next question is coming from Graham Madison of Lazard Capital Markets.

Good evening guys.

Good afternoon.

Just looking quickly through the [key-hole], it looks like there was a pretty good jump in LNG volumes quarter-over-quarter. Just wondering what was beyond that or what drove that?

Yes, what that is, we've got Northstar. They had a lot of O&M volumes. They maintain a lot of the stations out there that they built. So those are primarily the volumes related to that.

So did those volumes keep going? So how does that work, I mean are they just doing or operating the fuel like you do on a regular O&M contract or…?

Yes, exactly I mean the go out and make sure the stations are operating properly and make sure the equipment is functioning properly and make the necessary repairs, necessary and that type of thing. It’s basically the same O&M type service that we provide on the CNG side.

Got you and the margins are comparable.

Yes, it’s pretty much a similar type of deal.

And then just turning more on Northstar, the reason when you had, can you give us a sense of how much you have in backlog in terms of construction work ahead of them over the next maybe 12 months or what you consider in backlog for them?

Sure. Northstar, their backlog as I think I indicated has doubled and right now, I don't know that we've been that specific about it but it looks to me they've got about 23 or 24 projects in their pipeline that are, deals that are signed right now. So that number is growing and it’s strong because up until recently for the entire year Northstar would have been more like in the 10 or 12 station range. So we like what we are seeing in that growth.

Would it be possible that dollar value on that?

Well, you know, we don’t project. So, I mean, you could maybe take a standard station cost and try and do something yourself if you want to do; but obviously that subject, size of station and then, you know what the individual project entails.

Alright, I can definitely do that. Alright, great I’ll jump back in queue. Thank you.

Thanks, Graham.

Thank you, sir. Our next question is coming from the line of Eric Stine of Northland Capital Markets. Please state your question.

Hi, everyone. Thanks for taking the questions.

Eric, I bet I know what your first one is.

Well, if it’s in the Q, I don’t need to ask; I might as well. I’ll start with that if you can give the volumes. That’d be great.

Biomethane 1.5 million; CNG 22.7, and LNG 11.3 to get to your 35.5.

Okay, thank you. I haven’t had a chance to look at the Q. I am just wondering if you can talk about BAF. You gave the year-over-year comparisons, but revenue, gross profit, maybe an approximate number of updates? But then just what you saw in the quarter and how you see that playing out for the rest of the year?

From the revenue perspective, this quarter, they were 3.6 million and the margin was 1.2. And I’ll have to look at the update number, but I’ll get that for you in a second. As far as prospects go, I mean, there is a lot of good activity that’s going on at BAF. It's certainly down from where it was. I mean AT&T is obviously off from where it was. You know we have some POs in from those guys through the third quarter. So we've been working with them to kind of work through some of their facility and fueling issues. We in all our discussions with them continue to believe that they are committed to the similar type volumes and magnitudes, trucks of vehicle that they had talked about before. So I guess we kind of describe which is right now, there is just kind of little bit of well worthy in trying to re-trend and figure out where to put vehicles and where it make sense for them build stations or not build stations and use our infrastructure when and as it becomes available. We also are working on some other solutions, a mobile fueling unit as well as some smaller type applications that these guys can put in. There is a kind of a short term fix to provide fueling until the volume grows and the need is there at a particular site for full blown station. So we are working with them to kind of try and solve the problem. But obviously that’s hurt us a little bit. And you know these things are just kind of lumpy a little bit. We are working with all these guys and through Silver Tech we are working on other products. We had got a bio fuel product that’s going to be coming along in the last half of the year that we think it will be helpful. And we are starting to work on some bigger engine type products, the F550 and those types of engines that are starting to gain some traction with some of the municipalities down there. So we are out chasing a lot of business. We just need to get a little bit of a drop to kind of see how that goes rest of the year.

Okay. On the - is the Verizon, I mean is that largely done with their plan or is that still ongoing?

Well, I would say Verizon is not too similar to the AT&T. I think Verizon is trying to bring these 500 vehicles into their system and kind of figure out the right fueling strategy. And I would say right at the second it looks like to me they’re kind of taking a breather as they have been unable to sort of assimilate all these vehicles and figure out how they want to move forward. This is kind of what you know the history has been in the conversion business, sometimes could be a bit lumpy. But I also like - we have some of those big customers there, but we also have some bread-and butter customers like SuperShuttle just put an order over 50 more vans for Los Angeles and San Francisco, you know all those add up as well.

Eric we give that - 314 up during the quarter.

Okay, thanks for that. And I think last quarter you had talked about beyond AT&T and Verizon, three or four very large fleets that it’s started testing and I know you probably can’t disclose who those customers are; but may be how those tests has gone; if you see any movement there?

Sure. So, these companies are, they’re big and they’re slow moving and they’re methodical and have fleet operation divisions and so they kind of do things in a very methodical way - it fits their the way they do business. We have delivered a couple of batches of vehicles to those two or three companies that I mentioned and are testing them right now. So it’s kind of what we did with the AT&T, going back two years ago, I think the first was 25 vehicles or 12, I can’t remember exactly and then we started receiving more substantial orders. So let’s hope that they are liking what they got and hopefully next quarter or soon we’ll be able to talk more about.

Okay. Last topic for me just, Pilot Flying J, just wondering if you can quantify how many stations are in the pipeline; I think you had three last time and may be 12 in consideration whether that changed or not? Thanks.

Right. So there are six now underway that where we’ve signed deals with Pilot and in various fields where actually, shovels are in the dirt; but there are six on our cargo right now and I think the number is nine others that we’ve pulled the trigger on to move forward with. So we’re continuing to kind of ramp that up and we’re kind of getting our feet well with them on how we’re going to roll this thing out.

Thank you, sir. Our next question is coming from the line of Brian Gamble of Simmons & Company. Brian Gamble - Simmons & Company: A couple of things on the station side of things. I know that you mentioned nine stations completed. If you look at the run rate from last year, it’s slightly down on a quarter-on-quarter basis. Any reason that was lower; I figure that your station number would be taken up from the 45 we did last year?

Well, remember only last quarter was kind of a record quarter where we did the 20 or so in the fourth quarter. When you look at a year ago, we did two and this quarter we did nine. So its just kind of, Brian it kind of depend on when we get started and the difficulty of like, for instance right now, under construction and soon to be completed, but they are very significant projects one, two, three, four, five or LA MTA very large, very complicated, they take a little bit longer. Those will be dropping shortly. But when I look at our construction group, right now there’s about 20 that are really literally under construction, where the stuff has been delivered, where we are waiting in many cases for the utilities to be completed; but the equipment is on site. So we are working hard, we are adding personnel, we are adding permitting help, we’re adding estimating help and construction help to be able to increase the station count from last year and I feel pretty good that we will. Last year it took us all a year to get 85 stations on the carpet and we finished 45 and now we've added back this year almost 50 stations. So, I feel pretty good about the pipeline and I hope this next quarter we will see a bunch of these drop in. We have almost 30 stations in permitting right now and so, I feel like they will be up. Brian Gamble - Simmons & Company: Well, great. That’s great color and I appreciate that. Moving on that NAT GAS bill, it looks like a lots of much activities in sub-committee, actually it looked like it was in several sub-committees. Any sort of timing or when do you guys expect something coming out of any of those committees?

Well, I've got a little gun shot on all those predictions on that but… Brian Gamble - Simmons & Company: I know it's your favorite topic. I apologize for that.

No, that’s alright. But here is what I think and I believe I am actually going to watch that later this week to have some meetings. But we believe that bill will be referred and that the hearings will be in House Ways and Means Committee and there maybe a portion that goes over in to Energy and Commerce. But I think the real focus is going to be in the Ways and Means Committee. We know that members are talking on the committee now about when that might happen. Part of the problem that you have in terms of it moving along quickly is Congress just hasn’t been in a session that much. They were back here last week. There aren’t that many weeks left before their next recess. I think they only have three weeks. So, it's just not many days of calendar are hearing and remember they don’t do hearings usually on Mondays or Fridays. So, you've got three-day week. Brian Gamble - Simmons & Company: We should all be so lucky?

Yes. I think the sense is that we feel like we have a very good momentum. We have a very good support. As you know, we've added co-sponsors. By the way, another little thing that some people don’t realize, you can’t add co-sponsors when they are out of session. Even though someone may have decided to do it but they have to be back in the session to add that. So, we've picked up some more. I don’t know that you are going to get hearing in Ways and Means in the next couple of three weeks that are left in May. So we will just, may be that is after they comeback from recess. I feel like the focus you saw earlier late last week that the NAT GAS act got put in on the jobs bill on the other side of the aisle. And so, there seems to be pretty good support for it, we will see. Brian Gamble - Simmons & Company: Great. Then last thing for me, could you clarify what exactly the shareholder is going to be building on to modify with regard to those warrants?

Alright. So the shareholder have to approve any change to those warrants and I think you are familiar with how those warrants are styled right there. The cash that comes to the company, that Boone has $15 million warrants at $10.00. Brian Gamble - Simmons & Company: Right.

Those expired end of this year. The shareholders are considering whether or not they would induce him to do it earlier. And therefore we got a proportional exemption -- not exemption, extension on those warrants. So let's just say for instance, he decided to exercise $5 million shares on June 1st and there is some map associated with this and Rick may be can help me, but essentially then 5 million shares would get extended for a like almost identical period of time, say six months after this December. So we felt like this was way to kind of get the money in sooner rather than later and give him a little extension on the back end. Brian Gamble - Simmons & Company: Okay. That's great. Thanks guys.

Thank you.

Thank you. Our next question is coming from Peter Christiansen of Merrill Lynch. Please state your question.

Good afternoon gentlemen, this is Peter in for Steve. Firstly as Mr. Pickens indicated how he is going to vote on the suggested measures?

Well, I think Boone, he supports those measures and so I’m sure he will vote for them.

Okay, okay.

I hope he does. I’d say Boone has not lost any enthusiasm for the business and he really believes that we’re onto something here and he really is very enthusiastic. He’s meeting with the whole bunch of salesmen in Dallas right now as we speak. They’re selling natural gas for transport.

Right, right. And then I was wondering if you can talk about some of the economics of this new biomethane capacity that’s come on and even the landfill gas that you have planned for in 2012. My understanding is your biomethane gross profit per gallon has been pretty high previously and I was just wondering if you can characterize some of this new capacity that’s coming on and relatively to the previous?

Yes, I mean, we obviously kind of thinking it could be similar. The whole concept is to initially use the healthy chunk because the gas that is coming out there for renewable purposes, with utilities and you needed for that purposes. And great thing about it is though the economics allow us to work with the trash haulers to take the other piece of the gas that’s coming out of the landfill and then structure deals so that we can take that gas and turn it around to put an economic deal together with the Republic or whomever so that they can use that gas very on a very cost effective basis to run trash fleet because that’s appealing to them. And we think as well for us and the country and the environment if you can essentially have of course a new system right, where the trash company, who owns landfill that takes the trash and they turn that trash back into vehicle fuel. That's a nice little package to be able to go out and sell to the municipality or others in the community, but how to clean up the air and at the same time I think you do that economically, that's even better. So those are the types of projects we’re looking to do as we go forward and hopefully it will be similar to McCommas deal.

I think Peter that we don't think it will be different. The McCommas turns out one of the larger landfills and so these high BTU landfill projects, you know there could be a lot of them, but most of them won't be as large as McCommas. So they will be a tad smaller I think in most cases; but the economics should be I think pretty similar to what we’ve had at McCommas.

Great. And then one more and I’ll jump into queue; in terms of Northstar, are they involved in all with the transportation of the LNG, your cryogenic storage, is that an opportunity for Clean to get into that in terms of their existing contracts?

Well, we are in that business right, when you mean the cryogenic, you mean the transportation of our trailers for cryogenic?

Right.

Now we do that, so as you probably remember we have 61 cryogenic trailers and as that business goes up we’ll have more. Northstar is really more focused on the stationary portion of it, on the station side of it and they do, do some fabrication on the storage and the dispensing side; but we’re the guys in the transportation of cryogenic fuel business.

Well, just to be clear, we outsource and contract the actual hauling with the tractors, we just provide the trailers.

Yes, we don't have a trucking company, but we have….

But we have the trailers, so we are in the mix.

Alright, thank you.

Thank you. (Operator Instructions) Our next question is coming from the line of Rupert Merer of National Bank Financial. Please state your question.

Hello everyone.

Hi, Rupert.

Hey, Rupert.

So, you talked a little about where you expect your fuel delivery margins to trend in the near-term. But can you remind us how a higher spread between natural gas and diesel can support your margins? And I guess the question is how much of your fuel volumes are sensitive to that price spread?

Right now, with all the LA MTA volumes we brought on, it's probably in the 10% or 15% range. And then obviously, we haul as we go forward as we start to get in the regional trucking and the overload trucking that you know that be a 30 billion gallon market. You know, hopefully it's going to door kind of where we’re right now with the transit volumes. So kind of how all that shapes out and plays out or be the huge impact on our margin and when that happens, you know, the math can get pretty much turned around in our favor pretty quickly, just because that is such a large market that we’re going after. It's just going could be a matter of how fast we can get out there and penetrate that market which will, I guess, the math impact kind of how or what our margin looks like going forward.

Okay. So, higher spread is definitely helping things or just being a little washed out in the next quarter with the higher transit volumes?

That’s right. You know that the transit volumes are substantially our last than the regional trucking margins. So as we bring more of that on, that should help.

Okay. And on the legislative a front, there was a Bill, looks like it was introduced last week, HR 1795 promoting increase use of alternative fuels in public transport. Have you had a look at that and you have a sense of how important that could be?

Rupert that is not ringing a bell, that is transport of what…?

Alternative fuels in public transportation I think. It doesn't look like the full text as being released yet?

Yes. I think, I should I guess that one; I know there is three or four different Bill’s kind of flopping around, some of them are into conversions. I guess I am not familiar with this particular the one Rupert on transportation.

Fair enough. Just one, last one, so obviously the higher spread is driving great interest in the sector on the customer side, are you seeing any developments in competitive pressures?

Well, we actually in more competition. You remember I missed this before where we have seen is, certain properties and agencies and cities have gone after the bid for stations. We see a lot more I would say construction competition, right. So that’s fine. There is people that they think they can build stations and so we have seen an increase there. But I would say that, that’s as important; we have seen for instance in Canada which you are familiar with, they are interested and doing some LNG. They have built some stations. We have seen our friends in the producer industry, really helped to promote natural gas, so they’ve build stations. We partnered with a couple of them. So we are seeing increase. I saw where the CEO, at the shareholder meeting the CEO of Valero indicated that as the market warranted they could vision some day putting natural gas in some of their stations. So I’ve always believed that we will see increased competition as this market grows.

Okay, great. Thank you very much.

Thank you.

Thank you for your questions. At this time, I would like to turn the floor over back over to the speakers for closing remarks.

Right. Thank you, operator. Let me just close by reiterating that we have tremendous opportunities for growth in the coming months as well as longer-term. We believe we’re well-positioned to expand our leadership position in the marketplace and we will continue to benefit from our first mover advantage, our expertise and our technology. We look forward to seeing some of you in our upcoming annual meeting, and looking and reporting to you on our progress again next quarter. Thank you and have a good day.

Thank you. That does conclude today’s teleconference. You may disconnect your lines at this time. And thank you for your participation.