To Our Shareholders

2008 was momentous in every way, moving from drastic highs and lows in petroleum and fuel prices, economic momentum and business and consumer confidence.

In 2009, the world has changed, but our fuel
has not.

Natural gas fuel for transportation is still All-American, abundant and cleaner and cheaper than diesel or gasoline.

That is why we believe our company will prevail and grow.

We are the leader in the industry and largest provider of natural gas for transportation in North America.

Clean Energy LNG tanker trucks load at our Clean Energy California LNG Plant to deliver fuel throughout Southern California and the Southwest.

In 2008, we delivered 73.5 million gallon equivalents of CNG and LNG natural gas fuel (including volumes sold to industrial users and biomethane produced at our landfill gas processing plant). We ended the year owning or servicing 176 stations fueling over 320 fleet customers operating approximately 15,000 vehicles across North America. We completed 28 station upgrades or new stations during 2008. We have a capital budget of $31.6 million in 2009 to build additional stations. We are also pursuing numerous other projects.

In 2008, the first increment of class-8 LNG trucks began fueling daily at the Clean Energy Carson LNG station.

Revenue in 2008 was $129.5 million and at year-end total assets were $290.4 million, with $22.9 million in long-term debt. Our 2008 10-K provides additional financial information that you should read.

The good news is that high-fuel-use fleets of heavy-duty vehicles — our primary market — are converting to natural gas fuel in increasing numbers. They recognize that lower gasoline and diesel prices at the beginning of 2009 are not likely sustainable once world demand for petroleum recovers. Fuel diversity is critical for these fleets.

Transit fleets have long been users of natural gas fuel, both CNG and LNG. Even with the advent of hybrid electric buses, natural gas fuel still makes the most sense as an alternative to diesel. About 33% of the nation’s transit fleets use natural gas fuel and about 22% of new buses on order are natural gas-powered. There are about 58,000 natural gas buses in service overall.

In 2008, we obtained contracts or expanded agreements with transit agencies in Southern California, Las Vegas, Akron, Phoenix and El Paso, among others.

Clean Energy LNG tanker trucks load at our Clean Energy California LNG Plant to deliver fuel throughout Southern California and the Southwest.

Refuse fleets have been converting to natural gas in large numbers in California for some time, due largely to the environmental benefits. Now with more favorable economics through lower natural gas fuel prices and incentives for vehicle purchases, refuse fleets are beginning to convert across the country. There are about 200,000 refuse trucks in service nationwide.

In 2008, we obtained contracts or extended agreements with refuse fleets or municipalities in Glendale, Burbank, Sacramento, Fresno and Los Angeles, California; Brookhaven, New York; and central New Jersey, among others.

Airport-related fleets are an important market for Clean Energy for fueling taxis, passenger shuttles, airport buses, hotel and rental car shuttles, and airport fleets.

In 2008, we obtained contracts or extended agreements in College Park,
GA, adjacent to Atlanta’s Hartsfield-Jackson International Airport, Oakland International Airport and Will Rogers World Airport, and now are growing operations at 19 of the nation’s airport complexes.

Transit fleets around the country are expanding natural gas vehicle use, including large articulated buses for high-volume demands.

Trucking fleets for goods movement are beginning to convert to natural gas now that there are several makes and models of Class-8 vehicles available from major manufacturers such as Kenworth, Freightliner and Peterbilt. The Ports of Los Angeles and Long Beach in Southern California have mandated the retirement or conversion of more than 16,000 old diesel trucks in favor of new diesel and alternative fuel (natural gas) trucks. There are about 2.7 million Class-8 trucks on the road across the country.

In 2008, we began fueling the first wave of trucks at the Southern California ports and began construction of our second dedicated LNG truck station there, which will be the largest LNG truck fueling station in the world. Several more stations are planned for the region.

Municipalities large and small are increasingly mandating the use of alternative fuel vehicles for taxis to lower emissions and to benefit their local environments.

To provide the LNG fuel for the anticipated demand by port and regional trucking in the Southwest region, we completed The Clean Energy California LNG Plant in Boron, California in November 2008 and began delivering fuel to our first station at the ports as well as to other customers. The plant is designed to produce 160,000 LNG gallons per day initially, with the ability to increase production to 240,000 LNG gallons per day as
deliveries grow.

The pace of port truck deployment is uncertain due to a slowing in goods movement from the recession. Yet we believe the port authorities are sticking to their plans. Also on the legislative front, we believe that President Obama, his Chief-of-Staff Emanuel, and leading legislators all are looking more favorably on natural gas for transportation as a means to reduce the nation’s dependence on imported oil as well as benefit the environment. Our message is getting through better than ever.

Refuse fleets across the country are converting to natural gas vehicle use because they are cleaner, quieter and less costly to fuel. New to natural gas in 2008 is South County Sanitary Company in San Luis Obispo, California, a division of Waste Connections.

Perhaps the biggest reason why natural gas for transportation is better known than ever is the singular effort during 2008 of our co-founder, T. Boone Pickens, promoting The Pickens Plan. Beginning in July, he dedicated substantial personal funds and a significant amount of his time to
telling the country, during a critical election period, what he believes: that in order to ensure our prosperity, our nation must significantly reduce imported oil consumption and the draining of American dollars by employing our own domestic natural resources, including solar power and wind for generating electricity and natural gas for transportation. His efforts almost singlehandedly created a national debate on energy in America and changed minds. He is continuing his campaign in 2009. Now we need to ensure that the new awareness is put into action through governmental support and industry practice.

Clean Energy’s new LNG truck fueling station under construction at the Ports of Long Beach and Los Angeles is the largest LNG truck fueling station in the world.

Clean Energy Co-Founder Boone Pickens testified before Congress in summer 2008 as part of his campaign, The Pickens Plan. It aims to get the United States to adopt a meaningful energy policy that will lower dependence on imported oil and include extensive use of solar power and wind power for electricity and natural gas for transportation.

In 2008 we also made a significant investment in clean renewable energy by acquiring 70% of the McCommas Bluff landfill gas operation in Dallas, Texas. There we produce biomethane gas and sell that gas into the pipeline system as a renewable fuel. Our landfill gas operations create significant reductions in greenhouse gas emissions through methane capture and displacement of fossil fuel in the pipeline system, further proving that natural gas is a renewable, sustainable, clean and permanent part of meeting our nation’s energy needs. During the year, we also made an investment in a new, purpose-built car by the Vehicle Products Group that will provide a tailored natural gas vehicle for taxi and paratransit use, two key markets for Clean Energy.

We have taken many significant actions in recent months to sustain and strengthen Clean Energy’s operations. These range from raising approximately $32.5 million last fall to invest in the growth of our business to tightening our operations and cutting costs.

Although the timing of natural gas fuel market development is uncertain, we believe its time is coming.

We thank our management team and staff for their exceptional work in building our company, and recognize our Board of Directors for their counsel and direct support.

Andrew J. Littlefair
President and CEO