Welcome to Clean Energy Fuels second quarter 2009 earnings conference call. (Operator Instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Ina McGuinness of ICR.

Earlier this afternoon, Clean Energy released financial results for the first quarter ended March 31, 2009. If you did not receive the press release, it is 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 company's web site 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 will contain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction with current prospects as well as words such as believe, intend, expect, plan, anticipate and similar variation identify forward-looking statements but their absence does not mean 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 the Clean Energy Form 10-K filed with the SEC on March 16, 2009 and subsequent filings including the prospectus supplement filed on June 26, 2009 and the Form 10-K for the quarter ended June 30, 2009. These forward-looking statements speak only as of the date of this release and the company undertakes no obligation to publicly update any forward-looking statements, supply new information on events or circumstances after the date of this release. The company's non-GAAP EPS which will be reviewed on this call excludes certain expenses that the company management does not believe are indicative of the company's core business operating results. Non-GAAP financial measures should be considered an addition to results prepared in accordance with GAAP but should not be considered a substitute or superior to GAAP results. The most directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and a reconciliation between non-GAAP and GAAP figures is provided in our second quarter 2009 press release which has been furnished to the SEC on Form 8-K today. Participating on today's call from the company are President and CEO Andrew Littlefair, and Chief Financial Officer Rick Wheeler. And with that, I'll turn the call over to Andrew.

Good afternoon everyone. Today, we're calling you from Las Vegas where we are participating in the Second Annual National Clean Energy Summit which features Boone, President Clinton, Vice-President Gore, Secretary of Energy Chu, Senate Majority Leader Harry Reid and a host of others. The summit is focused on topics relating to reducing our dependence on foreign oil and focusing on alternative fuels that can reduce greenhouse gases and global warming. Of course, all of this also adds up to adding green jobs and there's a lot of buzz here about the NAV Gas Act and we believe this is going to lead to promising legislative activity in the fall. Turning to our company, I'm pleased to report on a very good quarter. As you know, volume growth is one of the key drivers of our business and in the second quarter, we were successful in delivering good growth for this key metric. We sold $23.7 million gasoline gallon equivalents this quarter which is up 28% from a year ago and 30% sequentially. From a margin perspective, we maintain our per gallon margins during the quarter as we integrated Exterran Natural Gas business into our operations in our new bio methane sales agreement kicked in. We also realized improved margins on the retail price piece of our business this quarter as opposed to last quarter as we benefited from a very favorable spread between the price of oil and natural gas. One highlight this quarter was our acquisition of the natural gas vehicle operation of Exterran Energy Solutions, the old Hanover Compressor Company. This acquisition added four large transit fleets to our customer list with about 15,000 buses and 25 million gallons of volume a year. These transit operators include large natural gas buses in the United States, the Los Angeles…

Before I review our financial results, I would like to point out that all my references to our results will be comparing the second quarter of 2009 to the second quarter of 2008 or comparing a six month period ended June 30, 2009 to the six month period ended June 30, 2008 unless otherwise specified. We delivered $23.7 million gallons in the second quarter of 2009 versus 18.5 million gallons last year. For the first six months of 2009 we delivered 42 million gallons of fuel to our customers compared with 36.1 million gallons delivered during the same period in 2008. The increased volume between periods was primarily related to the increases sales at the landfill project, increased port volumes and increased volumes from the transit properties we acquired from Exterran during the quarter. Also from a volume perspective, the additional Phoenix LG volumes we recently won started July 1, so this contract should add about three million gallons of incremental sales volume over the remainder of the year. For the quarter, our revenues were $27.9 million which compares to $33.8 million. For the first six months, our revenues totaled $58.1 million which compares to $63.8 million. A significant portion of our revenues are based on the price on natural gas which was down about 17% between the second quarter of 2008 and 2009, but as you know, when the price of natural gas goes down, and our revenues go down, our cost to buy the natural gas we're selling also goes down and generally by similar amounts. In these instances, the price of natural gas is in essence a pass through to our customers, so at the end of the day, we are making our same margin per gallon on these customers regardless of the price of natural gas…

(Operator Instructions) Your first question comes from Robert Brown – Craig-Hallum. Robert Brown – Craig-Hallum: Maybe you could provide a little more color on the national trucking initiative, sort of what that involves and how long the sales cycle might be before you start to see contracts.

Many of those customers right now, and I'm not going to read them all off to you because I don't think that's probably wise for me to do, but they're very familiar names. Several of them are already testing vehicles, but we know talking and working with these guys that really in order to get them with the appropriate level of confidence and experience, they need to be testing more vehicles. So we work closely with Westport to come up with a package of incentives that we think will be really frankly attractive for these guys to take 20 or 30 units each into these fleets. Our team has met with them. Our combined team has met with, I don't know if they've met with all 20 yet, but they've met with the vast majority of them. We've had a very nice reception. So now the devil is in the details of getting contracts. We'll have the first one of those announced I hope here shortly. It looks like it's already done. And so I have high hopes for this. I would imagine though you're going to see that over the course of the next 30 to 60 days and then those vehicles will be put into service a month or two after that. So it's something that's in the later part of this year. The timing is good though because all of these trucking companies are now looking at the NAT Gas Act. We know from talking with that that gets the incremental down to where it's very attractive, so it's time to get these things in place and I think this is a good way to go about it. It's kind of what we did in the refuse market. We started out with getting anybody that would do it. We'd get them five or seven refuse trucks. But it wasn't until we got 15 or 20, 30 in a given fleet that they really got the confidence that they have now, and so that's what we need to do with these big sophisticated operators. Robert Brown – Craig-Hallum: How many gallons did you have in the quarter from your Exterran acquisition?

About 3.2 million. Robert Brown – Craig-Hallum: Maybe you could give us your CapEx thoughts for 2009.

I think you'll see it in our Q which we just filed as well. We're anticipating about $14.9 million for station projects for the rest of the year.

Your next question comes from David Woodburn – ThinkEquity Partners. David Woodburn – ThinkEquity Partners: Can you give us the breakdown of CNG, LNG and biomethane in the quarter?

CNG was $16.8 million, biomethane $1.5 million, LNG $5.9 million and that gets you to your $23.7 million. David Woodburn – ThinkEquity Partners: Have you talked with Senator Reid there in Las Vegas? What are his thoughts on how these NAT Gas bills at this point could actually move forward? Is it likely that they go out of committee and get voted on by themselves or is it sort of have the text ready in case they need it to insert into the energy bill?

You're right. He said, about two weeks ago, and I think he said it at a private breakfast that I was not at this morning, because Boone mentioned that to me. He said on a couple of occasions that he could envision the NAT Gas Act moving as a stand alone bill. Now I'm always warned by our federal lobbying team that he perhaps would like that to happen. Not sure that it could happen, but he's now said it a few times. So we have to like that. They are I think doing the work that's required. We've been meeting with various senators. There's been a couple of other bills. One from Senator Prior that had other various pieces of natural gas in and I think it's the second part of your question which is, you have to have these things ready to go in case they find their way onto a seemingly unrelated tax bill or a larger energy piece or a highway bill. And we haven't been able to read all the tea leaves yet on how that's going to happen, but I think we do realize that it's something that you're going to have to look at in the September time frame or October.

Your next question comes from Brian Gamble – Simmons. Brian Gamble – Simmons: The $3.2 million from Exterran in the quarter, how quickly are we thinking that's going to reach the full $25 million run rate per annum?

We'll be on that rate starting next quarter because we got all four of them in during the second quarter so third quarter you'll see that level of run rate. Brian Gamble – Simmons: On that point, when you closed that acquisition last quarter we talked about possibly selling some additional services to those customers. Have those discussions commenced? What's the thought there on recognizing some additional revenue flow?

We have on one of those customers; we're well down the trail of negotiating a contract to do some fairly extensive modifications to some of the facilities. And I don't want to go too much more than that, but our engineering teams have been working with them. We've responded, we've gone back and forth. We've also met with all of them about other services and it looks like there may be an upgrade in one of those other properties. This is something you remember I mentioned last time, we see with these that over time, as they get comfortable with our level of expertise and operation, you begin to do other services that they need, and they trust us to do it. Brian Gamble – Simmons: The 600 vehicles on AT&T that you mentioned as being produced currently, is there a time line when those are supposed to be on the road?

They're being produced now and I don't remember the number they're turning out a day. Something tells me they're doing eight a day right now, or eight to ten. But they're on it and if you go to the DAF facility in Dallas, it's stacked up with AT&T vans out there. So they're busy. So I'm kind of guessing here, but I'm guessing that's something that happens in the next 60 to 90 days you get all those done. Then there's the next tranches come behind that and I don't know exactly where they stand on that right now. Brian Gamble – Simmons: On the comments you mentioned 36K a day flowing out of there, going forward are we talking about ramping it up more or are you getting kind of a full run rate there?

That has a long life and that landfill has the ability, we have to add production capabilities, spend some money. We're working on a plan now that would look like you could expand about two and half times. We have some great plans for that and think we can increase that production.

It's basically at capacity with the capital improvements that we've done to date. There's certainly a lot more gas that's available and we can improve and increase the capacity. We just need to invest in the plant, drill more wells, that type of think which we're looking into. Brian Gamble – Simmons: How much capital would it cost to get the two and a half as mentioned?

Our engineering crew are analyzing that and going back and forth and looking at some different technologies and some different concepts with the existing equipment versus going new and electrical, gas versus electric drive, all that type of stuff which has a heavy impact on the cost. It's anywhere from $10 million to $30 million depending on which track we go, maybe more toward the higher end of that.

Your next question comes from Steven Milunovich – Merrill Lynch. Steven Milunovich – Merrill Lynch: CNG versus LNG, the CNG volumes are up pretty nicely year over year. LNG I believe was down a little bit. Over time, I thought we were going to see faster growth in LNG.

I think you will. I think over time as regional trucking kicks in and remember, regional trucking is new. It's the newest market. But even in the remainder of this year, you're going to see more LNG volume coming from the ports which will be significant. You'll see more LNG volume coming from Phoenix. It starts up July 1. And then the regional trucking will be, but if I look out years ahead, I think you'll begin to look LNG I think will grow at a faster rate than CNG.

Keep in mind that three million incremental gallons we just got back, we didn't have that in the prior quarter of '08. It's coming back in '09, so if you factor that out, that makes the numbers look better. Steven Milunovich – Merrill Lynch: How about that $0.49 margin? You had indicated over time it might come down as you have extra [inaudible].

Actually this was going to be an interesting quarter for us because there was a lot of things melding together. The retail spread was increasing as the spreads between natural gas and oil starting going back up, so our retail piece of our business we're seeing some improvement. The DCE improvement, that was a huge contributor during the quarter. If you recall, before the Shell agreement started, we were selling gas in the first quarter at a local index that was I believe was below $3.00 and now we're selling well in excess of that with our new deal. That coupled with the increased production, that certainly helped our margin. And also blending in the Exterran acquisition which we knew was a little bit on the lower end of our margin perspective, how all that was going to shake out. We were pleasantly surprised to see it hand in there and actually go up a couple of pennies from what it was last quarter. Now I think next quarter once the full impact of the Exterran acquisition is in for the full quarter, it may pull it down a touch but a lot of that is contingent on, we've got more port trucks showing up all the time, that's in our higher margin retail side and the spread continues to hang in there so there may be some more opportunities to offset some of that on the retail side. So it's a long winded answer to say we're pleasantly surprised with how they are hanging in there and where they go next quarter will be kind of contingent on how all those factors kind of play out. It could tick down some, but it may hang in there pretty close to where it's been.

I know you guys follow all this, but it is impressive when you look at that spread between oil and natural gas today. I didn't do the math yet today, but you've got to be at the high end of the historical range of the relationship, 18 to 1 or 19 to 1. And we're seeing gasoline prices tick up. In LA basin this morning, I noticed its $3.15, and so you've got pretty low gas prices so our retail margins are pretty strong right now. Steven Milunovich – Merrill Lynch: You said that something like half your backlog typically gets filled in the year?

It seems to have gone that way. Steven Milunovich – Merrill Lynch: You could do 40 next year?

Yes, that's what it means. Of course it all depends on how it goes and which ones we get under contract early and timing. But that's what we've seen over the last few years, and I have reason to believe that, I think it's a good likelihood that will be the way it goes. And, that doesn't take into account some wonderful success on the Clean Cities program. I don't even have that factored in. So let's say I get lucky and we get 20 of those projects, that's in addition to those 80 and if AT&T eventually, we get that nailed down, you might see several more so yes, I think that's realistic. Steven Milunovich – Merrill Lynch: When you're going for buses are you running into electrification guys who are trying to sell batteries and those types of folks?

Not on the heaviest of vehicles, certainly not on regional trucking of course. Occasionally in the federal transit arena, you recall that diesel hybrid electric bus costs $250,000 more than natural gas bus, but they get a whole bunch of that paid for by the feds. So occasionally you'll see transit properties go with that more expensive diesel hybrid electric buses. You don't see the trash trucks. It's just really not ready for prime time. Diesel hybrid electrics, you can't point to very many cases where the increased cost is taken care of by the efficiency gains. It just hasn't come out that way. So the federal transit guys do it because they're using your money and my money, but others don't seem to be doing it.

Your next question comes from Eric Stine – Northland Securities. Eric Stine – Northland Securities: I was wondering if you could give us, I don't think you could give the portion of LNG and GGE's that was from the ports. And do you still plan on five stations at the ports of LA and Long Beach.

The combined port station volume just for the month of June was high 200,000 gallons I believe. It's in that magnitude and growing as more and more trucks get unveiled and through the process and on the road. So that will give you some magnitude of where that's roaming. We have two other locations that are agreed to in the ports. We're going to bring those on once we see the volume of trucks come up some more. We are readying some what called LNG port if you will, port truck stations that would be in the OLM empire, so 40 miles away from the port at the distribution centers out east. So I think you could see three or four more sort of related to the ports, not necessarily in the ports. That new station if you haven't seen it is pretty impressive. It can handle an awful lot of volume and we'll probably do one more in the port for sure, and then you're going to do some others that augment the port operation. But I want to see the truck count come up some.

And just to clarify, that 300,000 was LNG gallons or the high 200,000 number. It's about 200,000 GGE's. Just an FYI. That's how many trucks are out there as of June, and obviously more and more showing up daily.

There are no further questions. I'd like to turn the call back over to management for closing remarks.

Thank you everybody for joining us. I'm pleased that the signs indicate that we can continue on this year's trends of growth in volumes. You'll recall we weren't pleased with where the volumes were headed last year and that's corrected itself and I'm very pleased about it. I know I've said this before, but it bears repeating, although we are seeing extremely favorable spreads in the commodities market, our business model is solid even if the spread narrows. We obviously can't predict the price of natural gas or oil, but domestic natural gas will I think be in a very enviable position in terms of price relative to oil where it doesn't have the same pressures that oil does. Based on the growing national interest in natural gas, and I came from that meeting this morning, and we are in a much different profile than where we were a year ago or even certainly two years ago. But the recent public policies pushing alternative fuels and our strong backlog, we believe we're approaching kind of an inflection point in our business. We now feel that we have the appropriate financial flexibility to capitalize on our growth opportunities and solidify Clean Energy's leadership in the alternative fuels industry. Moreover, we have a world class team of professionals. We've added to it and we're executing on our vision, and we believe that will serve our shareholders and our country well here in the future. So thank you everybody for participating and we'll look forward to talking to you. Thank you and good day.