CLNE Clean Energy Fuels Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

J. Nathan Jensen

Vice President and General Counsel

Clean Energy Fuels Corp.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

(949) 437-1000

(Name and Telephone Number, including area code,

of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x          Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

Section 1 — Conflict Minerals Disclosure

Item 1.01                   Conflict Minerals Disclosure and Report.

Conflict Minerals Disclosure

This Form SD of Clean Energy Fuels Corp. (the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2014 to December 31, 2014.

A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, is hereby incorporated by reference herein, and is publicly available at http://investors.cleanenergyfuels.com/corporate-governance.cfm  The foregoing website reference is intended to be an inactive textual reference and the contents of the Company’s website are not incorporated into this report.

Item 1.02                   Exhibit.

The Conflict Minerals Report required by Item 1.01 of Form SD is filed as Exhibit 1.01 to this Form SD.

Section 2 — Exhibits

Item 2.01                   Exhibits

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

2

EXHIBIT INDEX

3

Exhibit 1.01

CLEAN ENERGY FUELS CORP.

Conflict Minerals Report

For the Reporting Period from January 1, 2014 to December 31, 2014

This Conflict Minerals Report (the “Report”) of Clean Energy Fuels Corp. (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2014 to December 31, 2014.

The Company is 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 of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”) delivered. The Company designs, builds, sells, operates and maintains fueling stations, and supplies its customers with CNG fuel for light, medium and heavy-duty vehicles and LNG fuel for medium and heavy-duty vehicles. The Company also manufactures, sells and services non-lubricated natural gas compressors and other equipment used in CNG stations and LNG stations, provides operation and maintenance services to customers, 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, produces and sells renewable natural gas (“RNG”), which can be used as vehicle fuel or sold for renewable power generation, sells tradable credits it generates by selling natural gas and RNG as a vehicle fuel, and helps its customers acquire and finance natural gas vehicles and obtain local, state and federal grants and incentives.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products.  The specified minerals, which are collectively referred to in this Report as the “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten.  The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.  As described in this Report, certain of the Company’s operations manufacture, or contract to manufacture, products for which the Conflict Minerals are necessary to the functionality or production of those products.

When this Report uses the term “conflict-free,” it means the mines, smelters or refiners have been verified as complying with the Conflict-Free Sourcing Initiative’s Conflict-Free Smelter Program (the “CFSP”) or an equivalent third-party audit program.

Description of the Company’s Products Covered by this Report

This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2014.

These products, which are referred to in this Report collectively as the “Covered Products,” are the following:

·                  CNG Compressors — products that create CNG by compressing natural gas to less than 1 percent of the volume it occupies at standard atmospheric pressure.  This product category also includes replacement parts for CNG compressors.

·                  CNG Dispensers — products that dispense CNG into vehicles.  This product category also includes replacement parts for CNG dispensers.

·                  CNG Pressure Reduction Systems — systems that reduce the pressure of the natural gas that is supplied to a fueling location.  This product category also includes replacement parts for CNG pressure reduction systems.

·                  LNG Pumps — products that offload LNG from cryogenic tanker trailers into storage tanks at LNG fueling stations.  LNG pumps also deliver LNG to dispensers from storage tanks.  This product category also includes replacement parts for LNG pumps.

·                  LNG Dispensers — products that dispense LNG into vehicles.  This product category also includes replacement parts for LNG dispensers.

·                  Fueling Station Support Panels — electrical storage panels used in natural gas fueling stations.  A fueling station support panel houses the point of sale system that tracks dispenser transactions; the communications system; purge fans; a digital video recorder and camera to record activities at the station; and power circuits for station lighting and electrical control. This product category also includes replacement parts for fueling station support panels.

Third-party products that the Company retails but does not manufacture or contract to manufacture are outside the scope of this Report.

Overview of the Company’s Supply Chain

The Company’s supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of Conflict Minerals.  In this regard, the Company does not purchase Conflict Minerals directly from mines, smelters or refiners.  The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are necessary to the functionality or production of the Covered Products.  Moreover, the Company believes that the smelters and refiners of the Conflict Minerals are best situated to identify the sources of Conflict Minerals, and therefore has sought to identify the applicable smelters and refiners of Conflict Minerals in the Company’s supply chain.

The Company’s Conflict Minerals Policy

The Company adopted a policy relating to the Conflict Minerals (the “Company Policy”) that provides as follows:

·                  The Company is guided by its core beliefs and values as stated in the Company’s Code of Ethics.  The Company is committed to ethical practices and compliance with applicable laws and regulations wherever it does business.  The Company believes that its commitment to integrity and citizenship extends to its worldwide supply base.  The Company is committed to sourcing its products responsibly, and it expects its suppliers to also source materials from responsible suppliers.

·                  The Company expects its suppliers to partner with it to comply with the Rule.  The Company expects its suppliers to:

·                  Complete the Company’s Conflict Minerals survey, identifying any Conflict Mineral material that they sell to the Company and the smelter, refiner or mine that provided the original Conflict Mineral material (for this purpose, the Company’s direct suppliers may have to require successive upstream suppliers to complete the Company’s Conflict Minerals survey until the applicable smelter, refiner or mine is identified, and if the smelter, refiner or mine is in the Covered Countries or sources Conflict Minerals from Covered Countries, whether the Conflict Mineral material is conflict-free);

·                  Agree to cooperate fully with the Company in connection with any due diligence that the Company chooses to perform with respect to its country of origin inquiries; and

·                  When the Company deems it necessary, to provide reasonable proof of the due diligence performed by the supplier to support the country of origin certification and any other information provided by the supplier to the Company.

·                  The Company evaluates its relationships with its suppliers on an ongoing basis, and reserves the right to consider the extent to which a supplier has failed to reasonably comply with the Company Policy in the course of such evaluation.

The Company has designed its conflict minerals reporting efforts to align and comply with the Rule.  The full text of the Company Policy is available at: http://investors.cleanenergyfuels.com/corporate-governance.cfm.  The foregoing website reference is intended to be an inactive textual reference and the contents of the Company’s website are not intended to be incorporated into this report.

The Company’s Reasonable Country of Origin Inquiry and Due Diligence Process

The Company has conducted a good faith reasonable country of origin inquiry regarding the Conflict Minerals.  This good faith reasonable country of origin inquiry was reasonably designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources.  The Company also exercised due diligence on the source and chain of custody of the Conflict Minerals as described below.

Due diligence process design

The Company’s due diligence measures have been designed to conform, in all material respects, to the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Second Edition (2013), including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).

Due diligence performed

The following is a summary of the Company’s due diligence process performed during the reporting year for the products covered by this Report:

OECD Guidance Step 1: Establish a management system

·                  The Company adopted a policy relating to the Conflict Minerals and posted such policy on its website.

·                  The Company created a working group to oversee its due diligence process (“Working Group”).  Such group was led by the Company’s General Counsel, the Company’s Manager, Supply Chain, and the Director of Supply Chain Management and Manufacturing of the Company’s Clean Energy Compression subsidiary.  The Working Group also included a Clean Energy Compression Supplier Development Specialist, and the Director of LNG Engineering and the Supply Chain Manager of the Company’s Clean Energy Cryogenics subsidiary.  The Company also engaged an external service provider to support the due diligence process.

·                  The Company adopted the Conflict Minerals Reporting Template that the Conflict-Free Sourcing Initiative (“CFSI”) has created (the “Template”) as a means for the collection of information relating to the use and origin of Conflict Minerals (including smelter data) in the Company’s supply chain.

OECD Guidance Step 2: Identify and assess risks

·                  The Company contacted its 90 identified in-scope suppliers and provided them with a summary of the Rule, links to the Template and the Company Policy, and contact information for Working Group members.

·                  To aid in the identification and assessment of potentially adverse impacts, the Company defined several “Red Flags,” or indicators that one or more items in a response are worthy of further action by the Company.  The Red Flags were designed to capture: (i) that the Template has been completely filled out, even if a supplier indicates that most areas are in progress; (ii) reasonableness of response using logic checks; (iii) whether a supplier has initiated their own due diligence on minerals sourcing; and (iv) whether any Conflict Minerals are sourced from a Covered County, and if sourced from a Covered Country, whether the identified mines, smelters or refiners are conflict-free.

·                  Suppliers that did not submit the Template by the requested deadline or presented Red Flags were contacted by members of the Working Group.

·                  The Company developed a risk assessment based on the supplier responses.

OECD Guidance Step 3: Design and implement strategy to respond to risk

·                  The Working Group reported the findings of the due diligence program, including the risk assessment, to the Company’s senior management and Board of Directors.

·                  The Company developed a risk management strategy and plan that sets forth supplier risk management strategies.

OECD Guidance Step 4: Carry out independent third party audits of the supply chain

·                  The Company relied on the CFSI and that organization’s CFSP for independent third party audits of the smelters in its supply chain.

OECD Guidance Step 5: Report on supply chain due diligence

·                  The Company reported the results of the due diligence it performed by providing this Report as Exhibit 1.01 to a Form SD filed with the Securities and Exchange Commission.  The Company also made this Report publicly available on its website.

Results of Due Diligence Performed

The Company’s efforts to determine the mine or location of origin of the Conflict Minerals contained in the Covered Products with the greatest possible specificity consisted of the due diligence measures described in this Report.  Due to additional efforts by the Working Group to identify and solicit responses from in-scope suppliers, the Company received responses from 63% of its identified in-scope suppliers.  This level of supplier response constituted a 15% increase over 2013.

Very few of the suppliers contacted by the Company identified the facilities from which they source Conflict Minerals.  Some suppliers responded that they were not requesting smelter names from their suppliers and/or had not implemented due diligence procedures to determine the origin of Conflict Minerals in their respective supply chains.

Based on the information provided by the Company’s suppliers, and taking into account the preceding paragraph, the Company believes that the facilities that may have been used to process the Conflict Minerals in the Company’s products include the facilities listed in Tables 1, 2 and 3 at the end of this Report.  Of the 274 processing facilities identified for calendar year 2014 by the Company’s suppliers, 159 were validated as conflict-free, 18 have agreed to participate in the CFSP but have not yet completed the program and 97 have not been validated as conflict-free.

Some of the supplier responses represented their supply chain at a company-level rather than being product-specific.  As such the list of processing facilities disclosed in this Report may contain more facilities than those that actually process the Conflict Minerals contained in the Company’s products.

Based on its due diligence efforts, the Company does not have sufficient information to conclusively determine the countries of origin of the Conflict Minerals in its products.  However, based on the information provided by the Company’s suppliers, the Company believes that some of the Conflict Minerals contained in its products originated from Covered Countries.

Steps To Be Taken

The Company expects to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary Conflict Minerals contained in the Company’s products benefit armed groups in the Covered Countries:

·                  Enhancing its employee training relating to the Rule, the Company Policy and procedures to identify and work with in-scope suppliers.

·                  Continuing to engage with suppliers to obtain accurate and complete information about the origin of Conflict Minerals in the Company’s supply chain, including improving the quality of the processing facility data provided by suppliers.

·                  Seeking opportunities to assist suppliers in building capabilities with a view to improving due diligence performance.

·                  Continuing its initiative to include language in its new supply contracts that requires suppliers to comply with the Company Policy.

·                  Engaging in industry initiatives encouraging conflict-free supply chains.

Tables of Our Conflict Minerals Processing Facilities

Table 1.  CFSP-compliant processing facilities as of May 13, 2015.

Processing facilities reported in the Company’s supply chain validated as compliant according to the CFSP.

Table 2.  CFSP participating processing facilities as of May 13, 2015.

Processing facilities reported in the Company’s supply chain that have agreed to participate in the CFSP but have not yet completed the program.

Table 3.  No known CFSP participating as of May 13, 2015.

Processing facilities reported in the Company’s supply chain that have not been validated as CFSP-compliant.