##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
      (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-33203
  US BioEnergy
    Corporation
 (Exact name of Registrant as
    specified in its charter)
   South Dakota

20-1811472(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)5500 Cenex Drive
    Inver Grove Heights, Minnesota

55077(Zip Code)(Address of principal executive
    offices)    Registrants telephone number, including area code:
 (651) 554-5000
   þ o
  non-accelerated Rule 12b-2
 o o þ
  Rule 12b-2 o þ




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##### 



US
    BioEnergy Corporation
  TABLE OF
    CONTENTS
  
  PART I. FINANCIAL INFORMATIONItem 1.


Financial Statements


3Condensed Consolidated Balance Sheets


3Condensed Consolidated Statements of
    Operations


4Condensed Consolidated Statements of Cash
    Flows


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


37Item 4.


Controls and Procedures


39PART II. OTHER INFORMATIONItem 1A.


Risk Factors


39Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


55Item 6.


Exhibits


55SIGNATURES


57CertificationsAmendment No. 1 to Fourth Supplement to the Master Loan AgreementAmendment No. 1 to the Credit AgreementAmendment No. 1 to the Credit AgreementAmendment No. 1 to the Credit AgreementAmendment No. 1 to the Credit AgreementAmendment No. 1 to the Credit AgreementAmendment No. 2 to the Credit AgreementAmendment No. 2 to the Amended and Restated Master Loan AgreementAmendment No. 1 to the Amended and Restated Master Loan AgreementAmendment No. 1 to Second Supplement to the Master Loan AgreementAmendment No. 1 to Third Supplement to the Master Loan AgreementAllonge (Term Note)Amendment No. 1 to Fourth Supplement to the Master Loan AgreementAllonge to the Term Revoving NoteAmendment No. 2 to the Amended and Restated Second Supplement to the Master Loan AgreementAllonge to Amended and Restated Revloving NoteAmendment No. 2 to Master Loan AgreementAmendment No. 1 to Amended and Restated Second Supplement to Master Loan AgreementAmendment No. 1 to Third Supplement to the Master Loan AgreementAllonge (Term Note)Allonge (Term Revolving Note)Change in Control AgreementChange in Control AgreementCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION
  ITEM 1:
    FINANCIAL
    STATEMENTS  US
    BioEnergy Corporation
  Condensed
    Consolidated Balance Sheets
 (In
    thousands, except per share data)
  September 30,


December 31,2007


2006(Unaudited)ASSETSCurrent AssetsCash and cash equivalents

$
79,729


$
170,099Receivables


49,555



40,958Inventories


23,004



28,420Derivative financial instruments


2,515



7,144Prepaid expenses


4,007



3,572Total current assets


158,810



250,193Other AssetsDeposits


6,967



4,307Investment in equity of unconsolidated subsidiary


3,691



1,509Goodwill


63,991



65,489Intangible assets


5,944



3,174Other assets


200



30480,793



74,783Property and equipment, net


849,730



408,814Total assets

$
1,089,333


$
733,790LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesCurrent maturities of long-term debt

$
15,819


$
8,131Checks written on controlled disbursement accounts






13,270Notes payable






1,815Accounts payable


46,851



47,163Accrued expenses


15,467



4,938Deferred income tax liability


1,217



2,913Other current liabilities


238



3,955Total current liabilities


79,592



82,185Long-term debt


331,244



140,128Deferred income taxes


43,047



27,099Long-term income taxes payable


331



Minority interest in subsidiary


3,942



Other long-term liabilities


567



Total long-term liabilities


379,131



167,227Total liabilities


458,723



249,412Commitments and ContingenciesShareholders EquityPreferred stock, $0.01 par value, authorized
    75,000,000 shares, issued none






Common stock, $0.01 par value, authorized
    750,000,000 shares; 79,616,190 and 67,968,885 shares
    issued and outstanding as of September 30, 2007, and
    December 31, 2006, respectively


796



679Additional paid-in capital


588,862



467,552Retained earnings


40,952



16,147Total shareholders equity


630,610



484,378Total liabilities and shareholders equity

$
1,089,333


$
733,790    3




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##### Table of Contents



US
    BioEnergy Corporation
  Condensed
    Consolidated Statements of Operations
 (In
    thousands, except per share data)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(Unaudited)Revenues:Product sales

$
148,337


$
30,597


$
427,518


$
51,914Services and commissions


1,480



1,135



6,345



5,665Other revenues


228



1,518



2,803



2,785Total revenues


150,045



33,250



436,666



60,364Cost of goods sold:Cost of product sales


120,459



22,335



367,849



39,478Cost of services and commissions


801



1,333



2,679



4,291Total cost of goods sold


121,260



23,668



370,528



43,769Gross profit


28,785



9,582



66,138



16,595Selling, general and administrative expenses


10,846



7,233



28,612



17,725Loss on impairment of assets


2,471







2,471



Operating income (loss)


15,468



2,349



35,055



(1,130
)Other income (expense):Interest expense


(1,425
)


(928
)


(8,238
)


(1,370
)Interest income


1,257



694



5,643



1,624Other income


7



16



4,022



38Equity in net income (loss) of unconsolidated subsidiary
    (Note 5)


1,094



(76
)


2,182



(76
)Total other income (expense), net


933



(294
)


3,609



216Income (loss) before income taxes and minority interest


16,401



2,055



38,664



(914
)Income tax expense


(5,330
)






(14,117
)


Minority interest in net loss of subsidiary (Note 5)


7



455



58



391Net income (loss)

$
11,078


$
2,510


$
24,605


$
(523
)Income (loss) per common share:Basic

$
0.15


$
0.04


$
0.35


$
(0.01
)Diluted


0.15



0.04



0.35



(0.01
)Weighted average shares outstanding:Basic


72,043



56,229



69,348



46,545Diluted


72,908



59,989



70,274



46,545    4




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##### Table of Contents



US
    BioEnergy Corporation
  Condensed
    Consolidated Statements of Cash Flows
 (Dollars
    in thousands)
  Nine Months EndedSeptember 30,2007


2006(Unaudited)Cash Flows from Operating ActivitiesNet income (loss)

$
24,605


$
(523
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation


16,876



2,687Amortization


1,292



824Minority interest in net loss of subsidiary


(58
)


(391
)Stock-based compensation expense


2,098



241Deferred income taxes


14,252



812Change in derivative financial instruments


4,880



(890
)Equity in net (income) loss of unconsolidated subsidiary


(2,182
)


76Loss on impairment of assets


2,471



Changes in working capital components, net of effects of
    business acquisitions:Receivables


(8,397
)


(16,714
)Inventories


5,416



(6,522
)Accounts payable


(4,567
)


13,741Other, net


7,415



3,230Net cash provided by (used in) operating activities


64,101



(3,429
)Cash Flows from Investing ActivitiesPurchases of property and equipment


(287,193
)


(147,920
)Proceeds from disposition of property and equipment


107



Acquisition of US Bio Marion, net of cash received


(13,224
)


Acquisition of US Bio Platte Valley and US Bio Ord, net of cash
    received






(20,708
)Investment in Provista






(1,000
)Proceeds received on sale of 50 percent interest in Provista






2,400Acquisition of US Bio Hankinson, LLC, net of cash received






(773
)Deposits made


(2,660
)


(4,004
)Other






157Net cash used in investing activities


(302,970
)


(171,848
)Cash Flows from Financing ActivitiesProceeds from long-term debt


210,844



99,485Payments on long-term debt


(45,789
)


(1,645
)Net change in notes payable


(1,815
)


12,451(Decrease) increase in checks written on controlled disbursement
    account


(13,270
)


1,066Debt issuance costs paid


(1,542
)


(210
)Proceeds from the issuance of 16,500 and 11,799,563 shares of
    common stock, respectively


71



94,394Deferred offering costs paid






(2,760
)Net cash provided by financing activities


148,499



202,781Net (decrease) increase in cash and cash equivalents


(90,370
)


27,504Cash and Cash EquivalentsBeginning of period


170,099



40,450End of period

$
79,729


$
67,954    5




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##### Table of Contents



US
    BioEnergy Corporation
  Notes
    to Condensed Consolidated Financial Statements
    (unaudited)
  Note 1:
    Basis of
    Presentation and Significant Accounting Policies      Form 10-K
          Derivative financial
    instruments:
  Recently
    issued accounting pronouncements:
   6




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US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
      Note 2:
    Income
    Taxes             7




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  Note 3:
    Inventories  (in thousands)
  September 30,


December 31,2007


2006Ethanol

$
4,454


$
4,752Distillers grains


2,537



3,496Corn


8,811



13,923Chemicals


946



650Supplies


3,376



2,095Work-in-process


2,880



3,504Inventories

$
23,004


$
28,420   Note 4:
    Property
    and Equipment  (in
    thousands)
  September 30,


December 31,2007


2006Land and land improvements

$
44,427


$
28,710Buildings


92,278



74,080Leasehold improvements


205



157Machinery and equipment


270,896



224,232Office furniture and equipment


5,236



2,359Construction in progress


459,869



85,764Property and equipment


872,911



415,302Less: accumulated depreciation


23,181



6,488Property and equipment, net

$
849,730


$
408,814   Note 5:
    Investment
    in Subsidiary     8




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
          Note 6:
    Notes
    Payable and Long-Term Debt             9




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
          Note 7:
    Earnings
    Per Common Share  1-for-4
 10




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US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Three Months Ended September 30,WeightedAverageNet


Shares


Per ShareIncome


Outstanding


Amount(In thousands)2007:Basic EPS

$
11,078



72,042,778


$
0.15Effects of dilutive securities:Exercise of stock options






865,337



Diluted EPS

$
11,078



72,908,115


$
0.152006:Basic EPS

$
2,510



56,229,063


$
0.04Effects of dilutive securities:Exercise of stock options






3,759,550



Diluted EPS

$
2,510



59,988,613


$
0.04   Nine Months Ended September 30,WeightedAverageNet


Shares


Per ShareIncome (Loss)


Outstanding


Amount(In thousands)2007:Basic EPS

$
24,605



69,347,828


$
0.35Effects of dilutive securities:Exercise of stock options






926,151



Diluted EPS

$
24,605



70,273,979


$
0.352006:Basic EPS

$
(523
)


46,545,141


$
(0.01
)Effects of dilutive securities:Exercise of stock options










Diluted EPS

$
(523
)


46,545,141


$
(0.01
)     Note 8:
    Stock-Based
    Compensation and Payments   11




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US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
          Stock Incentive Plans:
      Restricted stock:
 12




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Weighted-Number of


AverageNonvested


Grant DateShares


Fair ValueOutstanding on December 31, 2006


239,452


$
14.00Granted


384,559


$
11.07Vested


(46,414
)

$
14.03Forfeited


(37,837
)

$
13.99Outstanding on September 30, 2007


539,760


$
11.91   Stock options:
    Weighted


WeightedAverage


Average


AggregateNumber of


Exercise


Remaining


IntrinsicStock


Price


Contractual


ValueOptions


per Share


Term (in Years)


(In thousands)Outstanding on December 31, 2006


2,505,750


$
6.42Granted






Exercised


(16,500
)


4.30Forfeited


(170,950
)


11.73Expired


(8,300
)


4.24Outstanding on September 30, 2007


2,310,000


$
6.05



8.34


$
6,782Exercisable at September 30, 2007


1,721,200


$
4.04



8.13


$
6,355      13




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
      Employee Stock Purchase Plan:
  Amendments to Stock Option
    Agreements:
   14




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Note 9:
    Acquisitions      Marion
    Acquisition:
        Value of common stock issued in exchange for shares in
    Millennium:11,292,168 shares at $10.57 per share

$
119,358Cash paid


11,564Total consideration

$
130,922Transaction costs


1,680Total purchase price

$
132,602      15




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US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  (in thousands)
  Cash and cash equivalents

$
20Current assets


314Property and equipment, net


166,071Intangible assets


3,254Total assets acquired


169,659Accounts payable


(3,286
)Accrued expenses


(22
)Long-term debt


(33,749
)Total liabilities assumed


(37,057
)Net assets acquired

$
132,602   (in
    thousands, except per share data):
  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2007Total revenues

$
150,045


$
436,666Net income


11,013



23,232Net income per share-basic


0.15



0.34Net income per share-diluted


0.15



0.33   Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2006Total revenues

$
33,657


$
93,398Net income


1,149



4,286Net income per share-basic


0.02



0.07Net income per share-diluted


0.02



0.07   Note 10:
    Condensed
    Segment Information   16




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  (in thousands)
  Three Months Ended September 30, 2007Production


All Other


TotalRevenues from external customers

$
147,406


$
2,639


$
150,045Intersegment revenues






430



430Segment income (loss) before taxes and minority interest


20,166



(3,765
)


16,401   Three Months Ended September 30, 2006Production


All Other


TotalRevenues from external customers

$
31,584


$
1,666


$
33,250Intersegment revenues






156



156Segment income (loss) before taxes and minority interest


7,062



(5,007
)


2,055   Nine Months Ended September 30, 2007Production


All Other


TotalRevenues from external customers

$
427,384


$
9,282


$
436,666Intersegment revenues






1,271



1,271Segment income (loss) before taxes and minority interest


41,477



(2,813
)


38,664Segment assets as of September 30, 2007


1,025,621



63,712



1,089,333   Nine Months Ended September 30, 2006Production


All Other


TotalRevenues from external customers

$
48,319


$
12,045


$
60,364Intersegment revenues






316



316Segment income (loss) before taxes and minority interest


11,044



(11,958
)


(914
)Segment assets as of December 31, 2006


537,395



196,395



733,790        17




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US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  Note 11:
    Commitments
    and Contingencies    Note 12:
    Goodwill
    and Intangible Assets    Note 13:  Subsequent
    Event
     18




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##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K
  GENERAL
  tm
    tm
    In OperationAlbert City

Ord

Platte Valley

Woodbury

TotalLocation

Albert City,
    Iowa

Ord,
    Nebraska

Central City,
    Nebraska

Lake Odessa,
    MichiganCommercial operation date

December
    2006

May
    2007

May
    2004(1)

September
    2006Current ethanol production capacity (mmgy)

110

50

100

50

310   19




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##### Table of Contents



Under ConstructionMarion

Hankinson

Dyersville

Janseville

TotalLocation

Marion,
    South Dakota

Hankinson,
    North Dakota

Dyersville,
    Iowa

Janesville,
    MinnesotaExpected ethanol production capacity (mmgy)

110

110

110

110

440Construction start date

Q3 2006

Q3 2006

Q4 2006

Q1 2007Estimated production start date

Q1 2008

Q2 2008

Q2 2008

Q3 2008     (1)
    
    Platte Valley began commercial operations of a 50 mmgy plant in
    May 2004. We acquired Platte Valley in April 2006 and expanded
    the plant to 100 mmgy in November 2006.        EXECUTIVE
    OVERVIEW
         20




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21




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##### Table of Contents



CONSOLIDATED
    RESULTS
    For the Three Months Ended September 30,2007


2006(Unaudited, dollars in thousands)Total revenues

$
150,045



100.0
%

$
33,250



100.0
%Total cost of goods sold


121,260



80.8



23,668



71.2Gross profit


28,785



19.2



9,582



28.8Selling, general and administrative expenses


10,846



7.3



7,233



21.7Loss on impairment of assets


2,471



1.6







Operating income


15,468



10.3



2,349



7.1Other income (expense):Interest expense


(1,425
)


(0.9
)


(928
)


(2.8
)Interest income


1,257



0.8



694



2.1Other income


7







16



Equity in net income (loss) of unconsolidated subsidiary


1,094



0.7



(76
)


(0.2
)Income before income taxes and minority interest


16,401



10.9



2,055



6.2Income tax expense


(5,330
)


(3.5
)






Minority interest in net loss of subsidiary


7







455



1.3Net income

$
11,078



7.4
%

$
2,510



7.5
%   For the Nine Months Ended September 30,2007


2006(Unaudited, dollars in thousands)Total revenues

$
436,666



100.0
%

$
60,364



100.0
%Total cost of goods sold


370,528



84.9



43,769



72.5Gross profit


66,138



15.1



16,595



27.5Selling, general and administrative expenses


28,612



6.6



17,725



29.4Loss on impairment of assets


2,471



0.5







Operating income (loss)


35,055



8.0



(1,130
)


(1.9
)Other income (expense):Interest expense


(8,238
)


(1.9
)


(1,370
)


(2.3
)Interest income


5,643



1.4



1,624



2.7Other income


4,022



0.9



38



0.1Equity in net income (loss) of unconsolidated subsidiary


2,182



0.5



(76
)


(0.1
)Income (loss) before income taxes and minority interest


38,664



8.9



(914
)


(1.5
)Income tax expense


(14,117
)


(3.3
)






Minority interest in net loss of subsidiary


58







391



0.6Net income (loss)

$
24,605



5.6
%

$
(523
)


(0.9
)%  22




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##### Table of Contents



Three Months EndedSeptember 30,2007


2006(Unaudited)Additional
    Data:(1)(8)Ethanol sold (gallons in thousands)


73,178



14,252Ethanol average price per
    gallon(2)(3)

$
1.76


$
1.90Distillers grains average sales per gallon of ethanol
    sold(4)

$
0.25


$
0.21$
2.01


$
2.11Corn costs per gallon of ethanol
    sold(5)

$
1.10


$
0.76Natural gas costs per gallon of ethanol
    sold(6)

$
0.13


$
0.24$
1.23


$
1.00$
0.78


$
1.11Corn costs per
    bushel(7)

$
3.15


$
1.99   Nine Months EndedSeptember 30,2007


2006(Unaudited)Additional
    Data:(1)(8)Ethanol sold (gallons in thousands)


199,972



21,536Ethanol average price per
    gallon(2)(3)

$
1.86


$
1.90Distillers grains average sales per gallon of ethanol
    sold(4)

$
0.25


$
0.22$
2.11


$
2.12Corn costs per gallon of ethanol
    sold(5)

$
1.25


$
0.79Natural gas costs per gallon of ethanol
    sold(6)

$
0.17


$
0.22$
1.42


$
1.01$
0.69


$
1.11Corn costs per
    bushel(7)

$
3.58


$
2.12     (1)
    
    The 2006 data represents the period beginning May 1, 2006
    through September 30, 2006, after our acquisition of the
    Platte Valley plant and approximately one month of operations at
    our Woodbury plant.(2)
    
    The 2007 data represents the gross sales dollars, net of freight
    and commissions, divided by the gallons of ethanol sold. Freight
    and commissions were $0.17 per gallon for both the three and
    nine months ended September 30, 2007, respectively.(3)
    
    The 2006 data represents the gross sales dollars, before netting
    freight and commissions, divided by the gallons of ethanol sold.
    (See net sales of ethanol in the three and nine month
    discussions below).(4)
    
    Represents the gross sales dollars, net of commissions, divided
    by the gallons of ethanol sold.(5)
    
    Represents the corn costs, including freight, commissions,
    hedging gains or losses and other related costs divided by the
    gallons of ethanol sold.(6)
    
    Represents natural gas costs, including hedging gains or losses,
    divided by the gallons of ethanol sold.(7)
    
    Represents corn costs, net of hedging gains of $0.43 and $0.05
    per bushel for the three and nine months ended
    September 30, 2007, respectively, and hedging gains of
    $0.17 and $0.03 per bushel for the three and nine months ended
    September 30, 2006, respectively.(8)
    
    Certain numbers related to the three and nine month production
    results of 2006 have been adjusted to conform to the method of
    calculation utilized in the three and nine month production
    results of 2007.  23




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##### Table of Contents



For the Three Months Ended September 30,2007


2006Average Price





Average PriceTons


per Ton


Tons


per TonDistillers Grains Sales DataDried distillers grains (DDG)


61,100


$
97.10



5,300


$
75.39Modified wet distillers grains (MWDG)


276,800


$
39.39



71,400


$
36.82Wet distillers grains (WDG)


7,800


$
26.94






$
   For the Nine Months Ended September 30,2007


2006Average Price





Average PriceTons


per Ton


Tons


per TonDistillers Grains Sales DataDried distillers grains (DDG)


201,800


$
99.87



5,300


$
75.39Modified wet distillers grains (MWDG)


692,600


$
42.58



115,600


$
37.22Wet distillers grains (WDG)


20,000


$
34.15






$
   Three
    Months Ended September 30, 2007 compared to Three Months
    Ended September 30, 2006
  Total Revenues.
         24




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##### Table of Contents



Cost of Goods Sold.
  For the Three Months Ended September 30,2007


2006Per Bushel


Per Gallon


Per Bushel


Per GallonCorn costs:No hedging impact

$
3.58


$
1.25


$
2.16


$
0.82Hedging (gains)


(0.43
)


(0.15
)


(0.17
)


(0.06
)With hedging impact

$
3.15


$
1.10


$
1.99


$
0.76Natural gas costs:


Per MMBTU



Per Gallon



Per MMBTU



Per GallonNo hedging impact

$
5.25


$
0.13


$
6.54


$
0.17Hedging losses










2.94



0.07With hedging impact

$
5.25


$
0.13


$
9.48


$
0.24          25




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##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Loss on Impairment of Assets.
  Interest Expense.
 26




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##### Table of Contents



Interest Income.
  Equity in Net Income (Loss) of Subsidiary.
  Income Before Income Taxes and Minority
    Interest.
  Income Taxes.
  Minority Interest in Net Loss of
    Subsidiary.
  Nine
    Months Ended September 30, 2007 compared to Nine Months
    Ended September 30, 2006
  Total Revenues.
     27




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##### Table of Contents



Cost of Goods Sold.
  For the Nine Months Ended September 30,2007


2006Per Bushel


Per Gallon


Per Bushel


Per GallonCorn costs:No hedging impact

$
3.63


$
1.27


$
2.15


$
0.80Hedging (gains)


(0.05
)


(0.02
)


(0.03
)


(0.01
)With hedging impact

$
3.58


$
1.25


$
2.12


$
0.79Natural gas costs:


Per MMBTU



Per Gallon



Per MMBTU



Per GallonNo hedging impact

$
6.59


$
0.17


$
6.63


$
0.16Hedging (gains) losses


(0.08
)






2.42



0.06With hedging impact

$
6.51


$
0.17


$
9.05


$
0.22      28




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##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Loss on Impairment of Assets.
 29




---



##### Table of Contents



Interest Expense.
  Interest Income.
  Other Income.
  Equity in Net Income (Loss) of Subsidiary.
  Income (Loss) Before Income Taxes and Minority
    Interest.
  Income Taxes.
  Minority Interest in Net Loss of
    Subsidiary.
 30




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Nine Months Ended September 30,2007


2006Net cash provided by (used in) operating activities

$
64,101


$
(3,429
)Net cash used in investing activities


(302,970
)


(171,848
)Net cash provided by financing activities


148,499



202,781Net (decrease) increase in cash and cash equivalents

$
(90,370
)

$
27,504   CASH
    FLOWS
  Cash Flows Provided by (Used in) Operating
    Activities.
  Cash Used in Investing Activities.
  Cash Provided by Financing Activities.
     31




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##### Table of Contents



PRODUCTION
    CAPACITY EXPANSION
  start-up
  Marion,


Hankinson,


Dyersville,


Janesville,South Dakota


North Dakota


Iowa


Minnesota


TotalEstimated Production Start Date


Q1



Q2



Q2



Q32008



2008



2008



2008Estimated Ethanol Production Capacity per year (mmgy)


110



110



110



110



440Total Estimated Construction Costs

$
144.0


$
146.0


$
163.0


$
146.5


$
599.5Estimated Remaining Construction Costs

$
38.5


$
49.4


$
79.6


$
97.6


$
265.1Amount to be Funded Under Existing Credit Facilities

$
38.5


$
49.4


$
79.6


$
82.8


$
250.3           CREDIT
    ARRANGEMENTS
  Albert
    City
        Ord
   32




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##### Table of Contents



Platte
    Valley
        Woodbury
        Dyersville
   33




---



##### Table of Contents



Hankinson
    Janesville
    Marion
     34




---



##### Table of Contents



Plants in Operation


Plants under ConstructionAlbert





PlatteCity


Ord


Valley


Woodbury


Dyersville


Hankinson


Janesville


Marion


Total(Dollars in thousands)Construction
    loans:(2)Senior secured facilities:Total capacity

$



$



$



$



$
105,100


$
95,100


$
90,300


$
97,300


$
387,800Letters of credit






















4,324







1,077



5,401Outstanding borrowings


















8,894



34,744







51,868



95,506Total available capacity


















96,206



56,032



90,300



44,355



286,893Term
    loans:(1)(3)Seasonal revolving loans:Total capacity


6,500



10,000



10,000



3,500















7,000



37,000Letters of credit


2,717







480



855



















4,052Outstanding borrowings


































Total available capacity


3,783



10,000



9,520



2,645















7,000



32,948Senior secured facilities:Total capacity


64,577



34,875



65,857



26,959



















192,268Outstanding borrowings


64,577



34,875



65,857



26,959



















192,268Total available capacity


































Revolving term loans:Total capacity


12,638



11,625



22,500



8,000



















54,763Outstanding borrowings


12,638



11,625



22,500



8,000



















54,763Total available capacity


































TotalTotal capacity


83,715



56,500



98,357



38,459



105,100



95,100



90,300



104,300



671,831Letters of credit


2,717







480



855







4,324







1,077



9,453Outstanding borrowings


77,215



46,500



88,357



34,959



8,894



34,744







51,868



342,537Total available capacity

$
3,783


$
10,000


$
9,520


$
2,645


$
96,206


$
56,032


$
90,300


$
51,355


$
319,841Economic development loans/revenue bonds

































$
4,526Total debt

































$
347,063(4
)     (1)
    
    The construction loans convert to term loans 120 days after
    substantial completion of each construction project. Ords
    construction loan converted in September 2007.(2)
    
    Each of the Dyersville, Hankinson and Janesville construction
    projects can secure up to $5.0 million in letters of
    credit. The Marion construction loan has up to $7.3 million
    reserved for letters of credit.(3)
    
    Albert City and Woodbury can secure up to $3.0 million in
    letters of credit against their seasonal revolving loans. Platte
    Valley and Ord each can secure up to $5.0 million in
    letters of credit against their seasonal revolving loans.(4)
    
    Represents the total debt as recorded on our balance sheet and
    is comprised of outstanding borrowings under all of our existing
    credit facilities of $342.5 million plus the outstanding
    balance on the economic development loans and revenue bonds of
    $4.5 million.     35




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##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
    CONTRACTUAL
    OBLIGATIONS
  Form 10-Q, Form 10-K,
    CRITICAL
    ACCOUNTING ESTIMATES
  Form 10-K.
    CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
    PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  Form 10-Q
  Form 10-Q,
  Form 10-Q. Form 10-Q.
 36




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##### Table of Contents



Form 10-K
  
    the volatility and uncertainty of commodity prices;
    changes in ethanol supply and demand;
    development of infrastructure related to the sale and
    distribution of ethanol;
    changes in current legislation or regulations that affect
    ethanol supply and demand or governmental subsidies;
    concerns about the efficiency of corn-based ethanol;
    our ability to compete effectively in the industry;
    our limited operating history and history of operating losses;
    our ability to successfully locate and integrate future
    acquisitions;
    our ability to implement our expansion strategy as planned or at
    all;
    the results of our hedging transactions;
    operational difficulties at our ethanol plants;
    the adverse effect of environmental, health and safety laws,
    regulations and liabilities, including potentially significant
    changes in environmental regulations;
    our less than 100% ownership of and control over certain assets
    used in our business;
    disruptions to infrastructure or in the supply of raw materials;
    the limited use of our historical financial information in
    evaluating our performances;
    the division of our managements time and energy among our
    different ethanol plants;
    competition for qualified personnel in the ethanol industry;
    our ability to keep pace with technological advances;
    our significant amount of debt and the restrictive covenants in
    our debt financing agreements;
    the material weakness and reportable conditions identified in
    our internal controls;
    we are subject to financial reporting and other requirements for
    which we may not be adequately prepared;
    our ability to continue to provide services to competing
    third-party producers;
    our status as a holding company; and
    certain of our shareholders could exert significant influence
    over us.  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       37




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##### Table of Contents



Form 10-Q
           38




---



##### Table of Contents



Nine Months Ended September 30, 2007Hypothetical





PercentageChange in


Change in


Change inUnits

Price


Gross Profit


Gross Profit(In millions)







(Dollars in millions)Corn


69.8


bushels


10
%

$
25.3



103
%Ethanol


200.0


gallons


10
%

$
37.2



150
%Distillers Grains


0.92


tons


10
%

$
5.0



21
%Natural Gas


5.1


MMBTU


10
%

$
3.3



13
%   ITEM 4.
    CONTROLS
    AND PROCEDURES  DISCLOSURE
    CONTROLS AND PROCEDURES
  Rules 13a-15(e) 15d-15(e)
  CHANGES
    IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
    Rules 13a-15(f) 15d-15(f)
  PART II.
    OTHER INFORMATION
  Item 1A.
    RISK
    FACTORS  RISKS
    RELATED TO OUR BUSINESS AND OPERATIONS
  Our
    business is highly dependent on commodity prices, which are
    subject to significant volatility and uncertainty, so our
    results could fluctuate significantly.
   39




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##### Table of Contents



The
    spread between ethanol and corn prices can vary significantly
    and during 2006 was at historically high levels.
    Our
    business is highly sensitive to corn prices, and we generally
    cannot pass on increases in corn prices to our
    customers.
    2009/2010
   40




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##### Table of Contents



The
    market for natural gas is subject to market conditions that
    create uncertainty in the price and availability of the natural
    gas that we utilize in the ethanol manufacturing
    process.
    Fluctuations
    in the selling price and production cost of gasoline may reduce
    our profit margins.
    The
    price of distillers grains is affected by the price of other
    commodity products, such as soybeans, and decreases in the price
    of these commodities could decrease the price of distillers
    grains.
    Our
    business is subject to seasonal fluctuations.
    As more
    ethanol plants are built, ethanol production will increase and,
    if demand does not sufficiently increase, the price of ethanol
    and distillers grains may decrease.
   41




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##### Table of Contents



Growth in
    the sale and distribution of ethanol is dependent on the changes
    in and expansion of related infrastructure which may not occur
    on a timely basis, or at all, and our operations could be
    adversely affected by infrastructure disruptions.
    
    additional rail capacity;
    additional storage facilities for ethanol;
    increases in truck fleets capable of transporting ethanol within
    localized markets;
    expansion of refining and blending facilities to handle ethanol;
    growth in service stations equipped to handle ethanol
    fuels; and
    growth in the fleet of flexible fuel vehicles capable of using
    E85 fuel.   42




---



##### Table of Contents



The use
    of and demand for ethanol and its supply are highly dependent on
    various federal and state legislation and regulation, and any
    changes in legislation or regulation could cause the demand for
    ethanol to decline or its supply to increase, which could have a
    material adverse effect on our business, results of operations
    and financial condition.
    The
    elimination or significant reduction in the federal ethanol tax
    incentive or the elimination or expiration of other federal or
    state incentive programs could have a material adverse effect on
    our business, results of operations and financial
    condition.
    The
    effect of the Renewable Fuels Standard, or RFS, in the Energy
    Policy Act of 2005, or Energy Act, on the ethanol industry is
    uncertain.
     43




---



##### Table of Contents



Tariffs
    effectively limit the importation of ethanol into the U.S., and
    their reduction or elimination could undermine the ethanol
    industry in the U.S.
      Waivers
    of the RFS minimum levels of renewable fuels included in
    gasoline could have a material adverse effect on our business,
    results of operations and financial condition.
    Various
    studies have criticized the efficiency of ethanol, in general,
    and corn-based ethanol in particular, which could lead to the
    reduction or repeal of incentives and tariffs that promote the
    use and domestic production of ethanol or otherwise negatively
    impact public perception and acceptance of ethanol as an
    alternative fuel.
    We face
    intense competition from competing ethanol and other fuel
    additive producers.
   44




---



##### Table of Contents



We have a
    limited operating history and a history of losses, and our
    business may not be as successful as it envisions.
      
    effectively manage our business and operations;
    recruit and retain key personnel;
    successfully maintain our low-cost structure as we expand the
    scale of our business;
    manage rapid growth in personnel and operations;
    develop new products that complement our existing
    business; and
    successfully address the other risks described throughout this
    report on
    Form 10-Q.   45




---



##### Table of Contents



Potential
    future acquisitions could be difficult to find and integrate,
    divert the attention of key personnel, disrupt our business,
    dilute shareholder value and adversely affect our financial
    results.
      
    difficulties in integrating the operations, technologies,
    products, existing contracts, accounting processes and workforce
    of the target and realizing the anticipated synergies of the
    combined businesses;
    difficulties in supporting and transitioning customers, if any,
    of the target company or assets;
    diversion of financial and management resources from existing
    operations;
    the price we pay or other resources that we devote may exceed
    the value we realize, or the value we could have realized if we
    had allocated the purchase price or other resources to another
    opportunity;
    risks of entering new markets or areas in which we have limited
    or no experience or are outside our core competencies;
    potential loss of key employees, customers and strategic
    alliances from either our current business or the business of
    the target;
    assumption of unanticipated problems or latent liabilities, such
    as problems with the quality of the products of the
    target; and
    inability to generate sufficient revenue to offset acquisition
    costs.      We may
    not be able to implement our expansion strategy as planned or at
    all.
     46




---



##### Table of Contents



47




---



##### Table of Contents



We engage
    in hedging transactions which involve risks that can harm our
    business.
    Operational
    difficulties at our plants could negatively impact our sales
    volumes and could cause us to incur substantial
    losses.
      We may be
    adversely affected by environmental, health and safety laws,
    regulations and liabilities.
  and/or
   48




---



##### Table of Contents



and/or and/or
      We do not
    own or control some of the assets we depend on to operate our
    business.
   49




---



##### Table of Contents



Disruptions
    to infrastructure, or in the supply of fuel, natural gas or
    water, could materially and adversely affect our
    business.
        Our
    historical financial information is not comparable to our
    current financial condition and results of operations.
     50




---



##### Table of Contents



Our
    managements time and attention will be divided among our
    ethanol plants, and our ethanol plants will be part of one
    common management strategy.
    Competition
    for qualified personnel in the ethanol industry is intense and
    we may not be able to hire and retain qualified personnel to
    operate our ethanol plants.
    Technological
    advances could significantly decrease the cost of producing
    ethanol or result in the production of higher-quality ethanol,
    and if we are unable to adopt or incorporate technological
    advances into our operations, our proposed ethanol plants could
    become uncompetitive or obsolete.
     51




---



##### Table of Contents



We have a
    significant amount of debt, and our existing debt financing
    agreements contain, and our future debt financing agreements may
    contain, restrictive covenants that limit distributions and
    impose restrictions on the operation of our business. Our debt
    level or our failure, or the failure of any of our subsidiaries,
    to comply with applicable debt financing covenants and
    agreements could have a material adverse effect on our business,
    results of operations and financial condition.
      
    limiting our ability to obtain additional debt or equity
    financing;
    making us vulnerable to increases in prevailing interest rates;
    placing us at a competitive disadvantage because we may be
    substantially more leveraged than some of our competitors;
    subjecting all or substantially all of our assets to liens,
    which means that there may be no assets left for shareholders in
    the event of a liquidation;
    limiting our ability to adjust to changing market conditions,
    which could make us more vulnerable to a downturn in the general
    economic conditions of our business; and
    limiting our ability to make business and operational decisions
    regarding our business and our subsidiaries, including, among
    other things, limiting our ability to pay dividends to our
    shareholders, make capital improvements, sell or purchase assets
    or engage in transactions we deem to be appropriate and in our
    best interest.   52




---



##### Table of Contents



Our
    management and auditors have identified material weaknesses in
    the design and operation of our internal controls that, if not
    properly remediated, could result in material misstatements in
    our financial statements in future periods.
      Form 10-Q
           53




---



##### Table of Contents



As a
    result of our IPO in December 2006, we are subject to financial
    reporting and other requirements for which our accounting,
    internal audit and other management systems and resources may
    not be adequately prepared.
    As we
    expand our ethanol production business, we may become limited in
    our ability to provide services to third-party ethanol
    producers.
    We are a
    holding company, and there are limitations on our ability to
    receive distributions from our subsidiaries.
    Certain
    of our shareholders exert significant influence over us. Their
    interests may not coincide with ours or the interests of our
    shareholders, and they may make decisions with which we or our
    shareholders may disagree.
     54




---



##### Table of Contents



Item 2:
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  (b)
    Use of
    Proceeds from IPO  Form S-1 333-136279 333-139364)
    Repayment of subordinated credit facilities

$
6.8Construction of facilities


142.9
(1)Temporary investments


     (1)
    
    Proceeds were used to fund construction costs at our Hankinson,
    Janesville and Dyersville plants. Of this amount,
    $112.4 million was paid to Fagen Inc., an entity controlled
    by Roland Fagen, one of our largest shareholders.  Item 6:
    Exhibits  Exhibit No.

Description10
.1

Lease Agreement, dated July 10, 2007, between CHS, Inc. and
    US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.1 to US BioEnergys
    Form 8-K,
    filed with the SEC on July 10, 2007, File
    No. 001-33203)10
.2

Amendment No. 1 to Fourth Supplement to the Master Loan
    Agreement (Term Revolving Loan) dated October 19, 2007 by and
    between US Bio Woodbury, LLC and AgStar Financial Services, PCA.10
.3

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Ord, LLC and AgStar Financial Services,
    PCA.10
.4

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Hankinson, LLC and AgStar Financial
    Services, PCA.10
.5

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Janesville, LLC and AgStar Financial
    Services, PCA.10
.6

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Dyersville, LLC and AgStar Financial
    Services, PCA.10
.7

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Platte Valley, LLC and AgStar Financial
    Services, PCA.10
.8

Amendment No. 2 To the Credit Agreement dated November 1, 2007
    by and between US Bio Dyersville, LLC and AgStar Financial
    Services, PCA.10
.9

Amendment No. 2 To the Amended and Restated Master Loan
    Agreement dated November 1, 2007 by and between US Bio Albert
    City, LLC and AgStar Financial Services, PCA.10
.10

Amendment No. 1 To the Amended and Restated Master Loan
    Agreement dated as of October 19, 2007 by and between US Bio
    Albert City, LLC and AgStar Financial Services, PCA.10
.11

Amendment No. 1 to Second Supplement to the Master Loan
    Agreement (Revolving Loan) dated as of October 19, 2007 by and
    between US Bio Albert City, LLC and AgStar Financial Services,
    PCA.10
.12

Amendment No. 1 to Third Supplement to the Master Loan Agreement
    (Term Loan) dated as of October 19, 2007 by and between US Bio
    Albert City, LLC and AgStar Financial Services, PCA.10
.13

Allonge (Term Note) dated as of October 19, 2007 to the Term
    Note dated February 26, 2007, executed by US Bio Albert City,
    LLC. 55




---



##### Table of Contents



Exhibit No.

Description10
.14

Amendment No. 1 to Fourth Supplement to the Master Loan
    Agreement  (Term Revolving Loan) dated as of October 19, 2007 by
    and between US Bio Albert City, LLC and AgStar Financial
    Services, PCA.10
.15

Allonge dated as of October 19, 2007 to the Term Revolving Note
    dated February 26, 2007 executed by US Bio Albert City, LLC.10
.16

Amendment No. 2 to Amended and Restated Second Supplement
    to the Master Loan Agreement (Revolving Loan) dated
    November 1, 2007, by and between US Bio Woodbury, LLC and
    AgStar Financial Services, PCA.10
.17

Allonge to Amended and Restated Revolving Note dated
    November 1, 2007, executed by US Bio Woodbury, LLC.10
.18

Amendment No. 2 to Master Loan Agreement dated October 19, 2007,
    by and between US Bio Woodbury, LLC and AgStar Financial
    Services, PCA.10
.19

Amendment No. 1 to Amended and Restated Second Supplement to the
    Master Loan Agreement (Revolving Loan) dated October 19, 2007 by
    and between US Bio Woodbury, LLC and AgStar Financial Services,
    PCA.10
.20

Amendment No. 1 to Third Supplement to the Master Loan Agreement
    (Term Loan) dated October 19, 2007 by and between US Bio
    Woodbury, LLC and AgStar Financial Services, PCA.10
.21

Allonge (Term Note) dated October 19, 2007 to the Term Note
    dated November 1, 2006, executed by US Bio Woodbury, LLC10
.22

Allonge (Term Revolving Note) dated October 19, 2007 to the Term
    Revolving Note dated November 1, 2006, executed by US Bio
    Woodbury, LLC.10
.23

Change in Control Agreement dated as of September 28, 2007
    between US BioEnergy Corporation and Gordon W. Ommen.10
.24

Change in Control Agreement dated as of September 28, 2007
    between US BioEnergy Corporation and each of Richard Atkinson,
    Gregory S. Schlicht, Chad Hatch and Kim Regenhard.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  56




---



##### Table of Contents



SIGNATURES
    US BIOENERGY CORPORATIONDate: November 13, 2007

By: /s/  Gordon
    W. OmmenGordon
    W. OmmenChief Executive Officer and President
    (Principal Executive Officer)Date: November 13, 2007

By: /s/  Richard
    K. AtkinsonRichard
    K. Atkinson Senior Vice President and 
    Chief Financial Officer
    (Principal Financial Officer)  57




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##### Table of Contents



Exhibit Index
  Exhibit No.

Description10
.1

Lease Agreement, dated July 10, 2007, between CHS, Inc. and
    US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.1 to US BioEnergys
    Form 8-K,
    filed with the SEC on July 10, 2007, File
    No. 001-33203)10
.2

Amendment No. 1 to Fourth Supplement to the Master Loan
    Agreement (Term Revolving Loan) dated October 19, 2007 by and
    between US Bio Woodbury, LLC and AgStar Financial Services, PCA.10
.3

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Ord, LLC and AgStar Financial Services,
    PCA.10
.4

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Hankinson, LLC and AgStar Financial
    Services, PCA.10
.5

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Janesville, LLC and AgStar Financial
    Services, PCA.10
.6

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Dyersville, LLC and AgStar Financial
    Services, PCA.10
.7

Amendment No. 1 To the Credit Agreement dated October 19, 2007
    by and between US Bio Platte Valley, LLC and AgStar Financial
    Services, PCA.10
.8

Amendment No. 2 To the Credit Agreement dated November 1, 2007
    by and between US Bio Dyersville, LLC and AgStar Financial
    Services, PCA.10
.9

Amendment No. 2 To the Amended and Restated Master Loan
    Agreement dated November 1, 2007 by and between US Bio Albert
    City, LLC and AgStar Financial Services, PCA.10
.10

Amendment No. 1 To the Amended and Restated Master Loan
    Agreement dated as of October 19, 2007 by and between US Bio
    Albert City, LLC and AgStar Financial Services, PCA.10
.11

Amendment No. 1 to Second Supplement to the Master Loan
    Agreement (Revolving Loan) dated as of October 19, 2007 by and
    between US Bio Albert City, LLC and AgStar Financial Services,
    PCA.10
.12

Amendment No. 1 to Third Supplement to the Master Loan Agreement
    (Term Loan) dated as of October 19, 2007 by and between US Bio
    Albert City, LLC and AgStar Financial Services, PCA.10
.13

Allonge (Term Note) dated as of October 19, 2007 to the Term
    Note dated February 26, 2007, executed by US Bio Albert City,
    LLC.10
.14

Amendment No. 1 to Fourth Supplement to the Master Loan
    Agreement  (Term Revolving Loan) dated as of October 19, 2007 by
    and between US Bio Albert City, LLC and AgStar Financial
    Services, PCA.10
.15

Allonge dated as of October 19, 2007 to the Term Revolving Note
    dated February 26, 2007 executed by US Bio Albert City, LLC.10
.16

Amendment No. 2 to Amended and Restated Second Supplement
    to the Master Loan Agreement (Revolving Loan) dated
    November 1, 2007, by and between US Bio Woodbury, LLC and
    AgStar Financial Services, PCA.10
.17

Allonge to Amended and Restated Revolving Note dated
    November 1, 2007, executed by US Bio Woodbury, LLC.10
.18

Amendment No. 2 to Master Loan Agreement dated October 19, 2007,
    by and between US Bio Woodbury, LLC and AgStar Financial
    Services, PCA.10
.19

Amendment No. 1 to Amended and Restated Second Supplement to the
    Master Loan Agreement (Revolving Loan) dated October 19, 2007 by
    and between US Bio Woodbury, LLC and AgStar Financial Services,
    PCA.10
.20

Amendment No. 1 to Third Supplement to the Master Loan Agreement
    (Term Loan) dated October 19, 2007 by and between US Bio
    Woodbury, LLC and AgStar Financial Services, PCA.10
.21

Allonge (Term Note) dated October 19, 2007 to the Term Note
    dated November 1, 2006, executed by US Bio Woodbury, LLC10
.22

Allonge (Term Revolving Note) dated October 19, 2007 to the Term
    Revolving Note dated November 1, 2006, executed by US Bio
    Woodbury, LLC. 58




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##### Table of Contents



Exhibit No.

Description10
.23

Change in Control Agreement dated as of September 28, 2007
    between US BioEnergy Corporation and Gordon W. Ommen.10
.24

Change in Control Agreement dated as of September 28, 2007
    between US BioEnergy Corporation and each of Richard Atkinson,
    Gregory S. Schlicht, Chad Hatch and Kim Regenhard.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  59