##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    June 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
  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


17Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


34Item 4.


Controls and
    Procedures


36PART II.
    OTHER INFORMATIONItem 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


36Item 4.


Submission of
    Matters to a Vote of Security Holders


37Item 5.


Other
    Information


37Item 6.


Exhibits


39SIGNATURES


40CertificationsCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Executive Officer Pursuant to Section 906Certification of Chief Financial Officer 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)
  June 30,


December 31,2007


2006(Unaudited)ASSETSCurrent AssetsCash and cash equivalents

$
136,404


$
170,099Receivables


58,859



40,958Inventories


28,070



28,420Derivative financial instruments






7,144Prepaid expenses


3,069



3,572Deferred income taxes


1,132



Total current assets


227,534



250,193Other AssetsDeposits


10,125



4,307Investment in equity of
    unconsolidated subsidiary


2,597



1,509Goodwill


65,823



65,489Intangible assets


3,676



3,174Other assets


52



30482,273



74,783Property and equipment, net


555,467



408,814Total assets

$
865,274


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

$
15,501


$
8,131Checks written on controlled
    disbursement accounts






13,270Notes payable


500



1,815Accounts payable


38,722



47,163Accrued expenses


15,851



4,938Deferred income tax liability






2,913Derivative financial instruments


4,206



Other current liabilities


611



3,955Total current
    liabilities


75,391



82,185Long-term debt


245,545



140,128Deferred income taxes


40,071



27,099Long-term income taxes payable


662



Minority interest in subsidiary


3,949



Other long-term liabilities


222



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






Common stock, $0.01 par value,
    authorized 75,000,000 shares; 67,963,495 and
    67,968,885 shares issued and outstanding as of
    June 30, 2007 and December 31, 2006, respectively


680



679Additional paid-in capital


468,880



467,552Retained earnings


29,874



16,147499,434



484,378Total liabilities and
    shareholders equity

$
865,274


$
733,790    3




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##### Table of Contents



US
    BioEnergy Corporation
  Condensed Consolidated Statements of Operations
  Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(Unaudited)Revenues:Product sales

$
149,133


$
17,372


$
279,181


$
21,317Services and commissions


2,696



2,456



4,865



4,530Other revenues


2,575



1,267



2,575



1,267Total revenues


154,404



21,095



286,621



27,114Cost of goods sold:Cost of product sales


134,241



13,273



247,390



17,143Cost of services and commissions


952



1,433



1,878



2,958Total cost of goods
    sold


135,193



14,706



249,268



20,101Gross profit


19,211



6,389



37,353



7,013Selling, general and
    administrative expenses


10,198



8,310



17,766



10,492Operating income
    (loss)


9,013



(1,921
)


19,587



(3,479
)Other income (expense):Interest expense


(2,404
)


(394
)


(6,813
)


(442
)Interest income


2,093



716



4,386



930Other income


3,992



8



4,015



22Equity in net income of
    unconsolidated subsidiary (Note 5)


805







1,088



4,486



330



2,676



510Income (loss) before income
    taxes and minority interest


13,499



(1,591
)


22,263



(2,969
)Federal and state income tax
    expense


(5,258
)






(8,787
)


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


44



(64
)


51



(64
)Net income (loss)

$
8,285


$
(1,655
)

$
13,527


$
(3,033
)Income (loss) per common share:Basic

$
0.12


$
(0.03
)

$
0.20


$
(0.07
)Diluted


0.12



(0.03
)


0.20



(0.07
)Weighted average shares
    outstanding:Basic


67,982



52,149



67,978



41,483Diluted


68,940



52,149



68,925



41,483    4




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##### Table of Contents



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


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

$
13,527


$
(3,033
)Adjustments to reconcile net
    income (loss) to net cash provided by operating activities:Depreciation


10,723



776Amortization


1,093



526Minority interest in net (loss)
    income of subsidiary


(51
)


64Stock-based compensation expense


1,384



23Deferred income taxes


8,927



(656
)Change in derivative financial
    instruments


11,601



175Equity in net income of
    unconsolidated subsidiary


(1,088
)


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


(17,701
)


1,517Inventories


350



(2,563
)Prepaid expenses


451



109Accounts payable


7,629



344Accrued expenses and other
    liabilities


8,453



5,256Net cash provided by operating
    activities


45,298



2,538Cash Flows from Investing
    ActivitiesPurchases of property and equipment


(169,780
)


(94,446
)Acquisition of US Bio Platte
    Valley and US Bio Ord, net of cash received






(20,708
)Proceeds received on sale of
    50 percent interest in Provista






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






(773
)Deposits made


(5,818
)


Other






148Net cash used in investing
    activities


(175,598
)


(113,379
)Cash Flows from Financing
    ActivitiesProceeds from long-term debt


150,854



(1,246
)Payments on long-term debt


(38,067
)


(210
)Decrease (increase) in checks
    written on controlled disbursement account


(13,270
)


2,856Debt issuance costs paid


(1,542
)


(864
)Net change in notes payable


(1,315
)


Proceeds from the issuance of
    common stock


(55
)


94,394Deferred offering costs paid






(812
)Net cash provided by financing
    activities


96,605



94,118Net decrease in cash and cash
    equivalents


(33,695
)


(16,723
)Cash and Cash EquivalentsBeginning of period


170,099



40,450End of period

$
136,404


$
23,727    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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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Note 2:
    Income
    Taxes              Note 3:
    Inventories  (in thousands)
  June 30,


December 31,2007


2006Ethanol


5,075



4,752Distillers grains


4,468



3,496Corn


10,003



13,923Chemicals


987



650Supplies


3,127



2,095Work-in-process


4,410



3,504Inventories

$
28,070


$
28,420  7




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  Note 4:
    Property
    and Equipment  (in
    thousands)
  June 30,


December 31,2007


2006Land and land improvements


41,578



28,710Buildings


92,530



74,080Leasehold improvements


205



157Machinery and equipment


268,863



224,232Office furniture and equipment


2,952



2,359Construction in progress


166,376



85,764Property and equipment


572,504



415,302Less: accumulated depreciation


17,037



6,488Property and equipment, net

$
555,467


$
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                Note 7:
    Earnings
    Per Common Share  1-for-4
 9




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##### Table of Contents



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


Shares


Per ShareIncome (Loss)


Outstanding


Amount(In thousands)2007:Basic EPS

$
8,285



67,981,799


$
0.12Effects of dilutive securities:Exercise of stock options






958,165



Diluted EPS

$
8,285



68,939,964


$
0.122006:Basic EPS

$
(1,655
)


52,148,915


$
(0.03
)Effects of dilutive securities:Exercise of stock options










Diluted EPS

$
(1,655
)


52,148,915


$
(0.03
)   Six Months Ended June 30,WeightedAverageNet


Shares


Per ShareIncome (Loss)


Outstanding


Amount(In thousands)2007:Basic EPS

$
13,527



67,978,020


$
0.20Effects of dilutive securities:Exercise of stock options






947,274



Diluted EPS

$
13,527



68,925,294


$
0.202006:Basic EPS

$
(3,033
)


41,482,659


$
(0.07
)Effects of dilutive securities:Exercise of stock options










Diluted EPS

$
(3,033
)


41,482,659


$
(0.07
)    10




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  Note 8:
    Stock-Based
    Compensation and Payments          Stock Incentive Plans:
      Restricted stock:
 11




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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


38,768


$
14.02Vested


(37,579
)

$
14.00Forfeited


(27,303
)

$
14.00Outstanding on June 30, 2007


213,338


$
14.00   Stock options:
    Weighted


WeightedAverage


AverageNumber of


Exercise


Remaining


AggregateStock


Price


Contractual


IntrinsicOptions


per Share


Term (in Years)


Value(In thousands)Outstanding on December 31,
    2006


2,505,750


$
6.42Granted






Exercised


(10,750
)


4.47Forfeited


(117,700
)


11.81Expired


(8,050
)


4.00Outstanding on June 30, 2007


2,369,250


$
6.17



8.59


$
13,592Exercisable at June 30, 2007


1,726,450


$
4.04



8.36


$
12,645      12




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##### Table of Contents



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


Six Months Ended June 30,2007*


2006


2007*


2006Expected term (in years)


N/A



6.5



N/A



6.5Risk free interest rate


N/A



4.96
%


N/A



4.91
%Expected volatility


N/A



72.0
%


N/A



70.6
%Expected dividend yield


N/A



0
%


N/A



0
%     *
    
    There were no options granted in 2007.    Employee Stock Purchase Plan:
  Amendments to Stock Option
    Agreements:
 13




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Note 9:
    Acquisitions      (in thousands, except per share data)
  Three Months


Six MonthsEnded


EndedJune 30, 2006


June 30, 2006Revenues

$
29,907


$
59,741Net income


729



3,080Basic earnings per common share


0.01



0.06Diluted earnings per common share


0.01



0.06   Pending
    Acquisition:
   14




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
  Form 8-K
  Note 10:
    Condensed
    Segment Information  (in thousands)
  Three Months Ended June 30, 2007Production


All Other


TotalRevenues from external customers

$
150,991


$
3,413


$
154,404Intersegment revenues






50



50Segment income before taxes and
    minority interest


11,757



1,742



13,499   Three Months Ended June 30, 2006Production


All Other


TotalRevenues from external customers

$
16,735


$
4,360


$
21,095Segment income (loss) before taxes
    and minority interest


4,247



(5,838
)


(1,591
)   Six Months Ended June 30, 2007Production


All Other


TotalRevenues from external customers

$
279,978


$
6,643


$
286,621Intersegment revenues






199



199Segment income before taxes and
    minority interest


21,311



952



22,263Segment assets as of June 30,
    2007


730,140



135,134



865,274   Six Months Ended June 30, 2006Production


All Other


TotalRevenues from external customers

$
16,735


$
10,379


$
27,114Segment income (loss) before taxes
    and minority interest


3,982



(6,951
)


(2,969
)Segment assets as of
    December 31, 2006


537,395



196,395



733,790    15




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##### Table of Contents



US
    BioEnergy Corporation
  Notes to
    Condensed Consolidated Financial Statements
    (unaudited)  (Continued)
    Note 11:
    Commitments
    and Contingencies   16




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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
          Form 8-K
       17




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##### Table of Contents



EXECUTIVE
    OVERVIEW
         18




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##### Table of Contents



19




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##### Table of Contents



CONSOLIDATED
    RESULTS
    For the Three Months Ended June 30,2007


2006(Unaudited, dollars in thousands)Total revenues

$
154,404



100.0
%

$
21,095



100.0
%Total cost of goods sold


135,193



87.6



14,706



69.7Gross profit


19,211



12.4



6,389



30.3Selling, general and
    administrative expenses


10,198



6.6



8,310



39.4Operating income (loss)


9,013



5.8



(1,921
)


(9.1
)Other income (expense):Interest expense


(2,404
)


(1.6
)


(394
)


(1.9
)Interest income


2,093



1.4



716



3.5Other income


3,992



2.6



8



Equity in net income of
    unconsolidated subsidiary


805



0.5







13,499



8.7



(1,591
)


(7.5
)Income tax expense


(5,258
)


(3.3
)






Minority interest in net loss
    (income) of subsidiary


44







(64
)


(0.3
)Net income (loss)

$
8,285



5.4
%

$
(1,655
)


(7.8
)%   For the Six Months Ended June 30,2007


2006(Unaudited, dollars in thousands)Total revenues

$
286,621



100.0
%

$
27,114



100.0
%Total cost of goods sold


249,268



87.0



20,101



74.1Gross profit


37,353



13.0



7,013



25.9Selling, general and
    administrative expenses


17,766



6.2



10,492



38.7Operating income (loss)


19,587



6.8



(3,479
)


(12.8
)Other income (expense):Interest expense


(6,813
)


(2.4
)


(442
)


(1.6
)Interest income


4,386



1.5



930



3.4Other income


4,015



1.5



22



Equity in net income of
    unconsolidated subsidiary


1,088



0.4







22,263



7.8



(2,969
)


(11.0
)Income tax expense


(8,787
)


(3.1
)






Minority interest in net loss
    (income) of subsidiary


51







(64
)


(0.2
)Net income (loss)

$
13,527



4.7
%

$
(3,033
)


(11.2
)%  20




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##### Table of Contents



Three Months EndedJune 30,2007


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


67,068



7,284Ethanol average price per
    gallon(2)(3)

$
1.91


$
1.89Distillers grains average sales
    per gallon of ethanol
    sold(4)

$
0.26


$
0.23$
2.17


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

$
1.41


$
0.85Natural gas costs per gallon of
    ethanol
    sold(6)

$
0.18


$
0.19$
1.59


$
1.04$
0.58


$
1.08Corn costs per
    bushel(7)

$
3.97


$
2.38   Six Months EndedJune 30,2007


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


126,794



7,284Ethanol average price per
    gallon(2)(3)

$
1.91


$
1.89Distillers grains average sales
    per gallon of ethanol
    sold(4)

$
0.26


$
0.23$
2.17


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

$
1.33


$
0.85Natural gas costs per gallon of
    ethanol
    sold(6)

$
0.18


$
0.19$
1.51


$
1.04$
0.66


$
1.08Corn costs per
    bushel(7)

$
3.82


$
2.23     (1)
    
    The 2006 data represents the period beginning May 1, 2006
    through June 30, 2006, after the acquisition of Platte
    Valley. At that time our Platte Valley facility was our only
    plant in operation.(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 $0.18 and $0.17 per gallon for the three
    and six months ended June 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 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 losses of $0.18 and $0.16
    per bushel for the three and six months ended June 30,
    2007, respectively, and $0.11 per bushel for both the three and
    six months ended June 30, 2006, respectively.  21




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##### Table of Contents



For the Three Months Ended June 30,2007


2006Average Price





Average PriceTons


per Ton


Tons


per TonDistillers Grains Sales
    DataDry distillers grains (DDG)


68,600


$
101.98






$
Modified wet distillers grains
    (MWDG)


228,000


$
45.84



44,200


$
37.88Wet distillers grains (WDG)


5,700


$
41.99






$
   For the Six Months Ended June 30,2007


2006Average Price





Average PriceTons


per Ton


Tons


per TonDistillers Grains Sales
    DataDry distillers grains (DDG)


140,700


$
101.06






$
Modified wet distillers grains
    (MWDG)


415,800


$
44.70



44,200


$
37.88Wet distillers grains (WDG)


12,200


$
38.71






$
   Three
    Months Ended June 30, 2007 compared to Three Months Ended
    June 30, 2006
  Total Revenues.
         22




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##### Table of Contents



Cost of Goods Sold.
           23




---



##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Interest Expense.
  Interest Income.
  Other Income.
  Equity in Net Income of Subsidiary.
  Income (Loss) Before Income Taxes and Minority
    Interest.
 24




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##### Table of Contents



Income Taxes.
  Minority Interest in Net Loss (Income) of
    Subsidiary.
  Six
    Months Ended June 30, 2007 compared to Six Months Ended
    June 30, 2006
  Total Revenues.
         25




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##### Table of Contents



Cost of Goods Sold.
           26




---



##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Interest Expense.
  Interest Income.
  Other Income.
  Equity in Net Income of Subsidiary.
  Income (Loss) Before Income Taxes and Minority
    Interest.
 27




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##### Table of Contents



Income Taxes.
  Minority Interest in Net Loss (Income) of
    Subsidiary.
  LIQUIDITY
    AND CAPITAL RESOURCES
  CASH
    FLOW
  Cash Flows Provided by Operating
    Activities.
  Cash Used in Investing Activities.
  Cash Provided by Financing Activities.
     28




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##### Table of Contents



PRODUCTION
    CAPACITY EXPANSION
  start-up
  Hankinson,


Dyersville,


Janesville,North Dakota


Iowa


Minnesota


TotalEstimated Production Start Date


Q2



Q2



Q32008



2008



2008Nameplate Ethanol Production
    Capacity per year (mmgy)


100



100



100



300Total Estimated Construction Costs

$
146.1


$
163.0


$
138.0


$
447.1Estimated Remaining Construction
    Costs

$
78.8


$
110.1


$
122.7


$
311.6Amount to be Funded Under Existing
    Credit Facilities

$
78.8


$
97.8


$
82.8


$
259.4           CREDIT
    ARRANGEMENTS
  Albert
    City
       29




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##### Table of Contents



Ord
    Platte
    Valley
        Woodbury
     30




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##### Table of Contents



Hankinson
    Dyersville
    Janesville
   31




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##### Table of Contents



Albert





PlatteCity


Ord


Valley


Woodbury


Hankinson


Dyersville


Janesville


Total(Dollars in thousands)Construction
    loans:(1)(2)Senior secured
    facilities:Total capacity

$



$
46,500


$



$



$
95,100


$
105,100


$
90,300


$
337,000Letters of credit






180











4,324



1,375



400



6,279Outstanding borrowings






46,320











3,617











49,937Total available capacity


















87,159



103,725



89,900



280,784Term
    loans:(3)Seasonal revolving
    loans:Total capacity


6,500







10,000



3,500















20,000Letters of credit


2,717







480



















3,197Outstanding borrowings














500















500Total available capacity


3,783







9,520



3,000















16,303Senior secured
    facilities:Total capacity


65,397







67,500



27,313















160,210Outstanding borrowings


65,397







67,500



27,313















160,210Total available capacity






























Revolving term loans:Total capacity


17,000







22,500



8,000















47,500Outstanding borrowings


17,000







22,500



8,000















47,500Total available capacity






























TotalTotal capacity


88,897



46,500



100,000



38,813



95,100



105,100



90,300



564,710Letters of credit


2,717



180



480







4,324



1,375



400



9,476Outstanding borrowings


82,397



46,320



90,000



35,813



3,617











258,147Total available capacity

$
3,783


$



$
9,520


$
3,000


$
87,159


$
103,725


$
89,900


$
297,087Community redevelopment revenue
    bonds





























$
3,399Total debt





























$
261,546
(4)     (1)
    
    The construction loans convert to term loans 120 days after
    substantial completion of each construction project. Ord is
    scheduled to convert September 2007.(2)
    
    Each construction project can secure up to $5.0 million in
    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 can secure up to $5.0 million in letters of credit
    against the seasonal revolving loan.(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 $258.1 million plus the outstanding
    balance on Platte Valleys community redevelopment revenues
    bonds of $3.4 million. 32




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##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
    CONTRACTUAL
    OBLIGATIONS
  Form 10-K,
    CRITICAL
    ACCOUNTING POLICIES
  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.
 33




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##### Table of Contents



Form 10-Q.
  Form 10-K
  
    our ability to implement our expansion strategy as planned or at
    all;
    the volatility and uncertainty of commodity prices;
    changes in current legislation or regulations that affect
    ethanol supply and demand or governmental subsidies;
    changes in ethanol supply and demand;
    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, including the pending acquisition of Millennium
    Ethanol, LLC;
    development of infrastructure related to the sale and
    distribution of ethanol;
    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;
    our ability to provide services to competing third-party
    producers;
    disruptions to infrastructure or in the supply of raw materials;
    the limited use of our historical financial information in
    evaluating our performance;
    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;
    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 status as a holding company;
    certain of our shareholders could exert significant influence
    over us; and
    the market price of our common stock may be volatile.  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     34




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##### Table of Contents



Form 10-Q
           35




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##### Table of Contents



Six Months Ended June 30, 2007Hypothetical


Change in


PercentageChange in


Quarterly


Change inUnits

Price


Gross Profit


Gross Profit(In millions)







(Dollars in millions)Corn


44.3


bushels


10
%

$
16.9



50
%Ethanol


126.8


gallons


10
%

$
24.2



70
%Distillers Grains


0.57


tons


10
%

$
3.3



10
%Natural Gas


3.3


MMBTU


10
%

$
2.4



7
%   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 2:
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  (b)
    Use of
    Proceeds from IPO  Form S-1 333-136279 333-139364)
 36




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##### Table of Contents



Repayment of subordinated credit
    facilities

$
6.8Construction of facilities


139.6
(1)Temporary investments


3.3     (1)
    
    Proceeds were used to fund construction costs at our Hankinson,
    Janesville and Dyersville facilities. Of this amount,
    $112.4 million was paid to Fagen Inc., an entity controlled
    by Roland Fagen, one of our largest shareholders.  (c)
    Repurchases
    made in the fiscal quarter ended June 30, 2007 (in whole
    number of shares)  (d)MaximumNumber (or(c)


ApproximateTotal Number of


Dollar Value) ofShares (or Units)


Shares (or Units)(a)


(b)


Purchased as Part


that May Yet BeTotal Number


Average


of Publicly


Purchased Underof Shares (or


Price Paid per


Announced Plans or


the Plans orPeriod

Units) Purchased


Share (or Unit)


Programs


ProgramsApril 2007


3,762


$
15.06







June 2007


1,429
(1)

$
10.96







Total


5,191


$
13.78







     (1)
    
    The shares repurchased during April and June 2007 were acquired
    from employees in connection with the settlement of income tax
    and related benefit withholding obligations arising from the
    vesting of restricted stock grants.  Item 4:
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    Votes For


WithheldGordon W. Ommen


55,449,225



1,915,731James B. Morgan


57,127,149



237,807     Votes For


Withheld


AbstainMcGladrey & Pullen, LLP


57,297,949



53,038



13,969   Item 5:
    OTHER
    INFORMATION   37




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##### Table of Contents



Certain
    relationships
             38




---



##### Table of Contents



Compensation
    Plans
    Item 6:
    Exhibits  Exhibit No.

Description2
.1

Agreement and Plan of Merger,
    dated May 31, 2007, among US BioEnergy Corporation,
    US Bio Acquisition Sub, LLC and Millennium Ethanol,
    LLC (incorporated by reference to Exhibit 2.1 to US
    BioEnergys
    Form 8-K,
    filed with the SEC on June 6, 2007, File
    No. 001-33203)10
.41

Aircraft Lease Agreement (King
    Air), dated May 1, 2007, between Capitaline Advisors, LLC
    and US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.41 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.42

Aircraft Lease Agreement (Cessna),
    dated May 1, 2007, between Capitaline Advisors, LLC and US
    BioEnergy Corporation (incorporated by reference to
    Exhibit 10.42 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.43

Amended and Restated Services
    Agreement, dated May 1, 2007, between Capitaline Advisors,
    LLC and US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.43 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.44

Railroad Car Lease Agreement,
    dated April 16, 2007, between Midwest Ethanol Transport,
    LLC and United BioEnergy Ingredients, LLC (incorporated by
    reference to Exhibit 10.44 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.45

Railroad Car Lease Agreement,
    dated April 16, 2007, between Midwest Ethanol Transport,
    LLC and US Bio Ord, LLC (incorporated by reference to
    Exhibit 10.45 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)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  39




---



##### Table of Contents



SIGNATURES    US BIOENERGY
    CORPORATIONDate: August 10, 2007

By: /s/  Gordon
    W. OmmenGordon
    W. OmmenChairman of the Board,
    Chief Executive Officer and President
    (Principal Executive Officer)Date: August 10, 2007

By: /s/  Richard
    K. AtkinsonRickard
    K. AtkinsonSenior Vice President and
    Chief Financial Officer
    (Principal Financial Officer)  40




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##### Table of Contents



Exhibit Index
  Exhibit No.

Description2
.1

Agreement and Plan of Merger,
    dated May 31, 2007, among US BioEnergy Corporation,
    US Bio Acquisition Sub, LLC and Millennium Ethanol,
    LLC (incorporated by reference to Exhibit 2.1 to US
    BioEnergys
    Form 8-K,
    filed with the SEC on June 6, 2007, File
    No. 001-33203)10
.41

Aircraft Lease Agreement (King
    Air), dated May 1, 2007, between Capitaline Advisors, LLC
    and US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.41 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.42

Aircraft Lease Agreement (Cessna),
    dated May 1, 2007, between Capitaline Advisors, LLC and US
    BioEnergy Corporation (incorporated by reference to
    Exhibit 10.42 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.43

Amended and Restated Services
    Agreement, dated May 1, 2007, between Capitaline Advisors,
    LLC and US BioEnergy Corporation (incorporated by reference to
    Exhibit 10.43 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.44

Railroad Car Lease Agreement,
    dated April 16, 2007, between Midwest Ethanol Transport,
    LLC and United BioEnergy Ingredients, LLC (incorporated by
    reference to Exhibit 10.44 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)10
.45

Railroad Car Lease Agreement,
    dated April 16, 2007, between Midwest Ethanol Transport,
    LLC and US Bio Ord, LLC (incorporated by reference to
    Exhibit 10.45 to US BioEnergys
    Form S-4,
    filed with the SEC on June 29, 2007, File
    No. 333-144246)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  41