##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended December 31, 2010
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
 Commission file number 333-135729
 ONE EARTH ENERGY, LLC
  Illinois
    
    20-3852246(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)202 N. Jordan Drive, Gibson City, IL
    
    60936(Address of principal executive offices)
    
    (Zip Code)
 (217) 784-5321
  None
  Membership Units
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yes þ No
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



INDEX
 PagePART I
    
    
    4ITEM 1. BUSINESS
    
    
    4ITEM 1A. RISK FACTORS
    
    
    13ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    19ITEM 2. PROPERTIES
    
    
    19ITEM 3. LEGAL PROCEEDINGS
    
    
    19ITEM 4. REMOVED AND RESERVED
    
    
    19PART II
    
    
    20ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    20ITEM 6. SELECTED FINANCIAL DATA
    
    
    20ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    22ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    33ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    35ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    49ITEM 9A. CONTROLS AND PROCEDURES
    
    
    49ITEM 9B. OTHER INFORMATION
    
    
    50PART III
    
    
    50ITEM 10. DIRECTORS; EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    50ITEM 11. EXECUTIVE COMPENSATION
    
    
    53ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS
    
    
    56ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    57ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    59ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    60SIGNATURES
    
    
    64Exhibit 10.43Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Changes in the availability and price of corn and natural gas;
    
    Our inability to secure credit we may require to continue our operations;
    
    Decreases in the market prices of ethanol and distillers grains;
    
    Ethanol supply exceeding demand; and corresponding ethanol price reductions;
    
    Changes in the environmental regulations that apply to our plant operations;
    
    Changes in our business strategy, capital improvements or development plans;
    
    Changes in plant production capacity or technical difficulties in operating the plant;
    
    Changes in general economic conditions or the occurrence of certain events causing an
economic impact in the agriculture, oil or automobile industries;
    
    Lack of transport, storage and blending infrastructure preventing ethanol from
reaching high demand markets;
    
    Changes in federal and/or state laws (including the elimination of any federal and/or
state ethanol tax incentives);
    
    Changes and advances in ethanol production technology;
    
    Additional ethanol plants built in close proximity to our ethanol facility;
    
    Competition from alternative fuel additives;
    
    Changes in interest rates and lending conditions;
    
    Our ability to generate free cash flow to invest in our business and service our debt;
    
    Our ability to retain key employees and maintain labor relations; and
    
    Volatile commodity and financial markets.
   3




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AVAILABLE INFORMATION
  
 PART I
 
 ITEM 1.
    
    BUSINESS Business Development
       4




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Principal Products and Markets
  Ethanol
     Distillers Grains
   5




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Ethanol and Distillers Grains Markets
 Distribution of Principal Products
   Distribution of Principal Products
  Ethanol Distribution
  Distillers Grains Distribution
   6




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Federal Ethanol Supports and Governmental Regulation
 Federal Ethanol Supports
  Undiffer-Biomass-
    
    
    entiatedRenewable
    
    
    Advanced
    
    
    Cellulosic
    
    
    based
    
    
    AdvancedYear
    
    Biofuel
    
    
    Biofuel
    
    
    Biofuel
    
    
    Diesel
    
    
    Biofuel
    
    
    Total RFS2008
    
    
    9.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.02009
    
    
    10.5
    
    
    
    .6
    
    
    
    
    
    
    
    .5
    
    
    
    0.1
    
    
    
    11.12010
    
    
    12
    
    
    
    .95
    
    
    
    .1
    
    
    
    .65
    
    
    
    0.2
    
    
    
    12.952011
    
    
    12.6
    
    
    
    1.35
    
    
    
    .25
    
    
    
    .8
    
    
    
    0.3
    
    
    
    13.952012
    
    
    13.2
    
    
    
    2
    
    
    
    .5
    
    
    
    1
    
    
    
    0.5
    
    
    
    15.22013
    
    
    13.8
    
    
    
    2.75
    
    
    
    1
    
    
    
    
    
    
    
    1.75
    
    
    
    16.552014
    
    
    14.4
    
    
    
    3.75
    
    
    
    1.75
    
    
    
    
    
    
    
    2
    
    
    
    18.152015
    
    
    15
    
    
    
    5.5
    
    
    
    3
    
    
    
    
    
    
    
    2.5
    
    
    
    20.52016
    
    
    15
    
    
    
    7.25
    
    
    
    4.25
    
    
    
    
    
    
    
    3.0
    
    
    
    22.252017
    
    
    15
    
    
    
    9
    
    
    
    5.5
    
    
    
    
    
    
    
    3.5
    
    
    
    242018
    
    
    15
    
    
    
    11
    
    
    
    7
    
    
    
    
    
    
    
    4.0
    
    
    
    262019
    
    
    15
    
    
    
    13
    
    
    
    8.5
    
    
    
    
    
    
    
    4.5
    
    
    
    282020
    
    
    15
    
    
    
    15
    
    
    
    10.5
    
    
    
    
    
    
    
    4.5
    
    
    
    302021
    
    
    15
    
    
    
    18
    
    
    
    13.5
    
    
    
    
    
    
    
    4.5
    
    
    
    332022
    
    
    15
    
    
    
    21
    
    
    
    16
    
    
    
    
    
    
    
    5
    
    
    
    36
    7




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Effect of Governmental Regulation
     8




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Competition
        9




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##### Table of Contents



Distillers Grains Competition
   Sources and Availability of Raw Materials
 Corn Feedstock Supply
    10




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Utilities
  Natural Gas.
  Electricity.
  11




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##### Table of Contents



Water
  Employees
  Research and Development
  Patents, Trademarks, Licenses, Franchises and Concessions
  Working Capital
  Dependence on Major Customers and Suppliers
    12




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Costs and Effects of Compliance with Environmental Laws
   
 ITEM 1A.
    
    RISK FACTORS You should carefully read and consider the risks and uncertainties below and the other
information contained in this report. Any of the events discussed in the risk factors below may
occur. If one or more of these events does occur, our results of operations, financial condition
or cash flows could be materially adversely affected.
 Risks Relating to Our Business
 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.
 Increases in the price of corn or natural gas would reduce our profitability.
    13




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Declines in the price of ethanol or distillers grain would significantly reduce our revenues.
 We may violate the terms of our credit agreements and financial covenants which could result
in our lender demanding immediate repayment of our loans.
 Our inability to secure credit facilities we may require in the future may negatively impact
our liquidity.
 The ethanol industry is an industry that is changing rapidly which can result in unexpected
developments that could negatively impact our operations and the value of our units.
 We engage in transactions which involve risks that could harm our business.
  We are currently conducting an odd-lot tender offer to purchase units from some of our smaller
unitholders, with the intended end result for us to be eligible to suspend our reporting
requirements with the Securities and Exchange Commission, which may not occur and if it occurs will
result in less public information being available about the Company .
  14




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Our business is not diversified.
 We depend on our management and key employees, and the loss of these relationships could
negatively impact our ability to operate profitably.
 We depend on key suppliers and marketers, such as UBE and Alliance Grain, whose failure to
perform could force us to abandon business, hinder our ability to operate profitably or decrease
the value of our units.
 Changes and advances in ethanol production technology could require us to incur costs to
update our plant or could otherwise hinder our ability to compete in the ethanol industry or
operate profitably.
 Your investment may decline in value due to decisions made by our board of directors, and you
will not have the ability to remove or replace our directors.
  15




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Risks Related to Ethanol Industry
 Demand for ethanol may not continue to grow unless ethanol can be blended into gasoline in
higher percentage blends for conventional automobiles.
 Technology advances in the commercialization of cellulosic ethanol may decrease demand for
corn based ethanol which may negatively affect our profitability.
 New plants under construction or decreases in the demand for ethanol may result in excess
production capacity in our industry .
 Growth in the ethanol industry is dependent on growth in the fuel blending infrastructure to
accommodate ethanol, which may be slow and could result in decreased demand for ethanol.
  16




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We operate in an intensely competitive industry and compete with larger, better financed
entities which could impact our ability to operate profitably.
 Competition from the advancement of alternative fuels may lessen the demand for ethanol.
 Consumer resistance to the use of ethanol based on the belief that ethanol is expensive, adds
to air pollution, harms engines and/or takes more energy to produce than it contributes may affect
the demand for ethanol.
 Risks Related to Regulation and Governmental Action
 Government incentives for ethanol production, including federal tax incentives, may be
eliminated in the future, which could hinder our ability to operate at a profit .
    17




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If the Federal Volumetric Ethanol Excise Tax Credit (VEETC) expires on December 31, 2011, it
could negatively impact our profitability
 Changes in environmental regulations or violations of these regulations could be expensive and
reduce our profitability.
 Carbon dioxide may be regulated in the future by the EPA as an air pollutant requiring us to
obtain additional permits and install additional environmental mitigation equipment, which could
adversely affect our financial performance
 The California Low Carbon Fuels Standard may decrease demand for corn based ethanol which
could negatively impact our profitability.
 The price of distiller grains may decline as a result of Chinas antidumping investigation of
distiller grains originating in the United Sates.
  18




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Risks Related to Conflicts of Interest
 We are a majority-owned subsidiary of REX. REX may have relationships that present conflicts
of interest with us .
 Our directors may have relationships with individuals, companies or organizations with which
we do business which may result in conflicts of interest.
 
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS  
 ITEM 2.
    
    PROPERTIES  
    
    A grains area, fermentation area, distillation  evaporation area;
    
    A dryer/energy center area;
    
    A tank farm;
    
    An auxiliary area;
    
    An administration building and;
    
    A storage/maintenance building.
  Item 7 
Managements Discussion and Analysis of Financial Condition and Results of Operations.
 
 ITEM 3.
    
    LEGAL PROCEEDINGS  
 ITEM 4. REMOVED AND RESERVED.
  19




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES   Item 7  Managements
Discussion and Analysis of Financial Condition and Results of Operations.
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA Item 7  Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Five Year Financial Summary  (Amounts In Thousands, Except Per Unit Amounts)
 Transition
    
    
    
    
    
    
    FromPeriod, Two
    
    
    
    
    
    
    Inception,Months
    
    
    Year
    
    
    (NovemberStatement of
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Ended
    
    
    Ended
    
    
    28, 2005) toOperations
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    October 31,
    
    
    October 31,Data:
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2006Revenues
    
    $
    234,545
    
    
    $
    98,190
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of sales
    
    
    200,587
    
    
    
    84,057
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    33,958
    
    
    
    14,133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    31,141
    
    
    
    13,230
    
    
    
    (336
    )
    
    
    (87
    )
    
    
    (684
    )
    
    
    (592
    )Losses on derivative
financial instruments
    
    
    3,018
    
    
    
    219
    
    
    
    4,704
    
    
    
    859
    
    
    
    
    
    
    
    Interest expense
    
    
    2,808
    
    
    
    1,886
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    Net income (loss)
    
    $
    25,285
    
    
    $
    11,230
    
    
    $
    (4,827
    )
    
    
    (608
    )
    
    $
    (694
    )
    
    $
    (540
    )Net income (loss) per unit
    
    $
    1,834.77
    
    
    $
    802.14
    
    
    $
    (344.79
    )
    
    $
    (43.43
    )
    
    $
    (694.00
    )
    
    $
    (540.00
    )
  20




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##### Table of Contents



Balance Sheet
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    October 31,
    
    
    October 31,Data:
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2006Current assets
    
    $
    38,346
    
    
    $
    26,701
    
    
    $
    70
    
    
    $
    30,312
    
    
    $
    37,634
    
    
    $
    640Property and
equipment, net
    
    
    144,131
    
    
    
    148,709
    
    
    
    128,639
    
    
    
    36,032
    
    
    
    26,863
    
    
    
    43Total assets
    
    
    185,317
    
    
    
    177,284
    
    
    
    130,109
    
    
    
    67,548
    
    
    
    65,671
    
    
    
    965Current liabilities
    
    
    17,418
    
    
    
    13,780
    
    
    
    12,112
    
    
    
    4,171
    
    
    
    1,937
    
    
    
    82Long-term debt
    
    
    69,049
    
    
    
    89,910
    
    
    
    54,957
    
    
    
    
    
    
    
    
    
    
    
    Derivative
financial
instruments, Long
Term
    
    
    3,688
    
    
    
    3,818
    
    
    
    4,494
    
    
    
    
    
    
    
    
    
    
    
    Members equity
    
    $
    95,061
    
    
    $
    69,776
    
    
    $
    58,546
    
    
    $
    63,378
    
    
    $
    63,734
    
    
    $
    884
 Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations,
 Quarterly Financial Data (Unaudited)  (Amounts In Thousands, Except Per Unit Amounts)
 Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter EndedMarch 31, 2010
    
    
    June 30, 2010
    
    
    September 30, 2010
    
    
    December 31, 2010Revenues
    
    $
    53,501
    
    
    $
    50,758
    
    
    $
    55,988
    
    
    $
    74,298Cost of sales
    
    
    44,701
    
    
    
    43,678
    
    
    
    47,340
    
    
    
    64,868Gross profit
    
    
    8,800
    
    
    
    7,080
    
    
    
    8,648
    
    
    
    9,430Operating income
    
    
    8,281
    
    
    
    6,389
    
    
    
    8,015
    
    
    
    8,456(Losses) gains on
derivative
financial
instruments
    
    
    (1,069
    )
    
    
    (1,304
    )
    
    
    (1,068
    )
    
    
    423Interest expense
    
    
    721
    
    
    
    703
    
    
    
    708
    
    
    
    676Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144Net income
    
    $
    6,512
    
    
    $
    4,411
    
    
    $
    6,271
    
    
    $
    8,091Net income per unit
    
    $
    472.53
    
    
    $
    320.08
    
    
    $
    455.05
    
    
    $
    587.11
  21




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Quarterly Financial Data (Unaudited)  (Amounts In thousands, Except Per Unit Amounts)
 Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter Ended
    
    
    Quarter EndedMarch 31, 2009
    
    
    June 30, 2009
    
    
    September 30, 2009
    
    
    December 31, 2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    45,607
    
    
    $
    52,583Cost of sales
    
    
    134
    
    
    
    472
    
    
    
    40,775
    
    
    
    42,676Gross profit (loss)
    
    
    (134
    )
    
    
    (472
    )
    
    
    4,832
    
    
    
    9,907Operating (loss) income
    
    
    (241
    )
    
    
    (807
    )
    
    
    4,637
    
    
    
    9,641(Losses) gains on
derivative financial
instruments
    
    
    (153
    )
    
    
    1,214
    
    
    
    (1,278
    )
    
    
    (2
    )Interest expense
    
    
    
    
    
    
    150
    
    
    
    921
    
    
    
    815Net (loss) income
    
    $
    (354
    )
    
    $
    285
    
    
    $
    2,456
    
    
    $
    8,843Net (loss) income per unit
    
    $
    (25.29
    )
    
    $
    20.36
    
    
    $
    175.43
    
    
    $
    631.54
 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report contains forward-looking statements that involve future events, our future
performance and our expected future operations and actions. In some cases you can identify
forward-looking statements by the use of words such as may, will, should, anticipate,
believe, expect, plan, future, intend, could, estimate, predict, hope,
potential, continue, or the negative of these terms or other similar expressions. These
forward-looking statements are only our predictions and involve numerous assumptions, risks and
uncertainties. Our actual results or actions may differ materially from these forward-looking
statements for many reasons, including the reasons described in this report. We are not under any
duty to update the forward-looking statements contained in this report. We cannot guarantee future
results, levels of activity, performance or achievements. We caution you not to put undue reliance
on any forward-looking statements, which speak only as of the date of this report. You should read
this report and the documents that we reference in this report and have filed as exhibits,
completely and with the understanding that our actual future results may be materially different
from what we currently expect. We qualify all of our forward-looking statements by these cautionary
statements.
 Overview
   22




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Results of Operations
 Comparison of Fiscal Years Ended December 31, 2010 and 2009
 Revenues
       23




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Cost of Sales
  Selling, General and Administrative Expense
  Operating Income
  Interest and Other Income
  Interest Expense
  Losses on derivative financial instruments
   24




---



##### Table of Contents



Net income/loss
  Additional Information
  Fiscal Year Ended
    
    
    Fiscal Year EndedDecember 31, 2010
    
    
    December 31, 2009Production:Ethanol sold (gallons)
    
    
    107,950,514
    
    
    
    50,560,316Distillers grains sold (tons)
    
    
    314,956
    
    
    
    143,095Revenues:Ethanol average price per gallon
    
    $
    1.80
    
    
    $
    1.66Distillers grains average price per ton
    
    $
    125.19
    
    
    $
    103.73Primary Inputs:Corn ground (bushels)
    
    
    38,694,596
    
    
    
    18,600,712Natural gas purchased (MMBTU)
    
    
    3,064,373
    
    
    
    1,483,285Costs of Primary Inputs:Corn average price per bushel ground
    
    $
    4.052
    
    
    $
    3.620Natural gas average price per MMBTU
    
    $
    4.643
    
    
    $
    3.844
     25




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Comparison of Fiscal Years Ended December 31, 2009 and 2008
 Revenues
   Cost of Sales
  Selling, General and Administrative Expense
  Operating Income
   26




---



##### Table of Contents



Interest and Other Income
  Interest Expense
  Losses on derivative financial instruments
  Net income/loss
  Changes in Financial Condition for the Fiscal Year Ended December 31, 2010
     27




---



##### Table of Contents



Changes in Financial Condition for the Fiscal Year Ended December 31, 2009
    Critical Accounting Policies
  Inventory Reserves
  28




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##### Table of Contents



Financial Instruments  Derivatives and Hedging
 Recoverability
of Long-Lived Assets 
 Trends and Uncertainties Impacting the Ethanol Industry and Our Operations
  Corn Prices
   Ethanol Industry Competition
   29




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##### Table of Contents



Distillers Grains Markets
  Technology Developments
   Government Legislation and Regulations
   Liquidity and Capital Resources
    30




---



##### Table of Contents



Cash Flows Provided By/ Used in Operating Activities
   Cash Flows From Investing Activities
   Cash Flows From Financing Activities
   Credit Facilities
   31




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##### Table of Contents



Outlook
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations
   32




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##### Table of Contents



Payment due by periodLessthan 1
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLease obligations (a)
    
    $
    39
    
    
    $
    20
    
    
    $
    19
    
    
    $
    
    
    
    $
    Long-term debt obligations
    
    
    78,721
    
    
    
    9,672
    
    
    
    69,049
    
    
    
    
    
    
    
    Interest on
variable rate debt (b)
    
    
    8,037
    
    
    
    2,537
    
    
    
    5,500
    
    
    
    
    
    
    
    Corn contracts
    
    
    30,064
    
    
    
    30,064Other (c)
    
    
    4,297
    
    
    
    1,186
    
    
    
    3,112
    
    
    
    
    
    
    
    Total (d)
    
    $
    121,158
    
    
    $
    43,479
    
    
    $
    77,680
    
    
    $
    
    
    
    $
    
 (a)
    
    Amounts include rentals of $20,000 per year for the lease of our well site.(b)
    
    The interest rates effective as of December 31, 2010 for variable rate loans were used
to calculate future payments of interest on variable rate debt.(c)
    
    Amounts represent primarily payments due related to railcar agreements.(d)
    
    We are not able to determine the likely settlement period, if any, for interest rate
swaps, accordingly, $5,522,700 of liabilities for derivative financial instruments have
been excluded from the table above. Seasonality of Ethanol Sales
  Impact of Inflation
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest Rate Risk
    33




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##### Table of Contents



Commodity Price Risk
   Hypothetical
    
    
    ApproximateVolume for the year ended
    
    
    
    
    
    
    Adverse Change in
    
    
    Adverse Change toDecember 31. 2010
    
    
    Unit of Measure

    
    Price
    
    
    IncomeNatural Gas
    
    
    3,064,373
    
    
    MMBtu
    
    
    10
    %
    
    $
    1,413,902Ethanol
    
    
    107,950,227
    
    
    Gallons
    
    
    10
    %
    
    $
    19,485,016Corn
    
    
    38,694,596
    
    
    Bushels
    
    
    10
    %
    
    $
    15,916,635Distillers Grains
    
    
    314,956
    
    
    Tons
    
    
    10
    %
    
    $
    3,942,934
  34




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##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ DELOITTE & TOUCHE LLP
Cincinnati, OhioMarch 31, 2011
  35




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##### Table of Contents



ONE EARTH ENERGY, LLC
 BALANCE SHEETS
(Amounts in Thousands)
 December 31,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    18,343
    
    
    $
    12,099Accounts receivable
    
    
    9,415
    
    
    
    5,457Inventory
    
    
    7,819
    
    
    
    6,290Prepaid expenses
    
    
    1,335
    
    
    
    1,579Other current assets
    
    
    1,434
    
    
    
    1,276Total current assets
    
    
    38,346
    
    
    
    26,701Property and equipment, net
    
    
    144,131
    
    
    
    148,709Deferred financing costs, net
    
    
    979
    
    
    
    1,259Restricted cash
    
    
    20
    
    
    
    20Other assets
    
    
    1,841
    
    
    
    595Total assets
    
    $
    185,317
    
    
    $
    177,284Liabilities and equity:Current liabilities:Accounts payable, trade
    
    
    2,476
    
    
    $
    1,016Current portion of long-term debt
    
    
    9,672
    
    
    
    8,089Accrued real estate taxes
    
    
    1,934
    
    
    
    1,930Derivative financial instruments
    
    
    1,835
    
    
    
    1,413Other current liabilities
    
    
    1,501
    
    
    
    1,332Total current liabilities
    
    
    17,418
    
    
    
    13,780Long-term liabilities:Deferred income taxes
    
    
    101Long-term debt
    
    
    69,049
    
    
    
    89,910Derivative financial instruments
    
    
    3,688
    
    
    
    3,818Total long-term liabilities
    
    
    72,838
    
    
    
    93,728Commitments and contingenciesMembers equity:Members capital (13,781 units issued and
outstanding in
2010 and 2009 )
    
    
    65,215
    
    
    
    65,215Retained earnings
    
    
    29,846
    
    
    
    4,561Total members equity
    
    
    95,061
    
    
    
    69,776Total liabilities and equity
    
    $
    185,317
    
    
    $
    177,284
   36




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##### Table of Contents



ONE EARTH ENERGY, LLC
 STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Unit Amounts)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    $
    234,545
    
    
    $
    98,190
    
    
    $
    Cost of sales
    
    
    200,587
    
    
    
    84,057
    
    
    
    Gross profit
    
    
    33,958
    
    
    
    14,133
    
    
    
    Selling, general and administrative expenses
    
    
    (2,817
    )
    
    
    (903
    )
    
    
    (336
    )Operating income (loss)
    
    
    31,141
    
    
    
    13,230
    
    
    
    ( 336
    )Interest and other income
    
    
    114
    
    
    
    105
    
    
    
    213Interest expense
    
    
    (2,808
    )
    
    
    (1,886
    )
    
    
    Losses on derivative financial instruments
    
    
    (3,018
    )
    
    
    (219
    )
    
    
    (4,704
    )Income before provision for income taxes
    
    
    25,429
    
    
    
    11,230
    
    
    
    (4,827
    )Provision for income taxes
    
    
    144
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    25,285
    
    
    $
    11,230
    
    
    $
    (4,827
    )Weighted average units outstanding  basic and diluted
    
    
    14
    
    
    
    14
    
    
    
    14Basic and diluted net income (loss) per unit
    
    $
    1,834.77
    
    
    $
    802.14
    
    
    $
    (344.79
    )
   37




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##### Table of Contents



ONE EARTH ENERGY, LLC
STATEMENTS OF CHANGES IN MEMBERS EQUITY
(Amounts in thousands)
 Members
    
    
    AccumulatedCapital
    
    
    Earnings (Deficit)
    
    
    TotalBalance, December 31, 2007
    
    $
    65,215
    
    
    $
    (1,842
    )
    
    $
    63,373Net loss
    
    
    
    
    
    
    (4,827
    )
    
    
    (4,827
    )Offering costs
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2008
    
    
    65,215
    
    
    
    (6,669
    )
    
    
    58,546Net income
    
    
    
    
    
    
    11,230
    
    
    
    11,230Balance, December 31, 2009
    
    
    65,215
    
    
    
    4,561
    
    
    
    69,776Net income
    
    
    
    
    
    
    25,285
    
    
    
    25,285Balance, December 31, 2010
    
    $
    65,215
    
    
    $
    29,846
    
    
    $
    95,061
   38




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##### Table of Contents



ONE EARTH ENERGY, LLC
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    25,285
    
    
    $
    11,230
    
    
    $
    (4,827
    )Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    9,816
    
    
    
    4,949
    
    
    
    18Derivative financial instruments
    
    
    292
    
    
    
    (332
    )
    
    
    4,704Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,958
    )
    
    
    (5,457
    )
    
    
    (4
    )Inventory
    
    
    (1,529
    )
    
    
    (6,290
    )
    
    
    Prepaid expenses
    
    
    244
    
    
    
    (1,525
    )
    
    
    11Accounts payable, trade
    
    
    1,358
    
    
    
    1,009
    
    
    
    (12
    )Other current assets
    
    
    (158
    )
    
    
    (1,276
    )
    
    
    Other assets
    
    
    (1,246
    )
    
    
    (580
    )
    
    
    Deferred taxes
    
    
    101
    
    
    
    
    
    
    
    Accrued and other current liabilities
    
    
    173
    
    
    
    3,061
    
    
    
    (4
    )Net cash provided by (used in) operating activities
    
    
    30,378
    
    
    
    4,789
    
    
    
    (114
    )CASH FLOWS FROM INVESTING ACTIVITIES:Restricted cash
    
    
    
    
    
    
    
    
    
    
    (20
    )Capital expenditures
    
    
    (4,856
    )
    
    
    (24,879
    )
    
    
    (86,143
    )Net cash used in investing activities
    
    
    (4,856
    )
    
    
    (24,879
    )
    
    
    (86,163
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments for financing costs
    
    
    
    
    
    
    (35
    )
    
    
    Proceeds from long-term debt
    
    
    
    
    
    
    39,208
    
    
    
    56,042Payments of long-term debt
    
    
    (19,278
    )
    
    
    (7,000
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (19,278
    )
    
    
    32,173
    
    
    
    56,042NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    6,244
    
    
    
    12,083
    
    
    
    (30,235
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    12,099
    
    
    
    16
    
    
    
    30,251CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    18,343
    
    
    $
    12,099
    
    
    $
    16Non cash activities  Accrued capital expenditures
    
    $
    102
    
    
    $
    3
    
    
    $
    Non cash activities  Payable related to plant
construction refinanced to long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    9,750SUPPLEMENTAL INFORMATION:Cash paid during the year for interest
    
    $
    2,987
    
    
    $
    3,082
    
    
    $
    892
   39




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##### Table of Contents



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Business
  Accounting Estimates
  Concentration of Credit Risk
    Cash Equivalents
  Property and Equipment
    40




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##### Table of Contents



Interest Rate Swap
  Deferred Financing Costs
  Years Ended December 31,
    
    Amortization2011
    
    $
    3092012
    
    
    2772013
    
    
    2392014
    
    
    154Total
    
    $
    979
 Inventory
  December 31,
    
    
    December 31,2010
    
    
    2009Ethanol and other finished goods
    
    $
    2,347
    
    
    $
    1,558Work in process
    
    
    1,705
    
    
    
    1,235Grain and other raw materials
    
    
    3,767
    
    
    
    3,497Total
    
    $
    7,819
    
    
    $
    6,290
 Revenue Recognition
  Year Ended December 31,
    
    
    Year Ended December 31,2010
    
    
    2009Ethanol
    
    $
    194,860
    
    
    $
    83,402Dried distillers grains
    
    
    39,429
    
    
    
    14,705Other
    
    
    256
    
    
    
    83Total
    
    $
    234,545
    
    
    $
    98,190
  41




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##### Table of Contents



Cost of Sales
  Selling, General and Administrative Expenses
  Income Taxes
   Impact of New Accounting Pronouncements
    Net Income or Loss per Unit
   42




---



##### Table of Contents



Comprehensive Income (Loss)
  2. PROPERTY AND EQUIPMENT
  2010
    
    
    2009Land and land improvements
    
    $
    14,502
    
    
    $
    14,317Plant and equipment
    
    
    117,631
    
    
    
    117,442Buildings
    
    
    21,251
    
    
    
    21,237Office equipment
    
    
    593
    
    
    
    519Construction in process
    
    
    4,520
    
    
    
    24Gross property and equipment
    
    
    158,497
    
    
    
    153,539Less: accumulated depreciation
    
    
    (14,366
    )
    
    
    (4,830
    )Net property and equipment
    
    $
    144,131
    
    
    $
    148,709
 3. MEMBERS EQUITY
    43




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##### Table of Contents



4. LONG-TERM DEBT
      Years Ended December 31,
    
    Maturities2011
    
    $
    9,6722012
    
    
    10,8472013
    
    
    11,3122014
    
    
    46,890Total
    
    $
    78,721
  44




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##### Table of Contents



5. FINANCIAL INSTRUMENTS
     Notional Amount
    
    
    Fair Value LiabilityInterest rate swaps - 2010
    
    $
    68,138
    
    
    $
    5,523Interest rate swaps - 2009
    
    $
    73,649
    
    
    $
    5,231
  6. FAIR VALUE
   45




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##### Table of Contents



Level 1
 2
 Level 3
  Total FairLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    ValueDerivative liabilities
    
    $
    
    
    
    $
    5,523
    
    
    $
    
    
    
    $
    5,523
  Total FairLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    ValueDerivative liabilities
    
    $
    
    
    
    $
    5,231
    
    
    $
    
    
    
    $
    5,231
  7. RELATED-PARTY TRANSACTIONS
   46




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##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
          47




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##### Table of Contents



9. SUBSEQUENT EVENTS
   48




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Managements Annual Report on Internal Control over Financial Reporting
      49




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS; EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   Name
    
    Age

    
    Position
    
    AddressScott Docherty
    
    
    48
    
    
    Chairman/ Director
    
    9 Fir Court
Monticello, IL 61856Joseph Thompson
    
    
    51
    
    
    Vice President/
Director
    
    49 Deer Run Place
Monticello, IL 61856Jack Murray
    
    
    54
    
    
    Secretary / Treasurer
/ Director
    
    2607 County Rd 1000E
Champaign, IL 61822Bruce Bastert
    
    
    53
    
    
    Director
    
    110 Mohican Lane
Loda, IL 60948Roger Miller
    
    
    57
    
    
    Director
    
    804 East Boone Street
Tolono, IL 61880Zafar Rizvi
    
    
    61
    
    
    Director
    
    2875 Needmore Road
Dayton, Ohio 45414Steve Kelly
    
    
    54
    
    
    President/General
Manager
    
    225 E. 700 N. Road
Gibson City, IL 60936
 Business Experience of Directors and Officers
  Scott Docherty, Chairman and Director, Age 48.
  50




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##### Table of Contents



Joseph Thompson, Vice President and Director, Age 51.
 Jack Murray, Secretary / Treasurer and Director, Age 54.
 Bruce Bastert, Director, Age 53.
 Roger Miller, Director, Age 57.
 Zafar Rizvi, Director, Age 61.
 Business Experience of Significant Employees
 Steven Kelly, President/General Manager, Age 54.
  51




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##### Table of Contents



Larry Brees, Chief Financial Officer, Age 54.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Identification of Audit Committee
   Audit Committee Report
    52




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##### Table of Contents



Audit Committee Financial Expert
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
 Compensation of Named
Executive Officers and Directors
  (1)
    
    establishes and administers a compensation policy for all of our employees; and(2)
    
    reviews and monitors our financial performance as it affects our compensation policies
or the administration of those policies.
  Compensation Philosophy and Objectives
  (1)
    
    Attract, retain and motivate highly qualified and talented employees who will
contribute to the Companys success by reason of their ability, ingenuity and industry;(2)
    
    Link compensation realized to the achievement of the Companys short and
long-term financial and strategic goals;(3)
    
    Align management and member interests by encouraging long-term member value
creation;(4)
    
    Maximize the financial efficiency of the compensation program from tax,
accounting, cash flow and dilution perspectives; and(5)
    
    Support important corporate governance principles and comply with best
practices.
   53




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##### Table of Contents



Compensation Committee Procedures
    Compensation Components
 Base Salary
  Cash Bonus
     54




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##### Table of Contents



Other Compensation
  No Pension Benefit Plan, Deferred Compensation Plan or Change of Control or Severance Agreements
  Accounting and Tax Treatment of Awards
  Executive Compensation Committee Report
  
 Compensation Committee Interlocks and Insider Participation
  Compensation of Named Executive Officers and Directors
   55




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##### Table of Contents



Summary Compensation Table.
 Name
and
    
    
    
    
    
    
    
    
    
    
    
    
    
    All OtherPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    TotalSteve Kelly,President and General
Manager
    
    
    2010
    
    
    $
    174,577
    
    
    $
    81,579
    
    
    $
    8,181
    
    
    $
    264,337Steve Kelly
    
    
    2009
    
    
    $
    172,907
    
    
    $
    6,427
    
    
    $
    11,456
    
    
    $
    190,790Larry Brees,Chief Financial Officer
    
    
    2010
    
    
    $
    79,154
    
    
    $
    39,484
    
    
    $
    10,556
    
    
    $
    129,194
  Fees Earned or Paid
    
    
    All OtherName
    
    in Cash
    
    
    Compensation
    
    
    TotalScott Docherty
    
    $
    1,300
    (1)
    
    $
    0
    
    
    $
    1,300Joe Thompson
    
    $
    1,400

(2)
    
    $
    0
    
    
    $
    1,400Jack Murray
    
    $
    1,000
    
    
    $
    0
    
    
    $
    1,000Bruce Bastert
    
    $
    1,200
    (3)
    
    $
    0
    
    
    $
    1,200Roger Miller
    
    $
    1,300
    (4)
    
    $
    0
    
    
    $
    1,300Zafar Rizvi
    
    $
    1,400
    (5)
    
    $
    0
    
    
    $
    1,400
 (1)
    
    Compensation earned by Mr. Dochertys attendance at board meetings is made payable to
Topflight Grain Cooperative.(2)
    
    Compensation earned by Mr. Thompsons attendance at board meetings is made payable to
Alliance Grain Company.(3)
    
    Compensation earned by Mr. Basterts attendance at board meetings is made payable to
Ludlow Cooperative Elevator Co.(4)
    
    Compensation earned by Mr. Millers attendance at board meetings is made payable to
Premiere Cooperative Co.(5)
    
    Compensation earned by Mr. Rizvis attendance at board meetings is made payable to
Farmers Energy One Earth, LLC. Director Compensation Arrangements
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER
MATTERS.
 Security Ownership of Certain Beneficial Owners
  Amount and Nature ofTitle of Class
    
    Name (1)
    
    
    Beneficial Owner
    
    
    Percent of ClassMembership Units
    
    Farmers Energy Incorporated
    
    10,153 units
    
    
    73.67
    %
 (1)
    
    Farmers Energy Incorporateds (FEI) address is 2875 Needmore Rd., Dayton, Ohio 45414. FEI
is a wholly owned subsidiary of REX American Resources Corporation.  56




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##### Table of Contents



Security Ownership of Management
  Amount andNature ofName and Address of
    
    Beneficial
    
    Percent ofTitle of Class
    
    Beneficial Owner(1)
    
    Ownership
    
    ClassMembership Units
    
    Steve Kelly(2)
    
    10 units
    
    0.07
    %Membership Units
    
    Jack Murray(3)
    
    226 units
    
    1.64
    %Membership Units
    
    Bruce Bastert
    
    6 units
    
    1.28
    %Membership Units
    
    Roger Miller
    
    5 units
    
    0.04
    %Membership Units
    
    Zafar Rizvi(4)
    
    10,153 units
    
    73.67
    %All Directors and Officers as a Group:
    
    10,400 Units
    
    76.70
    %
 
 (1)
    
    The address of the beneficial owner is deemed to be the same address indicated above in Item
10.(2)
    
    Mr. Kellys units are owned jointly with his wife, Kathleen Kelly.(3)
    
    171 units are owned by Fisher Farmers, 20 units are owned by Keith Farms, 5 units are owned
by JN & JM Farms and 20 units are owned by Murray Farms. Our director, Jack Murray is a
principal of Fisher Farmers, Keith Farms, JN & JM Farms and Murray Farms. Mr. Murrays
remaining 10 units are owned jointly with his wife Patricia Murray.(4)
    
    Units are owned by Farmers Energy Incorporated. Zafar Rizvi, our director, is the President
of Farmers Energy Incorporated.  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 Certain Relationships and Related Transactions
  Alliance Grain Company
    57




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##### Table of Contents



Farmers Energy Incorporated (FEI)
  Topflight Grain Cooperative, Inc., Premier Cooperative, and Ludlow Cooperative Elevator Company.
  Bloomer Connecting Shippers Railroad Co.
     58




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##### Table of Contents



Director Independence
  Audit Committee
  Compensation Committee
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent Registered Public Accounting Firm
   Audit Fees
  Category
    
    Fiscal Year
    
    
    FeesAudit Fees(1)
    
    
    2010
    
    
    $
    115,0002009
    
    
    $
    90,000Tax Fees
    
    
    2010
    
    
    $
    02009
    
    
    $
    0
 (1)
    
    Audit Fees consist of fees billed for professional services rendered for the audit of
our annual financial statements and review of the interim financial statements included in
our quarterly reports and services that are normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings.  59




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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
  
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Exhibit
    
    
    
    FiledNo.
    
    Description
    
    Herewith
    
    Incorporated by Reference3.1
    
    
    Articles of Organization of One Earth
Energy, LLC.
    
    
    
    Exhibit 3.1 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.3.2
    
    
    Amended and Restated Operating Agreement of
the registrant.
    
    
    
    Exhibit 3.2 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.3.3
    
    
    First Amendment to Amended and Restated
Operating Agreement of One Earth Energy,
LLC filed as part of the registrants
Registration Statement filed on Form SB-2
and incorporated by reference.
    
    
    
    Exhibit 3.3 to
registrants
Registration Statement
on Form SB-2.3.4
    
    
    Second Amended and Restated Operating
Agreement of the registrant.
    
    
    
    Exhibit 3.2 to the
registrants Form 10-QSB
filed with the
Commission on June 14,
2007.4.1
    
    
    Form of Membership Unit Certificate.
    
    
    
    Exhibit 4.1 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.1
    
    
    Letter of Intent dated December 2, 2005
between One Earth Energy, LLC and Fagen,
Inc.
    
    
    
    Exhibit 10.1 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.2
    
    
    Phase I and II Engineering Services
Agreement between One Earth Energy, LLC and
Fagen Engineering, LLC dated July 20, 2006.
    
    
    
    Exhibit 10.2 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 3, 2007.10.3
    
    
    Option Agreement between One Earth Energy,
LLC and Edward E. Tucker and Cynthia J.
Tucker dated February 28, 2006.
    
    
    
    Exhibit 10.3 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.4
    
    
    Option Agreement between One Earth Energy,
LLC and Don Maxwell dated March 13, 2006.
    
    
    
    Exhibit 10.4 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.
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Exhibit
    
    
    
    FiledNo.
    
    Description
    
    Herewith
    
    Incorporated by Reference10.5
    
    
    Consulting Agreement between One Earth
Energy, LLC and Mitch Dawson dated March
23, 2006.
    
    
    
    Exhibit 10.5 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.5
    
    
    Option Agreement between One Earth Energy,
LLC and Lisa Foster dated April 17, 2006.
    
    
    
    Exhibit 10.6 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.7
    
    
    Option Agreement between One Earth Energy,
LLC and City of Gibson, Illinois dated
April 18, 2006.
    
    
    
    Exhibit 10.7 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.8
    
    
    Consulting Agreement between One Earth
Energy, LLC and Above Zero Media, LLC dated
May 22, 2006.
    
    
    
    Exhibit 10.8 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.9
    
    
    Letter Agreement between One Earth Energy,
LLC and Farmers Energy Incorporated (a
wholly owned subsidiary of REX Stores
Corporation) dated May 26, 2006.
    
    
    
    Exhibit 10.9 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on July 12, 2006.10.10
    
    
    Registration Agreement between One Earth
Energy, LLC and Farmers Energy One Earth,
LLC dated July 11, 2006.
    
    
    
    Exhibit 10.10 to
registrants
Registration Statement
on Form SB-2 as filed
with the commission on
July 12, 2006.10.11
    
    
    Ethanol Marketing Agreement between One
Earth Energy, LLC and Eco-Energy, Inc.
dated September 15, 2006.
    
    
    
    Exhibit 10.11 to
registrants Amendment
No. 1 to the
Registration Statement
on Form SB-2 as filed
with the commission on
September 20, 2006.10.12
    
    
    Lock-Up Agreement between One Earth Energy,
LLC, Alliance Grain Co., Fisher Farmers
Grain & Coal Company, Grand Prairie Co-op,
Inc., Ludlow Cooperative Elevator Company
and Topflight Grain Cooperative, Inc dated
November 1, 2006.
    
    
    
    Exhibit 10.12 to
registrants Amendment
No. 2 to the
Registration Statement
on Form SB-2 as filed
with the commission on
November 2, 2006.10.13
    
    
    Distillers Grain Marketing Agreement
between One Earth Energy, LLC and United
Bio Energy Ingredients, LLC.
    
    
    
    Exhibit 10.13 to the
registrants Form 10-QSB
filed with the
Commission on March 19,
2007.10.14
    
    
    Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement
between One Earth Energy, LLC and Farmers
Energy One Earth, LLC dated June 13, 2007.
    
    
    
    Exhibit 10.1 to the
registrants Form 10-QSB
filed with the
Commission on June 14,
2007.10.15
    
    
    Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement
between One Earth Energy, LLC and Farmers
Energy One Earth, LLC dated June 13, 2007.
    
    
    
    Exhibit 10.2 to the
registrants Form 10-QSB
filed with the
Commission on June 14,
2007.10.16
    
    
    Secured Promissory Note between One Earth
Energy, LLC and Farmers Energy One Earth,
LLC dated June 13, 2007.
    
    
    
    Exhibit 10.3 to the
registrants Form 10-QSB
filed with the
Commission on June 14,
2007.10.17
    
    
    Settlement Statement and Warranty Deed
between Edward E. Tucker and One Earth
Energy, LLC dated April 30, 2007.
    
    
    
    Exhibit 10.3 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.
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##### Table of Contents



Exhibit
    
    
    
    FiledNo.
    
    Description
    
    Herewith
    
    Incorporated by Reference10.18
    
    
    Rescission Waiver Letter between One Earth
Energy, LLC and Fagen, Inc. dated May 24,
2007.
    
    
    
    Exhibit 10.4 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.19
    
    
    Settlement Statement and Warranty Deed
between One Earth Energy, LLC and City of
Gibson City dated May 31, 2007.
    
    
    
    Exhibit 10.5 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.20
    
    
    Consulting Agreement between One Earth
Energy, LLC and Above Zero Media, LLC dated
May 22, 2006.
    
    
    
    Exhibit 10.8 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.21
    
    
    Security Agreement between One Earth
Energy, LLC and Farmers Energy One Earth,
LLC dated June 13, 2007.
    
    
    
    Exhibit 10.15 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.22
    
    
    Lump Sum Design-Build Agreement between One
Earth Energy, LLC and Fagen, Inc. dated May
17, 2007.+
    
    
    
    Exhibit 10.16 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.23
    
    
    Agreement between One Earth Energy and Lisa
Foster dated June 15, 2007.
    
    
    
    Exhibit 10.17 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.24
    
    
    Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement
between One Earth Energy, LLC and Farmers
Energy One Earth, LLC dated June 18, 2007.
    
    
    
    Exhibit 10.18 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.25
    
    
    Exchange Agreement between One Earth
Energy, LLC and Alliance Grain Co., dated
June 26, 2007.
    
    
    
    Exhibit 10.19 to the
registrants
Post-Effective Amendment
No. 2 to the Registrant
Statement on Form SB-2
filed with the
Commission on July 3,
2007.10.26
    
    
    Agreement between One Earth Energy, LLC and
Ameritrack Railroad Contractors, Inc. dated
July 25, 2007.
    
    
    
    Exhibit 10.5 to the
registrants Form 10-QSB
filed with the
Commission on September
14, 2007.10.27
    
    
    Foundation Services Corp. Contract
Agreement dated August 23, 2007.
    
    
    
    Exhibit 10.6 to the
registrants Form 10-QSB
filed with the
Commission on September
14, 2007.10.28
    
    
    Amended Secured Promissory Note between
Farmers Energy One Earth, LLC and One Earth
Energy, LLC dated October 16, 2007.
    
    
    
    Exhibit 99.1 to the
registrants Form 8-K
filed with the
Commission on October
19, 2007.10.29
    
    
    Construction Loan Agreement dated September
20, 2007 between One Earth Energy, LLC and
First National Bank of Omaha.
    
    
    
    Exhibit 10.1 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.
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##### Table of Contents



Exhibit
    
    
    
    FiledNo.
    
    Description
    
    Herewith
    
    Incorporated by Reference10.30
    
    
    Construction Notes dated September 20, 2007
between One Earth Energy, LLC and First
National Bank of Omaha; Deere Credit, Inc.;
Farm Credit Services of America; Quad City
Bank and Trust; Citizens First National
Bank; CoBank; Capital Farm Credit; Busey
Bank; Farm Credit Services; Transamerica
Occidental Life Insurance Company; and,
First Indiana Bank.
    
    
    
    Exhibit 10.2 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.10.31
    
    
    Revolving Promissory Notes dated September
20, 2007 between One Earth Energy, LLC and
First National Bank of Omaha; First Indiana
Bank; Citizens First National Bank; Deere
Credit, Inc.; and, CoBank.
    
    
    
    Exhibit 10.3 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.10.32
    
    
    Promissory Note and Continuing Letter of
Credit Agreement dated September 20, 2007
between One Earth Energy, LLC and First
National Bank of Omaha.
    
    
    
    Exhibit 10.4 to the
registrants Form 10-KSB
filed with the
Commission on January 29, 2008.10.33
    
    
    Construction Loan Mortgage, Security
Agreement, Assignment of Leases and Rents
and Fixture Financing Statement dated
September 20, 2007 between One Earth
Energy, LLC and First National Bank of
Omaha.
    
    
    
    Exhibit 10.5 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.10.34
    
    
    Security Agreement dated September 20, 2007
between One Earth Energy, LLC and First
National Bank of Omaha.
    
    
    
    Exhibit 10.6 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.10.35
    
    
    Design/Build Construction Contract dated
December 26, 2007 between One Earth Energy,
LLC and Hogenson Construction Company.
    
    
    
    Exhibit 10.7 to the
registrants Form 10-KSB
filed with the
Commission on January
29, 2008.10.36
    
    
    Ethanol Merchandising Agreement dated June
5, 2009 between One Earth Energy, LLC and
Lansing Ethanol Services, LLC.+
    
    
    
    Exhibit 10.1 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.37
    
    
    Natural Gas Pipeline Company of America LLC
(Natural) Transportation Rate Schedule Its
dated June 29, 2009 between One Earth
Energy, LLC and Natural Gas Pipeline
Company of America LLC.
    
    
    
    Exhibit 10.2 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.38
    
    
    Grain Handling Agreement dated February 15,
2008 between One Earth Energy, LLC and
Alliance Grain Co.+
    
    
    
    Exhibit 10.3 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.39
    
    
    Mutual Release and Termination of Ethanol
Marketing Contract Agreement dated May 14,
2009 between One Earth Energy, LLC and
Eco-Energy Inc.
    
    
    
    Exhibit 10.4 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.40
    
    
    Agreement for Assignment of an Undivided
Interest in Real Property and Its
Appurtenances dated December 9, 2008
between One Earth Energy, LLC and Ameren
Energy Generating Company.+
    
    
    
    Exhibit 10.5 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.
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##### Table of Contents



Exhibit
    
    
    
    FiledNo.
    
    Description
    
    Herewith
    
    Incorporated by Reference10.41
    
    
    System Extension or Modification Guarantee
Agreement dated January 18, 2008 between
One Earth Energy, LLC and Central Illinois
Public Service Company d/b/a AmerenCIPS.
    
    
    
    Exhibit 10.6 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.42
    
    
    First Amendment of Construction Loan
Agreement dated September 19, 2008 between
One Earth Energy, LLC and First National
Bank of Omaha.
    
    
    
    Exhibit 10.7 to the
registrants Form 10-K
filed with the
Commission on November
8, 2010.10.43
    
    
    Amendment to Distillers Grains Marketing
Agreement between United Bio Energy
Ingredients and One Earth Energy, LLC dated
December 31, 2010.
    
    X14.1
    
    
    Code of Ethics
    
    
    
    Exhibit 14.1 to the
registrants Form 10-K
filed with the
Commission on January
29, 2008.31.1
    
    
    Certificate Pursuant to 17 CFR 240.13a-14(a)
    
    X31.2
    
    
    Certificate Pursuant to 17 CFR 240.13a-14(a)
    
    X32.1
    
    
    Certificate Pursuant to 18 U.S.C. § 1350
    
    X32.2
    
    
    Certificate Pursuant to 18 U.S.C. § 1350.
    
    X
 
 SIGNATURES
  ONE EARTH ENERGY, LLCDate: March 31, 2011
    
    /s/ Steve Kelly

Steve KellyPresident (Principal Executive Officer)Date: March 31, 2011
    
    /s/ Larry Brees

Larry BreesChief Financial Officer 
(Principal Financial and
Accounting Officer)Date: March 31, 2011
    
    /s/ Joe Thompson

Joe ThompsonVice President and DirectorDate: March 31, 2011
    
    /s/ Scott Docherty

Scott DochertyChairman and DirectorDate: March 31, 2011
    
    /s/ Jack Murray

Jack MurrayTreasurer/Secretary and DirectorDate: March 31, 2011
    
    /s/ Bruce Bastert

Bruce BastertDirectorDate: March 31, 2011
    
    /s/ Roger Miller

Roger Miller, DirectorDate: March 31, 2011
    
    /s/ Zafar Rizvi

Zafar Rizvi, Director
  64