8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 13, 2008

VeraSun Energy Corporation

(Exact name of registrant as specified in its charter)

South Dakota	000-32913	20-3430241
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 22^nd Avenue

Brookings, SD 57006

(Address of principal executive offices)

(605) 696-7200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

VeraSun Energy Corporation (“VeraSun”) reported the completion of its acquisition of US BioEnergy Corporation (“US BioEnergy”) in its Current Report on Form 8-K filed on April 1, 2008. VeraSun amended such report to include the financial statements and pro forma financial information required by Item 9.01 in its Current Report on Form 8-K/A filed on April 11, 2008.

This Current Report on Form 8-K reports the historical unaudited condensed consolidated financial statements of US BioEnergy and its subsidiaries as of and for the three months ended March 31, 2008 and the unaudited condensed combined pro forma statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008.

This Current Report on Form 8-K also includes in Exhibit 99.3 hereto condensed consolidating financial statements for VeraSun and guarantor and nonguarantor subsidiaries of VeraSun, as described in Exhibit 99.3, as of and for the three and six months ended June 30, 2008.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired

The historical audited consolidated financial statements of US BioEnergy and its subsidiaries as of December 31, 2007 and 2006 and for each of the years in the three-year period ended December 31, 2007 are filed as Exhibit 99.1 to Form 8–K/A filed on April 11, 2008 and are incorporated herein by reference.

The historical unaudited condensed consolidated financial statements of US BioEnergy and its subsidiaries as of and for the three months ended March 31, 2008 are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited combined company condensed combined pro forma statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 are filed as Exhibit 99.1 of this Form 8-K and are incorporated herein by reference.

(d) Exhibits

The following exhibits are included herein:

Exhibit No.	Description
23.1	Consent of McGladrey & Pullen, LLP.
99.1	Unaudited combined company condensed combined pro forma statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008, and notes to unaudited condensed combined pro forma statements of operations.
99.2	US BioEnergy’s unaudited condensed consolidated financial statements as of March 31, 2008 and December 31, 2007 and for the three months ended March 31, 2008 and 2007.
99.3	Unaudited condensed consolidating financial statements of VeraSun Energy Corporation and guarantor and nonguarantor subsidiaries of VeraSun Energy Corporation, as described in Exhibit 99.3, as of and for the three and six months ended June 30, 2008.
99.4	Audited consolidated financial statements of VeraSun Energy Corporation and the related notes for the year ended December 31, 2007 (incorporated by reference to Items 8 and 15 of VeraSun Energy Corporation’s Annual Report on Form 10-K filed on March 12, 2008).
99.5	Unaudited condensed consolidated financial statements of VeraSun Energy Corporation and the related notes as of and for the six months ended June 30, 2008 (incorporated by reference to Item 1 of VeraSun Energy Corporation’s Quarterly Report on Form 10-Q filed on August 11, 2008).

SIGNATURES

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

	VERASUN ENERGY CORPORATION
Date: August 13, 2008	By:	/s/ Bryan Meier
		Bryan Meier
		Vice President, Finance and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of McGladrey & Pullen, LLP.
99.1	Unaudited combined company condensed combined pro forma statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008, and notes to unaudited condensed combined pro forma statements of operations.
99.2	US BioEnergy’s unaudited condensed consolidated financial statements as of March 31, 2008 and December 31, 2007 and for the three months ended March 31, 2008 and 2007.
99.3	Unaudited condensed consolidating financial statements of VeraSun Energy Corporation and guarantor and nonguarantor subsidiaries of VeraSun Energy Corporation, as described in Exhibit 99.3, as of and for the three and six months ended June 30, 2008.
99.4	Audited consolidated financial statements of VeraSun Energy Corporation and the related notes for the year ended December 31, 2007 (incorporated by reference to Item 8 and 15 of VeraSun Energy Corporation’s Annual Report on Form 10-K filed on March 12, 2008).
99.5	Unaudited condensed consolidated financial statements of VeraSun Energy Corporation and the related notes as of and for the six months ended June 30, 2008 (incorporated by reference to Item 1 of VeraSun Energy Corporation’s Quarterly Report on Form 10-Q filed on August 11, 2008).

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-135117 and 333-148315) of VeraSun Energy Corporation of our reports dated March 11, 2008 relating to our audits of consolidated financial statements, the financial statement schedule and internal control over financial reporting, which appear in the Annual Report on Form 10-K of VeraSun Energy Corporation for the year ended December 31, 2007 and are incorporated by reference in this Current Report on Form 8-K.

In addition, we consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-135117 and 333-148315) of VeraSun Energy Corporation of our reports dated March 14, 2008 related to our audits of US BioEnergy Corporation’s consolidated financial statements and internal controls over financial reporting, which appear in the Current Report on Form 8-K/A of VeraSun Energy Corporation filed on April 11, 2008 and are incorporated by reference in this Current Report on Form 8-K.

Sioux Falls, South Dakota

August 13, 2008

EX-99.1

Exhibit 99.1

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

VeraSun Energy Corporation and its subsidiaries are collectively referred to as “VeraSun,” the “Company,” “we,” “us” and “our”. The unaudited condensed combined pro forma statements of operations for the year ended December 31, 2007, and the six months ended June 30, 2008, are presented to show how VeraSun might have looked had the acquisition of US BioEnergy Corporation (“US BioEnergy”) occurred on January 1, 2007. On August 17, 2007, VeraSun acquired ASA OpCo Holdings, LLC from ASAlliances Biofuels, LLC (“ASAB”). The unaudited condensed consolidated pro forma statement of operations for VeraSun for the year ended December 31, 2007, combines information from the historical consolidated statement of operations of VeraSun for the year ended December 31, 2007, with the unaudited historical statement of operations of ASAB for the period from January 1, 2007, through August 17, 2007, as if the acquisition had occurred on January 1, 2007. The notes to the unaudited condensed combined pro forma statements of operations describe certain pro forma adjustments to give effect to the acquisition, had it been consummated on the assumed date.

The unaudited condensed combined pro forma statement of operations for the year ended December 31, 2007, combines information from the unaudited condensed consolidated pro forma statement of operations of VeraSun and historical consolidated statement of operations of US BioEnergy for the year ended December 31, 2007. The unaudited condensed combined pro forma statement of operations for the six months ended June 30, 2008, combines information from the historical unaudited condensed consolidated statement of income of VeraSun for the six months ended June 30, 2008 and historical unaudited condensed consolidated statement of earnings of US BioEnergy for the three months ended March 31, 2008.

The unaudited condensed combined pro forma statements of operations were prepared using the purchase method of accounting. The allocation of the purchase price of US BioEnergy as reflected in these condensed combined pro forma statements of operations has been based on the preliminary estimate of the fair values of US BioEnergy’s tangible and intangible assets acquired and liabilities assumed as of April 1, 2008, the completion date of the acquisition.

These pro forma statements of operations are not necessarily indicative of the results of operations that would have occurred had the acquisitions been consummated on the assumed dates. Additionally, future results may vary significantly from the results reflected in the pro forma statements of operations due to changes in future transactions and other factors. These pro forma statements of operations have been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes for the year ended December 31, 2007, incorporated by reference to our 2007 Form 10-K, our unaudited condensed consolidated financial statements and the related notes for the six months ended June 30, 2008, included in our second quarter Form 10-Q, the audited consolidated financial statements and the related notes for the year ended December 31, 2007, of US BioEnergy, filed as Exhibit 99.1 to amendment No. 1 to Form 8-K filed on April 11, 2008, which are incorporated by reference into this Form 8-K, and the unaudited condensed consolidated financial statements and the related notes for the three months ended March 31, 2008, of US BioEnergy, filed as Exhibit 99.2 to this Form 8-K.

COMBINED COMPANY

UNAUDITED CONDENSED COMBINED PRO FORMA

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2007

	Pro Forma VeraSun			Historical US BioEnergy			Adjustments			Pro Forma Combined
	(In thousands, except per share data)
Net sales	$	848,281		$	588,614		$	19,800	(a)	$	1,484,554
								11,600	(b)
								(23,023)	(c)
								39,282	(d)
Cost of goods sold		753,087			517,665			(23,023)	(c)		1,330,811
								39,282	(d)
								(3,244)	(e)
								32,769	(f)
								12,428	(g)
								(4,356)	(h)
								3,732	(i)
								2,471	(o)
Gross profit		95,194			70,949			(12,400	)		153,743
Startup expenses		4,961			—			—			4,961
Selling, general and administrative expenses		50,559			41,130			(914)	(j)		90,775
Loss on impairment of assets		—			2,471			(2,471)	(o)		—
Operating income		39,674			27,348			(9,015	)		58,007
Other income (expense):
Interest expense		(33,376	)		(8,609	)		(9,762)	(k)		(51,747	)
Interest income		11,711			6,587			—			18,298
Equity in net income of unconsolidated subsidiary		—			2,827			(2,827)	(l)		—
Other income (expense)		(241	)		880			—			639
		(21,906	)		1,685			(12,589	)		(32,810	)
Income before income taxes and minority interest		17,768			29,033			(21,604	)		25,197
Income tax provision		4,975			11,706			(7,561	)(m)		9,120
Income before minority interest		12,793			17,327			(14,043	)		16,077
Minority interest in net loss of subsidiary, net of income taxes		—			79			—			79
Net income	$	12,793		$	17,406		$	(14,043	)	$	16,156
Per share data:
Income per common share - basic	$	0.14								$	0.10
Basic weighted average number of common shares		94,160						64,789	(n)		158,949
Income per common share - diluted	$	0.13								$	0.10
Diluted weighted average number of common and common equivalent shares		97,737						65,745	(n)		163,482

See notes to unaudited condensed combined pro forma statements of operations.

VERASUN ENERGY CORPORATION

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2007

	Historical									Pro Forma
	VeraSun			ASAB			Adjustments			VeraSun
	(In thousands, except per share data)
Net sales	$	848,281		$	—		$	—		$	848,281
Cost of goods sold		752,382			—			705	(a)		753,087
Gross profit		95,899			—			(705	)		95,194
Start-up expenses		4,961			—			—			4,961
Selling, general and administrative expenses		37,519			38,635			(25,595)	(b)		50,559
Operating income (loss)		53,419			(38,635	)		24,890			39,674
Other income (expense):
Interest expense		(33,376	)		(3,338	)		3,338	(b)		(33,376	)
Interest income		16,855			273			(5,417)	(c)		11,711
Other income (expense):		57			(298	)		—			(241	)
Income (loss) before income taxes		36,955			(41,998	)		22,811			17,768
Income tax provision		10,348			—			(5,373)	(d)		4,975
Net income (loss)	$	26,607		$	(41,998	)	$	28,184		$	12,793
Per share data:
Income per common share - basic	$	0.32								$	0.14
Basic weighted average number of common shares		82,659						11,501	(e)		94,160
Income per common share - diluted	$	0.31								$	0.13
Diluted weighted average number of common and common equivalent shares		86,236						11,501	(e)		97,737

See notes to unaudited condensed combined pro forma statements of operations.

COMBINED COMPANY

UNAUDITED CONDENSED COMBINED PRO FORMA

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2008

	Historical									Pro Forma
	VeraSun			US BioEnergy			Adjustments			Combined
	(In thousands, except per share data)
Net sales	$	1,531,642		$	197,155		$	32	(c)	$	1,740,527
								11,698	(d)
Cost of goods sold		1,424,570			171,446			32	(c)		1,609,386
								11,698	(d)
								(811)	(e)
								2,685	(f)
								(1,167)	(h)
								933	(i)
Gross profit		107,072			25,709			(1,640	)		131,141
Startup expenses		6,702			—			—			6,702
Restructuring charge		2,004			—			—			2,004
Selling, general and administrative expenses		27,682			9,524			(229)	(j)		36,977
Total selling, general and administrative expenses:		36,388			9,524			(229	)		45,683
Operating income		70,684			16,185			(1,411	)		85,458
Other income (expense):
Interest expense		(26,314	)		(405	)		—	(k)		(26,719	)
Interest income		1,548			763			—			2,311
Equity in net income of unconsolidated subsidiary		—			618			(618)	(l)		—
Other income (expense)		714			(6,202	)		—			(5,488	)
		(24,052	)		(5,226	)		(618	)		(29,896	)
Income before income taxes and minority interest		46,632			10,959			(2,029	)		55,562
Income tax provision		15,175			6,204			(761)	(m)		20,618
Income before minority interest		31,457			4,755			(1,268	)		34,944
Minority interest in net loss of subsidiary		6			7			—			13
Net income	$	31,463		$	4,762		$	(1,268	)	$	34,957
Per share data:
Income per common share - basic	$	0.25								$	0.22
Basic weighted average number of common shares		124,836						32,395	(n)		157,231
Income per common share - diluted	$	0.25								$	0.22
Diluted weighted average number of common and common equivalent shares		127,350						32,873	(n)		160,223

See notes to unaudited condensed combined pro forma statements of operations.

VERASUN ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED COMBINED

PRO FORMA STATEMENTS OF OPERATIONS

Purchase Price

These unaudited condensed combined pro forma statements of operations reflect a preliminary allocation of the purchase price as if the acquisition had been completed on January 1, 2007. The preliminary allocations are subject to change based on finalization of the fair values of the tangible and intangible assets acquired and liabilities assumed. The relevant tangible assets consist mainly of US BioEnergy’s property, plant and equipment. Identifiable intangible assets include favorable and unfavorable contracts related to US BioEnergy’s business such as ethanol sales contracts, corn purchase contracts, customer relationships and lease agreements. The purchase price of $756.9 million has been calculated as follows:

Number of shares of US BioEnergy common stock outstanding at the closing date of the merger (in thousands)		79,986
Exchange ratio		0.81
Shares of VeraSun issued (in thousands)		64,789
Multiplied by VeraSun’s weighted average stock price for the period two business days before and three business days after the November 29, 2007 announcement of acquisition	$	11.36	$	736,001
Fair value of VeraSun’s stock options issued in exchange for US BioEnergy’s stock options outstanding as of the close date of the acquisition (1)				14,664
Other, including VeraSun’s transaction (registering and issuing) costs				7,296
Less: Cost of registering equity securities				(1,063	)
Purchase price			$	756,898

The preliminary allocation of the purchase price based on the estimated fair values of US BioEnergy’s assets and liabilities assumed in the acquisition are as follows (in thousands):

Assets acquired:
Cash	$	51,339
Other current assets		142,917
Property, plant and equipment		1,069,350
Intangible assets		55,694
Goodwill (2)		101,773
Other non-current assets		6,571
Total assets acquired		1,427,644
Liabilities assumed:
Current liabilities, excluding current maturities on long-term debt		85,055
Long – term debt		460,979
Deferred tax liability		101,411
Other long – term liabilities		19,387
Minority interest in consolidated subsidiaries		3,914
Total liabilities assumed		670,746
Net assets acquired	$	756,898

(1) The fair value of VeraSun’s options issued in exchange for US BioEnergy’s stock options was determined using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0.0%; expected volatility of 65%; risk-free rate of 3.0%; and an expected life of 6.9 years.

VERASUN ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED COMBINED

PRO FORMA STATEMENTS OF OPERATIONS

(2) The excess of purchase price over the estimated fair value of identifiable net assets acquired has been classified as goodwill. The major factors that contribute to goodwill include the expected future profitability of US BioEnergy, the market position of US BioEnergy, its existing facilities and plants under construction given their geographic locations, and its successful track record of plant completions and start-ups.

In the ASA Acquisition (signed on July 22, 2007), the ASAB shareholders received consideration consisting of approximately 13.8 million shares of VeraSun stock (valued at the time at $194.3 million) and $250 million of cash. ASAB’s business consisted of three facilities in Linden, Indiana, Albion, Nebraska, and Bloomingburg, Ohio in different stages of completion with an estimated production capacity of approximately 330 MMGY, of which 110 MMGY came online after the signing of the transaction, but before it closed. The allocation of this purchase price resulted in goodwill of $158.9 million, representing the excess of purchase price over the estimated fair value of identifiable net assets. The major factors that contributed to goodwill included the expected future profitability of ASAB’s facilities which reflected the spreads between commodities prices for corn and ethanol prevailing at the time, the comparative ease of integrating a less mature business without management functions (which were not acquired), the geographic locations of ASAB’s facilities, and the significant contribution to VeraSun’s production capacity compared to pre-acquisition levels, which helped establish VeraSun’s strategic position as a consolidator in a highly fractured industry.

The smaller amount of goodwill recorded in the acquisition of US BioEnergy reflects developments in the industry in the interim and differences in the transaction structures. In particular, over the course of 2007, the spread between corn and ethanol prices narrowed significantly, which contributed to a fall in the stock prices of VeraSun and US BioEnergy as well as other ethanol companies. The closing prices of VeraSun’s and US BioEnergy’s stock as of July 20, 2007 (the last trading day before the signing of the ASA Acquisition) and November 28, 2007 (the last trading day before the signing of acquisition agreement with US BioEnergy) fell from $13.72 and $10.59 to $10.64 and $8.03, respectively. Structurally, the transactions differ in that the transaction with US BioEnergy involves a merger of equals with consideration consisting entirely of VeraSun stock (other than cash to be paid in lieu of fractional shares). As a result, US BioEnergy shareholders can continue to participate in the development of the combined company to a significantly larger extent than the shareholders of ASAB who only received a portion of their consideration in stock.

Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performed an interim impairment test of its goodwill, identifiable intangible assets and all its long-lived assets as of April 1, 2008, due to events and changes in circumstances that indicated an impairment might have occurred. The major factor deemed by management to have constituted an impairment triggering event was the sustained decrease in the Company stock price relative to the book value of the Company coupled with a significant issuance of common stock, pursuant to the acquisition of US BioEnergy.

The Company estimated the fair value of the enterprise utilizing several fair value measurement techniques, including two market estimates and one income estimate, and using relevant data available through and as of April 1, 2008. Under the market approaches, the fair value of the enterprise was estimated based upon the fair value of invested capital for VeraSun, as well as a separate comparison to revenue and earnings before interest, taxes, deprecation, and amortization, “EBITDA,” multiples for similar publicly traded companies in the renewable energy industry. The fair value estimates using both market approaches included a control premium similar to those observed for historical renewable energy company market transactions. Under the income approach, the fair value of the enterprise was estimated based upon the present value of estimated future cash flows for VeraSun. The income approach is dependent on a number of critical management assumptions including estimates of ethanol and distiller sales price, corn and natural gas cost, appropriate discount rates and other relevant assumptions.

Taking into consideration a weight of the two market estimates and the income estimate the indicated fair value of the enterprise was more than its carrying value, and therefore, the Company was not required to perform step two of the SFAS 142 goodwill impairment testing methodology.

Due to extreme corn and crude oil price volatility, tight credit markets, the volatility of the Company’s stock price and the resulting decline in its market capitalization and, the uncertain economic environment, as well as other uncertainties, the Company can provide no assurance that a material impairment charge to goodwill, intangible assets and all long lived assets will not occur in a future period. The Company will continue to monitor circumstances and events in future periods to determine whether additional interim asset impairment testing is warranted.

VERASUN ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED COMBINED

PRO FORMA STATEMENTS OF OPERATIONS

Pro Forma Statements of Operations adjustments related to the Combined Company US Bio Energy acquisition

(a) Represents an adjustment to revenue for unfavorable ethanol sales contracts acquired, upon delivery of the contracted ethanol.

(b) Represents an adjustment to revenue for unfavorable distillers sales contracts acquired, upon delivery of the contracted distillers grains.

(c) Represents an income statement reclassification of US BioEnergy’s mark-to-market income (loss) on ethanol hedges to be consistent with VeraSun’s presentation policies.

(d) Represents an income statement reclassification to record US BioEnergy’s freight costs as cost of goods sold versus netting with net sales to be consistent with VeraSun’s presentation policies.

(e) Reflects the reduction in depreciation expense associated with recording US BioEnergy’s property and equipment at its preliminary estimated fair value based upon a 19 year average economic life.

(f) Represents an adjustment to cost of goods sold for favorable corn purchase contracts acquired.

(g) Represents an adjustment to cost of goods sold for the fair value adjustment of corn inventories acquired.

(h) Reflects an adjustment to cost of goods sold for unfavorable rail car contracts.

(i) Reflects the amortization related to the finite-lived identifiable intangible assets related to the US BioEnergy acquisition.

(j) Reflects the elimination of the CEO salary of US BioEnergy. The CEO of US BioEnergy did not transition to VeraSun but became a non-executive director of VeraSun upon completion of the transaction. It is not anticipated that any additional employees will be hired to carry out any of the duties previously performed by US BioEnergy’s CEO.

(k) Represents amortized debt discount on the fair value adjustment to debt for 2007. No adjustment to interest expense is required for 2008 for the fair value adjustment to debt as the increased interest cost increases the amount of capitalized interest on construction in progress.

(l) Reflects the elimination of US BioEnergy’s share of net income in Provista Renewable Fuels Marketing, LLC (“Provista”). On March 31, 2008, US BioEnergy and CHS Inc. (“CHS”) executed a Purchase Agreement, whereby US BioEnergy sold all of its fifty-percent membership interest in Provista to CHS, effective on April 1, 2008.

(m) Reflects the tax effect of the pro forma adjustments based on the estimated effective rate of 37.5% for 2008 and 35% for 2007.

(n) Reflects the issuance of 64,789,000 shares of common stock as consideration paid for US BioEnergy and the dilutive effect of stock options.

(o) Reflects the reclassification of loss on impairment of an asset to cost of goods sold, to be consistent with VeraSun’s presentation policy.

VERASUN ENERGY CORPORATION

NOTES TO UNAUDITED CONDENSED COMBINED

PRO FORMA STATEMENTS OF OPERATIONS

Pro Forma Statements of Operations adjustments for VeraSun Energy Corporation related to ASA acquisition

(a) Reflects the amortization related to the finite-lived identifiable intangible assets related to the ASA acquisition.

(b) Reflects the elimination of non-recurring ASAB level expenses directly related to the acquisition. On August 17, 2007, VeraSun purchased all of the equity interests in ASA Holdings from ASAB. ASA Holdings owns three biorefineries, which were substantially all of the key operating assets of ASAB. On August 17, 2007, employees at the ASAB level were terminated with the exception of six employees who were temporarily retained to address transitional issues and terminated employment on February 17, 2008. All of the functions provided by ASAB were absorbed by VeraSun’s existing organization without adding additional employees. The pro forma adjustments for the year ended December 31, 2007 include $11.3 million of severance costs, $7.4 million of transactional costs (primarily investment banking fees), and $6.9 million of expense related to the write-off of deferred financing fees associated with the ASAB debt (not assumed). Interest expense was eliminated entirely as it related to ASAB debt that was not assumed. Interest expense related to ASA Holdings’ facilities under construction was capitalized as part of construction costs.

(c) Reflects the reduction of interest income related to cash consideration for the purchase of ASA Holdings. Interest income is calculated at 4% per annum.

(d) Reflects the income tax effect of the results of operations of the acquired entity and the pro forma adjustments at an estimated effective tax rate of 28.0% for 2007.

(e) Reflects the issuance of 13,801,284 shares of common stock as part of the consideration paid for ASA Holdings.

EX-99.2

Exhibit 99.2

US BioEnergy Corporation

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

	March 31, 2008		December 31, 2007
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	51,339	$	54,432
Receivables (related party 2008, $41,913; 2007, $36,233)		58,402		42,609
Inventories		59,316		40,368
Prepaid expenses and other current assets		10,489		9,989
Deferred income taxes		3,231		4,279
Total current assets		182,777		151,677
Goodwill		63,991		63,991
Other long-term assets		10,615		10,036
		74,606		74,027
Property and equipment, net		995,436		943,141
Total assets	$	1,252,819	$	1,168,845
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current maturities of long-term debt	$	25,668	$	17,024
Accounts payable		15,844		10,035
Accrued expenses and other current liabilities		24,464		20,170
Short-term debt		9,000		—
Total current liabilities		74,976		47,229
Long-term debt		450,005		413,298
Construction payable (related party 2008, $33,848; 2007, $21,750)		40,474		31,488
Deferred income taxes		52,938		47,839
Other long-term liabilities		597		811
		544,014		493,436
Total liabilities		618,990		540,665
Minority interest in consolidated subsidiary		3,914		3,921
Commitments and Contingencies
Shareholders’ Equity
Preferred stock, $0.01 par value; authorized 75,000,000 shares; issued none		—		—
Common stock, $0.01 par value; authorized 750,000,000 shares; 79,986,696 and 79,582,679 shares issued and outstanding as of March 31, 2008, and December 31, 2007, respectively		800		796
Additional paid-in capital		590,599		589,710
Retained earnings		38,516		33,753
Total shareholders’ equity		629,915		624,259
Total liabilities and shareholders’ equity	$	1,252,819	$	1,168,845

See notes to condensed consolidated financial statements.

US BioEnergy Corporation

Condensed Consolidated Statements of Earnings

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2008			2007
	(Unaudited)
Revenues:
Product sales (related party 2008, $157,522; 2007, $113,376)	$	197,155		$	130,048
Other revenues		—			2,169
Total revenues		197,155			132,217
Cost of goods sold:
Cost of product sales		171,446			113,149
Cost of services and commissions		—			926
Total cost of goods sold		171,446			114,075
Gross profit		25,709			18,142
Selling, general and administrative expenses		9,524			7,568
Operating income		16,185			10,574
Other (expense) income:
Interest expense		(405	)		(4,409	)
Interest income		763			2,293
Other (expense) income, net		(6,202	)		23
Equity in net income of unconsolidated subsidiary		618			283
Total other expense, net		(5,226	)		(1,810	)
Income before income taxes and minority interest		10,959			8,764
Income tax expense		(6,204	)		(3,529	)
Minority interest in net loss of subsidiary		7			7
Net income	$	4,762		$	5,242
Income per common share:
Basic	$	0.06		$	0.08
Diluted		0.06			0.08
Weighted-average shares outstanding (in thousands):
Basic		79,591			67,974
Diluted		80,404			68,913

See notes to condensed consolidated financial statements.

US BioEnergy Corporation

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

	Three Months Ended March 31,
	2008			2007
	(Unaudited)
Cash Flows from Operating Activities
Net income	$	4,762		$	5,242
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation		7,320			5,007
Amortization		126			916
Minority interest in net loss of subsidiary		(7	)		(7	)
Stock-based compensation expense		1,065			681
Deferred income taxes		6,203			3,992
Change in derivative financial instruments		(3,257	)		5,827
Equity in net income of unconsolidated subsidiary		(618	)		(283	)
Changes in working capital components, net of effects of business acquisitions:
Receivables		(15,793	)		(13,059	)
Inventories		(18,948	)		617
Accounts payable		5,809			10,237
Accrued expenses and other liabilities		3,909			(1,464	)
Other, net		2,614			1,178
Net cash (used in) provided by operating activities		(6,815	)		18,884
Cash Flows from Investing Activities
Purchases of property and equipment		(50,629	)		(45,770	)
Deposits made		—			297
Net cash used in investing activities		(50,629	)		(45,473	)
Cash Flows from Financing Activities
Proceeds from long-term debt		47,877			125,495
Repayments of long-term debt		(2,526	)		(37,974	)
Net proceeds from short-term borrowings		9,000			(845	)
Decrease in checks written on controlled disbursement account		—			(13,221	)
Debt issuance costs paid		—			(1,550	)
Proceeds from the issuance of common stock		—			29
Net cash provided by financing activities		54,351			71,934
Net (decrease) increase in cash and cash equivalents		(3,093	)		45,345
Cash and Cash Equivalents
Beginning of period		54,432			170,099
End of period	$	51,339		$	215,444

See notes to condensed consolidated financial statements.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1: Basis of Presentation and Significant Accounting Policies

Description of Business:

The Company owns and operates production plants that produce corn-based ethanol and distillers grains utilizing dry-grind technology. The Company conducts its business through wholly owned subsidiaries, as well as businesses that it owns less than a majority, or noncontrolling, interest in.

On March 31, 2008, the Company completed the closing of the merger with VeraSun Energy Corporation (VeraSun), pursuant to the Agreement and Plan of Merger, dated as of November 29, 2007, by and among VeraSun, Host Acquisition Corporation (a direct, wholly owned subsidiary of VeraSun) and the Company. The merger became effective on April 1, 2008.

Per the arrangements of the merger, each outstanding share of Company common stock is converted into 0.810 shares of VeraSun common stock (plus cash in lieu of fractional shares), and each outstanding US BioEnergy stock option and restricted stock award issued under a US BioEnergy equity-based compensation plan is converted into a VeraSun stock option or restricted stock award, as applicable, in each case on the same terms and conditions as were applicable under such US BioEnergy equity-based compensation plans. As a result of the merger, effective April 1, 2008, former US BioEnergy shareholders will own approximately 41.0% of the outstanding shares of VeraSun stock.

Principles of Consolidation:

The accompanying condensed consolidated financial statements include the accounts of US BioEnergy Corporation (US BioEnergy or USBE) and its wholly owned subsidiaries, US Bio Albert City, LLC (Albert City); US Bio Dyersville, LLC (Dyersville); US Bio Hankinson, LLC (Hankinson); US Bio Janesville, LLC (Janesville); US Bio Ord, LLC (Ord); US Bio Marion, LLC (Marion); US Bio Platte Valley, LLC (Platte Valley); US Bio Woodbury, LLC (Woodbury); UBE Services, LLC (UBE Services); and United Bio Energy Ingredients, LLC (UBE Ingredients), collectively referred to as UBE, and its 50% investment in Provista Renewable Fuels Marketing LLC, (Provista) and joint venture Big River Resources Grinnell, LLC (Grinnell), all of which are collectively referred to herein as the “Company.” All material intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated balance sheet as of December 31, 2007, which has been derived from the Company’s audited financial statements, and the unaudited March 31, 2008 and 2007, condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the financial position and results of operations and cash flows for the interim periods presented.

Management is required to make certain estimates and assumptions which affect the amounts of assets, liabilities, revenues and expenses the Company has recorded, and its disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. The results of the interim periods are not necessarily indicative of the results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 previously filed with the Securities and Exchange Commission.

The Company had no significant changes to its significant accounting policies during the three months ended March 31, 2008.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Recent Accounting Pronouncements:

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161), which acts as an amendment to SFAS No. 133, and requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently accessing the impact of SFAS No. 161 on its consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which amends Accounting Research Bulletin No. 51. SFAS No. 160 improves the relevance, comparability and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. This statement is effective for fiscal years beginning after December 15, 2008, and early adoption is not permitted. The provisions of this standard must be applied retrospectively upon adoption. The Company has assessed SFAS No. 160 and has determined that the impact of the adoption of this statement will result in minority interest being reported as a component of shareholders’ equity.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to increase consistency and comparability in fair value measurements by defining fair value, establishing a framework for measuring fair value in generally accepted accounting principles, and expanding disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

In February 2008, the FASB issued “Effective Date of FASB Statement No. 157,” FASB Statement of Position (FSP) No. 157-2 (FSP No. 157-2). FSP No. 157-2 delays the effective date of SFAS No. 157 until fiscal years beginning after November 15, 2008, for fair value measurements of nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at lease annually).

As of January 1, 2008, the Company adopted SFAS No. 157 for all assets and liabilities measured at fair value except for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis, as permitted by FSP No. 157-2. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. For additional discussion and required disclosures, see Note 7 to these condensed consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which included an amendment of FASB Statement 115. This statement provides companies with an option to report selected financial assets and liabilities at fair value in an attempt to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. A company that adopts SFAS No. 159 will report unrealized gains and losses, on items for which the fair value option has been elected, in earnings at each subsequent reporting date. This statement is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company adopted SFAS No. 159 in January 2008, but did not elect fair value as an alternative, as provided in the statement.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141(R)), to improve reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable and relevant information for investors and other users of financial statements, as well as to reduce the complexity of existing GAAP. This statement is effective for fiscal years beginning after December 15, 2008, and early adoption is not permitted. The provisions of this statement are to be applied prospectively to business combination transactions in the first annual reporting period beginning on or after December 15, 2008. The provisions of SFAS No. 141(R) will only have an impact on the Company if it is party to a business combination after the pronouncement is adopted.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 2: Inventories

Inventories consist of the following (in thousands):

	March 31, 2008		December 31, 2007
Raw materials	$	43,082	$	33,527
Work-in-process		6,856		3,106
Finished goods		9,378		3,735
	$	59,316	$	40,368

Note 3: Property and Equipment

Property and equipment consist of the following (in thousands):

	March 31, 2008		December 31, 2007
Land and land improvements	$	71,388	$	47,223
Buildings		144,513		94,391
Leasehold improvements		205		205
Machinery and equipment		407,372		270,168
Office furniture and equipment		6,536		5,448
Construction in progress		402,014		554,994
Property and equipment		1,032,028		972,429
Less: accumulated depreciation		36,592		29,288
Property and equipment, net	$	995,436	$	943,141

Note 4: Notes Payable and Long-Term Debt

As of March 31, 2008, $393.6 million was outstanding under various credit facilities with AgStar, as administrative agent and as a lender, and a group of other lenders, which was comprised of $152.0 million of construction loans, $184.9 million of senior secured term loans, $54.7 million of revolving term loans and $2.0 million of seasonal revolving loans. As of March 31, 2008, the Company had $14.3 million of outstanding letters of credit. In addition, the Company had $28.0 million of seasonal revolving loan borrowing capacity that was available for working capital needs.

As of March 31, 2008, Marion had outstanding borrowings under a Dougherty Funding LLC (Dougherty) construction loan of $79.8 million and $7.0 million outstanding on its seasonal revolving credit facility. Marion also has availability of $7.3 million under a letters of credit agreement with First Bank & Trust, a South Dakota state bank, to be issued on behalf of Marion to satisfy the requirements of certain utility service providers to secure Marion’s contractual obligation to them under certain agreements with these service utility providers. As of March 31, 2008, Marion had outstanding letters of credit with First Bank & Trust of $7.3 million, and the Company funded $0.2 million.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Long-term and short-term debt consisted of the following at March 31, 2008, and December 31, 2007 (in thousands):

	March 31, 2008		December 31, 2007
Long-Term Debt
Construction loans bearing interest at 3.15% above the one-month LIBOR, interest payable quarterly	$	151,975	$	121,696
Construction loan bearing interest at 4.00% above the three-month LIBOR, interest payable monthly		79,763		62,164
Senior secured term loans bearing interest at 2.90% above the one-month LIBOR, with monthly principal and interest payments through February 2012 and September 2012, the respective dates of maturity for remaining principal		95,750		97,013
Senior secured term loan bearing interest at 3.25% above the one-month LIBOR, with quarterly principal and interest payments through November 2011 and March 2012, the respective dates of maturity for remaining principal		89,111		90,336
Revolving term loans bearing interest ranging from 2.90% to 3.25% above the one-month LIBOR, interest payable monthly, due on various dates ranging through February 2012 and September 2012		46,763		46,763
Revolving term loan bearing interest at 3.25% above the one-month LIBOR, interest payable monthly, due November 2011		8,000		8,000
Community redevelopment revenue bonds and economic development loans		4,311		4,350
		475,673		430,322
Less current maturities		25,668		17,024
Total long-term debt	$	450,005	$	413,298
	March 31, 2008		December 31, 2007
Short-Term Debt
Revolving note payable to bank bearing interest at 4.00% above the one-month LIBOR, interest payable monthly	$	7,000	$	—
Revolving note payable to bank bearing interest at 3.25% above the one-month LIBOR, interest payable monthly		2,000		—
Total short-term debt	$	9,000	$	—

Certain debt financing arrangements of the Company’s subsidiaries limit the subsidiaries’ ability to pay dividends or make distribution to USBE. Included in the condensed consolidated balance sheets of the Company were $586.6 million and $565.2 million of net assets of the subsidiaries at March 31, 2008, and December 31, 2007, respectively, which are available for operations at the subsidiary level, but not for corporate purposes.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 5: Earnings Per Common Share

A reconciliation of net income and common stock share amounts used in the calculation of basic and diluted earnings or loss per share (EPS) for the three months ended March 31, 2008 and 2007, are as follows:

	Three Months Ended March 31
	Net Income		Weighted- Average Shares Outstanding	Per Share Amount
	(in thousands)
2008:
Basic EPS	$	4,762	79,591,327	$	0.06
Effects of dilutive securities:
Exercise of stock options		—	812,438		—
Diluted EPS	$	4,762	80,403,765	$	0.06
2007:
Basic EPS	$	5,242	67,973,982	$	0.08
Effects of dilutive securities:
Exercise of stock options		—	939,243		—
Diluted EPS	$	5,242	68,913,225	$	0.08

Options outstanding of 429,275 and 612,125 in 2008 and 2007, respectively, and restricted stock of 154,938 and 115,996, respectively, were not included in the computation of diluted EPS because their effect would have been antidilutive.

Note 6: Stock-Based Compensation and Payments

For the three months ended March 31, 2008 and 2007, the Company recognized expenses of $1.1 million and $0.7 million, respectively, for all stock-based compensation arrangements, and recognized related deferred income tax benefits of $0.4 million and $0.2 million, respectively. In addition to the options granted under the plans, the Company has 1,625,000 options outstanding which were granted outside of the Company’s 2005 Plan. As of March 31, 2008, there were 65,500 shares outstanding under the 2005 Plan, of which all vested immediately prior to the merger with VeraSun.

Stock Incentive Plans:

The Company’s 2006 stock incentive plan provides for the issuance of stock-based awards, including stock options and restricted stock, to employees and directors. Stock options under these plans generally have a seven- to ten-year life, an exercise price equal to the fair market value on the grant date, and a five-year vesting period. During the vesting period, ownership of these shares cannot be transferred. Restricted stock granted to employees generally vests in three to five years as long as the employees are still employed by the Company. The restricted stock granted to the Board of Directors vests on the date of the Company’s annual shareholders’ meeting. As with stock options, restricted stock ownership cannot be transferred during the vesting period.

The maximum number of shares reserved under the plan is 6,560,943 shares of Class A common stock (Award Shares). Award Shares covered by expired or terminated stock options and forfeited shares of restricted stock may be used for subsequent awards under the plan. The Company has the ability to settle equity awards by issuing shares held in treasury or through the issuance of authorized but unissued common stock. As of March 31, 2008, there were 4,979,948 shares available to be awarded under the 2006 Plan. No awards shall be granted under the 2006 Plan more than 10 years after the date of adoption of the 2006 Plan.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Restricted Stock:

Under the 2006 Plan, the Company has made several restricted stock awards, including 23,000 shares of restricted stock to certain employees in January 2008 and an award of 409,542 shares of restricted stock to all employees, also in January 2008. Of the 432,542 shares issued in January 2008, 195,142 will vest immediately upon change in control. In April 2007, the Company awarded 24,240 shares of restricted stock to local advisory board members. In May and October of 2007, the Company issued 21,612 and 3,862 shares of restricted stock, respectively, to the Board of Directors, and in August 2007 the Company granted 338,707 shares of restricted stock to employees. In December 2006, the Company awarded 223,952 shares of restricted stock to certain employees and 19,250 shares of restricted stock to certain members of the Company’s Board of Directors under the 2006 Plan. The Company historically applied an average annual forfeiture rate of 2% when calculating the number of shares expected to vest, based upon comparable information for similar businesses. During the second quarter of 2007, the Company re-evaluated the forfeiture rate, and as a result of this evaluation, the Company will apply a forfeiture rate of 15% on any future grants, except those grants to Board members, which do not have a forfeiture rate. Unrecognized compensation expense related to the restricted stock grants was approximately $6.8 million at March 31, 2008, of which awards with an approximate value of $3.0 million were recognized as compensation expense on April 1, 2008, as a result of the acceleration of vesting upon the change of control, and the remainder were exchanged for VeraSun restricted stock grants.

A summary of nonvested restricted shares for the three months ended March 31, 2008, is as follows:

	Number of Nonvested Shares		Weighted- Average Grant Date Fair Value
Outstanding on December 31, 2007	465,517		$	11.77
Granted	432,542			7.88
Vested	(100,981	)		10.77
Forfeited	(19,100	)		9.35
Outstanding on March 31, 2008	777,978			9.77

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Stock Options:

Stock options under the 2005 and 2006 Plans (Plans) are subject to a vesting period of up to five years from the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period. The term of an incentive stock option may not exceed 10 years (or five years if issued to an optionee who owns or is deemed to own more than 10% of the combined voting power of all classes of the Company’s stock, a subsidiary or any affiliate). The exercise price of a stock option may not be less than the fair market value of the stock on the date the option is granted or, in the event the optionee owns more than 10% of the combined voting power of all classes of capital stock of the Company and an incentive stock option is granted to such optionee, the option exercise price shall not be less than 110% of the fair market value of the stock on the date the option is granted.

	Number of Stock Options		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding on December 31, 2007	2,230,525		$	5.92
Granted	—			—
Exercised	(19,250	)		4.05
Forfeited	(600	)		12.04
Expired	(4,400	)		8.52
Outstanding on March 31, 2008	2,206,275		$	5.93	7.83	$	3,376
Exercisable at March 31, 2008	1,815,771		$	4.47	7.67	$	3,287

As of March 31, 2008, there was $2.5 million of unrecognized compensation expense related to nonvested stock options, of which options with an approximate value of $1.6 million were recognized as compensation expense on April 1, 2008, as a result of the acceleration of vesting upon the change of control, and the remainder were exchanged for VeraSun stock options.

In September 2007, the Company entered into a change in control agreement with each of its executive officers, which provides severance payments and continued welfare benefits to the applicable executive officers if the executive officer’s employment with the Company is terminated by the Company other than for cause or if its executive officer resigns for good reason, in each case within two years following a change in control of the Company. The merger with VeraSun on April 1, 2008, constituted such a change in control; therefore, each of the executive officers of the Company became entitled to the payments provided for in the change in control agreement. The total aggregate severance payments and continued welfare benefits to be paid to executive officers as a result of a change in control on April 1, 2008, is approximately $5.4 million.

Note 7: Fair Value Disclosure

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157 for assets and liabilities recognized at fair value on a recurring basis. SFAS No. 157 establishes a framework for measuring fair value and requires enhanced disclosures about assets and liabilities carried at fair value.

As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between participants at the measurement date. SFAS No. 157 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels, as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets or liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed by the New York Stock Exchange and commodity derivative contracts listed on the Chicago Board of Trade.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Level 2 – Pricing quotes are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices.

Level 3 – Significant inputs to pricing have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2008. As required by SFAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and liabilities and their placement within the fair value hierarchy levels.

	At Fair Value as of March 31, 2008
	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	258	$	—	$	258
Total	$	—	$	258	$	—	$	258
Liabilities:
Derivative financial instruments	$	9,256	$	—	$	—	$	9,256
Total	$	9,256	$	—	$	—	$	9,256

The Company enters into various commodity derivative instruments, including forward contracts, futures, options, swaps and other over-the-counter agreements. The fair value of the Company’s commodity derivatives is determined using unadjusted quoted prices for identical instruments on the applicable exchange in which US BioEnergy transacts. When quoted prices of identical instruments are not available, US BioEnergy uses forward price curves derived from market price quotations. Market price quotations are obtained from independent energy brokers, exchanges, direct communication with market participants and actual transactions executed by US BioEnergy. Market price quotations for certain inputs are generally readily obtainable for the applicable term of US BioEnergy’s outstanding commodity derivative instruments, and therefore, US BioEnergy’s forward price curves for those locations and periods reflect observable market quotes. The fair value of commodity derivative instruments are recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Note 8: Commitments and Contingencies

As of March 31, 2008, the Company had commitments to Fagen, Inc., an entity controlled by Roland (Ron) Fagen, one of the Company’s largest shareholders, of approximately $64.8 million. These commitments are in connection with the Company’s ethanol construction projects currently underway at Hankinson, North Dakota; Dyersville, Iowa; and Janesville, Minnesota, and at the recently completed Marion, South Dakota, plant.

Contingencies:

The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdiction in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of material at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health, and the production, handling, storage and use of hazardous materials to prevent environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable and the costs can be reasonably estimated. No such liabilities were recorded at March 31, 2008.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

The Company is involved in various legal and regulatory proceedings which arise in the ordinary course of business. In December 2006, a former equity holder of Platte Valley, which the Company acquired in April 2006, asserted claims against the Company, Ron Fagen and an entity controlled by Mr. Fagen in the District Court of Douglas County, Nebraska, relating to the Company’s acquisition of Platte Valley alleging, among other things, fraud and breach of fiduciary duty. The plaintiff seeks unspecified damages. The Company believes the claims lack merit.

Credit Risk:

The Company extends credit to customers in the ordinary course of business. A substantial portion of its customers’ ability to honor their contracts is dependent upon the ethanol industry. The Company has a significant concentration of accounts receivable with Provista, its ethanol marketing joint venture.

The Company maintains its cash balances with commercial banks in deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. At March 31, 2008, the Company had $51.4 million of cash equivalents which were invested in money market funds held through two banking institutions.

Note 9: Related-Party Transactions

Transactions With Fagen, Inc. and Affiliates:

Fagen, Inc., a company related by common ownership, has either constructed, or is in the process of constructing, all of the Company’s ethanol plants. For the three months ended March 31, 2008 and 2007, the Company paid Fagen, Inc. $42.5 million and $16.6 million, respectively, for construction services. At March 31, 2008, and December 31, 2007, the Company had outstanding payables to Fagen, Inc. of $33.8 million and $21.8 million, respectively.

Transactions With CHS Inc.:

The Company’s executive offices are located in Inver Grove Heights, Minnesota, where office space is leased from CHS. For each of the three months ended March 31, 2008 and 2007, the Company paid CHS $0.2 million as rent under the lease for this office space. In conjunction with the merger with VeraSun on April 1, 2008, the lease was assigned to VeraSun.

The Company purchased $8.3 million and $3.0 million of grain from CHS during the three-month periods ended March 31, 2008 and 2007, respectively.

In March 2008, effective April 1, 2008, the Company sold all of its fifty percent membership interest in Provista Renewable Fuels Marketing, LLC (Provista) to CHS.

Transactions With Provista Renewable Fuels Marketing LLC:

Provista is a 50%–owned equity method affiliate of the Company. In March 2006, the Company entered into a master agreement whereby Provista markets all the ethanol production at its existing and future plants, except the Marion plant. For the three months ended March 31, 2008 and 2007, the Company sold $157.5 million and $113.4 million of ethanol to Provista, respectively. Sales to Provista are net of marketing fees based on a percentage of the ethanol sales price, terminal storage fees and outbound freight. In addition, the Company reimburses Provista for amounts paid to lease ethanol railcars and to repair and maintain these cars.

Revenues are net of marketing fees, terminal storage fees and outbound freight related to sales transactions of $13.0 million and $11.2 million for the three months ended March 31, 2008 and 2007, respectively. In addition, for the three months ended March 31, 2008 and 2007, the Company paid Provista $2.1 million and $1.4 million, respectively, related to utilization of ethanol railcars, which include fees related to future repairs and maintenance on these cars and are recorded in cost of goods sold.

At March 31, 2008, and December 31, 2007, the Company had outstanding receivables from Provista of $41.9 million and $36.2 million, respectively, related to sales transactions.

US BioEnergy Corporation

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 10: Income Tax Matters

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations with each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.

The Company’s effective tax rate is higher than the federal statutory rate due primarily to $6.3 million of nondeductible transaction costs incurred in connection with the sale of the Company’s stock to VeraSun, which have been included in other expenses in the condensed consolidated statement of earnings.

The Company is currently under examination by the Internal Revenue Service for tax years 2005 and 2006. The examination is expected to be competed by the end of 2008. The Company does not anticipate any material changes to the Company’s financial position or results of operations as a result of the audits.

Note 11: Subsequent Events

As a result of the merger with VeraSun, US BioEnergy notified the NASDAQ Stock Market LLC (NASDAQ) of its intent to remove its common stock from listing and requested that the NASDAQ file a delisting application on Form 25 with the Securities and Exchange Commission (the Commission) to delist and deregister its common stock. NASDAQ filed the Form 25 with the Commission after the close of business on March 31, 2008, and the filing became effective on April 1, 2008.

The total aggregate severance payments and continued welfare benefits to be paid to nonexecutive employees as a result of the merger is approximately $2.8 million.

On March 31, 2008, the Company and CHS Inc. (CHS) executed a purchase agreement whereby the Company sold all of its fifty percent membership interest in Provista Renewable Fuels Marketing LLC (Provista) to CHS, which became effective on April 1, 2008. In connection with this purchase agreement, the Company’s debt guarantee agreement with Provista was terminated on April 1, 2008. Effective August 31, 2008, the Company plans to terminate its marketing agreement with Provista.

On March 31, 2008, the Company terminated its services agreement with Capitaline Advisors, LLC, effective immediately. Capitaline Advisors, LLC is an entity that is owned and controlled by Gordon W. Ommen, the Company’s former president and chief executive officer.

EX-99.3

Exhibit 99.3

VERASUN ENERGY CORPORATION

UNAUDITED GUARANTOR / NON-GUARANTOR

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Under the universal shelf registration statement on Form S-3 (the “Registration Statement”) filed by VeraSun Energy Corporation (“Company” or “VEC”), certain wholly-owned subsidiaries of the Company may fully and unconditionally guarantee, on a joint and several basis, debt securities that may be offered from time to time by the Company under the Registration Statement. The following tables present unaudited condensed consolidating financial information for (i) the Company, (ii) all of the subsidiaries of the Company that may guarantee debt securities offered under the Registration Statement and (iii) subsidiaries of the Company that would not guarantee such debt securities, as of June 30, 2008, and for the three and/or six months then ended. VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Marketing, LLC, VeraSun Hartley, LLC, VeraSun Welcome, LLC, VeraSun Biodiesel, LLC, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, VeraSun Litchfield, LLC, VeraSun Tilton, LLC, and US BioEnergy Corporation, each a wholly-owned subsidiary of VEC, are combined as guarantors. This report does not constitute an offer of any securities for sale.

Certain debt financing arrangements of the Company’s non-guarantor subsidiaries limit the non-guarantor subsidiaries’ ability to pay dividends or make distributions to the guarantor companies. The Company’s unaudited condensed consolidated balance sheet includes approximately $604 million of net assets of the non-guarantor subsidiaries at June 30, 2008, which, subject to limitations under the applicable financing arrangements, would generally be available to fund operations and investments at a particular non-guarantor subsidiary, but would not be available to the guarantor subsidiaries for general corporate purposes.

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2008

ASSETS

(in thousands)

	Issuer		Guarantors		Non-Guarantors		Eliminations and Consolidations			Consolidated
Current Assets
Cash and cash equivalents	$	2,034	$	—	$	31,930	$	(5,523	)	$	28,441
Restricted cash		1,525		—		13,252		—			14,777
Trade receivables		—		66,261		103,634		(2,897	)		166,998
Inventories		—		109,799		93,121		7,737			210,657
Prepaid expenses and other assets		—		128,216		22,366		(42,806	)		107,776
Derivative financial instruments		—		39,850		24,383		—			64,233
Deferred income taxes		—		1,765		—		(917	)		848
Total current assets		3,559		345,891		288,686		(44,406	)		593,730
Other Assets
Goodwill		6,106		18,180		242,493		—			266,779
Other intangible assets		—		—		66,344		—			66,344
Other long-term assets		2,610		19,363		5,260		—			27,233
Debt issuance costs, net		18,077		—		—		—			18,077
Deferred income taxes		22,813		—		—		(22,813	)		—
Investment in subsidiaries		1,450,392		738,462		1,837		(2,190,691	)		—
		1,499,998		776,005		315,934		(2,213,504	)		378,433
Property and equipment, net		13,928		829,795		1,631,196		5,903			2,480,822
	$	1,517,485	$	1,951,691	$	2,235,816	$	(2,252,007	)	$	3,452,985

VERASUN ENERGY CORPORATION

UNAUDITED GUARANTOR / NON-GUARANTOR

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

Condensed Consolidating Balance Sheet (continued)

JUNE 30, 2008

LIABILITIES AND SHAREHOLDERS’ AND MEMBERS’ EQUITY

(in thousands)

	Issuer			Guarantors		Non-Guarantors		Eliminations and Consolidations			Consolidated
Current Liabilities
Outstanding checks in excess of bank balance	$	—		$	14,319	$	—	$	(14,319	)	$	—
Current maturities of long-term debt		—			—		51,124		—			51,124
Accounts payable		18,707			134,311		60,065		(36,252	)		176,831
Accrued expenses and other liabilities		5,379			12,274		24,538		—			42,191
Derivative financial instruments		—			38,964		2,743		—			41,707
Deferred income taxes		538			—		379		(917	)		—
Total current liabilities		24,624			199,868		138,849		(51,488	)		311,853
Long-Term Liabilities
Long-term debt, less current maturities		697,682			—		699,036		—			1,396,718
Deferred income taxes		—			126,446		53,961		(22,813	)		157,594
Other long-term liabilities		1,444			10,652		34,953		—			47,049
		699,126			137,098		787,950		(22,813	)		1,601,361
Minority interest in consolidated subsidiary		—			—		3,908		—			3,908
Intercompany (receivable) payable		(737,328	)		605,532		131,796		—			—
Shareholders’ and Members’ Equity		1,531,063			1,009,193		1,173,313		(2,177,706	)		1,535,863
	$	1,517,485		$	1,951,691	$	2,235,816	$	(2,252,007	)	$	3,452,985

VERASUN ENERGY CORPORATION

UNAUDITED GUARANTOR / NON-GUARANTOR

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2008

(in thousands)

	Issuer			Guarantors			Non-Guarantors			Eliminations and Consolidations			Consolidated
Net sales	$	3,930		$	495,336		$	522,272		$	(6,370	)	$	1,015,168
Cost of goods sold		81			466,458			483,045			(6,370	)		943,214
Gross profit		3,849			28,878			39,227			—			71,954
Startup expenses		—			2,651			1,940			—			4,591
Restructuring charge		2,004			—			—			—			2,004
Selling, general and administrative expenses		11,662			948			3,707			—			16,317
Operating income (loss)		(9,817	)		25,279			33,580			—			49,042
Other income (expense):
Interest expense		(17,391	)		(7,143	)		(10,782	)		19,815			(15,501	)
Interest income		16,215			844			206			(16,658	)		607
Equity in earnings of subsidiaries		28,928			12,104			—			(41,032	)		—
Other income		2,485			50			(2,295	)		—			240
		30,237			5,855			(12,871	)		(37,875	)		(14,654	)
Income before income taxes and minority interest		20,420			31,134			20,709			(37,875	)		34,388
Income tax provision (benefit)		(3,470	)		7,111			6,863			—			10,504
Income before minority interest		23,890			24,023			13,846			(37,875	)		23,884
Minority interest in net loss of subsidiary, net of income taxes		—			—			6			—			6
Net income	$	23,890		$	24,023		$	13,852		$	(37,875	)	$	23,890

VERASUN ENERGY CORPORATION

UNAUDITED GUARANTOR / NON-GUARANTOR

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2008

(in thousands)

	Issuer			Guarantors			Non-Guarantors			Eliminations and Consolidations			Consolidated
Net sales	$	7,757		$	875,619		$	654,636		$	(6,370	)	$	1,531,642
Cost of goods sold		120			816,406			614,414			(6,370	)		1,424,570
Gross profit		7,637			59,213			40,222			—			107,072
Startup expenses		—			3,777			2,925			—			6,702
Restructuring charge		2,004			—			—			—			2,004
Selling, general and administrative expenses		21,010			2,293			4,379			—			27,682
Operating income (loss)		(15,377	)		53,143			32,918			—			70,684
Other income (expense):
Interest expense		(34,578	)		(14,140	)		(14,172	)		36,576			(26,314	)
Interest income		31,956			1,694			217			(32,319	)		1,548
Equity in earnings of subsidiaries		40,731			12,104			—			(52,835	)		—
Other income		2,674			335			(2,295	)		—			714
		40,783			(7	)		(16,250	)		(48,578	)		(24,052	)
Income before income taxes and minority interest		25,406			53,136			16,668			(48,578	)		46,632
Income tax provision (benefit)		(6,057	)		15,874			5,358			—			15,175
Income before minority interest		31,463			37,262			11,310			(48,578	)		31,457
Minority interest in net loss of subsidiary, net of income taxes		—			—			6			—			6
Net income	$	31,463		$	37,262		$	11,316		$	(48,578	)	$	31,463

VERASUN ENERGY CORPORATION

UNAUDITED GUARANTOR / NON-GUARANTOR

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2008

(in thousands)

	Issuer			Guarantors			Non-Guarantors			Eliminations and Consolidations			Consolidated
Net cash provided by (used in) operating activities	$	(171,748	)	$	97,334		$	31,453		$	4,249		$	(38,712	)
Cash Flows from Investing Activities
Purchases of property and equipment		3,512			(129,474	)		(58,646	)		(4,249	)		(188,857	)
US BioEnergy acquisition, net of transaction costs		(6,233	)		16,292			35,047			—			45,106
Proceeds from the sale of short-term investments		43,175			—			—			—			43,175
Change in restricted cash		(1,525	)		—			(13,252	)		—			(14,777	)
Payments for other long-term assets and liabilities		1,232			(872	)		(2,400	)		—			(2,040	)
Proceeds from sales of equipment		—			1,300			—			—			1,300
Net cash (used in) provided by investing activities		40,161			(112,754	)		(39,251	)		(4,249	)		(116,093	)
Cash Flows from Financing Activities
Proceeds from long-term debt		40,500			—			56,592			—			97,092
Principal payments on long-term debt		—			—			(19,696	)		—			(19,696	)
Debt issuance cost paid		(3,655	)		—			—			—			(3,655	)
Cost of registering equity securities		(1,063	)		—			—			—			(1,063	)
Net effect of the exercise of stock options		(374	)		—			—			—			(374	)
Outstanding checks in excess of bank balance		—			5,523			—			(5,523	)		—
Net cash provided by (used in ) financing activities		35,408			5,523			36,896			(5,523	)		72,304
Net (decrease) increase in cash and cash equivalents		(96,179	)		(9,897	)		29,098			(5,523	)		(82,501	)
Cash and cash equivalents, beginning of period		98,213			9,897			2,832			—			110,942
Cash and cash equivalents, end of period	$	2,034		$	—		$	31,930		$	(5,523	)	$	28,441