UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ	þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended ~~May 27,~~November 25, 2006OR

		OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from ~~_____________~~to ~~_____________~~.

Commission file number 333-115164

U.S. PREMIUM BEEF, LLC

(Exact name of registrant as specified in its charter)

DELAWARE		20-1576986
(State or other jurisdiction of	~~(I.R.S. Employer~~
incorporation or organization)		(I.R.S. Employer Identification No.)

12200 North Ambassador Drive
Kansas City, MO 64163
(Address of principal executive offices)

Telephone: (866) 877-2525
(~~Registrant’s~~Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ~~“accelerated~~"accelerated filer and large accelerated ~~filer”~~filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filero Accelerated Filero Non-Accelerated Filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The ~~registrant’s~~registrant's equity is not traded on an exchange or in any public market. As of ~~June 24,~~December 30 , 2006, there were ~~736,005~~735,505 Class A units and ~~736,005~~735,505 Class B units outstanding.

TABLE OF CONTENTS

~~TABLE OF CONTENTS~~

PART I.	FINANCIAL INFORMATION	Page No.


Item 1.	Financial Statements	1

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition	10
	and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17 13

Item 4.	Controls and Procedures	18 14


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	18 15

Item 1A.	Risk Factors	19 15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19 15

Item 3.	Defaults Upon Senior Securities	19 15

Item 4.	Submission of Matters to a Vote of Security Holders	19 15

Item 5.	Other Information	19 16

Item 6.	Exhibits	19 16

	Signatures	21 17

Unless the context indicates or otherwise requires, the terms ~~“the Company”~~"the Company", ~~“we”~~"we", ~~“our”~~"our" and ~~“us”~~"us" refer to U.S. Premium Beef, LLC (formerly known as U.S. Premium Beef, Ltd.) and its consolidated subsidiaries. As used in this report, the term ~~“NBP”~~"NBP" refers to National Beef Packing Company, LLC (formerly known as Farmland National Beef Packing Company, LP), a Delaware limited liability company, and ~~“USPB”~~"USPB" refers to U.S. Premium Beef, LLC (formerly known U.S. Premium Beef, Ltd.) prior to consolidation.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)

		May 27,		August 27,
Assets		2006		2005
								November 25,		August 26,
						Assets		2006		2006
		(unaudited)						(unaudited)
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	49,521	$	54,428	Cash and cash equivalents	$	61,182	$	58,434
Accounts receivable, less allowance for returns and doubtful accounts	Accounts receivable, less allowance for returns and doubtful accounts					Accounts receivable, less allowance for returns and doubtful accounts
	of $3,690 and $3,903 in fiscal years 2006 and 2005, respectively		153,356		170,854	of $2,517 and $2,412 in fiscal years 2007 and 2006, respectively		164,232		173,233
Due from affiliates	Due from affiliates		1,343		2,979	Due from affiliates		2,599		3,391
Other receivables	Other receivables		7,253		3,385	Other receivables		5,924		5,943
Inventory	Inventory		115,027		85,426	Inventory		138,711		145,009
Other current assets	Other current assets		11,410		9,920	Other current assets		22,351		20,171
	Total current assets		337,910		326,992	Total current assets		394,999		406,181
Property, plant and equipment, at cost	Property, plant and equipment, at cost		285,632		258,493	Property, plant and equipment, at cost		340,029		331,500
Less accumulated depreciation	Less accumulated depreciation		(62,201)		(43,331)	Less accumulated depreciation		(76,834)		(69,490)
	Net property, plant and equipment		223,431		215,162	Net property, plant and equipment		263,195		262,010
Goodwill	Goodwill		78,858		78,858	Goodwill		79,542		79,411
Other intangible assets, net of accumulated amortization	Other intangible assets, net of accumulated amortization					Other intangible assets, net of accumulated amortization
of $4,612 and $3,335 in fiscal years 2006 and 2005, respectively			27,824		28,426
of $5,761 and $5,276 in fiscal years 2007 and 2006, respectively						of $5,761 and $5,276 in fiscal years 2007 and 2006, respectively		29,925		30,562
Other assets	Other assets		6,194		6,710	Other assets		6,013		6,594
	Total assets	$	674,217	$	656,148	Total assets	$	773,674	$	784,758

Liabilities and Capital Shares and Equities
						Liabilities and Capital Shares and Equities
Current liabilities:	Current liabilities:					Current liabilities:
Current installments of long-term debt	Current installments of long-term debt	$	2,957	$	1,030	Current installments of long-term debt	$	3,404	$	3,400
Cattle purchases payable	Cattle purchases payable		58,371		54,394	Cattle purchases payable		74,137		58,320
Accounts payable	Accounts payable		44,446		42,514	Accounts payable		53,487		54,449
Due to affiliates	Due to affiliates		455		1,533	Due to affiliates		386		878
Accrued compensation and benefits	Accrued compensation and benefits		20,940		22,168	Accrued compensation and benefits		14,770		27,894
Accrued insurance	Accrued insurance		13,777		15,528	Accrued insurance		17,760		17,651
Other accrued expenses and liabilities	Other accrued expenses and liabilities		16,948		9,389	Other accrued expenses and liabilities		14,400		12,086
Distributions payable	Distributions payable		1,909		1,865	Distributions payable		254		4,880
	Total current liabilities		159,803		148,421	Total current liabilities		178,598		179,558
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, excluding current installments	Long-term debt, excluding current installments		326,506		313,998	Long-term debt, excluding current installments		394,947		380,496
Other liabilities	Other liabilities		4,588		4,738	Other liabilities		2,911		2,961
	Total long-term liabilities		331,094		318,736	Total long-term liabilities		397,858		383,457
	Total liabilities		490,897		467,157	Total liabilities		576,456		563,015
Minority interest in National Beef Packing Company, LLC and Kansas City Steak, LLC			62,409		64,971
Minority interest in National Beef Packing Company and Kansas City Steak, LLC						Minority interest in National Beef Packing Company and Kansas City Steak, LLC		63,165		72,956
Capital shares and equities:	Capital shares and equities:					Capital shares and equities:
Members' capital, 736,005 linked Class A and Class B units authorized,
Members' capital, 735,505 Class A units and 735,505 Class B units						Members' capital, 735,505 Class A units and 735,505 Class B units
	691,845 linked Class A and Class B units issued and outstanding		70,215		73,343	authorized, issued and outstanding		83,350		98,092
Patronage notices	Patronage notices		50,642		50,642	Patronage notices		50,642		50,642
Accumulated other comprehensive income	Accumulated other comprehensive income		54		35	Accumulated other comprehensive income		61		53
	Total capital shares and equities		120,911		124,020	Total capital shares and equities		134,053		148,787
	Total liabilities and capital shares and equities	$	674,217	$	656,148	Total liabilities and capital shares and equities	$	773,674	$	784,758

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.					See accompanying notes to consolidated financial statements.

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Statements of Operations
(in ~~thousands)~~thousands, except per unit data)

	13 weeks ended		13 weeks ended		39 weeks ended		39 weeks ended		13 weeks ended		13 weeks ended
	May 27, 2006		May 28, 2005		May 27, 2006		May 28, 2005		November 25, 2006		November 26, 2005
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)

Net sales	$	1,134,514	$	1,126,574	$	3,310,278	$	3,204,021	$	1,273,025	$	1,095,738

Costs and expenses:
Cost of sales		1,085,946		1,082,875		3,241,210		3,131,662		1,270,083		1,084,545
Selling, general and administrative expenses		9,980		8,953		28,575		26,505		10,434		9,390
Depreciation and amortization		7,095		6,142		20,569		18,231		7,868		6,595

Total costs and expenses		1,103,021		1,097,970		3,290,354		3,176,398		1,288,385		1,100,530

Operating income		31,493		28,604		19,924		27,623
Operating loss										(15,360)		(4,792)

Other income (expense):
Interest income		317		204		867		506		557		258
Interest expense		(8,040)		(7,330)		(23,210)		(21,793)		(9,349)		(7,373)
Minority owners' interest in net (income) loss
Minority owners' interest in net loss
of National Beef Packing Co., LLC		(11,617)		(9,867)		644		(1,087)		11,097		5,606
Minority owners' interest in net (income)
loss of Kansas City Steak, LLC		(52)		55		(120)		(156)
Minority owners' interest in net income
of Kansas City Steak, LLC										(52)		(14)
Equity in loss of aLF Ventures, LLC		(39)		(128)		(119)		(523)		(29)		(47)
Interest rate exchange agreement		-		-		-		105
Other, net		718		402		1,962		(2,074)		289		504

Income (loss) before taxes		12,780		11,940		(52)		2,601
Loss before taxes										(12,847)		(5,858)

Income tax benefit (expense)		128		(843)		(1,048)		(1,939)
Income tax expense										(228)		(543)

Net income (loss)	$	12,908	$	11,097	$	(1,100)	$	662
Net loss									$	(13,075)	$	(6,401)


Net income (loss) per linked unit:
Net loss per Class A and Class B linked unit:
Basic	$	18.66	$	16.04	$	(1.59)	$	0.96	$	(17.78)	$	(9.25)
Diluted	$	18.33	$	15.74	$	(1.59)	$	0.94	$	(17.78)	$	(9.25)

Outstanding weighted-average Class A and Class B units:
Outstanding weighted-average Class A and Class B linked units:
Basic		691,845		691,845		691,845		691,845		735,505		691,845
Diluted		704,016		705,113		691,845		705,113		735,505		691,845

See accompanying notes to consolidated financial statements.

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)

	39 weeks ended		39 weeks ended		13 weeks ended		13 weeks ended
	May 27, 2006		May 28, 2005		November 25, 2006		November 26, 2005
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Cash flows from operating activities:
Net (loss) income	$	(1,100)	$	662
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss					$	(13,075)	$	(6,401)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		20,569		18,231		7,868		6,595
Gain on disposal of property, plant and equipment		(138)		(167)
Loss (gain) on disposal of property, plant and equipment						27		(83)
Minority interest		(660)		1,204		(11,045)		(5,592)
Write-off of debt issuance costs		-		2,552
Interest rate exchange agreement		-		(105)
Changes in assets and liabilities:
Accounts receivable		17,498		172		9,001		813
Due from affiliates		1,636		169		792		412
Other receivables		(668)		1,316		1,321		(192)
Inventories		(29,601)		(10,807)		6,298		(13,265)
Other assets		(974)		1,978		(1,599)		(232)
Accounts payable		1,291		(244)		(2,933)		2,766
Due to affiliates		(1,078)		40		(492)		(917)
Accrued compensation and benefits		(1,228)		(1,644)		(13,124)		(4,781)
Accrued insurance		(1,751)		666		109		(1,478)
Other accrued expenses and liabilities		7,409		7,353		2,264		3,773
Cattle purchases payable		2,804		2,857		4,604		6,197
Net cash provided by operating activities		14,009		24,233
Net cash used in operating activities						(9,984)		(12,385)
Cash flows from investing activities:
Capital expenditures, including interest capitalized		(22,758)		(13,958)		(9,931)		(4,988)
Acquistion of intangible assets		(675)		-
Proceeds from sale of property, plant and equipment		832		1,312		55		250
Net cash used in investing activities		(22,601)		(12,646)		(9,876)		(4,738)
Cash flows from financing activities:
Net receipts (payments) under revolving credit lines		7,274		(9,794)
Borrowings of term note payable		-		3,594
Repayments of other indebtedness		(764)		(428)
Repayments of notes payable and fees		(772)		(3,116)
Payments of patronage refunds		-		(956)
Cash paid for financing costs		-		(1,653)
Net receipts under revolving credit lines						15,536		8,800
Payments of term notes payable						(258)		(257)
Repayments of other indebtedness / capital leases						(823)		(209)
Change in overdraft balances		1,814		4,220		13,184		5,306
Distributions to minority interest owners in National Beef Packing Co.		(2,689)		(1,210)		(5,039)		(1,865)
Member distributions		(1,197)		(3,121)		-		(1,197)
Net cash provided by (used in) financing activities		3,666		(12,464)
Net cash provided by financing activities						22,600		10,578
Effect of exchange rate changes on cash		19		29		8		1
Net decrease in cash		(4,907)		(848)
Net increase (decrease) in cash						2,748		(6,544)
Cash and cash equivalents at beginning of the period		54,428		43,611		58,434		54,428
Cash and cash equivalents at end of the period	$	49,521	$	42,763	$	61,182	$	47,884
Supplemental cash disclosures:
Cash paid during the period for interest	$	17,595	$	15,120	$	7,123	$	2,746
Cash paid during the period for taxes, net	$	172	$	35	$	53	$	81
Supplemental noncash disclosure:
Supplemental non-cash disclosure:
Assets acquired through capital lease	$	8,697	$	-	$	-	$	4,342


Receivable for final Brawley purchase price adjustment					$	1,302	$	-

See accompanying notes to consolidated financial statements.

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) Interim Financial Statements

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information; therefore, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using ~~management’s~~management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of ~~the~~ contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. For further information, refer to the audited Consolidated Financial Statements and Notes to Consolidated Financial Statements, which are included in ~~the Company’s~~USPB's Annual Report on Form 10-K on file with the Securities and Exchange Commission (SEC) for the fiscal year ended August ~~27, 2005.~~26, 2006. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year. ~~Certain prior year amounts have been reclassified in order to conform to the current year presentation.~~

In December 2004, ~~SFAS~~Statement of Financial Accounting Standard (SFAS) No. 123 (revised 2004),Shared-Based Payment,, was issued. SFAS 123R requires an entity to recognize, in the statement of operations, the grant-date fair-value of stock options and other equity-based compensation issued to employees. The Company was required to adopt SFAS 123R on August 28, 2005. The adoption of SFAS 123R had no effect on the ~~Company’s~~Company's consolidated financial statements.

NB Finance Corp., a wholly-owned finance subsidiary of NBP, is a co-issuer on a joint and several basis with NBP of the Senior Notes, which are ~~NBP’s~~NBP's senior unsecured obligations, ranking equal in right of payment with all of its other senior unsecured obligations. NB Finance Corp. has nominal assets and conducts no business or operations. There are no significant restrictions on the ability of subsidiaries to transfer funds to NBP.

(2) New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", to address uncertainty in income taxes recognized in an enterprise's financial statements. Specifically, FIN 48 prescribes (a) a consistent recognition threshold and (b) a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides related guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will apply to fiscal years beginning after December 15, 2006, with earlier adoption permitted. The Company is in the initial stage of evaluating the impact FIN 48 may have, if any, on its Consolidated Financial Statements.

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (SAB 108), "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." Traditionally there have been two widely recognized methods for quantifying the effects of financial statement misstatements: the "roll-over" method and the "iron curtain" method. The roll-over method focuses primarily on the impact of a misstatement on the income statement, including the reversing effect of prior year misstatements. The iron-curtain method focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement. In SAB 108, the SEC staff established an approach that is commonly referred to as a "dual approach" as the SEC now requires quantification of errors under both the iron curtain and the roll-over methods. SAB 108 was adopted by the Company during the first quarter of fiscal year 2007. The adoption of SAB 108 did not have any effect on the Company's financial position, net earnings or prior year financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157 (SFAS 157), "Fair Value Measurements". This statement establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 defines fair value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". SFAS 157 will apply to fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact SFAS 157 may have, if any, on its Consolidated Financial Statements.

(3) Inventories

Inventories at ~~May 27,~~November 25, 2006 and August ~~27, 2005~~26, 2006 consisted of the following (in thousands):

	May 27,		August 27,		November 25,		August 26,
	2006		2005		2006		2006

Dressed and boxed meat products	$	94,444	$	66,993	$	110,275	$	117,712
Beef by-products		9,219		8,476		16,064		15,180
Supplies		11,364		9,957		12,372		12,117
Total inventory	$	115,027	$	85,426	$	138,711	$	145,009

~~(3)~~ (4) Comprehensive ~~Income (Loss)~~Loss

Comprehensive ~~income (loss),~~loss, which consists of net ~~income (loss)~~loss and foreign currency translation adjustments, was as follows for the periods indicated (in thousands):

	13 weeks ended		13 weeks ended		39 weeks ended		39 weeks ended			13 weeks ended		13 weeks ended
	May 27, 2006		May 28, 2005		May 27, 2006		May 28, 2005			November 25, 2006		November 26, 2005

Net income (loss)	$	12,908	$	11,097	$	(1,100)	$	662
Net loss									$	(13,075)	$	(6,401)
Other comprehensive income:
Foreign currency translation adjustments		4		4		19		29		8		1
Comprehensive income (loss)	$	12,912	$	11,101	$	(1,081)	$	691

Comprehensive loss									$	(13,067)	$	(6,400)

~~(4)~~(5) Minority Interest

At any time after certain dates, the earliest being July 31, 2008, the latest being July 31, 2011, certain members of NBP management and/or NBPCo Holdings, LLC have the right to request that NBP repurchase their interests, the value of which is to be determined by a mutually agreed appraisal process. If NBP is unable to effect the repurchase within a specified time, the requesting member(s) have the right to cause a sale process to commence. NBP accounts for changes in the redemption value of these interests by accreting the change in value over the current period through the earliest redemption date of the respective interests. At ~~May 27,~~November 25, 2006, the minority interest in National Beef was revalued by an independent appraisal process, and the value was determined to be ~~$65.1~~$77.5 million, which was in excess of its carrying value. Accordingly, the carrying value of the minority interest in National Beef increased by approximately ~~$0.3~~$1.7 million through accretion during the thirteen weeks ended ~~May 27,~~November 25, 2006, resulting in a carrying value of ~~$61.7~~$62.3 million which is reflected in the accompanying Consolidated Balance Sheet as of ~~May 27,~~November 25, 2006.

~~(5)~~(6) Contingencies

Schumacher v. Tyson Foods, et al.On July 1, 2002, a lawsuit was filed against Farmland National Beef Packing Company, L.P. (FNBPC or the predecessor to NBP), ConAgra Beef Company, Tyson Foods, Inc. and Excel Corporation in the United States District Court for the District of South Dakota seeking certification of a class of all persons who sold cattle to the defendants for cash, or on a basis affected by the cash price for cattle, during the period from April 2, 2001 through May 11, 2001 and for some period up to two weeks thereafter. The case was filed by three named plaintiffs on behalf of a putative nationwide class that plaintiffs estimate is comprised of hundreds or thousands of members. The complaint ~~alleges~~alleged that the defendants, in violation of the Packers and Stockyards Act of 1921, knowingly used, without correction or disclosure, incorrect and misleading boxed beef price information generated by the USDA to purchase cattle offered for sale by the plaintiffs at a price substantially lower than was justified by the actual and correct price of boxed beef during this period. Plaintiffs also ~~seek~~sought recovery against all defendants under a theory of unjust enrichment. The case was certified as a class-action matter in June of 2004. The plaintiffs claimed damages against FNBPC in the amount of approximately $4.5 million plus prejudgment interest, ~~attorneys’~~attorneys' fees and court costs. The claim is subject to reduction in an unknown amount by the number of class members who have opted out of the class. Trial began March 31, 2006. On April 13, 2006, the jury returned a verdict in favor of FNBPC but against the other defendants. The defendants found liable ~~have~~ filed post-trial motions for judgment as a matter of law, which ~~are now pending. Plaintiffs have~~were denied. The plaintiffs did not ~~filed~~file a post-trial motion ~~against~~seeking to set aside the jury's verdict for FNBPC. The court has not yet entered a final judgment or appealable order and, until it does, the time for an appeal does not begin to run.

NBP's wholly owned subsidiary, National Carriers, Inc., has various independent contractor drivers who are involved in accidents from time to time, which in the aggregate could result in a material liability for the Company.

The Company is also a party to a number of other lawsuits and claims arising out of the operation of its business. Management believes the ultimate resolution of such matters should not have a material adverse effect on the ~~Company’s~~Company's financial condition, results of operations, or liquidity.

~~(6)~~(7) United States BSE Outbreak

On December 23, 2003, it was announced by the United States Department of Agriculture (USDA) that a single Holstein dairy cow was discovered in the state of Washington to have tested positive for bovine spongiform encephalopathy (BSE). The origin of the animal was subsequently traced to a farm in Canada. Shortly after the announcement, several countries, including Japan, representing a substantial share of ~~NBP’s~~NBP's export business, closed their borders to the importation of edible beef products from the United States. ACertain by-products have been classified as Specified Risk Materials (SRMs), and have been banned from use in feedstocks and the human food chain. Some of these products previously enjoyed a market in foreign countries. The closure of most foreign markets to U.S. beef following the discovery of this cow in Washington state, and lack of alternative U.S. markets for many products which previously were exported, negatively impacted the revenue per head realized by the U.S. beef packing industry.

The reopening of U.S. export markets was further hampered by discovery in 2005 of a second case of BSE in ~~Texas was confirmed in June~~the U.S. as well as additional precautions required by some other importing countries. In December 2005, ~~with a third case in Alabama confirmed in March 2006.~~

~~On December 8, 2005, the Japanese Food Safety Commission issued its final report, concluding that~~Japan opened their border to U.S. beef ~~under 20 months~~but subsequently closed a short time later as a result of ~~age is safe~~a U.S. packer erroneously shipping a product not approved for ~~Japanese consumers.~~export to Japan. On ~~December 11, 2005,~~July 26, 2006, Japan ~~reopened~~agreed to reopen its market to U.S. ~~and Canadian~~ beef ~~from cattle~~aged 20 months ~~of age or~~and younger where prior to the border closing, there were no age restrictions on cattle used in beef products imported to Japan. Beef from cattle that would have qualified for export to Japan had to comply with requirements for age verification of cattle and removal of specified risk materials (SRMs). Subsequently, on January 20, 2006, Japan halted the importafter an inspection of U.S. beef ~~after vertebral columns were found~~processing plants. Shipments of U.S. beef to Japan commenced in ~~three boxes from~~August 2006. In September 2006, Korea announced a small U.S. processor. That delivery violated the agreement the U.S. had with Japan regarding vertebral columns, which are included in the definition of SRMs. On June 21, 2006, Japan and the U.S. once again announced an agreement had been reached to permit theprovisional opening of ~~the Japanese markets~~their border to U.S. beef, ~~products once inspections of qualifying U.S. beef plants are completed.~~

~~Announcements of inconclusive, preliminary test results for BSE can be expected from time to time as a result of~~but restrictions imposed with the ~~sensitivity of the new screening regime. Confirmed cases of BSE discovered in the U.S. can lead to~~reopening have created uncertainty regarding ~~domestic consumer demand for~~amounts of beef ~~and the export of U.S. beef.~~ that may qualify.

Neither USPB nor NBP can presently assess the full economic impact of the consequences of BSE on the U.S. beef packing industry or on ~~the Company’s~~its operations. ~~The Company’s revenues and net income may continue to be materially adversely affected due to existing~~Existing or new import restrictions or additional regulatory restrictions or disruptions in domestic consumer demand for ~~beef.~~beef may continue to have a material adverse affect on the Company's revenues and net income.

~~(7)~~(8) Earnings Per Unit

Basic EPU excludes dilution and is computed by dividing income available to unitholders by the weighted-average number of linked Class A and Class B units outstanding for the period. Class A units and Class B units shall be issued, redeemed, and transferred together on a one for one basis until the Board of Directors determines the extent and conditions under which Class A units and Class B units may be issued, redeemed, and transferred separately.

Diluted EPU reflects the potential dilution that could occur if potential unit purchase rights were exercised or contractual appreciation rights were converted into units. Upon termination of the CEO employment agreement, at the election of the CEO, or upon mutual agreement of the Board of the Company and the CEO, the CEO may purchase up to 20,000 Class A and Class B units, or upon agreement of the CEO and the Board of the Company, the CEO may convert the contractual unit appreciation rights to up to 20,000 Class A and Class B units. The diluted EPU reflects the circumstances of termination of the CEO employment agreement, and the election of CEO or agreement by the Board of the Company and the CEO for the CEO to purchase or convert contractual rights to the maximum 20,000 units at $55 per linked Class A and Class B unit for the periods as provided in the CEO employment agreement.

The diluted ~~income (loss)~~loss per linked unit calculation in the following table excludes the effect of the 20,000 unit purchase rights noted above for the ~~thirty-nine~~thirteen week ~~period~~periods ending ~~May 27,~~November 25, 2006 and November 26, 2005 as the effect of including them would have been anti-dilutive to the loss per linked unit calculation.

Loss Per Linked Unit Calculation

(In thousands, except unit and per unit data)	13 Weeks Ended
	November 25, 2006		November 26, 2005
	(unaudited)		(unaudited)
Basic loss per unit
Loss available to unitholders (numerator)	$	(13,075)	$	(6,401)

Outstanding units (denominator)		735,505		691,845

Per unit amount	$	(17.78)	$	(9.25)

Diluted loss per unit
Loss available to unitholders (numerator)	$	(13,075)	$	(6,401)

Outstanding units		735,505		691,845
Effect of dilutive securities - unit options		-		-
Units (demoninator)		735,505		691,845

Per unit amount	$	(17.78)	$	(9.25)

Income (Loss) Per Linked Unit Calculation

(In thousands, except unit and per unit data) 13 Weeks Ended 39 Weeks Ended
May 27, 2006 May 28, 2005 May 27, 2006 May 28, 2005
(unaudited) (unaudited) (unaudited) (unaudited)
Basic income (loss) per unit
Income available to unitholders (numerator) $ 12,908 $ 11,097 $ (1,100) $ 662

Outstanding units (denominator) 691,845 691,845 691,845 691,845

   Per unit amount $ 18.66 $ 16.04 $ (1.59) $ 0.96

Diluted income (loss) per unit
Income available to unitholders (numerator) $ 12,908 $ 11,097 $ (1,100) $ 662

Outstanding units 691,845 691,845 691,845 691,845
Effect of dilutive securities - unit options 12,171 13,268 - 13,268
   Units (demoninator) 704,016 705,113 691,845 705,113

   Per unit amount $ 18.33 $ 15.74 $ (1.59) $ 0.94

~~(8) Long-term Debt and Loan Agreements~~

As of May 27, 2006, we had $329.5 million of long-term debt, of which $3.0 million was classified as a current liability. As of May 27, 2006, NBP’s fourth amended and restated credit facility consisted of a $120.0 million term loan, all of which was outstanding, and a $140.0 million revolving line of credit loan, which had outstanding borrowings of $22.3 million, outstanding letters of credit of $44.5 million and available borrowings of $66.9 million, based on the most restrictive financial covenant calculations. NBP was in compliance with all of the financial covenants under its amended and restated credit facility as of May 27, 2006. In addition to outstanding borrowings under the amended and restated credit facility, the Company had outstanding senior notes of $160.0 million, borrowings under industrial revenue bonds of $13.8 million, a term loan with CoBank, of which $5.4 million was outstanding, and capital leases of $8.0 million as of May 27, 2006.

~~Amended Senior Credit Facilities~~

Effective May 30, 2006, and related to the purchase of the assets of Brawley Beef, LLC (Brawley Beef), USPB amended its Credit Agreement to provide for the acquisition of limited partnership units in National Beef California, L.P. (NBC) and the contribution of those partnership units to NBP in exchange for an increased ownership percentage (see Note 9. ~~Subsequent Events~~).

~~Effective June 1, 2006, and related to the purchase of the assets of Brawley Beef (see Note 9.~~~~Subsequent Events~~), NBP amended and restated its existing senior credit facility with a consortium of banks. The facility now consists of a $170.0 million term loan that matures in May 2016 and a $160.0 million revolving line of credit loan that matures in May 2011 that is subject to certain borrowing base limitations. This amendment and restatement is within the scope of the Emerging Issues Task Force (EITF) 96-19,~~Debtor’s Accounting for a Modification or Exchange of Debt Instruments~~ ~~as well as EITF 98-14,~~~~Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements~~. In accordance with that guidance, a portion of the unamortized loan costs from the previous credit facility as well as additional finance and legal charges associated with the new amended and restated credit facility will be written off during the Company’s fourth quarter of fiscal year 2006. Management is currently evaluating the impact of the guidance on the costs and charges. At the closing of the amended and restated credit facility, NBP had outstanding $170.0 million under the term loan and $21.1 million under the revolving loan with an additional $51.6 million of the revolving loan used in the form of letters of credit and had estimated available borrowings of $76.5 million based on the most restrictive financial covenant calculations.

The borrowings under the revolving loan are available for NBP’s working capital requirements, capital expenditures and other general corporate purposes. The amended and restated credit facility is secured by a first priority lien on substantially all of NBP’s assets. The principal amount outstanding under the term loan shall be payable in semi-annual installments on the last business day of each June and December commencing June 30, 2011 in equal installments of approximately $2.8 million, with any and all remaining principal outstanding being due and payable on the maturity date. Prepayment is allowed at any time.

NBP’s amended and restated credit facility contains covenants that limit its ability to incur additional indebtedness, sell or dispose of assets, pay certain dividends and prepay or amend certain indebtedness among other matters. The amended and restated credit facility also contains a provision for a conversion to more favorable interest rates and more restrictive financial covenants on the earlier of (a) August 25, 2007 or (b) the election of NBP (the Conversion Date). Currently, the interest rate for the term loan is (a) the Base Rate (as defined in the credit agreement) plus 75 basis points or (b) the LIBOR Rate (as defined in the credit agreement) plus 275 basis points, or a combination of these rates at the election of NBP. At closing of the amended and restated credit facility, the interest rate for the term loan was 8.75, as a Base Rate loan. On June 6, 2006, the term loan was converted to a 90 day LIBOR Rate loan at 8.0625%. Currently, the interest rate for the revolving loan is (a) the Base Rate plus 50 basis points or (b) the LIBOR Rate plus 250 basis points, or a combination of these rates at the election of NBP. At closing of the amended and restated credit facility, the interest rate for the revolving loan was 8.5%, as a Base Rate loan. After the Conversion Date, the interest rate for the term loan and revolving loan will be determined by reference to a matrix of rates keyed to NBP’s funded debt to EBITDA (as defined in the credit agreement) ratio.

The amended and restated credit facility imposes certain financial covenants. From May 30, 2006 until the earlier of February 28, 2007 or the Conversion Date, NBP is required to (i) have as of the end of each fiscal quarter a minimum four-quarter rolling EBITDA of $50.0 million and (ii) maintain at all times a minimum Borrowing Base Availability (as defined in the credit agreement) of at least $25.0 million. After February 28, 2007 until the Conversion date, NBP is required to (i) have as of the end of each fiscal quarter a minimum four-quarter rolling EBITDA of $60.0 million and (ii) maintain at all times a minimum Borrowing Base Availability of at least $25.0 million. After the Conversion Date, NBP is required to maintain at all times a specified maximum funded debt to EBITDA ratio, a maximum senior secured funded debt to EBITDA ratio, a minimum four-quarter rolling EBITDA and a minimum four-quarter rolling debt service coverage ratio. In addition, NBP’s annual net capital expenditures are limited to $48 million in fiscal year 2006 and $50 million in each of the fiscal years thereafter.

The amended and restated credit facility contains customary affirmative covenants, including furnishing financial statements, maintenance of insurance, conduct of business, maintenance of properties, and compliance with laws. The facility also contains customary negative covenants, including covenants restricting NBP’s ability to pay certain distributions, incur additional indebtedness, merge with another entity, sell or dispose assets, and make investments or acquire assets, among other restrictions.

~~(9) Subsequent Events~~

On June 1, 2006, USPB and its majority owned subsidiary, NBP, completed the acquisition of substantially all of the assets of Brawley Beef pursuant to the Contribution Agreement with Brawley Beef and NBC (the Agreement). NBC is a newly formed limited partnership with National Carriers, Inc., a wholly-owned subsidiary of NBP, acting as its general partner. Brawley Beef was formed in 2001 and owned by an alliance of cattle producers in Arizona and California who supplied its meat packing operations with cattle. Brawley Beef operated a new beef processing facility that began operations in December 2001in Brawley, California, and produced upscale custom cuts for sale to retail customers.

Pursuant to the terms of the Agreement, Brawley Beef contributed substantially all of its assets to NBC in exchange for limited partnership units of NBC, and NBC assumed approximately $72 million of Brawley Beef’s debt and current liabilities, subject to certain adjustments. Brawley Beef then exchanged all of its NBC units with USPB, for 44,160 new Class A USPB units and 44,160 new Class B USPB units. The value of these Class A USPB units and Class B USPB units was estimated to be $7.3 million based on recent trades at the time the Agreement was negotiated. Under a separate unit exchange agreement between USPB and NBP, USPB exchanged the limited partnership units of NBC with NBP for 5,899,297 Class A units and 664,475 Class B-1 units of NBP. As a result, USPB’s ownership interest in NBP’s Class B voting units increased to 54.76%.

Adjustments to the purchase price will be made within 60 days of closing based on changes in the working capital and debt of Brawley Beef prior to the closing date. For accounting purposes, the closing is deemed to have occurred on May 30, 2006. The Company is currently reviewing the valuation of the net assets acquired in determining the allocation of the purchase price.

Concurrently with the transfer of assets, Brawley Beef entered into long-term cattle supply agreements with both NBC and USPB under which Brawley Beef committed to supply approximately 275,000 head of cattle to NBC’s Brawley facility.

Under the terms of the Agreement, Brawley Beef made customary covenants, representations and warranties and agreed to indemnify NBC and the Company for breaches of these representations and warranties. Brawley Beef can satisfy any indemnification obligations over a three-year period with a combination of cash, deductions from payments under certain cattle contracts or surrender of its USPB units at $165 per unit. In addition, Brawley Beef pledged its USPB units to NBC to secure its obligations under the Agreement. Brawley Beef’s obligations under the Agreement and cattle supply agreements are also supported by limited guaranties from its members.

Item 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations

Disclosure Regarding Forward-Looking Statements

This report contains ~~“forward-looking~~"forward-looking statements,”" which are subject to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements are typically identified by the words ~~“believe,” “expect,” “anticipate,” “intend,” “estimate”~~"believe," "expect," "anticipate," "intend," "estimate" and similar expressions. Actual results could differ materially from those contemplated by these forward-looking statements as a result of many factors, including economic conditions generally and in our principal markets, the availability and prices of live cattle and commodities, food safety, livestock disease, including the identification of cattle with BSE, competitive practices and consolidation in the cattle production and processing industries, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, consolidation among our customers and the potential inability to receive the anticipated benefits from the acquisition of the processing facility in Brawley, ~~Beef acquisition.~~CA.

In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this report will in fact transpire. Readers are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Please review theRisk Factors in Item 1. Business of the ~~Company’s~~Company's Annual Report for the year ended August ~~27, 2005~~26, 2006 on Form 10-K filed with the Securities and Exchange Commission for other important factors that could cause actual results to differ materially from those in any such forward-looking statements, and which should be read in conjunction with this report.

Industry Outlook

Drought conditions provided poor pasture in many important grazing areas of the country and contributed to larger numbers of cattle being placed on feed. The larger number of cattle on feed has increased the supply of market-readyContinued relatively high fed cattle prices, along with limited access to key export markets, has resulted in a difficult environment for beef industry participants. In general, domestic cattle supplies have been anticipated to improve over the next two to three years, however, recent ~~weeks,~~increases in feeding costs have threatened the speed and magnitude at which ~~increases~~ the ~~risk that this~~cattle supply ~~could decline in~~is expected to grow. With uncertainty regarding international market access and the ~~coming months.~~realization of improved cattle supplies, the timing of margin improvements remains uncertain.

Recent Developments

On June 1, 2006, USPB and its majority owned subsidiary, NBP, completed the acquisition of substantially all of the assets of Brawley Beef, LLC (Brawley Beef) pursuant to a Contribution Agreement with Brawley Beef and National Beef California, LP (NBC) (the Agreement). NBC is a newly formed limited partnership with National Carriers, Inc., a wholly-owned subsidiary of NBP, acting as its general partner. Brawley Beef was formed in 2001 and owned by an alliance of cattle producers in Arizona and California who supplied its meat packing operations with cattle. Brawley Beef operated a new beef processing facility that began operations in December 2001in Brawley, California, and produced upscale custom cuts for sale to retail customers.

Effective May 30, 2006, and related to the purchase of the assets of Brawley Beef, USPB amended its Credit Agreement to provide for the acquisition of limited partnership units in NBC and the contribution of those partnership units to NBP in exchange for an increased ownership percentage (see Note 9. ~~Subsequent Events~~).

Under the terms of the Agreement, Brawley Beef made customary covenants, representations and warranties and agreed to indemnify NBC and the Company for breaches of these representations and warranties. Brawley Beef can satisfy any indemnification obligations over a three-year period with a combination of cash, deductions from payments under certain cattle contracts or surrender of its USPB units at a value of $165 per unit. In addition, Brawley Beef pledged its USPB units to NBC to secure its obligations under the Agreement. Brawley Beef’s obligations under the Agreement and cattle supply agreements are also supported by limited guaranties from its members.

Effective June 1, 2006, and related the purchase of the assets of Brawley Beef, NBP’s amended and restated senior credit facility with a consortium of banks was further amended and restated. The facility now consists of a $170.0 million term loan that matures in May 2016 and a $160.0 million revolving line of credit loan that matures in May 2011 that is subject to certain borrowing base limitations. These transactions are more fully described in~~Liquidity and Capital Resources~~ ~~below.~~

~~On December 8, 2005, the Japanese Food Safety Commission issued its final report, concluding that~~Japan opened their border to U.S. beef ~~under 20 months~~but subsequently closed a short time later as a result of ~~age is safe~~a U.S. packer erroneously shipping a product not approved for ~~Japanese consumers.~~export to Japan. On ~~December 11, 2005,~~July 26, 2006, Japan ~~reopened~~agreed to reopen its market to U.S. ~~and Canadian~~ beef ~~from cattle~~aged 20 months ~~of age or~~and younger where prior to the border closing, there were no age restrictions on cattle used in beef products imported to Japan. Beef from cattle that would have qualified for export to Japan had to comply with requirements for age verification of cattle and removal of specified risk materials (SRMs). Subsequently, on January 20, 2006, Japan halted the importafter an inspection of U.S. beef ~~after vertebral columns were found~~processing plants. Shipments of U.S. beef to Japan commenced in ~~three boxes from~~August 2006. In September 2006, Korea announced a small U.S. processor. That delivery violated the agreement the U.S. had with Japan regarding vertebral columns, which are included in the definition of SRMs. On June 21, 2006, Japan and the U.S. once again announced an agreement had been reached to permit theprovisional opening of ~~the Japanese markets~~their border to U.S. beef, ~~products, commencing when inspections of qualifying U.S. beef plants are completed.~~

Results of Operations

Thirteen weeks ended ~~May 27,~~November 25, 2006 compared to thirteen weeks ended ~~May 28,~~November 26, 2005

General.Net ~~income~~loss for the thirteen weeks ended ~~May 27,~~November 25, 2006 was ~~$12.9~~$13.1 million compared to ~~$11.1~~net loss of $6.4 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, ~~an increase~~a change of ~~$1.8 million, or 16.2%.~~$6.7 million. Sales and cost of sales were both higher in the thirteen weeks ended ~~May 27,~~November 25, 2006 ~~compared to~~than those of the prior year period primarily due to an approximate ~~2.7%~~12.4% increase in the number of cattle ~~slaughtered~~processed, primarily due to the acquisition of Brawley Beef, LLC, higher live cattle prices, which were approximately 2.4% higher and heavier cattle at average weights, ~~about 2.8%~~which were 1.5% higher, than ~~last~~the same period of fiscal year ~~partially offset~~2006.

Although sales increased by ~~an average decline in sales prices per head of 2.9% for~~approximately 16.2% compared to the ~~13 weeks ended May 27, 2006. Live cattle prices declined approximately 8.1%~~same period in the ~~current period~~prior year, cost of sales increased at a higher rate, resulting ~~from~~in an increase in ~~available market-ready cattle.~~

operating loss of $10.6 million. The increase in cost of sales was primarily due to an increase in cattle processed at live cattle prices that were approximately 2.4% higher and cattle weighing an average of 1.5% more than the same period in the prior year. Total costs and expenses of ~~$1,103.0~~$1,288.4 million and ~~$1,098.0~~$1,100.5 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 and ~~May 28,~~November 26, 2005, respectively, were ~~97.2%~~101.2% as a percent of sales for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~97.5%~~100.4% for the thirteen weeks ended ~~May 28,~~November 26, 2005. Increasing numbers of market-ready cattle became available during the thirteen weeks ended May 27, 2006 compared to the prior period, contributing to an 8.1% decline in live cattle prices. Additionally, improved plant capacity utilization contributed to an increase in gross margin, resulting in an increase in operating income of $2.9 million, or 10.1% of operating income.

Net ~~Sales~~.Sales. Net sales were ~~$1,134.5~~$1,273.0 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$1,126.6~~$1,095.7 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an increase of ~~$7.9~~$177.3 million, or ~~0.7%~~16.2%. The ~~moderate~~ increase in net sales principally resulted primarily from an approximate ~~2.7%~~12.4% increase in the number of cattle slaughtered at average weights about 2.8% higher than last year, offset by an average decline in sales prices per head of 2.9% for the 13 weeks ended May 27, 2006. Sales improved due to continued growth in value-added sales forprocessed during the thirteen weeks ended ~~May 27,~~November 25, 2006, primarily due to the acquisition of Brawley Beef, LLC during the fourth quarter of fiscal year 2006. In addition, the increase in net sales was impacted by a 3.3% increase in sales prices for the current period as compared to ~~May 28, 2005.~~the same period of last year.

Cost of ~~Sales~~.Sales. Cost of sales was ~~$1,085.9~~$1,270.1 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$1,082.9~~$1,084.5 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an increase of ~~$3.0~~$185.6 million, or ~~0.3%~~17.1%. The ~~moderate~~ increase ~~resulted~~was a result of the combination of increased cattle processing of approximately 12.4%, primarily ~~from an approximate 2.7% increase in number~~due to the acquisition of Brawley Beef, LLC, higher live cattle ~~slaughtered~~prices that were approximately 2.4% more and heavier cattle at average weights ~~about 2.8% higher~~1.5% more than ~~last~~the same period of fiscal year ~~offset by a decline~~2006. The 2.4% increase in ~~live~~ cattle prices for this period resulted from a continued tight supply of ~~approximately 8.1% in the current period. Cost of sales benefited from an increase in available~~ market-ready ~~cattle during the thirteen weeks ended May 27, 2006 as compared to May 28, 2005.~~cattle.

Selling, General and Administrative ~~Expenses~~.Expenses. Selling, general and administrative expenses were ~~$10.0~~$10.4 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$9.0~~$9.4 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an increase of $1.0 million, or ~~11.1%~~10.6%. The ~~current year~~increase reflects an increase in ~~marketing expense~~payroll and ~~travel~~related expenses of approximately $0.6 million, an increase in bad debt expense of approximately ~~$0.5~~$0.2 million, ~~associated with supporting two new marketing programs,~~an increase in travel and related expenses of approximately ~~$0.3 from long-term bonus programs, increased travel associated~~$0.2 million, an increase in ~~part with the Brawley Beef acquisition negotiations,~~advertising expense of approximately $0.2 million, and ~~also from increased fuel costs.~~an increase in supplies expense of approximately $0.2 million.

Depreciation and Amortization ~~Expense~~.Expense. Depreciation and amortization expenses were ~~$7.1~~$7.9 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$6.1~~$6.6 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an increase of ~~$1.0~~$1.3 million, or ~~16.4%~~19.7%. Depreciation expense increased ~~due largely~~approximately $0.6 million as a result of the acquisition of Brawley Beef, LLC during the fourth quarter of fiscal year 2006. Also contributing to the increase in depreciation expense for this period were assets being placed into service, primarily at the Dodge City and Liberal beef plants, during ~~the fourth quarter of fiscal year 2005 and the first, second and third quarters of~~ fiscal year 2006.

Operating ~~Income~~.Loss. Operating ~~income~~loss was ~~$31.5~~$15.4 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$28.6~~$4.8 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an ~~increase~~increased loss of ~~$2.9 million, or 10.1%.~~$10.6 million. The ~~increase~~increased loss resulted primarily from ~~improved market conditions resulting from the increase~~a tightened supply of ~~available~~ market-ready ~~cattle, as well as an increased number of cattle slaughtered in the current period at higher average weights than the same period last year.~~cattle.

Interest ~~Expense~~.Expense. Interest expense was ~~$8.0~~$9.3 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~$7.3~~$7.4 million for the thirteen weeks ended ~~May 28,~~November 26, 2005, an increase of ~~$0.7~~$1.9 million, or ~~9.6%~~25.7%. The increase ~~was due primarily to higher~~in interest ~~rates on our variable rate debt for~~expense during the thirteen weeks ended ~~May 27,~~November 25, 2006 as compared to the same period in fiscal year ~~2005.~~2005 was due primarily to an increase in the weighted average of variable rate debt of approximately $64.1 million resulting primarily from the acquisition of Brawley Beef, LLC. Interest expense also increased due to higher interest rates on our variable rate debt, an increase of approximately 40 basis points, in the thirteen weeks ended November 25, 2006 as compared to the same period in fiscal year 2006.

~~Other, net.~~~~Other, net non-operating income~~Income Tax Expense. Income tax expense was ~~$0.7~~$0.2 million for the thirteen weeks ended ~~May 27,~~November 25, 2006 compared to ~~non-operating income of $0.4~~$0.5 million for the thirteen weeks ended ~~May 28, 2005, an increase of $0.3 million, due primarily to $0.4 million in patronage income received in the current period.~~

~~Income Tax (Benefit) Expense~~. Income tax benefit was $0.1 million for the thirteen weeks ended May 27, 2006 compared to income tax expense of $0.8 million for the thirteen weeks ended May 28, 2005, a decrease in expense of $0.9 million.November 26, 2005. Income tax expense ~~decreased due to lower~~is recorded on income ~~recorded by~~from National Carriers, Inc., which is organized as a C ~~Corporation, in the current period compared to the same period last year.~~

~~Thirty-nine weeks ended May 27, 2006 compared to thirty-nine weeks ended May 28, 2005~~

~~General.~~Net loss for the thirty-nine weeks ended May 27, 2006 was $1.1 million compared to net income of $0.7 million for the thirty-nine weeks ended May 28, 2005, a decrease in income of $1.8 million. Sales and cost of sales were both higher in the thirty-nine weeks ended May 27, 2006 than those of the prior year period primarily due to an increase of approximately 1.4% in the number of cattle slaughtered, and an increase in live cattle weights of approximately 1.6%, combined with a slight increase in live cattle prices of approximately 0.1% and an approximate 1.0% increase in sales prices per head. For the thirty-nine weeks ended May 27, 2006, cost of sales increased at a higher rate than sales, negatively impacting gross margin for the thirty-nine weeks ended May 27, 2006 as compared to the same period in the prior year.

Total costs and expenses of $3,290.4 million and $3,176.4 million for the thirty-nine weeks ended May 27, 2006 and May 28, 2005, respectively, were 99.4% as a percent of sales for the thirty-nine weeks ended May 27, 2006 compared to 99.1% for the thirty-nine weeks ended May 28, 2005. The first half of fiscal year 2006 was negatively impacted by the tightened supply of market-ready cattle; increased supply of market-ready cattle helped lower live cattle costs in the third quarter of fiscal year 2006. Lower plant capacity utilization in the first half of fiscal year 2006 combined with continued export market closures contributed to a decline in gross margin, resulting in lower operating income for the thirty-nine weeks ended May 27, 2006.

~~Net Sales~~. Net sales were $3,310.3 million for the thirty-nine weeks ended May 27, 2006 compared to $3,204.0 million for the thirty-nine weeks ended May 28, 2005, an increase of $106.3 million, or 3.3%. The increase resulted primarily from an increase of approximately 1.4% in the number of cattle slaughtered, an increase in live cattle weights of approximately 1.6% and an approximate 1.0% increase in sales prices per head in the thirty-nine weeks ended May 27, 2006 compared to the same period in the prior year. Sales prices improved due to an improved product sales mix and continued growth in value-added sales for the thirty-nine weeks ended May 27, 2006 as compared to May 28, 2005.

~~Cost of Sales~~. Cost of sales was $3,241.2 million for the thirty-nine weeks ended May 27, 2006 compared to $3,131.7 million for the thirty-nine weeks ended May 28, 2005, an increase of $109.5 million, or 3.5%. The increase resulted primarily from an approximate 1.4% increase in the number of cattle slaughtered, and an increase in live cattle weights of approximately 1.6%, combined with a slight increase in live cattle prices of approximately 0.1%. The first half of fiscal year 2006 was negatively impacted by the tightened supply of market-ready cattle; increased supply of market-ready cattle helped lower live cattle costs in the third quarter of fiscal year 2006.

~~Selling, General and Administrative Expenses~~. Selling, general and administrative expenses were $28.6 million for the thirty-nine weeks ended May 27, 2006 compared to $26.5 million for the thirty-nine weeks ended May 28, 2005, an increase of $2.1 million, or 7.9%, which is primarily due to an increase in payroll and benefit expenses of approximately $1.5 million, and an approximate $1.1 million increase in marketing expense and travel expense associated with supporting two new marketing programs, increased travel associated in part with the Brawley Beef acquisition negotiations, and also from increased fuel costs; partially offset by an approximate $1.0 million decrease in bad debt reserve resulting from miscellaneous recoveries.

~~Depreciation and Amortization Expense~~. Depreciation and amortization expenses were $20.6 million for the thirty-nine weeks ended May 27, 2006 compared to $18.2 million for the thirty-nine weeks ended May 28, 2005, an increase of $2.4 million, or 13.2%. Depreciation expense increased due largely to assets being placed into service, primarily at the Dodge City and Liberal beef plants, during the fourth quarter of fiscal year 2005 and the first, second and third quarters of fiscal year 2006.

~~Operating Income~~. Operating income was $19.9 million for the thirty-nine weeks ended May 27, 2006 compared to $27.6 million for the thirty-nine weeks ended May 28, 2005, a decrease of $7.7 million, or 27.9%. The first half of fiscal year 2006 was negatively impacted by the tightened supply of market-ready cattle; increased supply of market-ready cattle helped lower live cattle costs in the third quarter of fiscal year 2006. Lower plant capacity utilization in the first half of fiscal year 2006 combined with continued export market closures contributed to a decline in gross margin, resulting in lower operating income for the thirty-nine weeks ended May 27, 2006.

~~Interest Expense~~. Interest expense was $23.2 million for the thirty-nine weeks ended May 27, 2006 compared to $21.8 million for the thirty-nine weeks ended May 28, 2005, an increase of $1.4 million, or 6.4%. The increase was due primarily to higher interest rates on our variable rate debt, partially offset by a decrease in average revolver borrowings for the thirty-nine weeks ended May 27, 2006, as compared to the same period in fiscal year 2005.

~~Other, net.~~Other, net non-operating income was $2.0 million for the thirty-nine weeks ended May 27, 2006 compared to non-operating expense of $2.1 million for the thirty-nine ended May 28, 2005, an increase in income of $4.1 million. The thirty-nine weeks ended May 27, 2006 included $0.6 million in income we received for a settlement of a lawsuit related to corrugated packaging materials and $0.4 million in patronage income received, and the same period for fiscal year 2005 included $3.2 million in expense for the write-off of unamortized loan costs associated with amending and restating NBP’s existing senior credit facility.

~~Income Tax Expense~~. Income tax expense was $1.0 million for the thirty-nine weeks ended May 27, 2006 compared to $1.9 million for the thirty-nine weeks ended May 28, 2005, a decrease of $0.9 million, or 47.4%. Income tax expense decreased due to lower income recorded by National Carriers, Inc., which is organized as a C Corporation, in the current period compared to the same period last year.

Corporation.

Liquidity and Capital Resources

As of ~~May 27,~~November 25, 2006, we had net working capital of ~~$178.1~~$216.4 million, which included ~~$1.9~~$0.3 million in distributions payable, and cash and cash equivalents of ~~$49.5~~$61.2 million, including ~~$4.0~~$4.1 million restricted to IRB approved expenditures. As of August ~~27, 2005,~~26, 2006 we had net working capital of ~~$178.6~~$226.6 million, which included ~~$1.9~~$4.9 million in distributions payable, and cash and cash equivalents of ~~$54.4~~$58.4 million, including ~~$3.9~~$4.0 million restricted to IRB approved expenditures. ~~Our~~NBP's primary sources of liquidity are cash ~~flows~~flow from operations and available borrowings under ~~NBP’s~~its amended and restated credit facility.

As of ~~May 27,~~November 25, 2006, we had ~~$329.5~~$398.4 million of long-term debt, of which ~~$3.0~~$3.4 million was classified as a current liability. As of ~~May 27,~~November 25, 2006, ~~NBP’s fourth~~NBP's amended and restated credit facility consisted of a ~~$120.0~~$170.0 million term loan, all of which was outstanding, and a ~~$140.0~~$160.0 million revolving line of credit loan, which had outstanding borrowings of ~~$22.3~~$34.4 million, outstanding letters of credit of ~~$44.5~~$48.4 million and available borrowings of ~~$66.9~~$49.2 million, based on the most restrictive financial covenant calculations. Cash flow from operations and borrowings under ~~NBP’s~~NBP's amended and restated credit facility have funded its working capital requirements, acquisitions, capital expenditures and other general corporate purposes. NBP was in compliance with all of the financial covenants under its amended and restated credit facility as of ~~May 27,~~November 25, 2006.

In addition to outstanding borrowings under the amended and restated credit facility, the Company had outstanding senior notes of $160.0 million, borrowings under industrial revenue bonds of ~~$13.8~~$20.7 million, a term loan with CoBank, of which ~~$5.4~~$4.9 million was outstanding, and capital leases of ~~$8.0~~$8.4 million as of ~~May 27,~~November 25, 2006.

Operating Activities

Net cash used in operating activities in the thirteen weeks ended November 25, 2006 was $10.0 million compared to net cash used in operating activities of $12.4 million in the thirteen weeks ended November 26, 2005. The $2.4 million change was due to a net decrease in working capital requirements in the current period resulting primarily from the decreased beef inventory levels and increased accounts receivable collections which were offset by an increased net loss and decreased accrued compensation and benefits from the same period of the prior year.

Investing Activities

Net cash used in investing activities was $9.9 million in the thirteen weeks ended November 25, 2006 compared to $4.7 million in the thirteen weeks ended November 26, 2005. This increase in cash used was primarily attributable to an increase in expenditures for property, plant and equipment in the current year.

Financing Activities

Net cash provided by financing activities was $22.6 million in the thirteen weeks ended November 25, 2006 compared to net cash provided by financing activities of $10.6 million in the thirteen weeks ended November 26, 2005. The change was primarily attributed to a $6.7 million increase in the net receipts in revolving credit borrowings, combined with a $7.9 million increase in the overdraft balance and offset by an increase in distributions to the Company's members and minority interest owners in NBP of $2.0 million.

Amended and Restated Senior Credit Facilities

~~Effective May 30, 2006, and related to the purchase of the assets of Brawley Beef, more fully described in~~~~Recent Developments~~ above, USPB amended its Credit Agreement to provide for the acquisition of limited partnership units in National Beef California, L.P. and the contribution of those partnership units to NBP in exchange for an increased ownership percentage (see Note 9~~. Subsequent Events~~).

Effective June 1, 2006, ~~and related to the purchase of the assets of Brawley Beef, more fully described in~~~~Recent Developments~~ ~~above,~~ NBP amended and restated its existing senior credit facility with a consortium of banks. The facility now consists of a $170.0 million term loan that matures in May 2016 and a $160.0 million revolving line of credit loan that matures in May 2011 that is subject to certain borrowing base limitations. ~~This amendment and restatement is within the scope of the Emerging Issues Task Force (EITF) 96-19,~~~~Debtor’s Accounting for a Modification or Exchange of Debt Instruments~~ ~~as well as EITF 98-14,~~~~Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements~~. In accordance with that guidance, a portion of the unamortized loan costs from the previous credit facility as well as additional finance and legal charges associated with the new amended and restated credit facility will be written off during the Company’s fourth quarter of fiscal year 2006. Management is currently evaluating the impact of the guidance on the costs and charges. At the closing of the amended and restated credit facility, NBP had outstanding $170.0 million under the term loan and $21.1 million under the revolving loan with an additional $51.6 million of the revolving loan used in the form of letters of credit and had estimated available borrowings of $76.5 million based on the most restrictive financial covenant calculations.

The borrowings under the revolving loan are available for ~~NBP’s~~NBP's working capital requirements, acquisitions, capital expenditures and other general corporate purposes. ~~The~~NBP's amended and restated credit facility is secured by a first priority lien on substantially all of ~~NBP’s~~NBP's assets. The principal amount outstanding under the term loan ~~shall be~~is payable in semi-annual installments on the last business day of each June and December commencing June 30, 2011 in equal installments of approximately $2.8 million, with any and all remaining principal outstanding being due and payable on the maturity date. Prepayment is allowed at any time.

~~NBP’s~~NBP's amended and restated credit facility contains covenants that limit ~~its~~NBP's ability to incur additional indebtedness, sell or dispose of assets, pay certain dividends and prepay or amend certain indebtedness among other matters. ~~The~~NBP's amended and restated credit facility also contains a provision for a conversion to more favorable interest rates and more restrictive financial covenants on the earlier of (a) August 25, 2007 or (b) ~~the~~NBP's election ~~of NBP (the Conversion~~(Conversion Date). Currently, the interest rate for the term loan is (a) the Base Rate (as defined in the credit agreement) plus 75 basis points or (b) the LIBOR Rate (as defined in the credit agreement) plus 275 basis points, or a combination of these rates at ~~the election~~NBP's election. As of ~~NBP. At closing of the amended and restated credit facility,~~November 25, 2006, the interest rate for the term loan was ~~8.75%. On June 6, 2006, the term loan was converted~~equal to ~~a 90 day LIBOR Rate loan at 8.0625%~~8.125%. Currently, the interest rate for the revolving loan is (a) the Base Rate plus 50 basis points or (b) the LIBOR Rate plus 250 basis points, or a combination of these rates at ~~the election~~NBP's election. As of ~~NBP. At closing of the amended and restated credit facility,~~November 25, 2006, the interest rate for the revolving loan was ~~8.5%, as a Base Rate loan.After~~equal to 7.936%. After the Conversion Date, the interest rate for the term loan and revolving loan will be determined by reference to a matrix of rates keyed to ~~NBP’s~~NBP's funded debt to EBITDA (as defined in the credit agreement) ratio.

~~The~~NBP's amended and restated credit facility imposes certain financial covenants. From May 30, 2006 until the earlier of February 28, 2007 or the Conversion Date, NBP is required to (i) have as of the end of each fiscal quarter a minimum four-quarter rolling EBITDA of $50.0 million and (ii) maintain at all times a minimum Borrowing Base Availability (as defined in the credit agreement) of at least $25.0 million. After February 28, 2007 until the Conversion ~~date,~~Date, NBP is required to (i) have as of the end of each fiscal quarter a minimum four-quarter rolling EBITDA of $60.0 million and (ii) maintain at all times a minimum Borrowing Base Availability of at least $25.0 million. After the Conversion Date, NBP is required to maintain at all times a specified maximum funded debt to EBITDA ratio, a maximum senior secured funded debt to EBITDA ratio, a minimum four-quarter rolling EBITDA and a minimum four-quarter rolling debt service coverage ratio. In addition, ~~NBP’s~~NBP's annual net capital expenditures are limited to ~~$48 million in fiscal year 2006 and~~ $50 million in each ~~of the~~ fiscal ~~years thereafter.~~year.

~~The~~12

NBP's amended and restated credit facility contains customary affirmative covenants, including furnishing financial statements, maintenance of insurance, conduct of business, maintenance of properties, and compliance with laws. The facility also contains customary negative covenants, including covenants restricting ~~NBP’s~~NBP's ability to pay certain distributions, incur additional indebtedness, merge with another entity, sell or dispose assets, and make investments or acquire assets, among other restrictions.

~~We believe~~The Company believes that available borrowings under ~~the~~NBP's fifth amended and restated credit facility and cash provided by operating activities will be sufficient to support its working capital, capital expenditures and debt service requirements for the foreseeable future. ~~Our~~NBP's ability to generate sufficient cash, however, is subject to certain general economic, financial, industry, legislative, regulatory and other factors beyond ~~our~~their control. For a review of ~~our~~the Company's obligations that affect liquidity, please see the~~Cash~~ "Cash Payment ~~Obligations~~Obligations" table in ~~Item~~"Item 7.~~Management’s~~ Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations" of our Annual Report on Form 10-K for the ~~fiscal~~ year ended August ~~27, 2005.~~26, 2006.

~~Operating Activities~~

Net cash provided by operating activities in the thirty-nine weeks ended May 27, 2006 was $14.0 million compared to net cash provided by operating activities of $24.2 million in the thirty-nine weeks ended May 28, 2005. The $10.2 million decrease was primarily due to an increase in working capital requirements in the current period resulting from increased beef inventory volumes partially offset by lower live cattle prices, combined with a net loss in the current year compared to net income in the same period last year.

~~Investing Activities~~

Net cash used in investing activities was $22.6 million in the thirty-nine weeks ended May 27, 2006 compared to $12.6 million in the thirty-nine weeks ended May 28, 2005. This increase in cash used was primarily attributable to an increase in expenditures for property, plant and equipment related to improving operating efficiencies, primarily at our Dodge City and Liberal facilities in the current year.

~~Financing Activities~~

Net cash provided by financing activities was $3.7 million in the thirty-nine weeks ended May 27, 2006 compared to net cash used in financing activities of $12.5 million in the thirty-nine weeks ended May 28, 2005. The change was primarily attributed to a $17.1 million difference in the thirty-nine week change of fiscal year 2006 as compared to the thirty-nine week change in fiscal year 2005 in revolving credit borrowings, offset by a $2.4 million decrease in the overdraft balance in the current year, combined with $1.7 million of financing costs paid in fiscal year 2005.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The principal market risks affecting our business are exposure to changes in prices for commodities, such as livestock and boxed beef, and interest rate risk.

Commodities.NBP uses various raw materials, many of which are commodities. Raw materials are generally available from several different sources, and NBP presently believes that it can obtain them as needed. Commodities are subject to price fluctuations that may create price risk. When appropriate, NBP may hedge commodities in order to mitigate this price risk. While this may tend to limit ~~NBP’s~~NBP's ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity prices. NBP reflects commodity contract gains and losses as adjustments to the basis of underlying commodities purchased; gains or losses are recognized in the statement of operations as a component of costs of goods sold.

NBP purchases cattle for use in its processing businesses. When appropriate, NBP enters into forward purchase contracts at prices determined prior to the delivery of the cattle. The commodity price risk associated with these activities can be hedged by selling (or buying) the underlying commodity, or by using an appropriate commodity derivative instrument. The particular hedging instrument NBP uses depends on a number of factors, including availability of appropriate derivative instruments.

NBP sells commodity beef products in its business. Commodity beef products are subject to price fluctuations that may create price risk. When appropriate, NBP enters into forward sales contracts at prices determined prior to shipment. We may hedge the commodity price risk associated with these activities in order to mitigate this price risk. While this may tend to limit ~~NBP’s~~NBP's ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity beef prices. NBP reflects commodity contract gains and losses as adjustments to the basis of underlying commodities sold; gains or losses are recognized in the statement of operations as a component of net sales.

NBP may use futures contracts in order to reduce exposure associated with entering into firm commitments to purchase live cattle at prices determined prior to delivery of the cattle as well as firm commitments to sell certain beef products at sales prices determined prior to shipment. In accordance with SFAS No. ~~133.~~133, Accounting for Derivative Instruments and Hedging Activities,, as amended, NBP accounts for futures contracts and their related firm purchase commitments at fair value. ~~Most~~Certain firm commitments for live cattle purchases and all firm commitments for boxed beef sales are treated as ~~“normal~~"normal purchases and ~~sales”~~sales" and not marked to market. SFAS No. 133 imposes extensive recordkeeping requirements in order to treat a derivative instrument as a hedge for accounting purposes. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the instrument and the related change in fair value of the underlying commitment. For derivatives that qualify as effective hedges, the change in fair value has no net effect on earnings until the hedged transaction affects earnings. For derivatives that are not designated as hedging instruments, or for the ineffective portion of a hedging instrument, the change in fair value does affect current period net earnings.

While management believes each of these instruments help mitigate various market risks, they are not designated and accounted for as hedges under SFAS No. 133 as a result of the extensive recordkeeping requirements of this statement. Accordingly, the gains and losses associated with the change in fair value of the instrument and the offsetting gains and losses associated with changes in the market value of certain of the firm commitments related to the futures contracts are recorded to income and expense in the period of change.

NBP uses a sensitivity analysis to evaluate the effect that changes in the market value of commodities will have on these commodity derivative instruments. As of ~~May 27,~~November 25, 2006, the potential change in fair value of applicable commodity prices, assuming a hypothetical 10% decrease in the underlying commodity price, was ~~$12.1~~$1.2 million. As of August ~~25, 2005,~~26, 2006, the potential change in fair value of applicable commodity prices, assuming a hypothetical 10% decrease in the underlying commodity price, was ~~negligible.~~$1.4 million.

Foreign Operations. Transactions denominated in a currency other than an entity's functional currency may expose that entity to currency risk. Although NBP operates in international markets including Japan and South Korea, product sales are predominately made in United States dollars, and therefore, currency risks are limited.

Interest Rates.As a result of the ~~Company’s~~Company's normal borrowing and leasing activities, our operating results are exposed to fluctuations in interest rates, which we manage primarily through our regular financing activities. We generally maintain limited investments in cash and cash equivalents.

We have long-term debt with variable interest rates. Short-term debt is primarily comprised of the current portion of long-term debt maturing twelve months from the balance sheet date. Our variable interest expense is sensitive to changes in the general level of interest rates.

Our exposure to interest rate risk has not materially changed since August ~~27, 2005.~~26, 2006.

Item 4. Controls and Procedures

We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the Consolidated Financial Statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) under supervision and with the participation of management, including our Chief Executive Officer and Chief Reporting and Compliance Officer. Based upon that evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Reporting and Compliance Officer concluded that our disclosure controls and procedures were effective in alerting them, in a timely manner, to material information required to be included in our periodic Securities and Exchange Commission filings. There have been no changes in our internal controls over financial reporting during the thirteen weeks ended ~~May 27,~~November 26, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 5.Contingencies to our Consolidated Financial Statements included in Part I-Item 1 of this Form 10-Q.

Item 1A. Risk Factors

The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended August ~~27, 2005~~26, 2006 have not materially changed. Please refer to the ~~Company’s~~Company's report on Form 10-K for the fiscal year ended August ~~27, 2005~~26, 2006 to consider those risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~For information regarding the issuance of units by the Company in connection with the acquisition of assets of Brawley Beef, see~~~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments~~ above. A total of 44,160 Class A Units and 44,160 Class B Units were issued to Brawley Beef at an agreed estimated valuation of $7.3 million. The units were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

~~None.~~The Annual Meeting of members of USPB was held on November 29, 2006. Other than approval of the minutes from the previous annual meeting, the only proposal presented for member consideration at the Annual Meeting was the election of two (2) directors to serve for three-year terms expiring after the 2009 fiscal year. The three nominees who stood for election to the Board of Directors were incumbent directors Terry Ryan and John Fairleigh and new candidate Duane Ramsey. Biographical information regarding Mr. Ryan and Mr. Fairleigh has previously been included in the Company's filings with the Securities and Exchange Commission, while information regarding Mr. Ramsey is presented in the following paragraph.

Duane Ramsey is Chairman of Security Bancshares Inc., a $270 million multi-bank holding company. In addition, he has held an ownership interest in a commercial feedlot in southwest Kansas and a cow calf operation. He has spent 44 years in banking in Scott County, KS, and was involved in the organization and development of USPB as a founding unitholder through his feedlot and through commercial banks was involved in financing numerous USPB stockholders.

At the Annual Meeting, under procedures established by the Company's nominating committee, Mr. Ryan, Mr. Fairleigh, and Mr. Ramsey stood for election for the two open seats on the USPB Board of Directors. USPB's members elected John Fairleigh and Duane Ramsey to serve as directors on the Board of Directors for a term that will expire after fiscal year 2009. The election of the nominees was by a majority of the members present and voting at the Annual Meeting, expressed by a written ballot. In the election, out of 89 valid ballots, Mr. Ryan received a total of 50 votes, Mr. Fairleigh received a total of 59 votes, and Mr. Ramsey received a total of 60 votes. The other members of the Board of Directors, Mr. Gardiner, Ms. Keiser, Mr. McCloy, Mr. Laue and Mr. Bohn continued in service as members of the USPB Board of Directors following the Annual Meeting.

Item 5. Other Information

NBP may purchase a portion of its outstanding Senior Notes from time to time in accordance with the limits imposed under ~~its~~the amended and restated senior credit facility.

Item 6. Exhibits

~~(A) Exhibits~~

(A)	2.1*		~~Contribution Agreement dated as of May 19, 2006 between Brawley Beef,~~Exhibits
		~~LLC, National Beef California, L.P. and National Beef Packing Company,~~
		~~LLC.~~

	2.2* 31.1	~~Contribution Agreement dated as of May 30, 2006 between U.S. Premium~~
		~~Beef, LLC and Brawley Beef, LLC~~

	2.3*	~~Contribution Agreement dated as of May 30, 2006 between U.S. Premium~~
		~~Beef, LLC and National Beef Packing Company, LLC~~

	~~3.1(a)~~	~~Limited Liability Company Agreement of National Beef Packing Company,~~
		~~LLC, as of August 6, 2003.~~

	~~3.1(b)~~	~~Amendment to the Limited Liability Company Agreement of National Beef~~
		~~Packing Company, LLC, as of July 7, 2005.~~

	~~3.1(c)~~	~~Revised Exhibit 3.1 to the Limited Liability Company Agreement of National~~
		~~Beef Packing Company, LLC, effective as of May 30, 2006.~~

	~~10.1(a)~~	~~Fifth Amended and Restated Credit Agreement dated as of May 30, 2006 by~~
		~~and among National Beef Packing Company, LLC and certain agents, lenders~~
		~~and issuers (incorporated by reference to Exhibit 10.1 to the Company’s~~
		~~Current Report on Form 8-K filed with the Commission on June 22, 2006).~~


~~10.1(b)~~	~~Sixth Amendment to Credit Agreement, dated June 20, 2006, effective as of~~
	~~May 30, 2006, by and among U.S. Premium Beef, LLC and CoBank, ACB, as~~
	~~agent for the benefit of the syndication parties. (filed herewith)~~

~~31.1~~	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	~~Sarbanes-Oxley Act of 2002.~~

31.2		Certification of the Principal Financial and Accounting Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002.

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

32.2		Certification of the Principal Financial and Accounting Officer pursuant to 18
	U.S.C. Section 1350, as adopted pursuant to Section 906 of the ~~Sarbanes-~~
	~~Oxley~~Sarbanes-Oxley Act of 2002.

* The Contribution Agreements in Exhibits 2.1, 2.2 and 2.3 contain Schedules and Exhibits that the Company hereby agrees to furnish supplementally to the SEC upon its request.

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 thereunto duly authorized.

	U.S. Premium Beef, LLC


By:	/s/ Steven D. Hunt
		Steven D. Hunt
	Chief Executive Officer
	(Principal Executive Officer)



By:	/s/ Scott J. Miller
		Scott J. Miller
	Chief Reporting and Compliance Officer
	(Principal Financial and Accounting Officer)

Date: ~~July 10, 2006~~January 5, 2007