U. S. Premium Beef (USPB) 10-Q 2010 Q4 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     (Mark one)

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

For the quarterly period ended November 27, 2010

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 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 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 No o

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer þ Small Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The registrant’s units are not traded on an exchange or in any public market.  As of December 25, 2010, there were 735,385 Class A units and 755,385 Class B units outstanding.  

	TABLE OF CONTENTS
PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4.	Controls and Procedures.	17
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	Submission of Matters to a Vote of Security Holders.	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	18
	Signatures.	19

Unless the context indicates or otherwise requires, the terms “the Company”, “we”, “our” and “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 terms “NBP” and “National Beef” refer to National Beef Packing Company, LLC (formerly known as Farmland National Beef Packing Company, LP), a Delaware limited liability company, and “USPB” refers to U.S. Premium Beef, LLC (formerly known U.S. Premium Beef, Ltd.) prior to consolidation.

ii

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited).

1

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(thousands of dollars, except unit data)
			November 27,		August 28,
Assets			2010		2010
Current assets:
	Cash and cash equivalents		$	48,315	$	35,439
	Accounts receivable, less allowance for returns and doubtful accounts
		of $2,971 and $2,891, respectively	177,470		182,237
	Due from affiliates		4,914		5,089
	Other receivables		7,860		7,399
	Inventories		240,811		232,943
	Other current assets		68,431		45,999
		Total current assets	547,801		509,106
Property, plant, and equipment, at cost			558,967		546,756
	Less accumulated depreciation		234,431		222,677
		Net property, plant, and equipment	324,536		324,079
Goodwill			86,251		86,251
Other intangible assets, net of accumulated amortization
	of $16,650 and $16,128, respectively		58,094		58,606
Other assets			8,085		8,695
		Total assets	$	1,024,767	$	986,737
Liabilities and Capital Shares and Equities
Current liabilities:
	Current installments of long-term debt		$	22,185	$	22,412
	Cattle purchases payable		88,713		70,208
	Accounts payable - trade		69,553		73,562
	Due to affiliates		942		738
	Patronage notices payable in cash		6,552		-
	Accrued compensation and benefits		34,043		82,474
	Accrued insurance		17,841		15,048
	Other accrued expenses and liabilities		35,701		27,747
	Distributions payable		149,903		8,350
		Total current liabilities	425,433		300,539
Long-term liabilities:
	Long-term debt, excluding current installments		257,771		225,090
	Other liabilities		2,482		2,443
		Total long-term liabilities	260,253		227,533
		Total liabilities	685,686		528,072
	Noncontrolling interest in NBP		268,291		291,746
Capital shares and equities:
	Members' capital, 735,385 Class A units and 755,385 Class B units
		authorized, issued and outstanding	25,803		115,452
	Patronage notices		42,130		48,682
	Accumulated other comprehensive income (loss) attributable to USPB		33		23
		Total capital shares and equities attributable to USPB	67,966		164,157
	Noncontrolling interest in Kansas City Steak Company, LLC		2,824		2,762
		Total Capital Shares and Equities	70,790		166,919
Commitments and contingencies			-		-
		Total liabilities, noncontrolling interest in NBP and capital shares and equities	$	1,024,767	$	986,737

2

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Statements of Operations
(thousands of dollars, except per unit and per unit data)
				13 weeks ended			13 weeks ended
				November 27, 2010			November 28, 2009
Net sales					$	1,587,320	$	1,342,610
Costs and expenses:
	Cost of sales				1,505,439		1,273,312
	Selling, general, and administrative expenses				14,421		13,189
	Depreciation and amortization				13,062		12,758
		Total costs and expenses			1,532,922		1,299,259
			Operating income		54,398		43,351
Other income (expense):
	Interest income				12		31
	Interest expense				(2,609)		(4,563)
	Other, net				592		4
			Income before taxes		52,393		38,823
Income tax expense					(334)		(400)
			Net income			52,059		38,423
Less: Net income attributable to noncontrolling interest in:
	Kansas City Steak Company, LLC				(62)		(223)
	National Beef Packing Company, LLC				(16,548)		(12,735)
Net income attributable to U.S. Premium Beef, LLC					$	35,449	$	25,465
Earnings per unit:
	Basic
		Class A units			$	4.82	$	9.06
		Class B units			$	42.24	$	24.89
	Diluted
		Class A units			$	4.75	$	8.92
		Class B units			$	42.24	$	24.89
Outstanding weighted-average Class A and Class B units:
	Basic
		Class A units			735,385		735,385
		Class B units			755,385		755,385
	Diluted
		Class A units			746,063		747,471
		Class B units			755,385		755,385
See accompanying notes to consolidated financial statements.

3

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(thousands of dollars)
					13 weeks ended		13 weeks ended
					November 27, 2010		November 28, 2009
Cash flows from operating activities:
	Net income				$	52,059	$	38,423
	Adjustments to reconcile net income (loss) to net cash provided by
		operating activities:
		Depreciation and amortization			13,062		12,758
		Gain on disposal of property, plant, and equipment			(365)		(128)
		Amortizaton of debt issuance costs			345		195
		Changes in assets and liabilities:
			Accounts receivable		4,767		7,574
			Due from affiliates		177		990
			Other receivables		(461)		(2,491)
			Inventories		(7,868)		(12,020)
			Other assets		(22,177)		(638)
			Cattle purchases payable		15,986		8,713
			Accounts payable		(608)		(1,938)
			Due to affiliates		202		64
			Accrued compensation and benefits		(48,431)		(26,178)
			Accrued insurance		2,793		(569)
			Other accrued expenses and liabilities		7,993		(242)
				Net cash provided by operating activities	17,474		24,513
Cash flows from investing activities:
	Capital expenditures, including interest capitalized				(13,407)		(9,532)
	Proceeds from sale of property, plant, and equipment				776		484
		Net cash used in investing activities			(12,631)		(9,048)
Cash flows from financing activities:
	Net (payments) receipts under revolving credit lines				37,991		(34,168)
	Borrowings under term note payable				-		75,000
	Payments of term notes payable				(5,258)		(258)
	Repayments of other indebtedness / capital leases				(279)		(4,576)
	Purchase and cancellation of senior notes				-		(39,798)
	Cash paid for financing costs				-		(1,018)
	Change in overdraft balances				(882)		12,705
	Distributions to noncontrolling interests in National Beef Packing Company, LLC				(10,132)		(11,179)
	Member distributions				(13,417)		(12,184)
				Net cash provided by (used in) financing activities	8,023		(15,476)
	Effect of exchange rate changes on cash				10		22
				Net increase in cash	12,876		11
Cash and cash equivalents at beginning of the period					35,439		18,853
Cash and cash equivalents at end of the period					$	48,315	$	18,864
Supplemental cash disclosures:
	Cash paid during the period for interest				$	2,450	$	3,552
	Cash paid during the period for taxes, net of refunds				$	14	$	79
Supplemental non-cash disclosures of investing and financing activities:
	Assets acquired through capital lease				$	52	$	55
See accompanying notes to consolidated financial statements.

4

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, or 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 best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of 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 Annual Report on Form 10-K on file with the Securities and Exchange Commission, or SEC, for the fiscal year ended August 28, 2010.  The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

(2) New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures.  The ASU issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements.  The guidance requires additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3 of the fair value measurement hierarchy.  This guidance will become effective for the Company’s year ending in fiscal year 2012.  The adoption of ASU No. 2010-06 should not significantly impact the Company’s consolidated financial position or results of operations.

(3) Inventories

Inventories consist primarily of meat products and supplies.  Product inventories are considered commodities and are recorded based on quoted commodity prices, which approximate net realizable value.  Supply and other inventories are valued on the basis of first-in, first-out, specific or average cost methods.  Product inventories are relieved from inventory utilizing the first-in, first-out method.  Inventories at November 27, 2010 and August 28, 2010 consisted of the following (thousands of dollars):

	November 27, 2010			August 28, 2010
Dressed and boxed meat products		$	157,490	$	154,927
Beef by-products		45,863		46,891
Supplies and other		37,458		31,125
		$	240,811	$	232,943

(4) Comprehensive Income Attributable to USPB

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

5

			13 weeks ended			13 weeks ended
			November 27, 2010			November 28, 2009
Net income				$	52,059	$	38,423
Other comprehensive (loss) income:
	Foreign currency translation adjustments			10		22
		Comprehensive income		$	52,069	$	38,445
Comprehensive income attibutable to noncontrolling interest in:
	Kansas City Steak Company, LLC			(62)		(223)
	National Beef Packing Company, LLC			(16,548)		(12,735)
Comprehensive income attributable to USPB				$	35,459	$	25,487

(5) Noncontrolling Interests In NBP

At any time after certain dates, the earliest being July 31, 2010 in the case of NBPCo Holdings, the latest being July 31, 2011 in the case of certain affiliates of NBP’s Chief Executive officer, Timothy M. Klein, or the Klein Affiliates, NBPCo Holdings and the Klein Affiliates have the right to request that NBP repurchase their interests, the value of which is to be determined by a mutually agreed appraisal process or a specified formula.  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.

Generally accepted accounting principles require the Company to determine the fair value of the noncontrolling interest in NBP at the end of each reporting period.  To the extent this value increases, this change in fair value is accreted over the redemption period.  In determining the fair value of the noncontrolling interest in NBP held by NBPCo Holdings as of November 27, 2010, management has considered previous redemption prices, valuations of peer companies and other factors.  The noncontrolling interest in NBP held by the Klein Affiliates as of November 27, 2010 was valued based upon a contractually stipulated valuation formula.

The Company accounts for changes in the redemption value of these interests by accreting the change in value from the date of change through the earliest redemption date of the respective interests.  At November 27, 2010, the value of the noncontrolling interest in NBP was determined to be $273.9 million, which was in excess of its carrying value.  The total value of the noncontrolling interest in NBP at November 27, 2010, decreased by approximately $23.3 million compared to the value at August 28, 2010, primarily related to distributions offset by net income.  The carrying value of the noncontrolling interest in NBP increased by approximately $14.2 million through accretion during the three months ended November 27, 2010, resulting in the $268.3 million carrying value, as reflected in the accompanying consolidated balance sheet as of November 27, 2010.  Offsetting the change in value of noncontrolling interest in NBP is a corresponding change in members’ capital.      

(6) Contingencies

National Beef Leathers, LLC, or NBL, a wholly-owned subsidiary of NBP, has been a named defendant in two purported class actions involving NBL's tannery located in St. Joseph, Missouri, which NBL purchased in March 2009.  These lawsuits were filed on July 22, 2009 in the U.S. District Court for the Western District of Missouri. The lawsuits alleged that NBL spread wastewater sludge containing hexavalent chromium in four counties in northwest Missouri. The plaintiffs were seeking an unspecified amount of damages for economic damages, punitive damages, diminished property values and medical monitoring. The claims against NBL in these lawsuits were dismissed on December 2, 2010 and December 10, 2010.  As a result of these dismissals, NBL is no longer a party to these lawsuits.

NBP is 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 financial condition, results of operations or liquidity.

(7)  Fair Value Measurements

6

The Company determines fair value utilizing a three-level fair value hierarchy that prioritizes the inputs used to measure fair value.  The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3).  The three levels of inputs used to measure fair value are as follows:

• Level 1 – quoted prices in active markets for identical assets or liabilities accessible by the reporting entity.

• Level 2 – observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – unobservable inputs for an asset or liability.  Unobservable inputs should only be used to the extent observable inputs are not available.

The following table details the assets and liabilities measured at fair value on a recurring basis as of November 27, 2010 and also the level within the fair value hierarchy used to measure each category of assets (thousands of dollars).

			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable
Description	November 27, 2010		(Level 1)		(Level 2)		Inputs (Level 3)
Other current assets - derivatives	$	27,639	$	4,966	$	22,673	$	-
Other accrued expenses and
liabilities - derivatives	$	22,925	$	22,925	$	-	$	-
Noncontrolling interests in NBP	$	268,291	$	-	$	56,720	$	211,571
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable
Description	August 28, 2010		(Level 1)		(Level 2)		Inputs (Level 3)
Other current assets -derivatives	$	15,563	$	61	$	15,502	$	-
Other accrued expenses and
liabilities - derivatives	$	14,672	$	14,672	$	-	$	-
Noncontrolling interests in NBP	$	291,746	$	-	$	61,854	$	229,892

Management has used certain contractual redemption prices in measuring the fair value of the Klein Affiliates share of the noncontrolling interest in NBP, which is included in level 2 as of November 27, 2010 and August 28, 2010.  NBPCo Holdings share of the noncontrolling interest in NBP is based upon unobservable inputs, thus included in level 3 as of November 27, 2010 and August 28, 2010.

The following table presents a reconciliation of noncontrolling interests measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended November 27, 2010 (thousands of dollars).

7

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
		Minority Owners'
		Interest
Balance at August 28, 2010		$	229,892
	Allocation of year-to-date net income	13,486
	Class A priority distribution	(736)
	Class B distributions	(6,021)
	Equity distributions	(37,156)
	Appraisal valuation adjustment	12,106
Balance at November 27, 2010		$	211,571

(8) Disclosure about Derivative Instruments and Hedging Activities

As part of NBP’s ongoing operations, NBP is exposed to market risks such as changes in commodity prices.  To manage these risks, NBP may enter into the following derivative instruments pursuant to its established policies:

• Forward purchase contracts for cattle for use in the beef plants

• Exchange traded futures contracts for cattle

• Exchange traded futures contracts for grain

While management believes each of these instruments helps mitigate various market risks, they are not designated and accounted for as hedges as a result of the extensive recordkeeping requirements associated with hedge accounting.  Accordingly, the gains and losses associated with the change in fair value of the instruments are recorded to net sales and cost of goods sold in the period of change.  Certain firm commitments for live cattle purchases and all firm commitments for boxed beef sales are treated as normal purchases and sales and not recorded at fair value.

NBP enters into certain commodity derivatives, primarily with a diversified group of highly rated counterparties.  The maximum amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the contracts, is deemed to be immaterial as of November 27, 2010 as all derivatives in an asset position are exchange-traded contracts.  The exchange-traded contracts have been entered into under a master netting agreement.  None of the derivatives entered into have credit-related contingent features.  NBP has $27.9 million in cash collateral posted on its derivative liabilities.  

The following table presents the fair values as discussed in Note 6 and other information regarding derivative instruments not designated as hedging instruments as of November 27, 2010, and August 28, 2010 (thousands of dollars):

November 27, 2010		Derivative Asset			Derivative Liability
		Balance Sheet			Balance Sheet
		Location	Fair Value		Location	Fair Value
					Accrued
		Other current			expenses and
Commodity contracts		assets	$	27,639	other liabilities	$	22,925
	Total		$	27,639		$	22,925
August 28, 2010		Derivative Asset			Derivative Liability
		Balance Sheet			Balance Sheet
		Location	Fair Value		Location	Fair Value
					Accrued
		Other current			expenses and
Commodity contracts		assets	$	15,563	other liabilities	$	14,672
	Total		$	15,563		$	14,672

8

The following table presents the impact of derivative instruments on the Consolidated Statement of Operations for the thirteen week period ended November 27, 2010 (thousands of dollars):

Derivatives Not		Location of Gain (Loss)
Designated as Hedging		Recognized in Income on		Amount of Gain (Loss) Recognized in
Instruments		Derivatives		Income On Derivatives
			13 weeks ended			13 weeks ended
			November 27, 2010			November 28, 2009
Commodity contracts		Net sales		$	6,970	$	(6,757)
Commodity contracts		Cost of sales		(6,489)		3,543
	Total			$	481	$	(3,214)

(9) Income Attributable to USPB Per Unit

Under the LLC structure, earnings of the Company are to be distributed to unitholders based on their proportionate share of underlying equity, and, as a result, income attributable to USPB per unit (EPU) has been presented in the accompanying Consolidated Statement of Operations and in the table that follows.

Basic EPU excludes dilution and is computed by first allocating a portion of net income (loss) attributable to USPB to Class A units and the remainder is allocated to Class B units. On November 2, 2009, the Company’s members approved changing the allocation of income from 33% to the Class A’s and 67% to the Class B’s to 10% to the Class A’s and 90% to the Class B’s.  Accordingly, for the thirteen week period ended November 28, 2009, the pro-rata share of income earned through November 1, 2009 was allocated 33% to the Class A’s and 67% to the Class B’s and the remainder of the income for the quarter was allocated 10% to the Class A’s and 90% to the Class B’s.  For the thirteen week period ended November 27, 2010 income was allocated 10% to the Class A’s and 90% to the Class B’s.  Income (loss) allocated to the Class A and Class B units is then divided by the weighted-average number of Class A and Class B units outstanding for the period to determine the basic EPU for each respective class of unit.  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 Class A unit purchase rights were exercised or contractual appreciation rights were converted into units.   Upon termination of the CEO employment agreement and until eighteen months after the 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 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 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 Class A units at $55 per unit for the periods as provided in the CEO employment agreement. 

9

Income Per Unit Calculation
			13 weeks ended		13 weeks ended
(thousands of dollars, except unit and per unit data)			November 27, 2010		November 28, 2009
			(unaudited)		(unaudited)
Basic income per unit
Income attributable to USPB available to
	unitholders (numerator)
		Class A	$	3,545	$	6,663
		Class B	$	31,904	$	18,802
Weighted average outstanding units (denominator)
	Class A		735,385		735,385
	Class B		755,385		755,385
Per unit amount
	Class A		$	4.82	$	9.06
	Class B		$	42.24	$	24.89
Diluted income per unit:
Income attributable to USPB available to
	unitholders (numerator)
		Class A	$	3,545	$	6,663
		Class B	$	31,904	$	18,802
Weighted average outstanding Class A units			735,385		735,385
Effect of dilutive securities - Class A unit options			10,678		12,086
	Units (denominator)		746,063		747,471
Weighted average outstanding Class B units			755,385		755,385
Effect of dilutive securities - Class B unit options			-		-
	Units (denominator)		755,385		755,385
Per unit amount
	Class A		$	4.75	$	8.92
	Class B		$	42.24	$	24.89

(10) Subsequent Events

On November 29, 2010, NBP drew $175 million under its Amended and Restated Credit Agreement.  The draw was made to fund distributions to NBP’s members and for general corporate purposes.  The draw constitutes the last of a series of term loans under the Credit Facility not to exceed $375 million in the aggregate.  The total amount of term loans outstanding under the Credit Facility immediately following the draw was approximately $370 million. 

On November 29, 2010, NBP paid an approximately $141.2 million cash distribution to certain members based on approval by NBP’s Board of Managers on October 27, 2010 of a $150 million cash distribution.  USPB received approximately $104 million of the cash distribution.  The remaining $8.8 million was paid to certain members on January 3, 2011.

  On December 17, 2010, USPB distributed approximately $9.7 million to the holders of USPB’s Class A units and approximately $87.7 million to holders of Class B units.  USPB used the remaining proceeds of approximately $6.6 million to redeem fiscal year 1999 patronage notices.

10

On December 17, 2010, NBP entered into a series of agreements with the City of St. Joseph, Missouri to provide Missouri Chapter 100 bonds in the amount of $14.5 million.  NBP agreed to purchase the bonds which would effectively provide property tax abatement on certain equipment, which will be leased to NBP by the City of St. Joseph under a capital lease, located at NBP’s hide processing facilities in St. Joseph, Missouri.  Additionally, NBP entered into a Payment in Lieu of Taxes Agreement related to the abatement.  As a result of the legal right of offset, the capital lease obligation and corresponding bond investment will be eliminated in consolidation.  

11

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

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this report.

Disclosure Regarding Forward-Looking Statements

This report contains “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” 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 issues, livestock disease, including the identification of cattle with Bovine Spongiform Encephalopathy, or BSE, product contamination and recall concerns, competitive practices and consolidation in the cattle production and processing industries and among our customers, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, trade barriers and exchange controls, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, and consolidation among our customers.

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 Part II. Item 1A, Risk Factors, included in this report, for other important factors that could cause actual results to differ materially from those in any such forward-looking statements.

Industry Outlook

We anticipate fed cattle supplies to remain above prior year levels through the winter quarter following active late summer placements and very favorable cattle feeding conditions through the fall.  The anticipated greater supplies and heavier weights should contribute to gains in beef production compared to the prior year.  Beyond the first calendar quarter of 2011, we expect fed cattle supplies to tighten following placement of cattle with more diverse placement weights and the continuing calf crop decline.  Larger cow and bull slaughter during 2010 continues to imply herd liquidation and the trend of smaller cattle supplies into the coming years.  While the cattle supply may appear negative to NBP’s operations, recent beef demand, supported by beef export tonnage near that of pre-BSE (2003) levels and encouraging domestic economic conditions, appears positive.  Absent significant deterioration in domestic and global economic conditions, we expect cattle and beef prices to remain strong throughout 2011.

Beef Export Markets

Export markets for U.S. beef products remain constrained since the discovery of a single case of BSE in the State of Washington in December 2003, as well as other isolated cases.  In July 2006, Japan agreed to reopen its market to U.S. beef from cattle aged 20 months and younger.  South Korea announced a provisional opening of its border to U.S. beef from animals 30 months and younger in September 2006 but subsequently closed its border again in October 2007.  South Korea reopened its border and started inspecting U.S. beef near the end of June 2008.  These constraints and uncertainties have historically had a negative impact on beef demand during the periods in which they occurred.

We cannot presently assess the full economic impact of the consequences of BSE on the U.S. beef packing industry or on our operations.  Existing or new import restrictions or additional regulatory restrictions or disruptions in domestic and foreign consumer demand for beef may have a material adverse effect on our revenues and net income.

12

In December 2010, the United States Department of Agriculture (USDA) announced that China has agreed to resume talks with the Unites States regarding beef market access and that technical talks will resume with the goal of re-opening China’s market for U.S. beef under the age of 30 months in early 2011.  We cannot presently assess the full economic impact of the re-opening of China’s market to age verified beef on the U.S. beef packing industry or our operations and there can be no assurance that such talks will occur or result in re-opening of China’s market to U.S. beef products. 

Recent Events

On June 22, 2010, the Grain Inspection and Packers and Stockyards Administration published a proposed rule adding new regulations under the Packers and Stockyards Act.  If adopted as currently proposed, the new regulations could have a significant impact on marketing and procurement practices in the beef processing industry and could affect how we procure cattle for our value-added programs and how we process and market value-added beef products. We cannot presently assess the full economic impact of the proposed rule on the beef processing industry or on our operations.

Results of Operations

Thirteen weeks ended November 27, 2010 compared to thirteen weeks ended November 29, 2008

General.  Net income for the thirteen weeks ended November 27, 2010 was approximately $52.1 million compared to net income of approximately $38.4 million for the thirteen weeks ended November 28, 2009, an increase of $13.7 million.  Sales were higher in the thirteen weeks ended November 27, 2010 compared to the thirteen weeks ended November 28, 2009 due in part to an approximate 4.0% increase in the volume of cattle processed and increase in the average sales price per head of approximately14.3% during the current reporting period. 

Total costs and expenses of $1,532.9 million for the thirteen weeks ended November 27, 2010 were 96.6% of sales compared to approximately $1,299.3 million for the thirteen weeks ended November 28, 2009, or 96.8% of sales.  An increase in the volume of cattle processed, and a decrease in total costs as a percentage of sales resulted in increased operating income of approximately $11.0 million for the thirteen weeks ended November 27, 2010 compared to the thirteen weeks ended November 28, 2009. 

Net Sales.  Net sales were $1,587.3 million for the thirteen weeks ended November 27, 2010 compared to $1,342.6 million for the thirteen weeks ended November 28, 2009, an increase of $244.7 million, or 18.2%.  The increase in net sales primarily resulted from an approximately 14.3% increase in the average sales price per head during the thirteen weeks ended November 27, 2010 as the demand for beef products was stronger as compared to the thirteen weeks ended November 28, 2009.  Also contributing to the increase in net sales was an approximately 4.0% increase in the volume of cattle processed. 

Cost of Sales.  Cost of sales was $1,505.4 million for the thirteen weeks ended November 27, 2010 compared to $1,273.3 million for the thirteen weeks ended November 28, 2009, an increase of $232.1 million, or 18.2%.  The increase was primarily a result of an approximate 15.3% increase in cattle prices for the comparable periods.  Also contributing to the increase was an increase in the volume of cattle processed of approximately 4.0% during the thirteen weeks ended November 27, 2010 compared to the thirteen weeks ended November 28, 2009. 

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $14.4 million for the thirteen weeks ended November 27, 2010 compared to $13.2 million for the thirteen weeks ended November 28, 2009, an increase of approximately $1.2 million, or 9.1%.  The increase primarily reflects an increase of approximately $0.5 million in both consulting and salaries expense for the period. 

Depreciation and Amortization Expense.  Depreciation and amortization expenses were $13.1 million for the thirteen weeks ended November 27, 2010 compared to $12.8 million for the thirteen weeks ended November 28, 2009, an increase of $0.3 million, or 2.3%.  The slight increase in depreciation expense was primarily related to fixed assets being placed into service during fiscal year 2011.               

13

Operating Income.  Operating income was approximately $54.4 million for the thirteen weeks ended November 27, 2010 compared to operating income of approximately $43.4 million for the thirteen weeks ended November 28, 2009, an increase of $11.0 million, or 25.3%. The improvement in operating income during the first quarter of fiscal year 2010 resulted primarily from an increase in the sales per head of approximately 14.3% and increase in the volume of cattle processed of approximately 4.0% during the thirteen weeks ended November 27, 2010.  These increases were offset by an increase in average live cattle prices of approximately 15.3% during the period. 

Interest Expense.  Interest expense was $2.6 million for the thirteen weeks ended November 27, 2010 compared to $4.6 million for the thirteen weeks ended November 28, 2009, a decrease of $2.0 million, or 43.5%.  The decrease in interest expense during the thirteen weeks ended November 27, 2010 as compared to the thirteen weeks ended November 28, 2009 was due primarily to a decrease in the average borrowings during the period of approximately12.3%, and a decrease of approximately 226 basis points on the average daily interest rate during each of the respective reporting periods.  These decreases are primarily due to the purchase and cancellation of the remaining approximately $66.9 million of NBP’s senior notes.  Portions of these notes were outstanding during the thirteen weeks ended November 28, 2009, but were retired and cancelled in their entirety prior to the beginning of the thirteen weeks ending November 27, 2010. 

Income Tax Expense.  Income tax expense was $0.3 million and $0.4 million for the thirteen weeks ended November 27, 2010 and November 28, 2009, respectively.  Income tax expense is recorded on taxable income from National Carriers, which is organized as a C Corporation and the apportioned taxable income of NBP by certain states which impose privilege taxes. 

Net Income.  As a result of the factors described above, net income for the thirteen-week period ended November 27, 2010 was approximately $52.1 million compared to net income of approximately $38.4 million for the thirteen-week period ended November 28, 2009, an increase of approximately $13.7 million, or 35.7%.

Net Income Attributable to Noncontrolling Interest in NBP.  Noncontrolling interest in the net income of NBP for the thirteen weeks ended November 27, 2010 was $16.5 million compared to noncontrolling interest in the net income for the thirteen weeks ended November 28, 2009 of $12.7 million, a change of $3.8 million. The noncontrolling interest in NBP represents the minority owners’ interest in NBP’s earnings.

Liquidity and Capital Resources

As of November 27, 2010, we had net working capital of approximately $122.4 million, which included $149.9 million in distributions payable, and cash and cash equivalents of $48.3 million.  As of August 28, 2010, we had net working capital of approximately $208.6 million, which included cash and cash equivalents of $35.4 million, with $8.4 million in distributions payable.  NBP’s primary sources of liquidity are cash flow from operations and available borrowings under its amended and restated credit facility (Credit Facility).

As of November 27, 2010, we had $280.0 million of long-term debt, $22.2 million of which was classified as a current liability. As of November 27, 2010, NBP’s Credit Facility originally consisted of a $375.0 million term loan, of which $195.0 million was outstanding and a $250.0 million revolving line of credit loan, which had outstanding borrowings of $65.0 million, outstanding letters of credit of $24.1 million and available borrowings of $159.6 million, based on the most restrictive financial covenant calculations.  We also had a term loan with CoBank of which $0.8 million was outstanding and a $10.0 million revolving line of credit with CoBank all of which was available.  Cash flows from operations and borrowings under NBP’s Credit Facility have funded its working capital requirements, acquisitions, capital expenditures and other general corporate purposes.  USPB and NBP were in compliance with all of the financial covenants under the Credit Facilities as of November 27, 2010.

In addition to outstanding borrowings under NBP Credit Facility, NBP had outstanding borrowings under industrial revenue bonds of $12.2 million and capital lease and other obligations of $7.0 million as of November 27, 2010.

14

We believe that available borrowings under NBP’s 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.  NBP’s ability to generate sufficient cash, however, is subject to certain general economic, financial, industry, legislative, regulatory and other factors beyond its control.  For a review of our obligations that affect liquidity, please see the “Cash Payment Obligations” table in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended August 28, 2010.

Operating Activities

Net cash provided through operating activities in the thirteen weeks ended November 27, 2010 was $17.5 million compared to net cash provided through operating activities of $24.5 million in the thirteen weeks ended November 28, 2009.  The $7.0 million decrease in operating activities was primarily related a decrease in working capital changes during the period, primarily related to an increase in cash paid in fiscal year 2011 for bonuses earned in fiscal year 2010 and an increase in cash collateral posted on derivatives liabilities.  These decreases are partially offset by an increase in net income of approximately $13.7 million during the thirteen weeks ended November 27, 2010 as compared to the thirteen weeks ended November 28, 2009. 

Investing Activities

Net cash used in investing activities was $12.6 million in the thirteen weeks ended November 27, 2010 compared to $9.0 million in the thirteen weeks ended November 28, 2009.  This increase in cash used was primarily attributable to an approximate $3.9 million increase in expenditures for property, plant and equipment during the thirteen weeks ended November 27, 2010 as compared to the thirteen weeks ended November 28, 2009.

Financing Activities

Net cash provided by financing activities was $8.0 million during the thirteen weeks ended November 27, 2010 compared to net cash used in financing activities of $15.5 million during the thirteen weeks ended November 28, 2009.  The change was primarily attributed to an approximately $72.2 million increase in net receipts under our revolving credit lines during the thirteen weeks ended November 27, 2010 compared to the thirteen weeks ended November 28, 2009, and the purchase and cancellation of approximately $39.8 million of NBP’s senior notes during the thirteen weeks ended November 28, 2009.  These increases in cash provided by financing activities was partially offset by an approximate $75.0 million in borrowings under NBP’s term note payable during the thirteen weeks ended November 28, 2009 and an approximate $13.6 million change in the overdraft balances during the period. 

Amended and Restated Senior Credit Facility

Effective as of June 4, 2010, NBP’s Credit Facility was amended and restated to: (1) increase the borrowings under the Credit Facility by providing for a term loan facility of up to $375 million and a revolving line of credit of up to $250 million; (2) reduce the applicable margin on the rates of interest of the term loan and revolving line of credit; (3) revise the payment schedule of the term loan; (4) extend the maturity date of the Credit Facility to June 4, 2015; (5) remove limitations on capital expenditures; (6) add new financial covenants regarding adjusted net worth and a fixed charge coverage ratio; and (7) add two wholly owned subsidiaries, National Beef California, LP and National Carriers, Inc., as loan parties and guarantors. The lender financing charges for the amended and restated Credit Facility of approximately $4.2 million are being amortized over the life of the loan.

The borrowings under the Credit Facility bear interest at LIBOR or the Base Rate, plus the applicable margin. The applicable margin for the revolving line of credit and the term loan will be as set forth on a grid  based on different ratios of funded debt to EBITDA. As of November 27, 2010, the interest rates for the term loan and revolving loan were approximately 2.76% and 3.53%, respectively.

The borrowings under the revolving loan are available for NBP’s working capital requirements, capital expenditures and other general corporate purposes. The advance rates under the borrowing base are 90% on eligible accounts and 70% on eligible inventory. The Credit Facility is secured by a first priority lien on substantially all of NBP’s assets and the assets of its subsidiaries.

15

The principal amount outstanding under the term loan is due and payable in equal quarterly installments beginning in October 2010, based on a 10-year level amortization of the remaining amount of the term loan. All outstanding loan amounts are due and payable on June 4, 2015. Prepayment of the loans is allowed at any time.

The Credit Facility contains customary affirmative covenants relating to NBP and its subsidiaries, including, without limitation, conduct of business, maintenance of insurance, compliance with laws, maintenance of properties, keeping of books and records, and the furnishing of financial statements.  The facility also contains customary negative covenants relating to NBP and its subsidiaries, including, without limitation, restrictions on: distributions, mergers, asset sales, investments and acquisitions, encumbrances, affiliate transactions, and ERISA matters. The ability of NBP and its subsidiaries to engage in other business, incur debt or grant liens is also restricted.

The Credit Facility contains customary events of default, including, without limitation, failure to make payment when due, materially incorrect representations and warranties, breach of covenants, events of bankruptcy, default of other indebtedness that would permit acceleration of such indebtedness, the occurrence of one or more unstayed or undischarged judgments in excess of $3.0 million, changes in custody or control of NBP’s property, changes in control of NBP, failure of any of the loan documents to remain in full force, and NBP’s failure to properly fund its employee benefit plans. The Credit Facility also includes customary provisions protecting the lenders against increased costs or loss of yield resulting from changes in tax, reserve, capital adequacy and other requirements of law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The principal market risks affecting NBP’s 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. From time to time, NBP may hedge commodities in order to mitigate this price risk. While this may tend to limit its ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity prices.  To the extent the contracts are not designated as normal purchases, 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. From time to time, 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. From time to time, NBP enters into forward sales contracts at prices determined prior to shipment. NBP may hedge the commodity price risk associated with these activities in order to mitigate this price risk.  While this may tend to limit its ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity beef prices.  To the extent the contracts are not designated as normal sales, 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.

16

From time to time, NBP purchases cattle futures and options contracts.  Its primary use of these contracts is to partially determine its future input costs when NBP has committed forward sales purchase orders from customers at a specified fixed price.  The longest duration futures contract owned is sixteen months.  In accordance with ASC 815, Derivatives and Hedging, as amended, NBP accounts for futures contracts and their related firm purchase commitments at fair value.  Certain firm commitments for live cattle purchases and all firm commitments for boxed beef sales are treated as “normal purchases and sales” and not marked to market.  ASC 815 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 helps mitigate various market risks, they are not designated and accounted for as hedges 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 purchase 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.  NBP feels that sensitivity analysis more appropriately reflects the potential market value exposure associated with the use of derivative instruments.  As of November 27, 2010 and August 28, 2010, the potential change in the fair value of the derivative instruments NBP holds that are not designated as normal purchases or sales, assuming a hypothetical 10% decrease in the underlying commodity price in each year, was $9.3 million and $0.3 million, respectively. 

Interest Rates.  As a result of our 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.   As of November 27, 2010, the weighted average interest rate on our $273.0 million of variable interest debt was approximately 2.84%.  As of August 28, 2010, the weighted average interest rate on our $240.2 million of variable interest debt was approximately 2.77%. 

We had total interest expense of approximately $2.6 million during the thirteen weeks ended November 27, 2010.  The estimated increase in interest expense from a hypothetical 200 basis point increase in applicable variable interest rates would have been approximately $1.3 million during the thirteen weeks ended November 27, 2010.

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

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 Financial 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 Financial 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 November 27, 2010 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.

17

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding legal proceedings, see Note 6. Contingencies to our Consolidated Financial Statements included in Part I- Item 1 of this Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended August 28, 2010 have not materially changed.  Please refer to the Company’s report on Form 10-K for the fiscal year ended August 28, 2010 to consider those risk factors.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None

Item 5. Other Information.

None.        

Item 6. Exhibits.

(A) Exhibits

3.0	Redemption of 1999 Patronage Notices and Distribution by U.S. Premium Beef, LLC (incorporated herein by reference to Company’s Current Report on Form 8-K (File No. 333-111407) filed with the SEC on December 20, 2010).
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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 (filed herewith).
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 Act of 2002 (filed herewith).

18

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 Financial Officer (Principal Financial and Accounting Officer)

Date: January 7, 2011

19