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 2019-06-10

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 (Mark one)

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

 For the fiscal year ended December 28, 2024

 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)

 Registrant's telephone number,
including area code ( 866) 877-2525

 Securities registered pursuant to
Section 12(b) of the Act: None

 Securities registered pursuant to
Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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 No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

 Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a
report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The registrant's equity is no t traded on any exchange
or other public market; however, there have been private transactions. As of February 22, 2025, there were 735,385 Class A units and 755,385
Class B units outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 Page No.

 PART I.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 PART IV.

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 i

 MARKET AND INDUSTRY DATA AND FORECASTS

 Market data and certain industry forecasts
used throughout this report were obtained from internal surveys, market research, consultant surveys, publicly available information and
industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information
contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is
not guaranteed. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic
assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable,
based upon our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to
be inaccurate, especially over long periods of time. In addition, we do not know what assumptions regarding general economic growth were
used in preparing the forecasts we cite.

 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, livestock disease, including the identification of cattle with bovine spongiform encephalopathy
(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, 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 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

 Unless the context indicates or otherwise
requires, the terms "the Company", "we", "USPB", "our" and "us" refer to U.S.
Premium Beef, LLC. As used in this report, the term "NBP" refers to National Beef Packing Company, LLC, a Delaware limited
liability company. As used in this report, the terms "fiscal year" or "fiscal year ended" refers to our fiscal
year which ends on the last Saturday in December.

 ii

 ITEM 1.
 BUSINESS

 BUSINESS OF U.S. PREMIUM BEEF, LLC

 Overview

 USPB's mission is to increase the
quality of beef and long-term profitability of cattle producers by creating a fully integrated producer-owned beef processing system that
is a global supplier of high quality, value-added beef products responsive to consumer desires. USPB operates an integrated cattle processing
and beef marketing enterprise where consumer and processor demands and requirements are implemented through changes in genetics, feeding,
and management. USPB's unitholders benefit from its supplier alliance with NBP through (i) premiums received in excess of cash market
prices for higher quality cattle, (ii) allocations of profits and potential distributions, (iii) potential unit price appreciation, and
(iv) information that permits unitholders to make informed production decisions.

 Products and Production

 Ownership in USPB provides unitholders
access to an integrated cattle production, processing and marketing system. As the basis of that system, USPB's Class A unitholders
have a guaranteed right plus an obligation (on a one head per Class A unit per delivery year basis) to deliver cattle to USPB, pursuant
to the Uniform Cattle Delivery and Marketing Agreement (see Cattle Delivery Arrangements). USPB facilitates the delivery of cattle
to NBP for processing and subsequent product distribution and marketing. Shortly after the cattle are processed, cattle suppliers receive,
at no extra charge, individual animal carcass data previously considered proprietary by many processors. This carcass data assists producers
in refining production methodologies, thereby improving the product quality and subsequently enhancing the return to the producer.

 We believe the primary advantage of
USPB's ownership in NBP is USPB's ability to provide NBP with a consistent supply of quality beef from a known source, allowing
NBP to target higher margin value-added markets. Consumers have historically demonstrated their willingness and desire to buy branded
products that offer better value in other consumer product markets, with the Certified Angus Beef product line being an
example in the beef industry.

 Company Background

 USPB was originally organized as a tax-exempt
cooperative within the meaning of Section 521(b)(l) of the Internal Revenue Code. The cooperative began operations on December 1,
1997, when the cooperative acquired its initial interest in Farmland National Beef, now known as National Beef Packing Company, LLC (NBP).
In connection with the cooperative's purchase of its interest in Farmland National Beef, the cooperative owned the right and was
subject to the obligation to deliver cattle annually to NBP. Under that arrangement, USPB has delivered more than 20.0 million head of
cattle to NBP for processing since it commenced deliveries.

 On August 6, 2003, USPB became the majority
owner in NBP.

 On August 18, 2004, the shareholders
of U.S. Premium Beef, Ltd. approved the conversion of the cooperative into a Delaware LLC.

 On December 5, 2011, USPB entered into
a Membership Interest Purchase Agreement with Leucadia National Corporation (Leucadia Transaction). The Purchase Agreement provided for
Leucadia National Corporation to purchase 56.2415% of the membership interests in NBP from the Company for approximately $646.8 million.
The Leucadia Transaction closed on December 30, 2011. Following the close, USPB owned 15.0729% of NBP's membership interests.

 On November 29, 2019, Jefferies Financial
Group, Inc. (Jefferies, formerly Leucadia National Corporation) sold its remaining ownership interest in NBP to a combination of NBM US
Holdings, Inc., a Delaware corporation owned by Marfrig Global Foods S.A.; NBPCo Holdings, LLC; and TMK Holdings, LLC. USPB elected to
not participate in the acquisition and, as a result, USPB's ownership interest in NBP remained at 15.0729%.

 Employees

 USPB has eight employees as of December
28, 2024. The complexity of USPB's obligations under its various contracts with NBP require USPB to retain the services of key senior
management personnel with the experience, skill and expertise necessary to manage an enterprise competitive with other sophisticated participants
in the beef and meat industries. Each employee is compensated through the payment of a base salary with management being eligible for
incentive and discretionary bonuses. In addition, each employee is eligible to participate in benefits programs maintained by USPB. These
programs include group medical insurance, accidental death and dismemberment insurance and similar programs.

 USPB's employees are not unionized
and USPB believes that its relationship with its employees is good.

 Governmental Regulation and Environmental Matters

 The Company does not operate any processing
facilities itself and is therefore not subject to federal and state regulations relating to grading of animals, quality control, labeling,
sanitary control and waste disposal. Operational activities are conducted through NBP and significant efforts with respect to governmental
and environmental regulation are conducted by NBP. See Business of National Beef Packing Company, LLC - Regulation and Environmental.

 Sales, Marketing, and Customers

 NBP is the only beef processor with which
USPB has a cattle delivery agreement. The ultimate customers of and the market for the products resulting from the processing of cattle
supplied by USPB's unitholders and associates are described in Business of National Beef Packing Company, LLC.

 Beef Industry, Markets, and Competition

 As indicated above, USPB's business
activities are focused on facilitating the delivery of cattle produced by its Class A unitholders and associates to NBP. Information regarding
the beef industry, the market for beef and beef products and competition within the beef industry are described in Business of National
Beef Packing Company, LLC.

 Intellectual Property

 USPB maintains a federally registered
trademark on a U.S. Premium Beef logo that it uses periodically.

 Research and Development

 USPB does not conduct any research and
development activities.

 CATTLE DELIVERY ARRANGEMENTS

 Cattle Producers' Uniform Cattle Delivery and Marketing
Agreements and Payments to Unitholders and Associates for Cattle

 USPB facilitates the delivery of cattle
from its Class A unitholders and associates to NBP. Each Class A unitholder is required to enter into a Uniform Cattle Delivery and Marketing
Agreement (Delivery Agreement) with the Company whereby the unitholder is committed to deliver a designated number of cattle on an annual
basis. Each Class A unit held by a unitholder entitles and obligates that unitholder to deliver one head of cattle per delivery year to
USPB. The Delivery Agreements are for a term of 5 years with an "evergreen" renewal provision that automatically renews annually
in the beginning of USPB's delivery year for a subsequent five-year period.

 USPB's Class A unitholders and
associates deliver cattle to NBP for processing (NBP is the only beef processor that USPB has a cattle delivery agreement with). The resulting
beef and beef products are marketed by NBP. Each unitholder or associate is paid for the cattle delivered to NBP based on a market-based
purchase price that is subject to the agreements between USPB and NBP.

 Pursuant to the Delivery Agreement,
payment for cattle is based on the individual carcass quality of cattle delivered. As a limited liability company, allocations of profits
and losses and potential distributions are not tied to cattle delivery, but rather to the number of Class A and Class B units held and
the respective rights of those units.

 BUSINESS OF NATIONAL BEEF PACKING COMPANY, LLC

 General

 NBP is one of the largest beef processing
companies in the U.S., accounting for approximately 14% of fed cattle slaughter in the U.S. NBP processes and markets fresh and
chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets.
Based in Kansas City, Missouri, NBP had approximately 10,100 employees at December 28, 2024 and generated total revenues of $12.4 billion
in 2024.

 The largest part of NBP's revenue
is generated from the sale of boxed beef and beef by-products. NBP also generates revenues from value-added production of consumer-ready
products. In addition, NBP operates one of the largest hide tanning facilities in the world, selling wet blue leather to tanners
that produce finished leather for the automotive, luxury goods, apparel and furniture industries. Other streams of revenue include
sales of portioned beef and other products directly to consumers through internet, direct mail and direct response television by its subsidiary, Kansas
City Steak Company, LLC, and revenues generated by National Carriers, Inc., a wholly owned subsidiary that transports refrigerated freight
and livestock for NBP and a variety of other customers. NBP's profitability typically fluctuates seasonally as well as cyclically,
based on the availability of fed cattle.

 Beef Processing

 NBP's profitability is dependent,
in large part, on the spread between its cost for fed cattle, the primary raw material for its business, and the value received from selling
boxed beef and beef by-products coupled with its overall volume. NBP operates in a commodity market, and it does not have much influence
over the price it pays for cattle or the selling price it receives for the products it produces. NBP's profitability typically
fluctuates seasonally and cyclically with relatively higher margins in the spring and summer months and during times of ample cattle availability.

 Revenues in 2024 increased approximately
4% in comparison to 2023, primarily due to an increase in selling price per unit, offset, in part, by lower volume. Cost of sales increased
by approximately 5% in 2024 as compared to 2023. The increase was driven by higher cattle prices. Reduced volume and a decline in gross
margin per head resulted in lower profitability in 2024 as compared to 2023.

 Revenues in 2023 increased approximately
1% in comparison to 2022, primarily due to an increase in selling price per unit, offset, in part, by lower volume. Fiscal year 2023 included
52 weeks of activity while Fiscal year 2022 included 53 weeks. Cost of sales increased by approximately 9% in 2023 as compared to 2022.
The increase was driven by higher cattle prices. Reduced volume and a decline in gross margin per head resulted in lower profitability
in 2023 as compared to 2022.

 Sales and Marketing

 NBP markets its products to national
and regional retailers, including supermarket chains, independent grocers, club stores, wholesalers and distributors, foodservice providers
and further processors. In addition, NBP sells beef by-products to the medical, feed processing, and pet food industries. NBP
exported products to 35 countries; in 2024, and export sales represented approximately 10% of consolidated revenue. The demand for
beef is generally strongest in the spring and summer months and decreases during the winter months.

 NBP emphasizes the sale of higher-margin,
value-added products, which include branded boxed beef, consumer-ready beef and pork, portion-control beef and wet blue hides. NBP
believes its value-added products can command higher prices than commodity products because of its ability to consistently meet product
specifications, based on quality, trim, weight, size, breed or other factors, tailored to the needs of its customers. In addition
to the value-added brands that NBP owns, it licenses the use of Certified Angus Beef, a registered trademark of Certified
Angus Beef LLC, and Certified Hereford Beef, a registered trademark of Certified Hereford Beef LLC.

 Raw Materials and Procurement

 The primary raw material for the beef
processing plants is fed cattle. Fed cattle prices change daily based on supply and demand for beef and other proteins, cattle inventory
levels relative to packer demand for cattle, weather and other factors. NBP has two beef processing facilities located in southwest Kansas
and a third beef processing plant in central Iowa. The primary market area for the purchase of cattle for those facilities includes Kansas,
Texas, Nebraska, Iowa and Oklahoma. A significant portion of USPB's unitholders and associates are located in this area. The close
proximity of NBP's facilities to large supplies of cattle gives its buyers the ability to visit feedlots on a regular basis, which
enables NBP to develop strong working relationships with its suppliers, reduce its reliance on any one cattle supplier and lower in-bound
transportation costs.

 Processing Facilities

 NBP owns two beef processing facilities
located in Liberal and Dodge City, Kansas, which can each process approximately 6,000 cattle per day, and a third beef processing facility
in Tama, Iowa which can process approximately 1,200 head per day. NBP's three consumer-ready facilities are in Hummels Wharf, Pennsylvania,
Moultrie, Georgia and Kansas City, Kansas. Its ground beef patty facility is in North Baltimore, Ohio, and its tannery is in St. Joseph,
Missouri.

 Competition

 Competitive conditions exist both in the
purchase of fed cattle, as well as in the sale of beef products. Beef products compete with other protein sources, including pork
and poultry, but NBP's principal competition comes from other beef processors. NBP believes the principal competitive factors
in the beef processing industry are price, quality, food safety, customer service, product distribution, technological innovations (such
as food safety interventions and packaging technologies) and brand loyalty. Some of NBP's competitors have substantially larger
beef operations, greater financial and other resources and wider brand recognition for their products.

 Regulation and Environmental

 NBP's operations are subject
to extensive regulation by the U.S. Department of Agriculture (USDA) including its Food Safety and Inspection Service (FSIS), its Animal
and Plant Health Inspection Service (APHIS) and its Grain Inspection, Packers and Stockyards Administration (GIPSA), the Food and Drug
Administration (FDA), the U.S. Environmental Protection Agency (EPA) and other federal, state, local and foreign authorities regarding
the processing, packaging, storage, safety, distribution, advertising and labeling of its products.

 NBP is subject to the Packers and Stockyards
Act of 1921 (PSA). Among other things, this statute generally requires NBP to make full payment for livestock purchases not later than
the close of business the day after the purchase and transfer of possession or determination of the purchase price. Under the PSA,
NBP must hold in trust for the benefit of unpaid cash livestock suppliers all receivables, inventory and proceeds derived from NBP's sale
of such cattle until the sellers have received full payment. In addition, pursuant to PSA rules, as of March 28, 2024, NBP has a surety
bond in the amount of $67.8 million as a measure of protection for livestock sellers.

 The Dodge City and Liberal facilities
are subject to Title V permitting pursuant to the Federal Clean Air Act and the Kansas Air Quality Act. The St. Joseph and Tama facilities
are subject to, and operating under, secondary permits. The Dodge City, Liberal, Tama, Hummels Wharf and Moultrie facilities are subject
to Clean Air Act Risk Management Plan requirements relating to the use of ammonia as a refrigerant.

 All of NBP's plants, other than Liberal
and Tama, are indirect dischargers of wastewater to publicly owned treatment works and are subject to requirements under the federal Clean
Water Act, state and municipal laws, as well as agreements or permits with municipal or county authorities. NBP's plant in
Liberal operates a wastewater treatment plant and land applies the effluent from that plant under a permit issued by the Kansas Department
of Health and Environment. NBP's plant in Tama operates a wastewater treatment plant and is a direct discharger to the Iowa River
under a National Pollutant Discharge Elimination System permit issued by the Iowa Department of Natural Resources. Upon renewal of these
agreements and permits, NBP is from time to time required to make capital expenditures to upgrade or expand wastewater treatment facilities
to address new and more stringent discharge requirements imposed at the time of renewal. Storm water discharges from NBP's plants
are also regulated by state and local authorities.

 All of NBP's facilities generate
solid waste streams including small quantities of hazardous wastes, and the St. Joseph facility is classified as a large-quantity generator
of hazardous waste. NBP is subject to laws that provide for strict and, in certain circumstances, joint and several liability for
remediation of hazardous substances at contaminated sites; however, NBP has not received any demands that it has any liability at sites
under the Comprehensive Environmental Response, Compensation and Liability Act (Superfund) or state counterparts. All plants are
subject to community right to know reporting requirements under the Superfund Amendments and Reauthorization Act of 1986, which requires
yearly filings as to the substances used on facility premises.

 ITEM 1A.
 RISK FACTORS

 Risk Factors Associated With Operations of NBP

 The prices and availability of
key raw materials affects the profitability of its beef processing and manufacturing operations.

 The supply and market price of cattle
purchased by NBP are dependent upon a variety of factors over which NBP has no control, including fluctuations in the size of herds maintained
by producers, the relative cost of feed and energy, weather and livestock diseases. The cost of raw materials used by our manufacturing
businesses have fluctuated over time as a result of a variety of factors. Although our manufacturing businesses are not currently experiencing
any shortage of raw materials, if such shortages occur, revenues and profitability could decline.

 Outbreaks of disease affecting
livestock can adversely affect the supply of cattle and the demand for NBP's products.

 NBP is subject to risks relating to animal
health and disease control. An outbreak of disease affecting livestock (such as foot-and-mouth disease or bovine spongiform encephalopathy
(BSE), commonly referred to as mad cow disease) could result in restrictions on sales of products, restrictions on purchases of livestock
from suppliers or widespread destruction of cattle. The discovery of BSE in the past caused certain countries to restrict or prohibit
the importation of beef products. Outbreaks of diseases, or the perception by the public that an outbreak has occurred, or other
concerns regarding diseases, can lead to inadequate supply, cancellation of orders by customers and create adverse publicity, any of which
can have a significant negative impact on consumer demand and, as a result, on our consolidated financial position, cash flows and results
of operations.

 If NBP's products or products made by others
using its products become contaminated or are alleged to be contaminated, NBP may be subject to product liability claims that could adversely
affect its business.

 NBP may be subject to significant liability
in excess of insurance policy limits if its products or products made by others using NBP's products cause injury, illness or death. In
addition, NBP could recall or be required to recall products that are, or are alleged to be, contaminated, spoiled or inappropriately
labeled. Organisms producing food borne illnesses (such as E. coli) could be present in NBP's products and result in illness
or death if they are not eliminated through further processing or cooking. Contamination of NBP's or its competitors'
products may create adverse publicity or cause consumers to lose confidence in the safety and quality of beef products. Allegations of
product contamination may also be harmful even if they are untrue or result from third-party tampering. Any of these events may increase
costs or decrease demand for beef products, any of which could have a significant adverse effect on our consolidated financial condition,
cash flows and results of operations.

 NBP generally does not enter into long-term contracts
with customers; as a result, the volumes and prices at which beef products are sold are subject to market forces.

 NBP's customers generally place
orders for products on an as-needed basis and, as a result, their order levels have varied from period to period in the past and may vary
significantly in the future. The loss of one or more significant customers, a significant decline in the volume of orders from customers,
a decline in consumer demand for beef or a significant decrease in beef product prices for a sustained period of time could negatively
impact cash flows and results of operations.

 NBP's exports expose it to political and economic
risks in the U.S. and foreign countries, as well as to risks related to currency fluctuations.

 Approximately 10% of NBP's 2024
sales were export sales, primarily to Japan, Mexico, South Korea, Hong Kong, China, Taiwan, Italy and Egypt, and on average these sales
have a higher margin than domestic sales of similar products. A reduction in international sales could adversely affect revenues and margins. Risks
associated with international activities include inflation or deflation and changes in foreign currency exchange rates, including changes
in currency exchange rates of other countries that may export beef products in competition with NBP; the closing of borders by foreign
countries to product imports due to disease or other perceived health or food safety issues; exchange controls; changes in tariffs; changes
in political or economic conditions; trade restrictions and changes in regulatory requirements. The occurrence of any of these events
could increase costs, lower demand for products or limit operations, which could have a significant adverse effect on cash flows, results
of operations and future prospects.

 NBP incurs substantial costs to comply with environmental
regulations and could incur additional costs as a result of new regulations or compliance failures that result in civil or criminal penalties,
liability for damages and negative publicity.

 NBP's operations are subject to
extensive and stringent environmental regulations administered by the EPA and state, local and other authorities with regards to water
usage, wastewater and storm water discharge, air emissions and odor, and waste management and disposal. Failure to comply with these laws
and regulations could have serious consequences, including criminal, civil and administrative penalties and negative publicity. In addition,
NBP incurs and will continue to incur significant capital and operating expenditures to comply with existing and new or more stringent
regulations and requirements. Most of NBP's processing facilities procure wastewater treatment services from municipal or other
regional governmental agencies that are in turn subject to environmental laws and permit limits regarding their water discharges. The
remaining processing facilities operate wastewater treatment facilities that are subject to environmental laws and permit limits. As permit
limits are becoming more stringent, upgrades and capital improvements to these treatment facilities are likely. In locations where
NBP is a significant volume discharger, it could be asked to contribute toward the costs of such upgrades or to pay significantly increased
water or sewer charges to recoup such upgrade costs. NBP may also be required to undertake upgrades and make capital improvements
to its own wastewater pretreatment facilities, the cost of which could be significant. Compliance with environmental regulations
has had and will continue to have a significant impact on NBP's cash flows and profitability. In addition, under most environmental
laws, most notably the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and analogous state laws, NBP could
be held liable for the cost to investigate or remediate any contamination at properties it owns or operates, or as to which it arranges
for the disposal or treatment of hazardous substances, as such liability is imposed without regard to fault.

 NBP is subject to extensive governmental regulation
and noncompliance with or changes in applicable requirements could adversely affect its business, financial condition, cash flows and
results of operations.

 In addition to the environmental laws
and regulations noted above, NBP is subject to extensive and evolving regulation and oversight, including regulation by the USDA (and
its FSIS, APHIS and GIPSA agencies), the FDA, the DOL, the EEOC, the DHS and other federal, state, local and foreign authorities. This
regulation and oversight pertains to all aspects of NBP's operations, including (i) the procurement of cattle, (ii) the processing,
packaging, storage, safety, distribution and sale, advertising and labeling of its products, and (iii) the recruitment, employment, retention
and safety of its employees. Accordingly, the failure or alleged failure to comply with existing or new laws and regulations could expose
NBP to legal claims and enforcement actions and could result in administrative penalties and injunctive relief, civil remedies, fines,
interruption of operations, recalls of products or seizures of properties, potential criminal sanctions and personal injury or other damage
claims. These remedies, changes in the applicable laws and regulations or discovery of currently unknown conditions could increase
costs, limit business operations and reduce profitability.

 NBP's performance depends on an adequate labor
supply and favorable labor relations with its employees, in particular employees represented by collective bargaining agreements.

 A substantial number of NBP's employees
are covered by collective bargaining agreements. In addition, many industries in the United States have recently experienced a shortage
of trained labor, often for reasons beyond their control. A failure to procure and retain an adequate labor supply or a labor-related
work stoppage by unionized employees, or employees who become unionized in the future, could limit NBP's ability to process and
ship products or could increase costs. Any significant decrease in adequately trained labor, any significant increase in labor costs,
deterioration of employee relations, slowdowns or work stoppages at any of NBP's locations, whether due to union activities, employee
turnover, pandemic or otherwise, could have a material adverse effect on our financial condition, cash flows and results of operations.

 NBP faces industry-wide legal actions in connection
with its business activities, and current or future legal actions may result in material liabilities and losses.

 NBP has been named, and from time to time
may be named, in various industry-wide legal actions, including arbitrations, class or representative actions, actions or inquiries by
state attorneys general and other regulators, and other litigation arising in connection with its business activities. Adverse outcomes
related to legal actions could result in substantial damages and could cause NBP's earnings to decline.

 NBP is a defendant in five class action
lawsuits in the United States District Court for the District of Minnesota alleging that it violated some combination of the Sherman Antitrust
Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and two class action lawsuits in Canada alleging
violations of Canadian Competition Act and various provincial laws. (the "Beef Antitrust Cases"). Since
the original class action complaints were filed, certain purchasers of beef products have opted to file individual complaints and to proceed
with direct actions making similar claims, and others may do so in the future. NBP is also a defendant in a class action lawsuit
alleging that it directly and through industry wage surveys and a benchmarking service exchanged
information regarding compensation and benefits in an effort to depress and stabilize wages and benefits in violation of federal antitrust
laws (the "Wage Rate Antitrust Case"). NBP believes it has meritorious defenses to the claims in the Beef Antitrust
Cases and the Wage Rate Antitrust Case and intends to defend these cases, and any other cases, vigorously; however,
NBP has entered into a settlement agreement on the Wage Rate Antitrust Case that has been preliminarily approved by the District Court.
There can be no assurances, however, as to the outcome of these matters or the impact on the NBP's consolidated financial position,
results of operations and cash flows. USPB has no way of predicting what, if any, impact the litigation will have on the earnings
distributed by NBP to USPB. For information regarding legal proceedings, see Note 8. "Legal Proceedings" in USPB's
consolidated financial statements included in Item 8. "Financial Statements and Supplementary Data".

 Risk Factors Associated with USPB

 USPB facilitates the delivery of the cattle provided
by its Class A unitholders and associates to NBP and does not have arrangements for alternative markets for its Class A unitholders and
associates cattle.

 NBP is the only beef processor that USPB
has a cattle delivery agreement with. USPB has not developed alternative customers for the cattle delivered by USPB's Class A unitholders
and associates. If events were to occur which would prevent NBP from purchasing and processing the cattle supplied by USPB's Class
A unitholders and associates, USPB would need to exercise provisions in its agreements with both NBP and USPB's Class A unitholders
that would permit USPB to reduce the number of cattle acquired from Class A unitholders and sold to NBP. While such provisions would mitigate
harm to USPB, it is likely that the value of the Class A and Class B units and the associated delivery rights held by USPB's Class
A unitholders would be impaired.

 USPB's investment in NBP could become impaired.

 USPB's investment in NBP is carried
under the equity method of accounting. Although NBP's results from operations were highly profitable prior to fiscal year
2024, pandemic events such as COVID-19, industry trends, and other economic factors could have a negative impact on NBP's operations
and cash flows. As a result, the fair market value of USPB's investment in NBP could decrease to a level that is less than the
carrying value. If such situation is deemed to not be temporary, USPB would record an impairment charge, which may have an impact
on the trading values of USPB's Class A and Class B units.

 Pandemics, such as COVID-19, may adversely affect NBP's
ability to keep the cattle slaughter at normal levels, the ability of USPB members to deliver cattle for processing based on their ownership
of Class A units may be impacted.

 Pandemics may cause NBP to temporarily
reduce fed cattle slaughter at several of its beef processing plants. If NBP is unable to maintain the slaughter at normal levels
for an extended period, USPB members may be delayed in delivering their cattle or may be required to deliver to a different NBP processing
plant. As the right and obligation to deliver cattle is associated with ownership of USPB's Class A units, such a result may impact
the value or liquidity of Class A units.

 The other members of NBP do not deliver cattle to NBP
for processing, creating the possibility that the interests of those other members of NBP could conflict with the interests of USPB and
its unitholders.

 The other members of NBP do not deliver
cattle to NBP for processing and marketing. As a result, conflicts of interest may arise between USPB and NBP relating to cattle purchases.
If a dispute were to arise, the settlement of any such dispute may not be on terms as favorable to USPB as would be expected if all of
the members of NBP were involved in the delivery of cattle to NBP for processing.

 The Internal Revenue Service could assert that USPB
should be treated as a corporation for federal income tax purposes.

 Under applicable regulations, an unincorporated
entity such as a limited liability company is treated as a partnership for federal income tax purposes unless the entity is considered
a "publicly traded partnership" or the entity affirmatively elects to be taxed as a corporation. USPB has not elected to be
taxed as a corporation, and USPB believes that it should be treated as a partnership not taxable as a corporation for federal income tax
purposes. Further, USPB has not requested and will not request any ruling from the IRS, however, with respect to its classification as
a partnership for federal income tax purposes. If the IRS were to assert successfully that USPB were taxable as a corporation for federal
income tax purposes in any taxable year, holders of Class A units and Class B units would not be required to report on their federal income
tax returns their allocable share of USPB's items of income, gain, deduction, and loss for that year and USPB would be subject to
tax on its net income for that year at corporate tax rates. In addition, any distributions would be taxable to holders of Class A units
and Class B units as dividend income. Taxation of USPB as a corporation could materially reduce the after-tax return on an investment
in Class A units and Class B units and could substantially reduce the value of the Class A units and Class B units.

 Failure to achieve and maintain effective internal
controls could have a material adverse effect on USPB's business, operating results and financial condition.

 USPB documents and tests its internal
control procedures in order to satisfy the requirements of the Sarbanes-Oxley Act, which requires annual management assessments of the
effectiveness of its internal controls over financial reporting. This process is both costly and challenging. If USPB fails to achieve
and maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, it may
not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance
with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for USPB to produce reliable financial reports and are
important to helping prevent financial fraud. If USPB cannot provide reliable financial reports or prevent fraud, its business and operating
results could be harmed, investors could lose confidence in its reported financial information, and its business, results of operation
and financial condition could be adversely affected.

 USPB depends on the service of key senior management
personnel, the loss of which could materially harm its business.

 USPB's continued success will depend,
in part, on the efforts of its key senior management personnel. The market for qualified personnel is competitive and USPB's future
success will depend on its ability to attract and retain these personnel. USPB does not have long-term employment agreements with most
of its senior management. USPB may not be able to negotiate either new contracts or renewals of any existing long-term employment agreements
on terms favorable to USPB or at all. The loss of the services of any of USPB's key senior management personnel or the failure
to attract and retain highly skilled personnel in the future could have a material adverse effect on USPB's business, results of
operations and financial condition.

 ITEM 1B.
 UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C.
 CYBERSECURITY

 Risk
Management and Strategy

 As part of our information technology
 needs, we have contracted with NBP to provide certain equipment and services related to telephone systems, servers, network access,
 desktop and end-user support, and back-office equipment support. Inherent in the services provided by NBP are its efforts to assess,
 identify and manage risks from cybersecurity threats related to the specific equipment and services it provides us. We
 have no independent internal processes for addressing cybersecurity threats and have not
 integrated any processes provided by NBP in assessing, identifying and managing risks from cybersecurity threats into
 our overall risk management system; however, we receive and review monthly reports from NBP on user access changes to our electronic
 accounting file share folder and address any concerns immediately.

 We are not aware of any risks from cybersecurity
threats or previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, our business
strategy, results of operations or financial condition.

 The
Board of Directors has the responsibility to require USPB to have adequate oversight of risks from cybersecurity threats. Management's
role in assessing and managing our risks from cybersecurity risks has similarly been limited to the engagement of NBP to provide information
technology equipment and services. If
 NBP were to inform us of a cybersecurity incident, that incident would be reported to the Board
of Directors,
if material in nature.

 ITEM 2.
 PROPERTIES

 USPB's corporate office is located
at 12200 Ambassador Drive, Suite 501, Kansas City, Missouri 64163, in proximity to the corporate offices of NBP.

 ITEM 3.
 LEGAL PROCEEDINGS

 For information
regarding legal proceedings, see Note 8. Legal Proceedings in USPB's consolidated financial statements included in Item
8. "Financial Statements and Supplementary Data".

 ITEM 4.
 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.
 MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES

 There is no established public trading
market for any class of common equity of USPB. As of February 22, 2025, there were 488 record holders of Class A units and 509 record
holders of Class B units. The per unit transfer prices for the fiscal years 2024 and 2023 by quarter were as follows:

 Affiliated Sales

 Third Party Sales

 Low

 High

 Low

 High

 Low

 High

 Low

 High

 Fiscal Year 2024

 Quarter ending:

 March 30, 2024

 $
 450.00

 $

 $
 300.00

 $

 $
 363.00

 $

 $
 846.00

 $

 June 29, 2024

 $
 250.00

 $
 467.00

 $
 350.00

 $
 782.00

 $
 510.00

 $
 510.00

 $
 720.00

 $
 790.00

 September 28, 2024

 $
 166.54

 $
 166.54

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 Subsequent to December 28, 2024

 $
 400.00

 $
 510.00

 $
 700.00

 $
 748.00

 $
 334.00

 $
 334.00

 $
 –

 $
 –

 Fiscal Year 2023

 Quarter ending:

 March 25, 2023

 $
 202.71

 $
 202.71

 $
 449.32

 $
 449.32

 $

 $

 $

 $

 June 24, 2023

 $
 220.00

 $

 $
 805.00

 $
 850.00

 $
 551.00

 $
 551.00

 $

 $

 September 30, 2023

 $

 $

 $
 997.17

 $
 1,011.40

 $
 551.00

 $
 552.00

 $
 950.00

 $
 950.00

 $

 $
 550.75

 $

 $
 1,011.40

 $
 450.00

 $
 450.00

 $
 750.00

 $

 Subsequent to December 30, 2023

 $

 $

 $

 $

 $
 363.00

 $

 $

 $

 The affiliated sales represent transfers
that were not at arms-length and, therefore, the transfer prices disclosed above are not necessarily indicative of the market
value of the Class A and Class B units during the periods in question.

 During fiscal years 2024 and 2023,
USPB's Board of Directors (Board of Directors) approved the following per unit cash distributions to be made to its Class A and
Class B unitholders:

 Fiscal Year 2024

 March 20, 2024

 $
 0.45

 $
 3.93

 June 4, 2024

 $
 0.29

 $
 2.55

 June 14, 2024

 $
 0.62

 $
 5.44

 Fiscal Year 2023

 April 3, 2023

 $
 0.45

 $
 3.93

 April 17, 2023

 $
 2.79

 $
 24.45

 May 12, 2023

 $
 2.72

 $
 23.83

 June 5, 2023

 $
 0.67

 $
 5.90

 September 5, 2023

 $
 0.49

 $
 4.31

 November 16, 2023

 $
 2.72

 $
 23.83

 December 20, 2023

 $
 0.14

 $
 1.18

 The payment of cash distributions is
made only from assets legally available for that purpose and depends on the Company's financial condition, results of operations,
and other factors then deemed relevant by USPB's Board of Directors. Cash distributions are paid to the holders of Class A and Class
B units at the discretion of the Board of Directors and with notice to USPB's senior lenders.

 For a discussion of equity compensation
plans, see Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.

 ITEM 6.
 SELECTED FINANCIAL DATA

 Not applicable.

 ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion should be
read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this report.
In addition to historical information, the following discussion and other parts of this report contain forward-looking information that
involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information
due to the factors discussed under Item 1A, Risk Factors, Disclosure Regarding Forward-Looking Statements and elsewhere
in this report.

 Overview

 USPB was formed as a closed marketing
cooperative on July 1, 1996. Its mission is to increase the quality of beef and long-term profitability of cattle producers by creating
a fully integrated producer-owned beef processing system that is a global supplier of high quality, value-added beef products responsive
to consumer desires. USPB operates an integrated cattle processing and beef marketing enterprise where consumer and processor demands
and requirements are implemented through changes in genetics, feeding, and management. USPB's unitholders benefit from its supplier
alliance with NBP through (i) premiums received in excess of cash market prices for higher quality cattle, (ii) allocations of profits
and potential distributions, (iii) potential unit price appreciation, and (iv) information that permits unitholders to make informed production
decisions.

 Effective August 29, 2004, the cooperative
restructured into a limited liability company (LLC) under Delaware law (the Conversion). The business of USPB, the cooperative, is being
continued in the LLC form of business organization.

 As USPB filed a registration statement
with the Securities and Exchange Commission (SEC) in connection with its 2004 Conversion from the cooperative form of business organization
to an LLC structure, USPB is subject to the informational requirements of the Securities Exchange Act of 1934 (Exchange Act), although
USPB is not required to be registered under the Exchange Act. Accordingly, USPB files periodic reports and other information with the
SEC. Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street,
N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that
contains reports and information statements and other information regarding USPB and other issuers that file electronically.

 On December 30, 2011, USPB sold the
majority of its membership interests in NBP to Leucadia National Corporation. Following the sale, USPB owned 15.0729% of NBP's membership
interests.

 On November 29, 2019, Jefferies (formerly
"Leucadia National Corporation") sold its remaining ownership interest in NBP to a combination of NBM US Holdings, Inc., a
Delaware corporation owned by Marfrig Global Foods S.A.; NBPCo Holdings, LLC; and TMK Holdings, LLC. USPB elected to not participate in
the acquisition and, as a result, USPB's ownership interest in NBP remained at 15.0729%.

 USPB's investment in NBP is accounted
for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial
or operational control. NBP's financial statements and footnotes are attached to USPB's 10-K. As a result of its investment
in NBP, substantially all of USPB's income comes from its proportionate share of NBP's net income.

 Products and Production

 USPB provides an integrated cattle
production, processing and marketing system for the benefit of its unitholders and associates. As the basis of that system, USPB's
Class A unitholders have a guaranteed right plus an obligation (on a one head per Class A unit per delivery year basis) to deliver cattle
to USPB, pursuant to the Uniform Cattle Delivery and Marketing Agreement (see Cattle Delivery Arrangements). USPB facilitates the
delivery of cattle to NBP for processing and subsequent product distribution and marketing. Shortly after the cattle are processed, cattle
suppliers receive, at no extra charge, individual animal carcass data previously considered proprietary by many processors. This carcass
data assists producers in refining production methodologies, thereby improving the product quality and subsequently enhancing the return
to the producer.

 We believe the primary advantage of
USPB's ownership in NBP is USPB's ability to provide NBP with a consistent supply of quality beef from a known source, allowing
NBP to target higher margin value-added markets. Consumers have historically demonstrated their willingness and desire to buy branded
products that offer better value in other consumer product markets, with the Certified Angus Beef product line being an
example in the beef industry.

 NBP is one of the largest beef processing
companies in the U.S., accounting for approximately 14% of fed cattle slaughter in the U.S. NBP processes and markets fresh and
chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets.
Based in Kansas City, Missouri, NBP had approximately 10,100 employees at December 28, 2024 and generated total revenues of $12.4 billion
in 2024.

 The largest part of NBP's revenue
is generated from the sale of boxed beef and beef by-products. NBP also generates revenues from value-added production of consumer-ready
products. In addition, NBP operates one of the largest hide tanning facilities in the world, selling wet blue leather to tanners
that produce finished leather for the automotive, luxury goods, apparel and furniture industries. Other streams of revenue include
sales of portioned beef and other products directly to consumers through internet, direct mail and direct response television by its subsidiary, Kansas
City Steak Company, LLC, and revenues generated by National Carriers, Inc., a wholly owned subsidiary that transports refrigerated freight
and livestock for NBP and a variety of other customers. NBP's profitability typically fluctuates seasonally as well as cyclically,
based on the availability of fed cattle.

 Critical Accounting Policies and Estimates

 The following discussion and analysis
of financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent
assets and liabilities. On an ongoing basis, management evaluates and revises its estimates based on historical experience and other assumptions
we believe are reasonable under the circumstances. Actual results may differ from those estimates. Changes in our estimates could materially
affect our results of operations and financial condition for any particular period. We believe USPB's most critical accounting policy
is as follows:

 Accounting for Investment in NBP.
On December 30, 2011, USPB sold the majority of its ownership interest in NBP to Leucadia National Corporation. On that date, USPB's
investment in NBP was measured at fair value and has since been carried under the equity method of accounting. Operating losses, economic
and industry events, and a variety of other factors may result in a decrease in the value of the investment, which is other than temporary.
Such potential other than temporary decreases in value would cause the Company to record an impairment charge, which may have an impact
on the trading values of USPB's Class A and Class B units.

 Results of Operations

 The following table presents the statements
of operations data for USPB for the periods indicated:

 (millions of dollars)

 $
 –

 $
 –

 $
 –

 Costs and expenses:

 –

 –

 –

 Selling, general, and administrative

 3.3

 3.5

 7.1

 Operating loss

 (3.3
)

 (3.5
)

 (7.1
)

 Other income:

 3.0

 3.2

 1.1

 Equity in income of National Beef Packing Company, LLC

 6.8

 41.2

 174.7

 1.0

 0.7

 0.7

 Total other income, net

 10.8

 45.1

 176.5

 $
 7.5

 $
 41.6

 $
 169.4

 Fiscal Year Ended December 28, 2024 compared to December
30, 2023

 Net Sales. There
were no sales during the fifty-two week period ended December 28, 2024 and the fifty-two week period ended December 30, 2023.

 Cost of Sales. There were no
cost of sales during the fifty-two week period ended December 28, 2024 and the fifty-two week period ended December 30, 2023.

 Selling, General and Administrative
Expenses. Selling, general and administrative expenses were approximately $3.3 million for the fifty-two weeks ended December 28,
2024 compared to approximately $3.5 million for the fifty-two weeks ended December 30, 2023, a decrease of approximately $0.2 million.
The decrease is primarily due to lower bonus expense, which decreased primarily as a result of lower net income.

 Operating Loss. Operating loss
was approximately $3.3 million for the fifty-two weeks ended December 28, 2024 compared to approximately $3.5 million for the fifty-two
weeks ended December 30, 2023, a decrease of approximately $.0.2 million. The decrease was due to the decrease in Selling,
General and Administrative Expenses discussed above.

 Interest Income. Interest income
was $3.0 million during the fifty-two weeks ended December 28, 2024 and $3.2 million in the fifty-two weeks ended December 31, 2023, a
decrease of approximately $0.2 million. The decrease was due to lower interest rates.

 Equity in Income of National Beef
Packing Company, LLC. Equity in NBP income was $6.8 million for the fifty-two weeks ended December 28, 2024 compared to $41.2 million
for the fifty-two weeks ended December 30, 2023, a decrease of approximately $34.4 million. The combined effects of lower gross margins
per head and higher costs led to lower profitability in 2024 as compared to 2023. USPB carries its 15.0729% investment in NBP under the
equity method of accounting.

 Other, net. Other income was
$1.0 million for the fifty-two weeks ended December 28, 2024 compared to $0.7 million for the fifty-two weeks ended December 30, 2023.
Other, net is primarily due to delivery right lease income on company-owned delivery rights.

 Income Tax Expense. USPB is
structured as an LLC and is therefore not subject to income taxes at the company level. See USPB's Notes to Financial Statements
(Note 2) for further information.

 Net Income. Net income for the
fifty-two weeks ended December 28, 2024 was approximately $7.5 million compared to approximately $41.6 million for the fifty-two
weeks ended December 30, 2023, a decrease of approximately $34.1 million. The decrease was due to substantially lower net income at NBP.

 Fiscal Year Ended December 30, 2023 compared to December
31, 2022

 Net Sales. There
were no sales during the fifty-two week period ended December 30, 2023 and the fifty-three week period ended December 31, 2022.

 Cost of Sales. There were no
cost of sales during the fifty-two week period ended December 30, 2023 and the fifty-three week period ended December 31, 2022.

 Selling, General and Administrative
Expenses. Selling, general and administrative expenses were approximately $3.5 million for the fifty-two weeks ended December 30,
2023, compared to approximately $7.1 million for the fifty-three weeks ended December 31, 2022, a decrease of approximately $3.6 million.
The decrease is primarily due to lower phantom unit plan expense, which decreased primarily as a result of lower distribution dilution
accruals.

 Operating Loss. Operating loss
was approximately $3.5 million for the fifty-two weeks ended December 30, 2023 compared to approximately $7.1 million for the fifty-three
weeks ended December 31, 2022, a decrease of approximately $3.6 million. The decrease was due to the decrease in Selling,
General and Administrative Expenses discussed above.

 Interest Income. Interest income
was $3.2 million during the fifty-two weeks ended December 30, 2023 and $1.1 million in the fifty-three weeks ended December 31, 2022,
an increase of approximately $2.1 million. The increase was due to higher interest rates.

 Equity in Income of National Beef
Packing Company, LLC. Equity in NBP income was $41.2 million for the fifty-two weeks ended December 30, 2023 compared to $174.7 million
for the fifty-three weeks ended December 31, 2022, a decrease of approximately $133.5 million. The combined effects of lower gross margins
per head and higher costs led to lower profitability in 2023 as compared to 2022. USPB carries its 15.0729% investment in NBP under the
equity method of accounting.

 Other, net. Other income was
$0.7 million for the fifty-two weeks ended December 30, 2023 compared to $0.7 million for the fifty-three weeks ended December 31, 2022.
Other, net is primarily due to delivery right lease income on company-owned delivery rights.

 Income Tax Expense. USPB is
structured as an LLC and is therefore not subject to income taxes at the company level. See USPB's Notes to Financial Statements
(Note 2) for further information.

 Net Income. Net income for the
fifty-two weeks ended December 30, 2023 was approximately $41.6 million compared to approximately $169.4 million for the fifty-three
weeks ended December 31, 2022, a decrease of approximately $127.8 million. The decrease was due to substantially lower net income at NBP.

 Liquidity and Capital Resources

 As of December 28, 2024, we had net working
capital (the excess of current assets over current liabilities) of approximately $67.5 million, which included cash and cash equivalents
of $39.0 million. As of December 30, 2023, we had net working capital of approximately $76.7 million, which included cash and cash equivalents
of $58.5 million. Our primary sources of liquidity for fiscal years 2024 and 2023 were cash, cash flows from operating activities, which
includes distributions received from NBP, and available borrowings under the Credit Agreement and Master Loan Agreement with CoBank. Our
principal uses of cash are distributions to our members and working capital.

 USPB's material contractual obligations
include non-compete payments to be made to its Chief Executive Officer when he retires and payments for leased office space, the present
value of which are approximately $0.3 million and $0.3 million, respectively.

 CoBank Debt

 On July 13, 2020, USPB and CoBank, ACB
(CoBank), entered into a Credit Agreement, Amended and Restated Revolving Term Promissory Note (Promissory Note), and an Affirmation of
Pledge Agreement (New Loan Agreements). The New Loan Agreements replace, amend and restate the arrangements between CoBank and USPB contained
in that certain Master Loan Agreement, Revolving Term Loan Supplement to the Master Loan Agreement, Pledge Agreement, and Security Agreement
dated July 26, 2011, as amended.

 The New Loan Agreements provide for a
$1.0 million revolving term commitment. That commitment carries a term of five years, maturing on June 30, 2025. All of the $1.0 million
revolving credit commitment was available as of December 28, 2024. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide
for an interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of 0.00% and Daily Simple SOFR
(as defined in the agreement). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB's
Membership Interests in, and Distributions from, NBP.

 As of December 28, 2024, USPB had no long-term
debt outstanding. We had a $1.0 million Revolving Term Commitment with CoBank, all of which was available. USPB was in compliance with
the financial covenant under its Credit Agreement as of December 28, 2024 and December 30, 2023.

 Cash Flows

 Net cash provided by (used in):

 Operating activities

 $

 $
 54,142

 $
 205,907

 Investing activities

 (10,224
)

 (20,009
)

 (53
)

 Financing activities

 (10,003
)

 (73,384
)

 (238,522
)

 Net (decrease) increase in cash and cash equivalents

 $
 (19,473
)

 $
 (39,251
)

 $
 (32,668
)

 Operating Activities

 Net cash provided by operating activities
was $0.8 million in the fifty-two weeks ended December 28, 2024 as compared to $54.1 million in the fifty-two weeks ended December 30,
2023. The $53.3 million decrease was primarily due to decreased distributions received from NBP that were classified as a distribution
from Operating Activities.

 Net cash provided by operating activities
was $54.1 million in the fifty-two weeks ended December 30, 2023 as compared to $205.9 million in the fifty-three weeks ended December
31, 2022. The $151.8 million decrease was primarily due to decreased distributions received from NBP that were classified as a distribution
from Operating Activities.

 Investing Activities

 Net cash used in investing activities
was approximately $10.2 million in the fifty-two weeks ended December 28, 2024 compared to $20.0 in the fifty-two weeks ended December
30, 2023. The change was due to an investment in certificates of deposit at USBank in 2024.

 Net cash used
in investing activities was approximately $20.0 million in the fifty-two weeks ended December 30, 2023 compared to $0.1 in the fifty-three
weeks ended December 31, 2022. The change was due to an investment in a certificate of deposit at USBank in 2023.

 Financing Activities

 Net cash used in financing activities
was $10.0 million in fifty-two weeks ended December 28, 2024 as compared to $73.4 million in the fifty-two weeks ended December 30, 2023.
The $63.4 million decrease was due to a decrease in distributions to members in the fifty-two weeks ended December 28, 2024, compared
to the fifty-two weeks ended December 30, 2023.

 Net cash used in financing activities
was $73.4 million in the fifty-two weeks ended December 30, 2023 as compared to $238.5 million in the fifty-three weeks ended December
31, 2022. The $165.1 million decrease was due to a decrease in distributions to members in the fifty-two weeks ended December 30, 2023,
compared to the fifty-three weeks ended December 31, 2022.

 USPB believes cash, cash flows from
operating activities, and available borrowings under the Credit Agreement will be sufficient to support its working capital and cash flow
requirements.

 Off-Balance Sheet Arrangements

 As of December 28, 2024 and December
30, 2023, we did not have any material off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

 Inflation

 We believe our results of operations
are not materially affected by moderate changes in the inflation rate. Inflation and changing prices did not have a material effect on
our operations in fiscal years 2024 and 2023. Severe increases in inflation, however, could affect the global and U.S. economies and could
have an adverse effect on our business, financial condition and results of operations.

 Seasonality and Fluctuations in Operating Results

 The Company's operating results
are influenced by seasonal factors in the beef industry and fluctuations in the number of fed cattle. These factors affect the price NBP
pays for livestock as well as the ultimate price at which NBP sells its products. The seasonal demand for beef products is highest in
the summer and spring months as weather patterns permit more outdoor activities and there is an increased demand for higher value items
that are grilled, such as steaks. Both live cattle prices and boxed beef prices tend to be at seasonal highs during the summer and fall.
Because of higher consumption, more favorable growing conditions and the housing of animals in feedlots for the winter months, there are
generally more cattle available in the summer and fall.

 ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The principal market risk affecting USPB's
business is exposure to interest rate risk, to the extent the Company has debt outstanding. As of December 28, 2024, the Company did not
have any outstanding debt.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements and notes thereto,
and other information required by this Item 8, are included in this report beginning on page F-1.

 ITEM 9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.
 CONTROLS AND PROCEDURES

 We maintain a system of controls and
procedures designed to provide reasonable assurance as to the reliability of the 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 Annual Report on Form 10-K, 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 control over financial
reporting during the fifty-two weeks ended December 28, 2024 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.

 Management's Report on Internal
Control over Financial Reporting

 Management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934,
as amended. The Company's internal control over financial reporting is designed to provide reasonable assurance as to the reliability
of the Company's financial reporting and the preparation of financial statements in accordance with GAAP. Our internal control over
financial reporting includes those policies and procedures that:

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company;

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and managers of the Company; and

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company's assets that could have a material effect on the Company's financial statements.

 Internal control over financial reporting,
no matter how well designed, has inherent limitations. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, internal control over financial reporting determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management has assessed the effectiveness
of the Company's internal control over financial reporting as of December 28, 2024. In making this assessment, management used the
criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework (2013 Framework).

 Based on the Company's processes
and assessment, as described above, management has concluded that, as of December 28, 2024, the Company's internal control over
financial reporting was effective.

 This annual report does not include a
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit
us to provide only management's report in this annual report.

 ITEM 9B.
 OTHER INFORMATION

 Trading Plans.

 The Company may purchase a portion
of its outstanding Class A and Class B units from time to time in accordance with the limits imposed under the CoBank Credit Agreement.

 During the quarter ended December 28,
2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each
term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Board of Directors

 USPB's business and affairs are
governed by its Board of Directors. The Board of Directors is to consist of seven directors. The Board of Directors has full authority
to act on behalf of USPB. The Board of Directors act collectively through meetings, committees and executive officers it appoints. In
addition, USPB employs a staff of professionals to manage the day-to-day business of USPB. The members of the Board of Directors, nominees
to the Board of Directors and the executive officers are identified below. There are no arrangements or understandings pursuant to which
any director, nominee to become a director or executive officer was elected or appointed.

 Name

 Age

 Positions and Offices with Registrant

 Term Expires in March of FY

 Mark R. Gardiner

 Chairman of the Board

 2026

 Joe M. Morgan

 Vice Chairman of the Board

 2026

 Jerry L. Bohn

 Secretary

 2025

 Wayne L. Carpenter

 2025

 John M. Freund

 2026

 Randall Spare

 2027

 Jeff H. Sternberger

 2027

 —

 —

 —

 Mark R. Gardiner. Mr. Gardiner
is President of Gardiner Angus Ranch, Inc. (GAR), a family owned purebred and commercial Angus operation headquartered at Ashland, Kansas,
with 10 seedstock satellite cowherds across the United States and Australia. Mr. Gardiner has been involved with the management of
GAR since 1983. GAR markets over 2,000 bulls and 700 females per year to both commercial and seedstock beef producers throughout the United
States. GAR also runs an embryo transfer program that makes more than 3,500 transfers per year, including more than 60% of GAR's
1,500-plus head of registered Angus calves born each year. A percentage of its calves are finished at commercial feedlots to provide carcass
data on all Gardiner sires. In addition to a native range program, GAR operates a significant dryland farming enterprise. Mr. Gardiner
is a member of the National Cattlemen's Beef Association, Kansas Livestock Association, American Angus Association, Kansas Angus
Association and the Beef Improvement Federation. He also serves on the Board of Irsik & Doll Company, a privately held company primarily
involved in cattle feeding, grain and feed merchandising. Mr. Gardiner has served as a member of the Company's Board of Directors
since 1996. He was elected Secretary/Treasurer of the Company's Board in 2003, Vice Chairman of the Board in 2004 and Chairman of
the Board in 2006. Mr. Gardiner holds a Bachelor's degree from Kansas State University in Animal Sciences and Industry. As
a member of USPB's Board of Directors, Mr. Gardiner and the entities he is associated with that deliver cattle to USPB are considered
affiliates of USPB.

 Joe M. Morgan. Mr. Morgan has
been managing commercial feed yards since 1983. He is now CEO of Poky Feeders and part owner since 1987. Mr. Morgan has been involved
with employee issues and the growth of Poky Feeders (starting with a capacity of 17,000 head to today of over 100,000 head), plus ranches
in six states. Mr. Morgan has had responsibility for all banking of Poky Feeders for over 35 years and has responsibility for risk management
of all feeding entities. He also has farming interests in Iowa and is a member of the National Cattlemen's Beef Association and
the Kansas Livestock Association. Mr. Morgan holds a Bachelor's degree in Animal Science from Iowa State University. Mr. Morgan
has served as a member of the Company's Board of Directors since 2007 and as a Nominating Committee member prior to 2007. As a member
of USPB's Board of Directors, Mr. Morgan and the entities he is associated with that deliver cattle to USPB are considered affiliates
of USPB.

 Jerry L. Bohn. Mr. Bohn is a
board member and owner of Pratt Feeders. Mr. Bohn also owns and manages a 2,000 to 3,000 head cattle operation which includes grazing
and finishing cattle. Throughout Mr. Bohn has over 40 years of agricultural business management experience, he has worked with complex
banking and financial data and is required to make decisions involving several hundred thousand dollars, on a daily basis. Mr. Bohn previously
was employed as Director of Market Analysis for Cattle-Fax, an industry market analysis firm. Mr. Bohn has served as president of the
Kansas Livestock Association. He has been a Board member of the Kansas Beef Council, the National Cattlemen's Beef Association (NCBA)
and Feeders Advantage, a private animal health product distribution company. Mr. Bohn was NCBA's President in 2021, President Elect
in 2020 and as NCBA's Vice President in 2019, served on the NCBA's Executive Committee, chairman of NCBA's Live Cattle
Marketing, and NCBA's Policy Committee, serving as Chair in 2018 and Vice-Chair in 2017. Mr. Bohn served on USPB's Board
from 2004 through 2007 and was reelected in 2009. He was elected Secretary of USPB's Board in 2006. He holds a Bachelor's
degree in Animal Sciences and Industry from Kansas State University. As a member of USPB's Board of Directors, Mr. Bohn and the
entities he is associated with that deliver cattle to USPB are considered affiliates of USPB.

 Wayne L. Carpenter. Mr. Carpenter
is the President and owner of Carpenter Cattle Company Inc. which was established in 1980. His operation today consists of a 15,000 head
feed yard which markets 10,000-11,000 head through USPB annually. Mr. Carpenter runs 1,100 mother cows and also yearlings on ranches in
Kansas and Nebraska. His farming operation consists of dryland and irrigated acres, which markets most of its crop production through
the feed yard. Mr. Carpenter is a member of Kansas Livestock Association and National Cattlemen's Beef Association. Carpenter Cattle
Company Inc. has been a member of USPB since USPB's inception. Mr. Carpenter has served as a member of the Company's Board
of Directors since 2016. As a member of USPB's Board of Directors, Mr. Carpenter and the entities he is associated with that deliver
cattle to USPB are considered affiliates of USPB.

 John M. Freund. Mr. Freund has
been actively involved in his family's cattle feeding operation in Southwest Iowa since 1985 and has been president since 2005.
In addition to the feeding operation, the business also includes feed grain production and has ownership in stockers, feedlot production
and a ranch in other Midwest states. He has been a member of USPB since its inception and was a member of the company's Nominating
Committee from 2011 to 2015. As a member of USPB's Board of Directors, Mr. Freund and the entities he is associated with that deliver
cattle to USPB are considered affiliates of USPB.

 Randall K. Spare. Dr. Spare is
the President of Ashland Veterinary Center (AVC), in Ashland, Kansas. Dr. Spare and his wife Michelle started AVC in 1990. Under Dr. Spare's
direction, AVC and its six veterinarians serve large and small animal clients in a four-state region, specializing in commercial
beef ranching operations, feedlots and pet owners. AVC provides reproductive services, including synchronization, artificial insemination,
genomic testing and semen sales on several thousand head of registered and commercial cattle each year. Dr. Spare assists commercial cow-calf
producers to understand and implement genomic information to improve cow herds and create opportunities to capture value across all production
sectors. Dr. Spare assists producers in marketing 8,000 to 10,000 head annually, many of which are
finished cattle delivered to USPB that consistently finish in the top 25% or higher of the USPB grid. As a member of USPB's
Board of Directors, Mr. Spare and the entities he is associated with that deliver cattle to USPB are considered affiliates of USPB.

 Jeff H. Sternberger. Mr. Sternberger
is the General Manager and part owner of Midwest Feeders, Inc. Mr. Sternberger has served Midwest Feeders, Inc. in this capacity since
1992 and has overseen large growth in his company and directed the acquisition of other businesses to add to their holdings. Mr. Sternberger
has been the direct contact during that time frame for all banking and accounting relationships. He also owns and operates a farming and
cattle operation in Oklahoma and Kansas as well as a personal cattle feeding operation. He serves as a director of Midwest Feeders, Inc.,
CRI Feeders of Guymon LLC, Brookover Cattle Co. of Scott City LLC, Lloyd Waller Feedyard LLC and Bank of the Plains. Mr. Sternberger holds
a Bachelor of Science Degree in Agricultural Economics from Oklahoma State University. As a member of USPB's Board of Directors,
Mr. Sternberger and the entities he is associated with that deliver cattle to USPB are considered affiliates of USPB.

 Stanley D. Linville. Mr. Linville
has served as the Company's Chief Executive Officer since January 28, 2013. Prior to this appointment, he served as the Company's
Chief Operating Officer, a position he held since joining the Company in 1997. As CEO, Mr. Linville continues to oversee cattle scheduling
and technical operations. Before joining U.S. Premium Beef, he operated a family farming operation near Holcomb, Kansas. He also worked
in the cattle division of Brookover Enterprises at Garden City, Kansas, and as a grain merchandiser for Bartlett Grain Co. in Kansas City.
Mr. Linville holds a Bachelor's degree in Agricultural Economics from Kansas State University.

 Scott J. Miller. Mr. Miller
has served as the Company's Chief Financial Officer since January 2010. Prior to this appointment, he served as the Company's
Chief Reporting and Compliance Officer, a position he held since joining the Company in 2005. He oversees the finance and treasury functions
and is directly responsible for financial reporting, tax reporting, and ensuring compliance with internal policies and regulatory requirements.
Before joining U.S. Premium Beef, he worked as the Manager, Capital Markets for Sprint Corporation from 2001 to 2005 and, prior to that,
in various finance and accounting positions with Farmland Industries, Inc. Mr. Miller earned a Bachelor's degree in Accounting from
Benedictine College and an MBA with an emphasis in Finance from the University of Missouri. He has passed the Certified Public Accounting
exam and the Certified Cash Manager exam.

 Danielle D. Imel. Ms. Imel
is the Company's Treasurer and joined the Company in 1998. She oversees the Company's finance functions and is directly responsible
for Company treasury activities. She was employed by the CPA firm of Kennedy, McKee and Co., LLC of Dodge City, Kansas, prior to joining
USPB. Ms. Imel earned a Bachelor's degrees in Accounting and Agricultural Economics from Kansas State University.

 Board of Directors

 Under USPB's limited liability company
agreement, the number of directors is set by the Board of Directors but may not be less than seven directors. Directors must be unitholders
of USPB. Seven directors will always be elected by unitholders holding Class A units.

 The directors are elected at the annual
meeting of the unitholders and hold office for a term of three years. The terms of the directors are staggered in such a manner that approximately
one-third of the directors will be elected each year. All directors will hold office until their successors are elected and qualified.
Any vacancy in the board, other than a vacancy resulting from expiration of a term of office, will be filled by a majority vote of the
remaining directors. In case a vacancy in the Board of Directors extends beyond the next annual meeting, the vacancy will be filled by
the remaining directors until such meeting, at which meeting a director will be chosen by the unitholders for the unexpired term of such
vacancy.

 In the discretion of the Board of Directors,
the number of directors may be increased by up to an additional five directors. Those additional directors will represent the Class B
unitholders and may be elected or appointed by either the Board of Directors or by the holders of Class B units.

 Family Relationships

 There are no family relationships between
any director, executive officer, or person nominated or chosen to become a director or executive officer.

 Compensation of Directors

 The Board of Directors meets from time
to time at such time and place as may be fixed by resolution adopted by a majority of the whole Board of Directors. Members of the Board
of Directors receive a per diem payment of $250 for each activity on behalf of USPB, as well as direct reimbursement of travel expenses
related to service on the Board of Directors.

 Audit Committee

 The Board of Directors has an Audit
Committee consisting of Messrs. Gardiner, Bohn, and Sternberger. Subject to the qualifications in the section headed "Directors
who are unitholders" in Item 13 below, all members of the Audit Committee are considered independent within the meaning of the listing
standards of the NASDAQ. Mr. Gardiner is Chairman of the Audit Committee. The Board of Directors has identified Mr. Bohn as an "audit
committee financial expert". The Audit Committee selects and retains an independent registered public accounting firm and assists
the Board of Directors in its oversight of the integrity of U.S. Premium Beef's financial statements, including the performance
of our independent registered public accounting firm in their audit of our annual financial statements. The Audit Committee meets with
management and the independent registered public accounting firm, as may be required. The independent registered public accounting firm
have full and free access to the Audit Committee without the presence of management. The Audit Committee has a charter.

 Code of Ethics

 USPB has adopted a corporate Code of
Conduct that is enforced throughout all levels of management and a Code of Ethics For Financial Officers for its Chief Executive Officer,
Chief Financial Officer, and Treasurer within the meaning of the rules and regulations of the Securities and Exchange Commission. The
Code of Ethics are intended to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability
for adherence to the code. A copy of the Code of Conduct may be obtained, without charge, upon written request to Scott J. Miller, Chief
Financial Officer, U.S. Premium Beef, LLC, P. O. Box 20103, Kansas City, Missouri 64195.

 The Company has an Insider
Trading Policy governing the purchase, sale and/or other dispositions of its securities by officers, directors and management personnel.
This policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing
standards. The policy does not apply to the Company because the Company historically has not purchased units on the open market and does
not expect to do so in the future. A copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for
the year ended December 28, 2024.

 ITEM 11.
 EXECUTIVE COMPENSATION

 COMPENSATION DISCUSSION AND ANALYSIS

 Overview of Compensation Program

 This Compensation Discussion and Analysis
describes the material elements of compensation paid to our named executive officers as well as the objectives and material factors underlying
our compensation program. The compensation program places emphasis on USPB's financial performance and the benefits received by
USPB's unitholders.

 The Compensation Committee (Committee)
is responsible for developing and administering the compensation program for USPB's named executive officers and professional staff.

 Compensation Philosophy and Objectives

 USPB's compensation program is
a key element in attracting, retaining, and motivating named executive officers with the skills necessary to create value for the unitholders.
To achieve this goal, we have designed the compensation program with the following objectives:

 Attracting and retaining top talent —The compensation of USPB's executive officers
must be commensurate with the competitive regional marketplace taking into consideration job responsibilities and supply of competent
employees with the education and background to perform at the highest levels in their field.

 Paying for financial and operational performance —The compensation of USPB's executive
officers should motivate them to achieve strong financial and operational results. USPB must achieve specific levels of financial and
operational performance to allow executives to earn this portion of their compensation.

 Alignment with the equity interests of our unitholders —Management phantom unit plans approved
in September 2010 and January 2013 aligns management's interest with the equity interests of USPB's unitholders.

 Each element of our compensation program
is designed to achieve one or more of these objectives. The structure of a particular executive's compensation may vary depending
on the scope and level of that executive's responsibilities.

 Determining Executive Compensation

 The CEO makes recommendations to the
Committee regarding the salaries and bonus programs for the executive officers. The Committee reviews the recommendations, taking into
account each element of total compensation. Based on the foregoing, the Committee uses its judgment in making compensation decisions that
will best carry out USPB's philosophy and objectives for executive compensation.

 Fiscal Year 2024 Executive Compensation Elements

 The elements of our named executive
officers total compensation package are as follows:

 base salary;

 annual cash bonuses;

 long-term cash bonus;

 discretionary cash bonuses;

 retirement plans; and

 limited personal benefits.

 Elements of Our Compensation Program

 Base Salary

 Base salaries are intended to provide
a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components
of our executive compensation program. The relative levels of base salary for named executive officers are designed to reflect each executive
officer's scope of responsibility and accountability with USPB. Except for the CEO's salary, base salaries are reviewed annually
to determine if they are consistent with the performance of the individual executive and equitable relative to USPB's other executive
officers and professional staff. Salary surveys summarizing the compensation packages for positions of equivalent responsibility in related
industries were used to establish the CEO's base salary.

 On December 22, 2021, USPB entered into
an amended employment agreement with Mr. Linville (2022 Employment Agreement), which became effective on December 26, 2021. The 2022 Employment
Agreement provides for Mr. Linville to serve as USPB's CEO for a term that started on December 26, 2021 and expires on December
26, 2026. The 2022 Employment Agreement provides for Mr. Linville to receive an annual base salary of $363,000.

 Annual Cash Incentive/Bonuses

 Cash incentive and bonus plans were
designed to provide the financial incentive to the CEO and other named executive officers to influence USPB unitholder benefits and are
only paid after certain levels of benefits have been achieved.

 Under the terms of the 2022 Employment
Agreement, if Mr. Linville is employed by USPB on the last day of any fiscal year, he shall be paid an annual incentive compensation equal
to seventy-five one-hundredths of a percent (0.75%) of the sum of the total financial benefits to USPB (USPB Total Benefits) that exceed
$25,000,000 (Annual Incentive). The USPB Total Benefits are: (1) audited fiscal year-end USPB earnings before tax; and (2) the fiscal
year USPB grid premiums, which is the net sum of all USPB unitholder and associate grid premiums and discounts calculated through all
USPB grids at all plants as outlined in the 2022 Employment Agreement.

 For fiscal year 2024, named executive
officers and certain professional staff who were employed on the last day of the fiscal year will be paid his or her proportionate share
of the Management Bonus Pool. The Management Bonus Pool is: (1) the audited fiscal year 2024 USPB earnings before tax plus USPB grid premiums
during the fiscal year, less (2) $25,000,000, multiplied by (3) management bonus factor. The bonus plan payments are vested over a two-year
period. The maximum Management Bonus Pool for a given bonus plan year is equal to 150% of the sum of the qualifying participants'
salaries in effect at the end of such year.

 Long-term Incentive

 Mr. Linville is eligible for a long-term
incentive compensation under the 2022 Employment Agreement. If he is employed by USPB on December 26, 2026, he is to be paid long-term
incentive compensation equal to fifty-one-hundredths of a percent (0.50%) of the amount by which the USPB Total Benefits from December
26, 2021 to December 26, 2026 exceed $75,000,000 (Long-Term Incentive). The 2022 Employment Agreement provides for a cumulative annual
cap of $544,500 for payments to Mr. Linville for Annual Incentive and Long-Term Incentive cash bonuses.

 Discretionary Cash Bonuses

 Discretionary bonuses may be paid to
named executive officers, other than the CEO, and professional staff to compensate for extraordinary cases of individual or Company performance.

 Retirement Plans

 Qualifying employees are encouraged
to participate in the Company's sponsored 401(k) savings plan. Under USPB's plan, employees may contribute up to the maximum
amount permissible by IRS limits. USPB matches 100% of each dollar contributed by a participant up to a maximum of 4% of his or her qualifying
compensation.

 Limited Personal Benefits

 USPB also provides certain benefits
to all salaried employees that are not included as perquisites in the Summary Compensation Table for the named executives because they
are broadly available. These include health and welfare benefits, and disability and life insurance.

 Equity Compensation

 In September 2010, USPB's Board
of Directors approved a management phantom unit plan. The phantom unit plan provides for the award of unit appreciation rights to certain
management employees of USPB. USPB's CEO administers the phantom unit plan and awards "Phantom Units" (Class A and Class
B Units) to employees in amounts determined by the CEO, subject to the total Phantom Unit amount approved by the Board of Directors of
USPB. During fiscal year 2011, a total of 5,000 Class A phantom units and 5,000 Class B phantom units were awarded to management employees.
As a result of the retirement of one of USPB's employees on December 31, 2014, 4,750 Class A phantom units and 4,750 Class B phantom
units remain outstanding, all of which were fully vested.

 In November 2012, USPB's Board
of Directors approved the issuance of an additional 1,500 Class A phantom units and 1,500 Class B phantom units to certain members of
management, to be effective on January 28, 2013. These phantom units are fully vested and remain outstanding.

 Employment Agreements

 With the exception of the CEO, all
of our executive officers are employed at-will, without employment agreements, severance payment agreements or payment arrangements that
would be triggered by a "change in control" of USPB.

 CEO Employment Agreement

 On December 22, 2021, USPB entered into
the 2022 Employment Agreement with Mr. Linville, which became effective on December 26, 2021 and expires on December 26, 2026, subject
to earlier termination as provided in the agreement. The 2022 Employment Agreement provides for a $363,000 salary and annual and long-term
cash bonuses. The 2022 Employment Agreement provides for a cumulative average annual cap of $544,500 for payments to Mr. Linville for
annual and long-term cash bonuses.

 The 2022 Employment Agreement also provides
for post termination compensation. In addition to the amounts described below that will be payable upon termination of the agreement,
Mr. Linville has agreed to a noncompetition provision that, for twelve (12) months following the termination of Mr. Linville's employment
with USPB, prohibits him from participating in the management or control of any beef industry business or enterprise that competes with
the business of USPB and its various affiliates. During such period, Mr. Linville will receive a monthly payment equal to one twelfth
of Mr. Linville's annual salary at the time of termination. If Mr. Linville terminates the agreement for any or no reason, USPB
need only pay salary earned to the date of the termination, and the noncompetition compensation, unless termination is the result of death
or permanent disability. If USPB terminates the agreement for any reason other than cause, death or disability, or if Mr. Linville terminates
the 2022 Employment Agreement for good reason, Mr. Linville shall be entitled to salary and benefits through employment year 2026; payment
of certain fringe benefits through employment year 2026; the annual incentive bonus for the year in which the termination occurs and each
subsequent year through employment year 2026; the long-term incentive bonus that would have accrued had Mr. Linville been employed through
employment year 2026; and the payment of the noncompetition compensation.

 Impact of Tax and Accounting Treatments

 We believe the compensation paid to
our named executive officers is fully deductible under the Internal Revenue Code at the time it is paid.

 Unit Ownership Guidelines

 USPB does not allow its named executive
officers to own USPB's Class A units. As of December 28, 2024, certain members of management own a total of 6,250 Class A and 6,250
Class B phantom unit rights awarded under the management phantom unit plans discussed above.

 The Company does not grant options and
therefore does not have a policy regarding the timing of making any such awards in relation to the disclosure of material non-public information.

 Compensation Committee Report

 The Committee has reviewed and discussed
the foregoing Compensation Discussion and Analysis with USPB's management. Based on the Committee's review and discussions
with management, the Committee has recommended to the Board of Directors that this Compensation Discussion and Analysis be included in
this Annual Report on Form 10-K.

 Compensation Committee

 Mark Gardiner – Chairman

 Joe Morgan

 Jerry Bohn

 Summary Compensation Table

 The table below sets forth information
regarding compensation for our named executive officers for fiscal years 2024, 2023, and 2022. Non-Equity Incentive Plan Compensation
amounts reflected in this table are performance based awards and include amounts earned under our annual and long term cash bonus plans.

 Name and Principal Position

 Period

 Salary ($)

 Bonus ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 All Other Compensation ($)

 Total ($)

 FY 2024

 372,075

 377,561

 (3)

 136,754

 (1)

 886,390

 Chief Executive

 FY 2023

 363,000

 544,500

 (3)

 461,424

 (1)

 1,368,924

 Officer

 FY 2022

 364,396

 544,500

 (3)

 278,448

 (1)

 1,187,344

 FY 2024

 224,307

 122,208

 (2)

 104,679

 (1)

 451,194

 Chief Financial

 FY 2023

 218,077

 88,642

 (2)

 344,496

 (1)

 651,215

 Officer

 FY 2022

 207,692

 300,000

 (2)

 208,992

 (1)

 716,684

 FY 2024

 142,493

 79,741

 (2)

 66,368

 (1)

 288,602

 FY 2023

 138,804

 57,839

 (2)

 208,080

 (1)

 404,723

 FY 2022

 131,755

 195,750

 (2)

 127,391

 (1)

 454,896

 (1)

 Mr. Linville - Amounts for Mr. Linville include Company match under our 401(k) plan and non-dilution payments made as a result
of the management phantom unit plan, $13,800 and $122,954, respectively in fiscal year 2024; $13,200 and $448,224, respectively in fiscal
year 2023; and $12,200 and $266,248, respectively in fiscal year 2022.

 Mr. Miller - Amounts for Mr. Miller include Company match under
our 401(k) plan and non-dilution payments made as a result of the management phantom unit plan, $13,800 and $90,879, respectively in fiscal
year 2024; $13,200 and $331,296, respectively in fiscal year 2023; and $12,200 and $196,792, respectively in fiscal year 2022.

 Ms. Imel - Amounts for Ms. Imel include Company match under
our 401(k) plan and non-dilution payments made as a result of the management phantom unit plan, $12,910 and $53,458, respectively in fiscal
year 2024; $13,200 and $194,880, respectively in fiscal year 2023; and $11,631 and $115,760, respectively in fiscal year 2022.

 (2)

 This amount represents the executive's proportionate share of the
Management Bonus Pool. One half of this amount will not be paid unless the executive is employed at the end of following fiscal year.

 (3)

 The amount of non-equity incentive plan compensation,
which is to include the annual cash bonus and amounts earned pursuant to the long-term cash bonus plan pursuant to Mr. Linville's employment
agreement. The amounts represent annual cash bonus of $377,561, $544,500, and $544,500 for fiscal years 2024, 2023, and 2022, respectively,
and $0, $0, and $0 of long-term cash bonuses for fiscal years 2024, 2023, and 2022, respectively. The Linville Employment Agreement provides
for a cumulative annual cap for payments to Mr. Linville for annual and long-term incentive amounts. The cumulative annual cap is $544,500
for fiscal years 2024, 2023 and 2022.

 Grants of Plan-Based Awards in the Fiscal Year 2024

 The table below sets forth information
regarding grants of non-equity incentive plan-based awards made to our named executive officers during fiscal year 2024.

 Estimated Future Payouts under Non-Equity Incentive Plan Awards

 Name and Principal Position

 Grant Date

 Threshold

 Target

 Maximum

 Stanley D. Linville (2)

 n/a

 $
 –

 $
 –

 $
 1,255,938

 10/30/2024

 $
 –

 $
 28,022

 (1)

 $
 334,184

 10/30/2024

 $
 –

 $
 18,285

 (1)

 $
 218,055

 (1)

 The target amount is based on estimated benefits for
 fiscal year 2025. Amounts to be paid, which could be more or less, will be based on actual input amounts for fiscal year 2025 and
 will be paid out over a two-year period.

 (2)

 The maximum
 compensation allowed under Mr. Linville's 2022 Employment Agreement is $2,722,500 over the
 contract period. Through fiscal year 2024, Mr. Linville has been paid $1,466,562 ($544,500
 for fiscal year 2022, $544,500 for fiscal year 2023 and $377,562 for fiscal year 2024), leaving
 $1,255,938 in potential future payments to Mr. Linville during the remainder of his contract
 period. There were no
 grants of plan-based awards in fiscal year 2024 for Mr. Linville.

 Discussion of Summary Compensation Table and Grants of
Plan-Based Awards

 Performance Based Annual Cash Bonuses

 Our executive officers earn bonus awards
made pursuant to various annual cash bonus plans. The awards utilize formulas set by the Compensation Committee. The bonuses earned pursuant
to the plans appear in the Non-Equity Incentive Plan Compensation in the Summary Compensation Table. Annual incentive bonuses awarded
to executives, excluding Mr. Linville, also appear in the Grants of Plan Based Awards table. The formulas
used to calculate the annual performance-based bonus awards to the Named Executive Officers were as follows:

 Name

 Bonus Formula

 For fiscal year 2025: 0.75% of the sum of the total financial benefits to USPB (USPB Total Benefits) that exceed $25,000,000. USPB Total Benefits are: (1) audited fiscal year-end USPB earnings before tax; and (2) the fiscal year USPB grid premiums, which is the net sum of all USPB unitholder and associate grid premiums and discounts calculated through all USPB grids at all plants as outlined in the Employment Agreement.

 Scott J. Miller and Danielle D. Imel

 For fiscal year 2025: The executive's proportionate share of the Management Bonus Pool, which is (1) the audited fiscal
 year 2025 USPB earnings before tax plus USPB grid premiums during fiscal year 2025, less (2) $25,000,000, multiplied by
 (3) management bonus factor. The bonus plan payments are vested over a two-year period. The maximum Management
 Bonus Pool for a given bonus plan year is equal to 150% of the sum of the qualifying participants' salaries in effect at the
 end of such year.

 Other Bonuses

 Discretionary cash bonuses may also
be paid to executive officers from time to time to reward elements of performance that are not reflected in the criteria for performance
based cash bonuses. No such bonuses were paid to executive officers in fiscal years 2024, 2023, and 2022. The discretionary bonuses, if
paid, are disclosed in the Bonus column in the Summary Compensation Table.

 Outstanding Phantom Plan Awards at Fiscal Year End 2024

 Phantom Plan Awards

 Name and Principal Position

 Number of Securities Underlying Unexercised Awards

 Strike Price ($)

 Expiration Date

 1,300 Class A Units

 (1)

 $0.00

 (3)

 None

 1,300 Class B Units

 (1)

 $0.00

 (3)

 None

 1,000 Class A Units

 (2)

 $66.04

 None

 1,000 Class B Units

 (2)

 $73.70

 None

 1,200 Class A Units

 (1)

 $0.00

 (3)

 None

 1,200 Class B Units

 (1)

 $0.00

 (3)

 None

 500 Class A Units

 (2)

 $66.04

 None

 500 Class B Units

 (2)

 $73.70

 None

 1,000 Class A Units

 (1)

 $0.00

 (3)

 None

 1,000 Class B Units

 (1)

 $0.00

 (3)

 None

 (1)

 The phantom plan awards, which provide for the award of
 appreciation rights only, for Mr. Linville, Mr. Miller and Ms. Imel vested over a 5 year period. At the end of fiscal year 2024, the
 unexercised phantom units were fully vested, and therefore exercisable.

 (2)

 The phantom plan awards, which provide for the award of appreciation rights
 only, for Mr. Linville and Mr. Miller vest over a 5 year period. At the end of fiscal year 2024, the unexercised phantom units were
 fully vested and therefore fully exercisable.

 (3)

 During fiscal year 2011, a total of 5,000 Class A phantom units and 5,000 Class B phantom units were
 awarded to certain management employees, with a strike price of $118 and $157, respectively. However, as a result of the
 2011 Leucadia Transaction, management employees received a payment under the management phantom unit plan. As a result of
 that payment, the strike price for both the Class A phantom units and Class B phantom units was satisfied and is now $0. As a
 result of the retirement of one of USPB's employees on December 31, 2014, 4,750 Class A phantom units and 4,750 Class A
 phantom units remained outstanding at December 28, 2024, all of which were fully vested.

 Phantom Plan Awards Exercised

 Phantom Plan Awards

 Name and Principal Position

 Number of exercised awards

 Value realized on exercise ($)

 –

 $
 –

 –

 $
 –

 –

 $
 –

 Retirement Plans

 We do not maintain a qualified or non-qualified
defined benefit pension plan covering any of our employees. Our named executive officers are eligible to participate in our tax-qualified
Profit Sharing and Savings Plan on the same basis as other employees under the plan. The Company makes a matching contribution to this
plan equal to 100% of each participant's own elective contributions up to 4% of his or her qualifying compensation. The Company
also has the discretion to make annual profit sharing contributions that are allocated among all eligible participants in proportion to
their respective compensation. The Company did not make a profit sharing contribution to the plan in fiscal year 2024. The Summary Compensation
Table above reflects the contributions to our Profit Sharing and Savings Plan for those employees whose All Other Compensation exceeds
$10,000.

 Potential Payments Upon Termination

 If the 2022 Employment Agreement is
terminated upon death or permanent disability, Mr. Linville is entitled to:

 Salary to the date of the termination plus continued monthly payment of salary through the earlier of
the first anniversary of the termination or the contract expiration date (Deemed Termination Date). If Mr. Linville were terminated upon
death or disability in fiscal year 2024, his payment would be $363,000;

 If termination is due to permanent disability, provision of certain fringe benefits through the Deemed
Termination Date, but excluding vacation pay, personal and sick days, vehicle, telecommunications, and 401(k) contributions, (subject
to any necessary consent of applicable insurers which, if consent is not obtained within 30 days after termination, then the cash value
of the monthly premiums at the date of termination shall be paid to CEO in equal monthly payments), through the Deemed Termination Date;

 Annual Incentive through the employment year in which the Deemed Termination Date occurs pro-rated for
the last employment year based upon the period through the Deemed Termination Date;

 Long-term Incentive that would have accrued if Mr. Linville had remained employed under the 2022 Employment
Agreement through the Deemed Termination Date; and

 The 2022 Employment Agreement provides for a cumulative annual cap of $544,500 for payments to Mr. Linville
for Annual Incentive and Long-Term Incentive amounts.

 If the 2022 Employment Agreement is
terminated by USPB for cause or by Mr. Linville for other than good reason, he is entitled to:

 Salary earned to the date of the termination; and

 Payment of noncompetition compensation, unless Mr. Linville is terminated for being convicted of a felony
or other serious crime or engaging in fraud, embezzlement or other illegal conduct to the detriment of USPB, in which case noncompetition
compensation will not be paid.

 If the 2022 Employment Agreement is
terminated by USPB other than for cause, death or disability, or by Mr. Linville for good reason, he is entitled to:

 Salary and benefits through December 26, 2026;

 Payment of certain fringe benefits, but excluding vacation pay, personal and sick days, vehicle, telecommunications,
and 401(k) contributions (subject to any necessary consent of applicable insurers which, if consent is not obtained within 30 days after
termination, then the cash value of the monthly premiums at the date of termination shall be paid to CEO in equal monthly payments) through
December 26, 2026;

 Annual Incentive for the year in which the termination occurs and each subsequent year through employment
year 2026;

 Long-Term Incentive that would have accrued had Mr. Linville had remained employed through employment
year 2026; and

 The payment of the noncompetition compensation.

 The 2022 Employment Agreement provides for a cumulative annual cap of $544,500 for payments to Mr. Linville
for Annual Incentive and Long-Term Incentive amounts.

 Where the 2022 Employment Agreement provides
for post-termination noncompetition compensation, Mr. Linville will receive a monthly payment equal to the annual salary that would be
paid to Mr. Linville under the 2022 Employment Agreement or his annual salary at the time of termination, whichever is greater, divided
by twelve (12), which will be paid at normal salary payment intervals in effect for management personnel on the date of termination. USPB
will also pay Mr. Linville certain fringe benefits provided to other employees of USPB, but excluding paid vacations, personal and sick
days, allowances, telecommunications equipment or services, expense reimbursement (except on prior written approval), or 401(k) contributions
(subject to any necessary consent of applicable insurers which, if consent is not obtained within 30 days after termination, then the
cash value of the monthly premiums at the date of termination will be paid to CEO in equal monthly payments during the noncompetition
period). In return for such payment, Mr. Linville has agreed to a noncompetition provision that, for twelve (12) months following the
termination of Mr. Linville's employment with USPB, prohibits him, within the United States of America, from participating through
management or control or consult or employment of any beef packing or processing industry business or enterprise that competes with the
business of USPB and its various affiliates. USPB may terminate the USPB noncompetition payments prior to the end of the twelve (12) month
period if the Board of Directors determines the CEO violated the noncompetition restriction as outlined in the 2022 Employment Agreement.

 Director Compensation Table

 Each director receives cash compensation
for meetings attended. Directors are compensated $250 per diem for regular meetings, special meetings, compensation committee meetings
and audit committee meetings. We do not award any other type of compensation to our directors.

 The table below reflects compensation
paid to each director during the fiscal year 2024.

 Name

 Fees Earned or Paid in Cash ($)

 Mark R. Gardiner

 2,250

 Joe M. Morgan

 2,250

 Jerry L. Bohn

 2,000

 Wayne L. Carpenter

 2,000

 John M. Freund

 2,000

 Rex McCloy

 Randall Spare

 1,750

 Jeff H. Sternberger

 2,000

 Pay Ratio Disclosure Rule

 Pursuant to a mandate of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the
ratio of the median employee's annual total compensation to the total annual compensation of the principal executive officer, Stanley
D. Linville. The purpose of the disclosure is to provide a measure of the equitability of pay within the organization. The Company
believes its compensation policy yields an equitable result.

 Median employee total annual compensation for 2024

 $ 214,945

 Stanley D. Linville total annual compensation for 2024

 $ 886,390

 Ratio of Stanley D. Linville to Median employee compensation

 4: 1

 In determining the median employee
total annual compensation, a listing was prepared of all employees, other than the CEO, as of December 28, 2024. The median of the total
annual compensation amounts for all the employees is the amount disclosed above.

 Compensation Committee Interlocks and Insider Participation

 None of the members of our Compensation
Committee is, or was, an officer or employee of USPB or its subsidiaries. None of our executive officers served as a director or was a
member of the compensation committee of any entity where a member of our Board of Directors or Compensation Committee was an executive
officer.

 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

 Equity Compensation Plan Information

 The table below sets forth information
with respect to securities available for issuance under our equity compensation plan.

 Equity Compensation Plan Information

 Plan Category

 Type of Equity

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 –

 N/A

 –

 Equity compensation plans not approved by security holders

 –

 N/A

 –

 Total

 Security Ownership of Certain Beneficial Owners

 The following table sets forth certain
information as of February 22, 2025 regarding the only persons known by the Company to own directly or indirectly, more than 5 percent
of its Class A and Class B units.

 Title of Class

 Number of Units Beneficially Owned

 Percent of Class

 Black Diamond Cattle Co, Inc. (1)

 95,000

 12.9%

 509 Country Lane

 95,000

 12.6%

 Council Grove, Kansas 66846

 John Fairleigh (2)

 54,288

 7.4%

 Box 560

 54,288

 7.2%

 Scott City, KS 67871

 Stacy and Kelly Hoeme (3)

 41,125

 5.6%

 PO Box 186

 41,125

 5.4%

 Scott City, KS 67871

 Jerald Bohn (4)

 40,901

 5.6%

 5019 W. Wavecrest Circle

 33,351

 4.4%

 Wichita, KS 67205

 Jeff Sternberger (5)

 40,770

 5.5%

 05013 13 Rd

 40,770

 5.4%

 Ingalls, KS 67853

 (1)

 Includes 95,000 Class A and Class B units held by Black Diamond Cattle Co., Inc.

 (2)

 Includes i) 54,288 Class A and 30,000 Class B units held by JBT Land & Cattle, LLC., of which Mr.
Fairleigh is part owner and ii) 24,288 Class B units held by Fairleigh Corporation dba Fairleigh Feed Yard, of which Mr. Fairleigh is part owner.

 (3)

 Includes i) 39,425 Class A and Class B units held by Crown H Cattle Co, Inc., of which Kelly and Stacy
Hoeme are owners and ii) 1,500 Class A and Class B units owned by Stacy Hoeme and iii) 200 Class A and Class B units owned by Kelly Hoeme.

 (4)

 Includes 40,901 Class A and 33,101 Class B units held by Pratt Feeders, LLC of which Mr. Bohn is a part
owner and 250 Class B units held by the Jerald L. Bohn Revocable Trust.

 (5)

 Includes i) 38,770 Class A and Class B units held by Midwest Feeders Inc. of which Mr. Sternberger is
a manager, and ii) 2,000 Class A and Class B units owned CRI Feeders of Guymon, LLC of which Mr. Sternberger is a director.

 Security Ownership of Management

 The following table furnishes information,
as of February 22, 2025, regarding ownership of USPB's Class A and Class B units is furnished with respect to (i) each
director and director nominee, (ii) each executive officer named in the Summary Compensation Table on page 26, and (iii) all current directors
and executive officers as a group.

 Beneficial Ownership of

 Class A Units

 Class B Units

 Name

 Number

 Percentage (1)

 Number

 Percentage (1)

 Jerry L. Bohn (2)

 40,901

 5.6%

 33,351

 4.4%

 Jeff H. Sternberger (3)

 40,770

 5.5%

 40,770

 5.4%

 Joe M. Morgan (4)

 33,128

 4.5%

 17,865

 2.4%

 Wayne L. Carpenter (5)

 6,000

 0.8%

 6,000

 0.8%

 Mark R. Gardiner (6)

 3,000

 0.4%

 3,000

 0.4%

 John M. Freund (7)

 2,225

 0.3%

 2,225

 0.3%

 Randall K. Spare (8)

 0.0%

 0.0%

 –

 0.0%

 –

 0.0%

 –

 0.0%

 –

 0.0%

 –

 0.0%

 –

 0.0%

 Directors and Executive Officers as a group (10 persons) (9)

 126,244

 17.2%

 103,581

 13.7%

 (1)

 Represents the percentage of Class A units and the percentage of Class B units beneficially held or managed by the named party.

 (2)

 Includes 40,901 Class A and 33,101 Class B units held by Pratt Feeders, LLC, of which Mr. Bohn is a part owner, and 250 Class
B units held by the Jerald L. Bohn Revocable Trust.

 (3)

 Includes i) 38,770 Class A and Class B units held by Midwest Feeders Inc., of which Mr. Sternberger is an owner and the General
Manager, and ii) 2,000 Class A and Class B units held by CRI Feeders of Guymon, LLC of which Mr. Sternberger is a director.

 (4)

 Includes 17,865 Class A and Class B units held by Mr. Morgan and 15,263 Class A units held by Poky Feeders, of which Mr. Morgan
is the manager.

 (5)

 Includes i) 6,000 Class A and Class B units held by the Carpenter Cattle Co. Inc., of which Mr. Carpenter is the owner.

 (6)

 Includes 3,000 Class A and Class B units held by the Mark Gardiner Revocable Trust

 (7)

 Includes 2,225 Class A and Class B units held by the John Freund, over which Mr. Freund has sole voting power.

 (8)

 Includes i) 220 Class A and 370 Class B units held by the Randall Spare, over which Mr. Spare has sole voting power.

 (9)

 Reflects unit ownership by all seven directors and the named executive officers of USPB.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related Party Transactions

 USPB's Board of Directors has
not adopted a formal policy or procedure that must be followed prior to any transaction, arrangement or relationship with a related person,
as defined by SEC regulations (e.g., directors, executive officers, any 5 percent shareholder, or immediate family member of any of the
foregoing).

 USPB has adopted a corporate Code of
Conduct that is enforced throughout all levels of management. It deals with conflicts of interest, among other things. The Code of Conduct
prohibits any conduct or activities that conflict with the interests of the Company, or that might influence or appear to influence our
judgment or actions in performing our duties. The Code of Conduct also requires directors and all levels of management to make full written
disclosure of any activity that may present a conflict of interest and receive prior written approval from the Company. No waivers have
been granted.

 Our directors and all levels of management
are required each year to respond to a questionnaire regarding their independence. The questionnaire also requires each director and all
levels of management to identify if they or an immediate family member had been indebted to or had been a participant in any material
transactions with, the Company or any of its affiliates. The questionnaire requires disclosure of the name of related parties if such
parties have an ownership or management control relationship with the Company sufficient to exert significant influence over the Company's
management or operating policies which could cause significantly different operating results or financial position of the Company.

 The standards applied pursuant to the
above-described procedures are to provide comfort that any conflict of interest or related party transaction is on an arms-length basis
which is fair to the Company.

 Directors Who Are Unitholders

 USPB is not a listed company and as
a result has chosen the NASDAQ independence listing standards to determine whether our directors are independent. The NASDAQ independence
definitions provide that directors cannot be independent if they do not meet certain objective standards.

 All of USPB's directors hold
units of the LLC and are also agricultural producers. By virtue of their unitholder status and ownership of Class A units, each of these
individuals is obligated to deliver cattle to USPB. The amount and terms of the payments received by these individuals (or the entities
they represent) for the delivery of cattle are made on exactly the same basis as those received by other unitholders and associates of
USPB for the delivery of their cattle. Based on the NASDAQ's standards and as a result of their equal treatment with respect to
the delivery of cattle, the following current directors were determined to be independent: Messrs. Bohn, Carpenter, Freund, Gardiner,
McCloy, Morgan, and Sternberger.

 Certain Arrangements with Holders of NBP's Membership
Interests

 All of the holders of NBP's membership
interests have entered into a limited liability company agreement that provides for, among other things, election of its board of managers,
the powers of its board of managers and its officers, approval rights for certain of its equity holders, restrictions and rights related
to the transfer, sale or purchase of its membership interests, and preemptive and repurchase rights.

 Transactions with NBP

 On June 10, 2019, USPB entered into
the First Amended and Restated Cattle Purchase and Sale Agreement with NBP (Amended Agreement). Per the terms and conditions of
the Amended Agreement, NBP is required to purchase from USPB Class A unitholders, and USPB is required to cause to be sold and delivered
from its Class A unitholders to NBP, a base amount of 735,385 (subject to adjustment) head of cattle per year. In fiscal years 2024, 2023,
and 2022, USPB elected to increase the number of cattle that its Class A unitholders could deliver during USPB's delivery year by
up to 10%. During fiscal years 2024, 2023, and 2022, USPB's Class A unitholders and associates average deliveries were approximately
24.3% of NBP's total cattle requirements, under the Amended Agreement. The purchase price for the cattle is determined by pricing
grids, which, at all times, are required to be no less favorable than any other pricing grid being utilized by NBP and the pricing grid
shall be competitive with NBP's major competitors for the purchase of cattle. The terms and conditions of the Amended Agreement
are substantially the same as the previous agreement except in the following material ways:

 Under the Amended Agreement, if NBP acquires or develops new processing (slaughter) facilities, then
USPB has a first right to provide 25% of the cattle to the new NBP facility.

 The purchase price of cattle delivered by USPB Class A unitholders to the Tama, Iowa processing facility
shall be no less favorable than any other pricing grid that NBP offers to any other seller of cattle delivering to the Tama, Iowa processing
facility or to non-grid cattle with comparable performance.

 On each anniversary of the Amended Agreement, the term of the Amended Agreement shall be extended for
five years from the date of such anniversary, unless either party elects to not extend the term. The Amended Agreement currently extends
through June 10, 2026.

 NBP also purchased additional cattle
from certain USPB members and associates outside of the Amended Agreement. For information regarding related party transactions, see Note
7. "Related Party Transactions" in USPB's consolidated financial statements included in Item 8. "Financial
Statements and Supplementary Data".

 ITEM 14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Grant Thornton LLP an independent registered
public accounting firm served as our auditor for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 (thousands
of dollars).

 Audit Fees

 $

 $

 $

 Audit Related Fees

 –

 –

 –

 Tax Fees

 –

 –

 –

 Total

 $

 $

 $

 Audit Fees

 Audit fees relate to the audits of
our financial statements on Form 10-K and the reviews of quarterly reports on Form 10-Q.

 Audit-Related Fees

 Audit-related fees relate to consultations
on accounting related matters. We did not pay any other type of fee and did not receive any other services.

 Tax Fees

 Tax fees relate to tax compliance,
tax advice and tax planning services.

 Our Audit Committee appoints our independent
registered public accounting firm. The Audit Committee is solely and directly responsible for the approval of the appointment, re-appointment,
compensation and oversight of our independent registered public accounting firm. The Audit Committee approves in advance all work to be
performed by the independent registered public accounting firm.

 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (a) Financial Statements and Financial Statement Schedules

 (1)
 The financial statements filed as part of this report at Item 8 are listed in the Index to the Financial
Statements on page F-1 contained herein.

 (b) The following documents are filed or incorporated by
reference as exhibits to this report:

 2.1

 Agreement and Plan of Merger between U.S. Premium Beef, Ltd. and U.S. Premium Beef, Inc. (incorporated herein by reference to Appendix A to voting materials-prospectus contained in U.S. Premium Beef, Inc. Registration Statement on Form S-4 (File No. 333-115164) filed with the SEC on August 5, 2004).

 2.2

 Plan of Conversion adopted by U.S. Premium Beef, Inc. (incorporated herein by reference to Appendix B to the voting materials – prospectus contained in U.S. Premium Beef, Inc. Registration Statement on Form S-4 (File No. 333-115164) filed with the SEC on August 5, 2004).

 3.1

 Certificate of Formation of U.S. Premium Beef, LLC (incorporated herein by reference to Appendix C to the voting materials – prospectus contained in U.S. Premium Beef, Inc. Registration Statement on Form S-4 (File No. 333-115164) filed with the SEC on August 5, 2004).

 3.2

 Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, dated as of November 10, 2023 (incorporated herein by reference to Exhibit 3.3 to Form 10-Q (File No. 333-115164) filed with the SEC on November 13, 2023).

 10.1

 Amendment to the Amended and Restated Revolving Term Promissory Note Revolving Term Loan Supplement between U.S. Premium Beef, LLC and CoBank, ACB, executed July 10, 2023 (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 333-115164)
 filed with the SEC on July 10, 2023).

 10.2

 First Amended and Restated Cattle Purchase and Sale Agreement Between the Company and
National Beef Packing Company, LLC dated June 10, 2019 (incorporated herein by
reference to Exhibit 10-2a to Form 10-K (File No. 333-115164) filed with the
SEC on March 6, 2020).

 10.3(a)

 Form of Uniform Cattle Delivery and Marketing Agreement – Even Slots (incorporated by reference to Exhibit 10.2(b) to Form 10-K (File No. 333-115164) filed with the Commission on November 14, 2007).

 10.3(b)

 Form of Uniform Cattle Delivery and Marketing Agreement – Odd Slots (incorporated by reference to Exhibit 10.3(b) to Form 10-K (File No. 333-115164) filed with the Commission on November 14, 2007).

 10.4(b)*

 Amended and Restated USPB Phantom Unit Bonus Compensation Policy
dated January 14, 2020 (incorporated herein by reference to Exhibit 10-4b to
Form 10-K (File No. 333-115164) filed with the SEC on March 6, 2020).

 10.5(a)

 Revolving Term Loan Supplement between U.S. Premium Beef, LLC and CoBank, ACB, executed August 16, 2019 incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 333-115164) filed with the SEC on August 20, 2019).

 10.5(b)

 Credit Agreement between U.S. Premium Beef, LLC and CoBank, ACB, executed July 13, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 333-115164) filed with the SEC on July 16, 2020).

 10.5(c)

 Amended and Restated Revolving Term Promissory Note between U.S. Premium Beef, LLC and CoBank, ACB executed July 13, 2020 (incorporated by reference to Exhibit 10.2 to Form 8-K (File No. 333-115164) filed with the SEC on July 16, 2020).

 10.5(d)

 Affirmation of Pledge Agreement between U.S. Premium Beef, LLC and CoBank, ACB executed July 13, 2020 (incorporated by reference to Exhibit 10.3 to Form 8-K (File No. 333-115164) filed with the SEC on July 16, 2020).

 10.5(e)

 Amendment to the Amended and Restated Revolving Term Promissory Note
Revolving Term Loan Supplement between U.S. Premium Beef, LLC and CoBank, ACB, executed July 10, 2023, incorporated herein by reference
to Exhibit 10.1 to Form 8-K (File No. 333-115164) filed with the SEC on July 10, 2023).

 10.6(a)*

 CEO Employment Agreement between U.S. Premium Beef, LLC and Stanley D. Linville, executed on December 21, 2015 and effective as of January 1, 2016 (incorporated herein by reference to Exhibit 10.1 to Company's Current Report on Form 8-K (File No. 333-115164) filed with the SEC on December 23, 2015).

 10.6(b)*

 Amended CEO Employment Agreement between U.S. Premium Beef, LLC and Stanley D. Linville, executed on December 14, 2018 and effective as of December 30, 2018 (incorporated herein by reference to Exhibit 10.1 to Company's Current Report on Form 8-K (File No. 333-115164) filed with the SEC on December 14, 2018).

 10.6(c)*

 Amended CEO Employment Agreement between U.S. Premium Beef, LLC and
Stanley D. Linville, executed on December 22, 2021 and effective as of December 26, 2021 (incorporated herein by reference to Exhibit
10.1 to Company's Current Report on Form 8-K (File No. 333-115164) filed with the SEC on December 22, 2021).

 10.6(d)*
 Restricted Securities Trading Policy for Associated Persons (filed herewith).

 10.7

 Proxy Statement regarding proposed transaction sent by U.S. Premium Beef, LLC to it members on or about December 5, 2011 (incorporated herein by reference to Exhibit 20.1 to Company's Current Report on Form 8-K (File No. 333-111407) filed with the SEC on December 6, 2011).

 19.1

 Insider Trading Policy

 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 Chief Financial 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

in Exhibit 101)

 _____________

 * Management contract or compensatory
plan or arrangement.

 SIGNATURES

 Pursuant to the requirements of Section
13 or 15(d) 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

 /s/

 Name:

 Chief
Executive Officer

 (Principal Executive Officer)

 Date: March 13, 2025

 * * * *

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on the
dates indicated.

 Signature

 Title

 Date

 /s/

 (Principal Executive Officer)

 /s/

 (Principal Executive Officer)

 /s/
 Mark R. Gardiner

 Chairman of the Board

 Mark R. Gardiner

 /s/
 Joe M. Morgan

 Vice Chairman of the Board

 Joe M. Morgan

 /s/
 Jerry L. Bohn

 Secretary

 Jerry L. Bohn

 /s/
 Wayne L. Carpenter

 Wayne L. Carpenter

 /s/
 John M. Freund

 John M. Freund

 /s/ Randall K. Spare

 Randall K. Spare

 /s/
 Jeff H. Sternberger

 Jeff H. Sternberger

 INDEX TO FINANCIAL STATEMENTS

 Page

 Audited Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

 Balance Sheets at December 28, 2024 and December 30, 2023

 Statement of Operations for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Statement of Cash Flows for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Statement of Members' Capital for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Notes to Financial Statements

 Audited Financial Statements of Significant Equity Method Investee under Rule 3-09 of Regulation S-X:

 National Beef Packing Company, LLC Consolidated Balance Sheet at December 28, 2024 and December 30, 2023 and Consolidated Statement of Operations, Comprehensive Income, Cash Flows and Members' Capital for years ended December 28, 2024, December 30, 2023, and December 31, 2022 and Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board of Directors and Members

 U.S. Premium Beef, LLC

 Opinion on the financial statements

 We have audited the accompanying balance sheets of U.S. Premium Beef,
LLC (a Delaware Limited Liability company) (the "Company") as of December 28, 2024 and December 30, 2023, the related statements
of operations, members' capital, and cash flows for each of the three years in the period ended December 28, 2024, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations
and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Basis for opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical audit matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.

 /s/ GRANT THORNTON LLP

 We have served as the Company's auditor since 2018.

 Kansas City, Missouri
March 12, 2025

 F- 2

 Balance Sheets

 (thousands of dollars, except unit information)

 Assets

 Current assets:

 Cash and cash equivalents

 $
 39,008

 $
 58,481

 Certificate of Deposit

 30,224

 20,000

 Accrued interest receivable

 Due from affiliates

 Other current assets

 1,675

 Total current assets

 70,500

 80,476

 Property, plant, and equipment, at cost

 Less accumulated depreciation

 Net property, plant, and equipment

 Right of use assets, net

 Investment in National Beef Packing Company, LLC

 169,381

 162,597

 Other assets

 Total assets

 $
 240,140

 $
 243,401

 Liabilities and Members' Capital

 Current liabilities:

 Accounts payable - trade

 $

 $

 Due to other affiliates

 Accrued compensation and benefits

 2,413

 3,225

 Lease obligations

 Distributions payable

 –

 Total current liabilities

 3,022

 3,747

 Long-term liabilities:

 Lease obligations

 Other liabilities

 7,307

 7,293

 Total long-term liabilities

 7,474

 7,521

 10,496

 11,268

 Commitments and contingencies

 –

 –

 Members' capital

 Members' contributed capital, 735,385 Class A units and
 755,385 Class B units authorized, issued and outstanding

 229,644

 232,133

 Total members' capital

 229,644

 232,133

 Total liabilities and members' capital

 $
 240,140

 $
 243,401

 See accompanying notes to financial statements.

 F- 3

 Statements of Operations

 (thousands of dollars, except unit and per unit data)

 $
 –

 $
 –

 $
 –

 Costs and expenses:

 –

 –

 –

 Selling, general, and administrative expenses

 3,268

 3,525

 7,089

 Total costs and expenses

 3,281

 3,545

 7,109

 Operating loss

 ( 3,281
)

 ( 3,545
)

 ( 7,109
)

 Other income:

 3,001

 3,238

 1,091

 –

 ( 1
)

 ( 3
)

 Equity in income of National Beef Packing Company, LLC

 6,784

 41,171

 174,670

 1,010

 Total other income

 10,795

 45,121

 176,468

 $
 7,514

 $
 41,576

 $
 169,359

 Income per unit:

 Basic and diluted

 Class A units

 $
 1.02

 $
 5.65

 $
 23.03

 Class B units

 $
 8.95

 $
 49.54

 $
 201.78

 Outstanding weighted-average Class A and Class B units:

 Basic and diluted

 Class A units

 Class B units

 See accompanying notes to financial statements.

 F- 4

 Statements of Cash Flows

 Cash flows from operating activities:

 $
 7,514

 $
 41,576

 $
 169,359

 Adjustments to reconcile net income to net cash provided by operating
 activities:

 Equity in net income of National Beef Packing Company, LLC

 ( 6,784
)

 ( 41,171
)

 ( 174,670
)

 Distributions from National Beef Packing Company, LLC

 58,130

 208,404

 Changes in assets and liabilities:

 Accounts receivable

 Accrued interest receivable

 ( 148
)

 ( 37
)

 Due from affiliates

 ( 863
)

 Other assets

 ( 1,671
)

 Accounts payable

 ( 8
)

 Due to affiliates

 ( 1,109
)

 1,150

 Accrued compensation and benefits

 ( 799
)

 ( 1,655
)

 2,587

 ( 580
)

 ( 141
)

 Net cash provided by operating activities

 54,142

 205,907

 Cash flows from investing activities:

 Capital expenditures

 ( 9
)

 ( 53
)

 Redemption of Certificate of Deposit

 60,000

 20,000

 Investment in Certificate of Deposit

 ( 70,224
)

 ( 40,000
)

 Net cash used in investing activities

 ( 10,224
)

 ( 20,009
)

 ( 53
)

 Cash flows from financing activities:

 ( 10,003
)

 ( 73,384
)

 ( 238,522
)

 Net cash used in financing activities

 ( 10,003
)

 ( 73,384
)

 ( 238,522
)

 Net (decrease) increase in cash

 ( 19,473
)

 ( 39,251
)

 ( 32,668
)

 Cash and cash equivalents at beginning of period

 58,481

 97,732

 130,400

 Cash and cash equivalents at end of period

 $
 39,008

 $
 58,481

 $
 97,732

 Supplemental cash disclosures:

 Cash paid during the period for interest

 $

 $

 $

 Cash paid during the period for taxes

 $

 $

 $

 Supplemental noncash disclosures of operating activities:

 Right of use assets and lease obligations

 $

 $

 $

 See accompanying notes to financial statements.

 F- 5

 Statements of Members'
Capital

 Members'

 capital

 Balance at December 25, 2021

 $
 332,272

 Net income for the year ended December 31, 2022

 169,359

 ( 237,690
)

 Balance at December 31, 2022

 $
 263,941

 Net income for the year ended December 30, 2023

 41,576

 ( 73,384
)

 Balance at December 30, 2023

 $
 232,133

 Net income for the year ended December 28, 2024

 7,514

 ( 10,003
)

 Balance at December 28, 2024

 $
 229,644

 See accompanying notes to financial statements.

 F- 6

 Notes
to Financial Statements

 NOTE 1. Description of Business

 U.S. Premium Beef, LLC (USPB or the
Company) was formed as a closed marketing cooperative on July 1, 1996. Its mission is to increase the quality of beef and long-term
profitability of cattle producers by creating a fully integrated producer-owned beef processing system that is a global supplier of high
quality, value-added beef products responsive to consumer desires. USPB operates an integrated cattle processing and beef marketing enterprise
where consumer and processor demands and requirements are implemented through changes in genetics, feeding, and management. USPB's
unitholders benefit from its supplier alliance with National Beef Packing Company, LLC (NBP) through (i) premiums received in excess of
cash market prices for higher quality cattle, (ii) allocations of profits and potential distributions, (iii) potential unit price appreciation,
and (iv) information that permits unitholders to make informed production decisions.

 On December 5, 2011, USPB sold the majority
of its membership interests in NBP to Leucadia National Corporation ("Leucadia Transaction"). Following the sale, USPB owned
 15.0729 % of NBP's membership interests.

 On November 29, 2019, Jefferies Financial
Group, Inc. ("Jefferies", formerly Leucadia National Corporation) sold its remaining ownership interest in NBP to a combination
of NBM US Holdings, Inc., a Delaware corporation owned by Marfrig Global Foods S.A.; NBPCo Holdings, LLC; and TMK Holdings, LLC. USPB
elected to not participate in the acquisition and, as a result, USPB's ownership interest in National Beef remained at 15.0729%.

 Ownership Structure

 As USPB is structured as a Limited Liability
Company, its members are not personally liable for liabilities of USPB. USPB's members are taxed on their proportionate share of
USPB's taxable income.

 Class A Units. There are 735,385
Class A units outstanding. Class A unitholders are allocated 10% of the Company's profits and losses. Holders of USPB Class A units,
committed under Uniform Cattle Delivery and Marketing Agreements, have the right and obligation to deliver one head of cattle to USPB
annually for each unit held.

 Class B Units. There are 755,385
Class B units outstanding. Class B unitholders are allocated 90% of the Company's profits and losses. Holders of USPB Class B units
have no cattle delivery commitment.

 NOTE 2. Basis of Presentation
and Accounting Policies

 Basis of Presentation

 USPB's investment
in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does
not have financial or operational control.

 F- 7

 In November 2023, the
FASB issued ASU 2023-07, that improves disclosures about a public entity's reportable segments and addresses requests from investors
and other allocators of capital for additional, more detailed information about a reportable segment's expenses. The standard requires
public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating
decision maker. Additionally, public entities with a single reportable segment must provide all the disclosures required by ASU 2023-07,
as well as all existing segment disclosures in accordance with Accounting Standards Codification 280. ASU 2023-07 is effective for annual
periods beginning after December 15, 2023 (year ending December 28, 2024 for the Company and effective for interim periods within fiscal
years beginning after December 15,2024). The Company adopted ASU 2023-07 for the year ended December 28, 2024 (see segment reporting
section of this note) and applied it retrospectively.

 Fiscal Year

 The Company's fiscal
year ends on the last Saturday in December. The Company files annual reports for each 52 week or 53-week period ended on the last Saturday
in December. Fiscal years 2024 and 2023 were 52-week years and 2022 was a 53-week year.

 Use of Estimates

 The financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of America, using management's best estimates and
judgments where appropriate. These estimates and judgments affect the reported amounts of 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.

 Cash and Cash Equivalents

 The Company considers all highly liquid
investments with an original maturity of three months or less to be cash equivalents. As of December 28, 2024 and December 30, 2023, the
Company's balance sheet reflected Cash and cash equivalents of $ 39.0 million and $ 58.5 million, respectively. The cash is invested
in CoBank's overnight investment account. Investments are not deposits and are not insured by the Federal Deposit Insurance Corporation
or the Farm Credit System Insurance Corporation.

 Certificates of Deposit

 Certificates of deposit held for investment
with original maturities greater than three months and remaining maturities less than one year are classified as current assets. Certificates
of deposit with remaining maturities greater than one year are classified as long-term assets. As of December 28, 2024, USPB had the
following Certificates of deposit in place at USBank:

 Schedule of certificate of deposit investments

 Investment Date

 Maturity Date

 Interest Rate

 Investment Amount

 9/19/2024

 3/20/2025

 3.65 %

 $
 10,000,000

 12/19/2024

 6/20/2025

 3.05 %

 $
 10,224,357

 10/3/2024

 10/2/2025

 3.77 %

 $
 10,000,000

 Other Current Assets

 Included in Other Current Assets are receivables
from several states, with the largest amounts being due from California and New Jersey. The taxes are withheld by NBP from its members
distributions.

 F- 8

 Investment in National Beef
Packing Company, LLC

 USPB's 15.0729 %
investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence,
but does not have financial or operational control.

 The table below summarizes
the changes to USPB's investment in NBP.

 Schedule of changes to USPB's investment in NBP

 Beginning Investment Balance

 $
 162,597

 $
 179,556

 Equity in net income

 6,784

 41,171

 Distributions

 –

 ( 58,130
)

 Ending Investment Balance

 $
 169,381

 $
 162,597

 The difference between
USPB's percentage ownership share of NBP earnings and the recorded amount of Equity in income of National Beef Packing Company,
LLC is attributable to the amortization of a basis difference related to the purchase accounting for NBP's acquisition of Ohio
Beef in 2019. The difference will be amortized over a fifteen-year period.

 For fiscal years 2024 and 2023, USPB conducted
an evaluation to determine if its investment in NBP was impaired as of the end of the fiscal year in accordance with Auditing Standards
Codification (ASC) 323 Investments Equity Method and Joint Ventures. The evaluations included both quantitative and qualitative
factors. The quantitative approach that was used in fiscal year 2023 computed the fair value of the investment using a market based approach
and resulted in a fair value that exceeded the carrying value. The qualitative analysis in fiscal years 2024 and 2023 gave consideration
the length of USPB's investment in NBP and the understanding that the carrying value of the investment fluctuates with the cattle
cycle, but USPB remains committed to the investment. There were no qualitative items in fiscal year 2024 and 2023 that indicated that
the quantitative determination was not correct. As a result of the analysis, USPB concluded that the carrying value of its investment
in NBP was not impaired as of December 28, 2024 and December 30, 2023.

 Beginning on January 1, 2023, and annually
thereafter, NBP's minority members, including USPB, are eligible to deliver a put notice to NBM US Holdings, Inc., a Delaware corporation
owned by Marfrig Global Foods S.A. (NBM). The put period begins on January 1 and ends on January 31 of each year. During the
put period, a NBP minority member can put to NBM a maximum of one third of the aggregate units owned by such minority member as of February
28, 2019 and a minimum of 20% of the aggregate units owned by the applicable minority member as of February 28, 2019. USPB's
Board of Directors gave consideration to USPB's put option in November 2024 and chose to not exercise the put option for the January
2025 put period. See the attached financial statements for NBP.

 Property, Plant, and Equipment

 Property, plant, and
equipment are recorded at cost. Property, plant, and equipment are depreciated principally on a straight-line basis over the estimated
useful life (based upon original acquisition date) of the individual asset by major asset class as follows:

 Schedule of property plant and equipment estimated useful life

 Machinery and equipment

 2 to 15 years

 Furniture and fixtures

 3 to 5 years

 Trailers and automotive equipment

 2 to 5 years

 Normal repairs and maintenance
costs are charged to Selling, general and administrative expenses, as incurred.

 F- 9

 A summary of cost and
accumulated depreciation for property, plant, and equipment as of December 28, 2024 and December 30, 2023 follows (thousands of dollars):

 Schedule of cost and accumulated depreciation for property, plant, and equipment

 Machinery and equipment

 $

 $

 Furniture and fixtures

 Trailers and automotive equipment

 Total property, plant, and equipment, at cost

 Accumulated depreciation

 Property, plant, and equipment, net

 $

 $

 Depreciation expense
was less than $ 0.1 million for fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022.

 Distributions Payable

 USPB utilizes a controlled
disbursement account to fund cash distribution checks presented for payment by the holder. Checks that have been issued but have not cleared
are reflected on the balance sheet as a reduction in cash. Amounts for checks that have not yet been issued are included in Distributions
payable and the change in the related balances are reflected in financing activities on the statement of cash flows. Distributions payable
were less than $ 0.2 million and $ 0.1 million as of December 28, 2024 and December 30, 2023.

 Income Taxes

 Effective August 29, 2004, the Company
converted to an LLC, and under this structure, taxes are not assessed at the Company level as the results of operations are included in
the taxable income of the individual members.

 Although income taxes are assessed to
the individual members, USPB is required to withhold state income taxes from the cash distributions it makes to it members. As of December
28, 2024 and December 30, 2023, Other accrued expenses and liabilities on the Company's balance sheet reflected state taxes payable
of $ 0.1 million and $ 0.1 million, respectively, and accrued expenses of $ 0.1 million and $ 0.1 million, respectively.

 Selling, General, and Administrative

 Selling expenses consist
primarily of salaries, bonuses, phantom unit option expense, trade promotions, advertising, commissions and other marketing costs. General
and administrative costs consist primarily of general management, insurance and professional expenses.

 Noncompetition Payments

 The current CEO's employment agreement
provides for him to receive noncompetition payments for a twelve-month period following his termination of employment with USPB.

 As of December 28, 2024 and December 30,
2023, the Company had accrued $ 0.3 million and $ 0.3 million, respectively, for the noncompetition agreements. The accrued amounts are
included in Other liabilities on the balance sheet. The CEO's employment agreement expires on December 26, 2026.

 F- 10

 Segment Reporting

 USPB is not organized by multiple operating
segments for the purpose of making operating decisions or assessing performance. USPB's equity method investment is the operating
segment of USPB. Accordingly, USPB has one reportable segment. The remaining activity of USPB relates to the corporate function of the
Company. The total amount of investment in equity method investees is disclosed in the Company's balance sheets above.

 USPB's CEO is the Chief Operating
Decision Maker (CODM) for USPB. As the CODM, he is responsible for managing all of USPB's operations. The Company's primary
business operation is managing its members' investment in National Beef. An operating segment is defined as a component of an enterprise
for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance.
The segment participates in activities and derives income.

 The CODM assesses performance of the
segment based on equity in earnings of National Beef for purposes of allocating resources and evaluating financial performance as presented
on the statement of operations. The CODM uses this measure in the annual budgeting and monthly forecasting process and to evaluate income
generated from segment assets to distribute cash to unitholders. The accounting policies of the segment are the same as those described
in the summary of significant accounting policies.

 Significant segment expenses regularly
provided to the CODM are the financial statement line items of National Beef, as disclosed in the tables below.

 The
operating results and assets of the Company's reportable segment were as follows (in thousands):

 Schedule of operating results and assets of reportable segment

 52 weeks ended December 28, 2024

 Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries

 Elimination of Unconsolidated Affiliate

 Corporate and Other of USPB

 Consolidated Total of USPB

 $
 12,373,291

 $
 ( 12,373,291
)

 $
 –

 $
 –

 11,998,533

 ( 11,998,533
)

 –

 –

 Selling, general and administrative expenses

 124,820

 ( 124,820
)

 ( 3,268
)

 ( 3,268
)

 160,179

 ( 160,179
)

 ( 13
)

 ( 13
)

 ( 110
)

 3,001

 3,001

 ( 41,658
)

 41,658

 –

 –

 –

 –

 1,010

 1,010

 Income tax expense

 ( 797
)

 –

 –

 $

 ( 49,008
)

 $

 Equity in earnings of National Beef

 $
 6,784

 $
 6,784

 Net income of USPB

 $
 7,514

 Total assets

 $
 2,254,845

 $
 ( 2,254,845
)

 $
 240,140

 $
 240,140

 $
 ( 1,173,748
)

 $
 ( 1,173,748
)

 $
 ( 10,496
)

 $
 ( 10,496
)

 Capital Expenditures for segment assets

 $
 ( 161,048
)

 $
 161,048

 $
 –

 $
 –

 (1) Amounts reflect those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial

 F- 11

 53 weeks ended December 30, 2023

 Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries

 Elimination of Unconsolidated Affiliate

 Corporate and Other of USPB

 Consolidated Total of USPB

 $
 11,949,876

 $
 ( 11,949,876
)

 $
 –

 $
 –

 11,403,911

 ( 11,403,911
)

 –

 –

 Selling, general and administrative expenses

 105,868

 ( 105,868
)

 ( 3,525
)

 ( 3,525
)

 133,782

 ( 133,782
)

 ( 20
)

 ( 20
)

 ( 66
)

 3,238

 3,238

 ( 26,544
)

 26,544

 ( 1
)

 ( 1
)

 –

 –

 Income tax expense

 2,692

 ( 2,692
)

 –

 –

 $

 ( 277,145
)

 Equity in earnings of National Beef

 $
 41,171

 $
 41,171

 Net income of USPB

 $
 41,576

 Total assets

 $
 2,268,689

 $
 ( 2,268,689
)

 $
 243,101

 $
 243,101

 $
 1,236,404

 $
 1,236,404

 $
 ( 11,268
)

 $
 ( 11,268
)

 Capital Expenditures for segment assets

 $
 ( 191,827
)

 $
 191,827

 $
 ( 9
)

 $
 ( 9
)

 (1) Amounts reflect those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial

 Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries

 Elimination of Unconsolidated Affiliate

 Corporate and Other of USPB

 Consolidated Total of USPB

 $
 11,876,074

 ( 11,876,074
)

 $
 –

 $
 –

 10,475,341

 ( 10,475,341
)

 –

 –

 Selling, general and administrative expenses

 103,173

 ( 103,173
)

 ( 7,089
)

 ( 7,089
)

 124,357

 ( 124,357
)

 ( 20
)

 ( 20
)

 ( 167
)

 1,091

 1,091

 ( 5,650
)

 5,650

 ( 3
)

 ( 3
)

 –

 –

 Income tax expense

 4,885

 ( 4,885
)

 –

 –

 $

 ( 1,162,835
)

 $

 Equity in earnings of National Beef

 $
 174,670

 $
 174,670

 Net income of USPB

 $
 169,359

 Total assets

 $
 2,151,771

 $
 ( 2,151,771

 $
 278,391

 $
 278,391

 $
 ( 1,140,989
)

 $
 ( 1,140,989
)

 $
 ( 14,450
)

 $
 ( 14,450
)

 Capital Expenditures for segment assets

 $
 200,782

 ( 200,782
)

 $
 ( 53
)

 $
 ( 53
)

 (1) Amounts reflect
those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial statements.

 F- 12

 Earnings 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, earnings per unit
(EPU) has been presented in the accompanying Statement of Operations and in the table that follows.

 Basic EPU excludes dilution and is computed
by first allocating 10% of net income or loss attributable to USPB to Class A units and the remaining 90% is allocated to Class B units.
Net income or 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.

 Diluted EPU reflects
the potential dilution that could occur to the extent that any outstanding dilutive Class A or Class B units were exercised. There are
no potentially dilutive Class A or Class B units outstanding.

 Schedule of income per unit calculation

 Income Per Unit Calculation

 (thousands of dollars, except unit and per unit data)

 Basic and diluted earnings per unit:

 Income attributable to USPB available to unitholders (numerator)

 $

 $
 4,158

 $
 16,936

 $
 6,763

 $
 37,418

 $
 152,423

 Weighted average outstanding units (denominator)

 Per unit amount

 $
 1.02

 $
 5.65

 $
 23.03

 $
 8.95

 $
 49.54

 $
 201.78

 NOTE 3. Long-Term Debt and Loan Agreements

 (a) Credit
Agreement

 On July 13, 2020, USPB, and CoBank, ACB
(CoBank), entered into a Credit Agreement (the "Credit Agreement"), Amended and Restated Revolving Term Promissory Note (the
"Promissory Note"), and an Affirmation of Pledge Agreement (together with the Credit Agreement and the Promissory Note, collectively,
the "Loan Agreements").

 The Loan Agreements provide for a $ 1.0
million revolving term commitment. That commitment carries a term of five years, maturing on June 30, 2025. All of the $ 1.0 million revolving
credit commitment was available as of December 28, 2024. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide for an
interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of 0.00 % and Daily Simply SOFR (as defined
in the Promissory Note). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB's membership
interests in, and distributions from, NBP.

 As of December 28, 2024, USPB had no
short-term or long-term debt outstanding. USPB was in compliance with the financial covenant under its Credit Agreement as of December
28, 2024 and December 30, 2023.

 F- 13

 (b) Operating
Leases

 USPB's two office leases are
accounted for under ASC 842, Leases. The Kansas City, MO office renewed its office lease in March 2023 and has a remaining term of approximately
 3.25 years. The Dodge City, KS office renewed its office lease in October 2023 and has a remaining term of approximately 4.0 years. The
Kansas City office lease agreement provides for renewals beyond the remaining term; the Dodge City office lease agreement does not provide
for renewals beyond the remaining term. The monthly lease payment for the Kansas City office was $ 4,865, as of December 2024, and increases
by approximately 3% on April 1 of each year. The monthly lease payment for the Dodge City office was $ 1,050, as of December 2024. In January
2024, the Dodge City lease payment increased to $ 1,050, and remains the same through the balance of the lease term. Both offices are used
for general office use only. As of December 28, 2024, the present value of the remaining operating lease payments for the offices equaled
$ 0.2 million and USPB's balance sheet reflected Right of Use Assets and Lease Obligations equal to that amount. The discount rate
used to compute the present value for the Kansas City office was 6.05 % and for the Dodge City office 6.00 %, USPB's incremental borrowing
rate adjusted for the lease term.

 The table below states the total of the
remaining lease payments as of December 28, 2024 (thousands of dollars):

 Schedule of lease payments

 2025

 $

 2026

 2027

 2028 (3 months)

 Total

 Less: future interest

 Lease liabilities recognized

 $

 NOTE 4. Employee Options
and Benefit Plans

 In September 2010,
USPB's Board of Directors approved a management phantom unit plan. The phantom unit plan provides for the award of unit appreciation
rights to management employees of USPB. USPB's CEO administers the phantom unit plan and awards "Phantom Units" (Class
A and Class B Units) to employees in amounts determined by the CEO, subject to the total Phantom Unit amount approved by the Board of
Directors of USPB. A total of 5,000 Class A phantom units and 5,000 Class B phantom units were awarded to management employees, with a
strike price of $ 118 and $ 157, respectively. The closing of the Leucadia Transaction resulted in management employees receiving a payment
under the management phantom unit plan. The payment to management was reduced by the strike price for both the Class A phantom units and
Class B phantom units and is now $ 0. As a result of the retirement of one of USPB's employees on December 31, 2014, 50 Class A phantom
units and 50 Class B phantom units were forfeited as they were not vested. One third of the retiring employee's vested phantom units
were exercised and the appreciation rights paid in three tranches (retirement, and first and second anniversary of retirement). At the
end of fiscal years 2024 and 2023, 4,750 Class A phantom units and 4,750 Class B phantom units remain outstanding. The phantom units became
fully vested in August 2015. For the 2010 management phantom unit plan, a reduction of compensation expense of $ 0.1 million in fiscal
year 2024, and compensation expense of $ 0.1 million, and $ 2.6 million was recognized in fiscal years 2023 and 2022.

 On November 16, 2012,
USPB's Board of Directors approved the issuance of an additional 1,500 Class A phantom units, with a strike price of $ 66.04 and
 1,500 Class B phantom units, with a strike price of $ 73.70, to certain members of management, to be effective on January 28, 2013 (the
grant date fair value was established using a Black Scholes model). The phantom units became fully vested in January 2018 and remain outstanding
at the end of fiscal years 2024 and 2023. For the 2013 management phantom unit plan, a reduction of compensation expense of $ 0.1 million
was recognized in fiscal year 2024, a reduction of compensation expense of $ 0.2 million occurred in 2023 and compensation expense of $ 0.7
million was recognized in fiscal year 2022.

 F- 14

 As of December 28, 2024 and December 30,
2023, the Company had accrued $ 8.5
 million and $ 9.0
million, respectively, for the management phantom plans. The accrued amounts are included in Accrued compensation and benefits and Other
liabilities on the balance sheet.

 Schedule of accrued liabilities

 Current phantom unit

 $
 1,703

 $
 2,075

 Long-term phantom unit

 6,810

 6,972

 Total phantom accrual

 $
 8,513

 $
 9,047

 USPB provides its employees the opportunity
to earn cash incentives and bonuses. The cash incentive and bonus plans were designed to provide the financial incentive to the employees
to influence USPB unitholder benefits and are only paid after certain levels of benefits have been achieved. As of December 28, 2024 and
December 30, 2023, the Company had accrued $ 0.8 million and $ 1.1 million, respectively, for the cash incentive and bonus plans. The accrued
amounts are included in Accrued compensation and benefits and other liabilities on the balance sheet.

 The Company maintains a tax-qualified
employee savings and retirement plan (the "401(k) Plan)) covering the Company's non-union employees. Pursuant to the 401(k)
Plan, eligible employees may elect to reduce their current compensation by up to the lesser of 75% of their annual compensation or the
statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. The 401(k) Plan provides for
additional matching contributions by the Company, based on specific terms contained in the 401(k) Plan. The trustee of the 401(k) Plan,
at the direction of each participant, invests the assets of the 401(k) Plan in designated investment options. The 401(k) Plan is intended
to qualify under Section 401 of the Internal Revenue Code. Expenses related to the 401(k) Plan totaled approximately $ 0.1 million, $ 0.1
million, and $ 0.1 million for fiscal years 2024, 2023, and 2022, respectively.

 NOTE 5. Other Expense or
Income

 Other non-operating income, net was $ 1.0
million for fiscal year 2024, and $ 0.7 million for fiscal years 2023, and 2022, respectively. Other non-operating income primarily includes
income related to lease income on additional delivery rights made available by the Company.

 NOTE 6. Income Taxes

 USPB is structured as
an LLC and is taxed as a partnership for federal income tax purposes. As a result, its taxable income/loss is passed through to
the unitholders at the end of each tax year. Certain states assess an entity level tax, which is paid by USPB. Such taxes were approximately
$0.1 million in fiscal year 2024 and $0.4 million in fiscal years 2023 and 2022.

 NOTE 7. Related Party Transactions

 All of the Company's
directors hold Class A units of the Company. By virtue of their ownership of the units, each of these individuals is obligated to deliver
cattle to the Company. The amount and terms of the payments received by these individuals (or the entities they represent) for the delivery
of cattle are made on exactly the same basis as those received by other unitholders of the Company for the delivery of their cattle.

 F- 15

 On June 10, 2019, USPB entered into
the First Amended and Restated Cattle Purchase and Sale Agreement with NBP (the "Amended Agreement"). Per the terms
and conditions of the Amended Agreement, NBP is required to purchase from USPB Class A unitholders, and USPB is required to cause to be
sold and delivered from its Class A unitholders to NBP, a base amount of 735,385 (subject to adjustment) head of cattle per year. In fiscal
years 2024, 2023, and 2022, USPB elected to increase the number of cattle that its Class A unitholders could deliver during USPB's
delivery year by up to 10%. For fiscal years 2024, 2023, and 2022, the average cattle deliveries by USPB's Class A unitholders and
associates were approximately 24.3 % of NBP's total cattle requirements, under the Amended Agreement. The purchase price for the
cattle is determined by pricing grids, which, at all times, are required to be no less favorable than any other pricing grid being utilized
by NBP and the pricing grid shall be competitive with NBP's major competitors for the purchase of cattle. The terms and conditions
of the Amended Agreement are substantially the same as the previous agreement except in the following material ways:

 Under the Amended Agreement, if NBP acquires or develops new processing (slaughter) facilities, then
USPB has a first right to provide 25% of the cattle to the new NBP facility.

 The purchase price of cattle delivered by USPB Class A unitholders to the Tama, Iowa processing facility
shall be no less favorable than any other pricing grid that NBP offers to any other seller of cattle delivering to the Tama, Iowa processing
facility or to non-grid cattle with comparable performance.

 On each anniversary of the Amended Agreement, the term of the Amended Agreement shall be extended for
five years from the date of such anniversary, unless either party elects to not extend the term. The Amended Agreement currently extends
through June 10, 2026.

 NBP also purchased additional cattle from certain
USPB members and associates outside of the Amended Agreement.

 At December 28, 2024 and December
30, 2023, the Company had receivables of approximately $ 0.1 million due from unitholders and associates. At December 28, 2024 and December
30, 2023, the Company had receivables of less than $ 0.1 million and $ 0.2 million due from NBP, respectively.

 At December 28, 2024
and December 30, 2023, the Company had payables of $ 0.2 million and $ 0.0 million due to unitholders and associates.

 NOTE 8. Legal Proceedings

 As of December 28, 2024,
USPB is not currently involved in any litigation. However, because its ownership interest in NBP is USPB's largest asset and because
of the cattle procurement and distribution relationship between USPB and NBP, litigation involving NBP may impact USPB.

 F- 16

 NBP is a defendant in (i) five putative class action
lawsuits in the United States District Court for the District of Minnesota alleging that NBP violated some combination of the Sherman
Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and (ii) putative class action lawsuits
in the Supreme Court of British Columbia and the Superior Court of Quebec for the district of Montreal alleging that it violated the Canadian
Competition Act and various provincial laws (the "Beef Class Actions"). The Beef Class Actions are entitled In re
Cattle Antitrust Litigation, which was filed originally on April 23, 2019; Peterson et al. v. JBS USA Food Company Holdings, et
al., which was filed originally on April 26, 2019; In re DPP Beef Litigation, which was filed originally on April 26, 2019;
 Erbert & Gerbert's, Inc. v. JBS USA Food Company Holdings, et al., which was filed originally on June 18, 2020; Specht
v. Tyson Foods, Inc., et al., which was filed originally on October 31, 2022; Giang Bui v. Cargill, Incorporated, et al. which
was filed originally on February 18, 2022; and Sylvie De Bellefeuille v. Cargill, Inc. et al., which was filed originally on March
24, 2022. Since the original class action complaints were filed, certain purchasers of beef products have opted to file individual
complaints and to proceed with direct actions making similar claims (the "Opt-Out Cases"), and others may do so in the future.
The Opt-Out Cases are entitled Winn-Dixie Stores, Inc. and Bi-Lo Holding, LLC v. Cargill, Inc., et al., which was filed on August
2, 2021 in the United States District Court, Minnesota; Cheney Brothers, Inc. v. Cargill, Inc., et al., which was filed on January
31, 2022 in the United States District Court, Southern District of Florida; Subway v. Cargill, Inc. et al., which was filed on
February 22, 2022 in the United States District Court, Connecticut; Amory Investments LLC v. Cargill, Inc. et al., which was filed
originally on March 8, 2022 in the United States District Court, Northern District of New York; Associated Grocers, Inc., et al. v.
Cargill, Inc., et al., which was filed originally on May 12, 2022 in the United States District Court, Northern District of Illinois;
 Giant Eagle, Inc. v. Cargill, Inc., et al., which was filed originally on June 8, 2022 in the United States District Court, Northern
District of Illinois; Sysco Corporation v. Cargill, Inc., et al., which was filed originally on September 30, 2022 in the United
States District Court, Southern District of Texas; John Soules Foods, Inc. v. Cargill, Inc., et al., which was filed originally
on August 5, 2022 in the United States District Court, Eastern District of Texas; Associated Grocers of the South et al. v. Cargill,
Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; The Kroger
Co. et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District
of Montana; Spartannash Co vs. Cargill, Inc. et al, which was filed originally on September 21, 2022 in the United States District
Court, Northern District of Illinois; Kraft Heinz Food Company v. Cargill Inc., et al., which was filed originally on September
30, 2022 in the United States District Court, Eastern District of New York; Aramark Food and Support Services Group., Inc. v. Cargill
Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York;
 ARCOP, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern
District of Florida; CKE Restaurant Holdings, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in
the United States District Court, Southern District of Florida; Sonic Industries Services Inc. v. Cargill, Inc. et al., which was
filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Restaurant Services, Inc.
v. Cargill, Inc., et al., which was filed originally on December 20, 2022 in the United States District Court, Southern District of
Florida; Whatabrands LLC et al. vs. Cargill, Inc., et al. which was filed originally on December 20, 2022 in the United States
District Court, Southern District of Florida; Sherwood Food Distributors, LLC et al.v. Cargill, Inc., et al., which was filed originally
on March 7, 2023 in the United States District Court, Easter District of New York; McClane Company, Inc v. Cargill, Inc., et al.,
which was filed originally on April 3, 2023 in the United States District Court, Southern District of Florida; Aldi, Inc v. Cargill,
Inc., et al., which was filed originally on August 28. 2023 in the United States District Court, Northern District of Illinois; Quirich
Foods, LLC et al. v. Cargill, Inc., et al., which was filed originally on October 9, 2023 in the United States District Court, Northern
District of Illinois; Conagra Brands, Inc v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United
States District Court, Northern District of Illinois; Compass Group USA, Inc v. Cargill, Inc., et al., which was filed originally
on October 31, 2023 in the United States District Court, Western District of North Carolina; Target Corp v. Cargill, Inc., et al.,
which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; BJ's Wholesale
Club, Inc v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District
of New York; Glazier Foods Co et al. v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States
District Court, Eastern District of New York; Jetro Holdings, Inc v. Cargill, Inc., et al., which was filed originally on December
29, 2023 in the United States District Court, Eastern District of New York; Quality Supply Chain Co-Op, Inc. v. Cargill, Inc., et al.,
which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; and Sodexo, Inc.,
et al. v. Cargill, Inc., et al., which was filed originally on April 29, 2024 in the United States District Court of Maryland, and
 McDonald's Corporation v. Cargill, Inc., et. al., which was originally file on October 4, 2024 in the United States District
Court, Eastern District of New York. On October 4, 2022, the United States Beef Class Actions and Opt-Out Cases were consolidated for
pretrial proceedings in the United States District Court, Minnesota District under the style In re: Cattle and Beef Antitrust Litigation.
The plaintiffs in these cases seek treble damages and other relief under various laws including the Sherman Antitrust Act, the Canadian
Competition Act, the Packers & Stockyards Act, and/or the Commodities Exchange Act and various state and provincial laws and attorneys'
fees. NBP believes it has meritorious defenses to the claims in these cases and intends to defend them vigorously. There can be
no assurances, however, as to the outcome of these matters or the impact on NBP's consolidated financial position, results of operations
and cash flows.

 F- 17

 In addition to the antitrust litigation, NBP is
subject to an investigation by the United States Department of Justice ("DOJ") and approximately 30 state attorneys general
regarding fed cattle and beef packing markets. NBP has responded to the federal and state requests for information and cooperated
with the investigations. NBP believes it has meritorious defenses to any potential claims that might arise out of these government investigations,
although there can be no assurance as to the outcome of these investigations or the impact on NBP's consolidated financial position,
results of operations and cash flows.

 NBP is a defendant in a putative class action lawsuit
entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District Court for the District of Colorado on November
1, 2022. The defendants filed motions to dismiss, which the court denied except as to NBP's subsidiary, Iowa Premium. The plaintiffs
filed an amended complaint on January 12, 2024. The amended complaint alleges that the defendants directly and through industry wage surveys
and a benchmarking service (i) fixed wages and benefits, and (ii) exchanged information regarding compensation and benefits in an effort
to depress and stabilize wages and benefits in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary
damages, pre- and post-judgment interest, declaratory and injunctive relief and the costs of the suit (including attorney fees). NBP believes
it has meritorious defenses to the claims in this case, and if this proceeds to trial, intends to defend the case vigorously; however,
NBP has negotiated a settlement with the plaintiffs in the employee wages and benefits matter. The settlement was submitted to the District
Court for approval and the District Court granted a motion to preliminarily approve the settlement on January 15, 2025. The District Court
granted a motion to preliminarily approve the settlement for approximately $14.2 million on January 15, 2025. NBP has made an accrual
for the potential settlement. If the settlement is not ultimately approved, there can be no assurances, however, as to the outcome of
this case or the impact on the NBP's consolidated financial position, results of operations and cash flows.

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

 USPB is not able to
assess what impact, if any, the actions described above will have on NBP or USPB.

 NOTE 9. Subsequent Events

 USPB has evaluated subsequent events through the
date the financial statements were issued and determined there were no such events to report.

 F- 18

 NATIONAL BEEF PACKING
COMPANY, LLC

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Audited Consolidated Financial Statements:

 Report of Independent Certified Public Accountants - Grant Thornton LLP

 Consolidated Balance Sheets at December 28, 2024 and December 30, 2023

 Consolidated Statement of Operations for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Consolidated Statement of Comprehensive Income for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Consolidated Statement of Cash Flows for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Consolidated Statement of Members' Capital for the years ended December 28, 2024, December 30, 2023, and December 31, 2022

 Notes to Consolidated Financial Statements

 F- 19

 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 Board of Managers

 National Beef Packing Company, LLC

 We have audited the consolidated financial statements
of National Beef Packing Company, LLC (a Delaware limited liability company) and subsidiaries (the "Company"), which comprise
the consolidated balance sheets as of December 28, 2024 and December 30, 2023, and the related consolidated statements of operations,
comprehensive income, cash flows, and members' capital for each of the three fiscal years in the period ended December 28, 2024,
and the related notes to the consolidated financial statements.

 In our opinion, the accompanying consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December
30 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 28, 2024,
in accordance with accounting principles generally accepted in the United States of America.

 Basis for opinion

 We conducted our audits of the consolidated financial
statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under
those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our
report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant
ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.

 Responsibilities of management for the financial
statements

 Management is responsible for the preparation
and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United
States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation
of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 In preparing the consolidated financial statements,
management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about
the Company's ability to continue as a going concern for one year after the date the consolidated financial statements are available
to be issued.

 Auditor's responsibilities for the audit
of the financial statements

 Our objectives are to obtain reasonable assurance
about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance
and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it
exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered
material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable
user based on the consolidated financial statements. In performing an audit in accordance with US GAAS, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.

 Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 F- 20

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control. Accordingly, no such opinion is expressed.

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise
substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

 We are required to communicate with those charged
with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.

 /s/ Grant Thornton LLP

 Kansas City, Missouri

 February 21, 2025

 F- 21

 Consolidated Balance Sheets

 Assets

 Current assets:

 Cash and cash equivalents

 $
 10,661

 $
 16,373

 Accounts receivable, less allowance for returns and expected credit losses of $7,904 and $3,480, respectively

 364,977

 380,206

 Due from affiliates

 4,156

 4,885

 Other receivables

 4,293

 9,489

 Inventories

 451,783

 423,126

 Other current assets

 53,317

 60,049

 Total current assets

 889,187

 894,128

 Property, plant and equipment, at cost:

 Land and improvements

 116,161

 107,212

 Buildings and improvements

 451,426

 351,728

 Machinery and equipment

 947,698

 815,067

 Trailers and automotive equipment

 5,377

 5,686

 Furniture and fixtures

 27,965

 25,373

 Construction in progress

 131,224

 275,214

 1,679,851

 1,580,280

 Less accumulated depreciation

 699,587

 651,597

 Net property, plant and equipment

 980,264

 928,683

 Goodwill

 30,634

 30,634

 Other intangibles, net of accumulated amortization of $608,736 and $560,291, respectively

 261,552

 309,997

 Right of use assets, net of accumulated amortization of $63,836 and $59,944, respectively

 82,099

 84,621

 Other assets

 11,109

 20,626

 Total Assets

 $
 2,254,845

 $
 2,268,689

 Liabilities and Members' Capital

 Current liabilities:

 Current installments of long-term debt

 $
 26,304

 $
 26,215

 Current portion of right of use liabilities

 23,975

 24,257

 Cattle purchases payable

 225,263

 185,155

 Accounts payable — trade

 153,656

 123,112

 Due to affiliates

 1,071

 Accrued compensation and benefits

 60,220

 91,294

 Accrued insurance

 21,953

 11,770

 64,753

 45,934

 Total current liabilities

 577,195

 508,716

 Long-term debt, excluding current installments

 521,786

 648,868

 Long-term portion of right of use liabilities

 58,946

 62,424

 Other liabilities

 15,821

 16,396

 1,173,748

 1,236,404

 Commitments and contingencies

 Members' capital:

 Members' capital

 1,081,751

 1,032,743

 Accumulated other comprehensive loss

 (654
)

 (458
)

 Total members' capital

 1,081,097

 1,032,285

 Total Liabilities and Members' capital

 $
 2,254,845

 $
 2,268,689

 See accompanying notes to consolidated financial

 F- 22

 Consolidated Statements of Operations

 $
 12,373,291

 $
 11,949,876

 $
 11,876,074

 Costs and expenses:

 11,998,533

 11,403,911

 10,475,341

 Selling, general and administrative

 124,820

 105,868

 103,173

 160,179

 133,782

 124,357

 Total costs and expenses

 12,283,532

 11,643,561

 10,702,871

 Operating income

 89,759

 306,315

 1,173,203

 Other income (expense):

 (41,658
)

 (26,544
)

 (5,650
)

 Income before taxes

 48,211

 279,837

 1,167,720

 Income tax expense

 (797
)

 2,692

 4,885

 $

 $

 $

 See accompanying notes to consolidated financial

 F- 23

 Consolidated Statements of Comprehensive Income

 $

 $

 $

 Other comprehensive income (loss):

 Foreign currency translation adjustments

 (196
)

 (189
)

 (137
)

 Comprehensive income

 $
 48,812

 $
 276,956

 $
 1,162,698

 See accompanying notes to consolidated financial

 F- 24

 Consolidated Statements of Cash Flows

 Cash flows from operating activities:

 $

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 160,179

 133,782

 124,357

 Provision for returns and doubtful accounts

 13,276

 11,028

 12,980

 Deferred income tax provision

 (43
)

 (Gain)/Loss on disposal of property, plant and equipment

 (83
)

 1,438

 Amortization of debt issuance costs

 Change in assets and liabilities:

 Accounts receivable

 1,953

 (92,627
)

 24,483

 Due from affiliates

 (1,049
)

 3,254

 Other receivables

 5,196

 (3,874
)

 (960
)

 Inventories

 (28,657
)

 (2,977
)

 (3,986
)

 Other assets

 15,924

 26,293

 6,468

 Right of use assets and lease liabilities, net

 (1,238
)

 1,655

 (1,088
)

 Cattle purchases payable

 40,108

 (16,400
)

 66,034

 Accounts payable

 28,076

 (21,817
)

 (4,906
)

 Due to affiliates

 (4,430
)

 Accrued compensation and benefits

 (31,074
)

 (103,515
)

 (171,374
)

 Accrued insurance

 10,183

 (12,074
)

 18,244

 (13,989
)

 Net cash provided by operating activities

 283,165

 205,246

 1,195,163

 Cash flows from investing activities:

 Capital expenditures, including interest capitalized

 (161,048
)

 (191,827
)

 (200,782
)

 Proceeds from sale of property, plant and equipment

 Net cash used in investing activities

 (160,653
)

 (191,139
)

 (200,400
)

 Cash flows from financing activities:

 Receipts under revolving credit lines

 6,274,144

 1,812,856

 892,000

 Payments under revolving credit lines

 (6,380,000
)

 (1,650,000
)

 (892,000
)

 Receipts under reducing revolving credit lines

 4,150,000

 4,530,000

 1,745,000

 Payments under reducing revolving credit lines

 (4,170,000
)

 (4,340,000
)

 (1,425,000
)

 Repayments of other indebtedness/finance leases

 (2,157
)

 (4,035
)

 (2,420
)

 Cash paid for financing costs

 –

 –

 –

 –

 (385,660
)

 (1,382,641
)

 Net cash used in financing activities

 (128,013
)

 (36,839
)

 (1,065,061
)

 Effect of exchange rate changes on cash

 (211
)

 (203
)

 (140
)

 Net decrease in cash

 (5,712
)

 (22,935
)

 (70,438
)

 Cash and cash equivalents at beginning of period

 16,373

 39,308

 109,746

 Cash and cash equivalents at end of period

 $
 10,661

 $
 16,373

 $
 39,308

 Supplemental disclosures:

 Cash paid during the period for interest

 $
 44,314

 $
 38,049

 $
 8,310

 Cash paid during the period for taxes

 $

 $

 $
 2,963

 Supplemental non-cash disclosures of operating and investing activities:

 Non-cash additions to property, plant and equipment included in accounts payable

 $
 5,678

 $
 3,210

 $
 3,625

 See accompanying notes to consolidated financial

 F- 25

 Consolidated Statements of Members' Capital

 Members' Capital

 Accumulated Other
 Comprehensive
 (Loss) Income

 TOTAL

 Balance at December 25, 2021

 $
 1,011,064

 $
 (132
)

 $
 1,010,932

 –

 Distributions

 (1,032,641
)

 –

 (1,032,641
)

 Foreign currency translation adjustments

 –

 (137
)

 (137
)

 Balance at December 31, 2022

 $
 1,141,258

 $
 (269
)

 $
 1,140,989

 –

 Distributions

 (385,660
)

 –

 (385,660
)

 Foreign currency translation adjustments

 –

 (189
)

 (189
)

 Balance at December 30, 2023

 $
 1,032,743

 $
 (458
)

 $
 1,032,285

 –

 Distributions

 –

 –

 –

 Foreign currency translation adjustments

 –

 (196
)

 (196
)

 Balance at December 28, 2024

 $
 1,081,751

 $
 (654
)

 $
 1,081,097

 See accompanying notes to
consolidated financial statements.

 F- 26

 NOTE 1. DESCRIPTION OF BUSINESS

 National Beef Packing Company,
LLC (the Company) is a Delaware limited liability company. The Company and its subsidiaries produce and sell meat products to customers
in the retail, distribution, food service, international, and further processor channels. The Company also produces and sells by-products,
that are derived from its meat processing operations, to customers in various industries.

 The Company operates beef slaughter
and fabrication facilities in Liberal and Dodge City, Kansas and Tama, Iowa, consumer-ready beef and pork processing facilities in Hummels
Wharf, Pennsylvania, Moultrie, Georgia and Kansas City, Kansas and a beef patty manufacturing facility in North Baltimore, Ohio. National
Carriers, Inc., or National Carriers, a wholly-owned subsidiary located in Dallas, Texas, provides trucking services to the Company
and to third parties and National Elite Transportation, LLC, or National Elite, a wholly-owned subsidiary located in Springdale, Arkansas,
provides third-party logistics services to the transportation industry. National Beef Leathers, LLC, or NBL, a wholly-owned subsidiary
located in St. Joseph, Missouri, provides hide tanning services for the Company. Kansas City Steak Company, LLC, or Kansas City Steak,
includes a direct to consumer business and operates a warehouse and fulfilment facility in Kansas City, Kansas. As of December 28,
2024, and December 30, 2023, approximately 57% of our employees were represented by collective bargaining agreements. The Company
makes certain contributions for the benefit of employees (see Note 6).

 NOTE 2. BASIS OF PRESENTATION AND ACCOUNTING
POLICIES

 Basis of Presentation
and Consolidation

 The consolidated financial
statements include the accounts of the Company and its direct and indirect subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation. All amounts in the accompanying consolidated financial statements and related notes are presented
in U.S. dollars.

 Fiscal Year

 The Company's fiscal
year consists of 52 or 53 weeks, ending on the last Saturday in December. Fiscal 2024 and 2023 were each 52-week fiscal years. Fiscal
2022 was a 53-week fiscal year. All references to years in these notes to consolidated financial statements represent fiscal years unless
otherwise noted.

 Use of Estimates

 The consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America,
using 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.

 Cash and Cash Equivalents

 The Company considers all
highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company's cash deposits
are held at multiple financial institutions. At times, deposits held with financial institutions may exceed the amount of insurance provided
by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and does not believe it is
exposed to any significant credit risk on cash and cash equivalents.

 F- 27

 Allowance for Returns
and Expected Credit Losses

 The allowance for returns
and expected credit losses is the Company's best estimate of the amount of probable returns and credit losses in the
Company's existing accounts receivable. The Company closely monitors accounts receivable balances and estimates the
allowance for expected credit losses. The estimates are based primarily on historical collection experience, customer conditions and
other factors. Management considers factors such as changes in the economy and industry. Specific accounts are reviewed individually
for collectability. Historically, the expected credit losses associated with accounts receivable have not been material. The
majority of the provision and charge offs noted below were done in relation to product and pricing claims, not credit losses.

 The following table represents
the rollforward of the allowance for returns and expected credit losses for the fiscal years ended December 28, 2024, December 30, 2023
and December 31, 2022 (in thousands):

 Period Ended

 Beginning Balance

 Provision

 Charge Off

 Ending Balance

 $
 (3,223
)

 $
 (12,980
)

 $
 13,128

 $
 (3,075
)

 $
 (3,075
)

 $
 (11,028
)

 $
 10,623

 $
 (3,480
)

 $
 (3,480
)

 $
 (13,276
)

 $
 8,852

 $
 (7,904
)

 Inventories

 Inventories consist primarily
of beef, beef by-products, parts and supplies and are stated at the lower of cost or net realizable value, with cost principally determined
under the first-in-first-out method for beef products and average cost for supplies.

 Inventories at December 28,
2024 and December 30, 2023 consisted of the following (in thousands):

 Dressed and boxed beef products

 $
 352,726

 $
 317,891

 Beef by-products

 34,637

 44,833

 Parts, supplies and other

 64,420

 60,402

 Total inventory

 $
 451,783

 $
 423,126

 Property, plant and equipment

 Property, plant and equipment
are recorded at cost. Property, plant and equipment are depreciated principally on a straight-line basis over the estimated useful
life of the individual asset by major asset class as follows:

 Buildings and improvements

 15 to 25 years

 Machinery and equipment

 2 to 15 years

 Automotive equipment

 2 to 4 years

 Furniture and fixtures

 3 to 5 years

 F- 28

 Depreciation expense was $111.7
million, $85.1 million and $75.3 million for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.

 Upon disposition of these assets,
any resulting gain or loss is included in selling, general, and administrative. Major repairs and maintenance costs that extend
the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations as incurred.

 The Company capitalizes the
cost of interest on borrowed funds which are used to finance the construction of certain property, plant and equipment. Such capitalized
interest costs are charged to the property, plant and equipment accounts and are amortized through depreciation charges over the estimated
useful lives of the assets. Interest capitalized was $10.0 million, $12.7 million and $4.2 million for the fiscal years ended December
28, 2024, December 30, 2023 and December 31, 2022, respectively.

 The Company reviews its
long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets held and used is assessed based on estimated undiscounted future cash flows. Impairment, if
any, is recognized based on fair value of the assets. Assets to be disposed of are reported at the lower of cost or fair value
less costs to sell and are no longer depreciated. There were no events or circumstances which would indicate that the carrying
amount of our property, plant and equipment may not be recoverable during 2024, 2023 or 2022.

 Goodwill and Other Intangible
Assets

 Accounting Standards Codification
(ASC) 350, Intangibles - Goodwill and Other, provides that goodwill shall not be amortized but shall be tested for impairment
on an annual basis. Identifiable intangible assets with definite lives are amortized over their estimated useful lives. The Company
evaluates goodwill annually for impairment at the end of December and this test involves comparing the fair value of the reporting unit
to the reporting unit's book value to determine if any impairment exists. Fair values are based on valuation techniques we
believe market participants would use, although the valuation process requires significant judgment and often involves the use of significant
estimates and assumptions. The Company calculates the fair value of the reporting unit using estimates of future cash flows and other
market comparable information deemed appropriate. The estimates and assumptions used in determining fair value could have a significant
effect on whether or not an impairment charge is recorded and the magnitude of such a charge. If the book value of a reporting unit
exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill
allocated to that reporting unit. As a result of the testing performed on the Company's goodwill, the fair value exceeded the carrying
value of the reporting unit and thus no impairment charge was recorded in the periods presented. Adverse market or economic events could
result in impairment charges in future periods.

 ASC 360, Impairment and
Disposal of Long-Lived Assets, provides that we evaluate our long-lived assets for impairment whenever events or changes in circumstances
indicate, in management's judgment, that the carrying value of such assets may not be recoverable. When testing for impairment,
we group our long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent
of the cash flows of other assets and liabilities (or asset group). The determination of whether an asset group is recoverable is based
on management's estimate of undiscounted future cash flows directly attributable to the asset group as compared to its carrying
value. If the carrying amount of the asset group is greater than the undiscounted cash flows, an impairment loss would be recognized for
the amount by which the carrying amount of the asset group exceeds its estimated fair value. As a result of the review performed, no triggering
events occurred during 2024, 2023, or 2022 related to the Company's long-lived assets, thus no impairment charge was recorded.

 F- 29

 The amounts of other intangible
assets are as follows (in thousands):

 Weighted

 Average
 Amortization
 Period

 Gross
 Carrying
 Amount

 Accumulated
 Amortization

 Intangible assets subject to amortization:

 Customer relationships

 $
 433,300

 $
 303,558

 Trade names

 290,148

 177,484

 Cattle supply relationships

 143,600

 124,454

 Other

 3,240

 3,240

 Total intangible assets

 $
 870,288

 $
 608,736

 Weighted

 Average
 Amortization
 Period

 Gross
 Carrying
 Amount

 Accumulated
 Amortization

 Intangible assets subject to amortization:

 Customer relationships

 $
 433,300

 $
 279,188

 Trade names

 290,148

 162,983

 Cattle supply relationships

 143,600

 114,880

 Other

 3,240

 3,240

 Total intangible assets

 $
 870,288

 $
 560,291

 For the fiscal years ended December 28, 2024, December
30, 2023 and December 31, 2022 the Company recognized $48.4 million, $48.7 million and $49.1 million, respectively, of amortization expense
on intangible assets. The following table reflects the anticipated amortization expense relative to intangible assets recognized in the
Company's consolidated balance sheet as of December 28, 2024, for each of the next five years and thereafter (in thousands):

 Estimated amortization expense for fiscal years ending:

 2025

 $
 48,445

 2026

 48,445

 2027

 38,872

 2028

 38,872

 2029

 38,872

 Thereafter

 48,046

 Total

 $
 261,552

 F- 30

 Overdraft Balances

 The majority of the Company's
bank accounts are zero balance accounts where cash needs are funded as checks are presented for payment by the holder. Checks issued pending
clearance that result in overdraft balances for accounting purposes are included in the trade accounts payable and cattle purchases payable
balances, and the change in the related balances are reflected in operating activities on the Company's consolidated statement of
cash flows.

 Self-insurance

 The Company is self-insured
for certain losses relating to workers' compensation, automobile liability, general liability and employee medical and dental benefits.
The Company has purchased stop-loss coverage in order to limit its exposure to significant levels of claims. Self-insured losses are accrued
in accrued insurance and other long-term liabilities in the Company's consolidated balance sheets based upon the Company's
estimates of the aggregate uninsured claims incurred using actuarial assumptions accepted in the insurance industry and the Company's
historical experience rates.

 Environmental Expenditures
and Remediation Liabilities

 Environmental expenditures
that relate to current or future operations and which improve operational capabilities are capitalized at the time of expenditure. Expenditures
that relate to an existing or prior condition caused by past operations, and do not contribute to current or future revenue generation,
are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably
estimated.

 Foreign Currency Translation

 The Company has representative
offices located in Tokyo, Japan; Seoul, South Korea; and Hong Kong. The primary activity of these offices is to assist customers with
product and order related issues. For these foreign offices, the local currency is the functional currency. Translation into U.S. dollars
is performed for assets and liabilities at the exchange rates as of the balance sheet date. Income and expense accounts are recorded at
average exchange rates for the period. Adjustments resulting from the translation are reflected as a separate component of other
comprehensive income.

 Income Taxes

 The provision for income taxes
is computed on a separate legal entity basis. Accordingly, as the Company is a limited liability company, the separate legal entity
does not provide for income taxes, as the results of operations are included in the taxable income of the individual members. However,
certain states impose privilege taxes on the apportioned taxable income or income related measurements of the Company. To the extent
that entities provide for income taxes, deferred tax assets and liabilities are recognized based on the differences between the financial
statement and tax basis of assets and liabilities at each balance sheet date using enacted tax rates expected to be in effect in the
year the differences are expected to reverse and are thus included in the consolidated financial statements of the Company. National
Carriers Inc. remains subject to examination of its income taxes for fiscal years 2024, 2023, 2022, 2021 and 2020.

 F- 31

 Fair Value of Financial
Instruments

 The carrying amounts of the
Company's financial instruments, including cash and cash equivalents, short-term trade and other receivables and payables, approximate
their fair values due to the short-term nature of the instruments. The carrying value of debt approximates its fair value at December
28, 2024 and December 30, 2023, as substantially all debt carries variable interest rates.

 Selling, General and Administrative
Costs

 Selling expenses consist primarily
of salaries, trade promotions, advertising, commissions and other marketing costs. General and administrative costs consist primarily
of general management, insurance and professional expenses. Selling, general and administrative costs consist of aggregated expenses
that generally apply to multiple locations.

 Shipping Costs

 Pass-through finished goods
delivery costs reimbursed by customers are reported in sales, while an offsetting expense is included in cost of sales.

 Advertising

 Advertising expenses are charged
to operations in the period incurred and were $21.8 million, $23.5 million and $25.7 million for the fiscal years ended December 28, 2024,
December 30, 2023 and December 31, 2022.

 Comprehensive Income

 Comprehensive income consists
of net income and foreign currency translation adjustments.

 Derivative Activities

 The Company uses futures contracts
in order to reduce exposure associated with entering into firm commitments to purchase live cattle at prices determined prior to the delivery
of the cattle as well as firm commitments to sell certain beef products at sales prices determined prior to shipment. In accordance with
ASC 815, Derivatives and Hedging, the Company accounts for futures contracts and their related firm purchase commitments at fair
value. Firm commitments for sales are treated as normal sales and therefore not marked to market. Certain firm commitments to purchase
cattle, are marked to market when a price has been agreed upon, otherwise they are treated as normal purchases and, therefore, not marked
to market. ASC 815 imposes extensive recordkeeping requirements in order to treat a derivative financial 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 is settled. 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.

 F- 32

 While management believes each
of these instruments help mitigate various market risks, they are not designated and accounted for as hedges under ASC 815. 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.

 The fair value of derivative
assets is recognized within Other current assets, while the fair value of derivative liabilities is recognized within Other accrued expenses
and liabilities.

 NOTE 3. REVENUE RECOGNITION

 The Company generates revenue
primarily from customers in the retail, foodservice, international, and other channels. Our revenues primarily result from contracts with
customers which are generally short term in nature with the delivery of product as the single performance obligation. We recognize revenue
from the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred
to our customer, which generally occurs upon shipment or delivery to a customer based on terms of the sale. In accordance with ASC 340
 Other Assets and Deferred Costs, an entity may elect a practical expedient that allows the entity to recognize the incremental
costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have
recognized is one year or less. Our contracts are generally less than one year, therefore we have elected this practical expedient and
have recognized costs paid to obtain contracts as expense when incurred. Additionally, items that are not material in the context of the
contract are recognized as expense. Any taxes collected on behalf of government authorities are excluded from net revenues.

 Revenue is measured by the
transaction price, which is defined as the amount of consideration we expect to receive in exchange for providing goods to customers.
The transaction price is adjusted for estimates of known or expected variable consideration, which includes consumer incentives, trade
promotions, product returns, and allowances, such as discounts, rebates, volume-based incentives, cooperative advertising, and other programs.
Variable consideration related to these programs is recorded as a reduction to revenue based on amounts we expect to pay. We base these
estimates on current performance, historical utilization, and projected redemption rates of each program. We review and update these estimates
regularly until the incentives or product returns are realized and the impact of any adjustments are recognized in the period the adjustments
are identified. In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most
customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short term
in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments
are due. Additionally, we do not grant payment financing terms greater than one year.

 Disaggregated Revenue

 The following table further
disaggregates our sales by major revenue stream for the fiscal years ended (in thousands):

 Beef, pork, & beef by-products

 $
 12,800,918

 $
 12,336,171

 $
 12,238,662

 Other

 243,273

 288,681

 299,729

 Intercompany

 (670,900
)

 (674,976
)

 (662,317
)

 Net Sales

 $
 12,373,291

 $
 11,949,876

 $
 11,876,074

 F- 33

 Contract Balances

 Nearly all of the Company's
contracts with its customers are short-term, defined as less than one year. The Company receives payment from customers based on terms
established with the customer. Payments are typically due within seven days of delivery. There are rarely contract assets related to costs
incurred to perform in advance of scheduled billings. The Company requires certain customers to pay in advance to avoid collection risk.
Revenue contract liabilities relate to payments received in advance of satisfying the performance under the customer contract and are
included in Other accrued expenses and liabilities in the consolidated balance sheets.

 Changes in the contract liability
balances during 2024 are as follows (in thousands):

 Change

 Contract liabilities

 $
 13,992

 $
 19,939

 $
 (5,497
)

 Changes in the contract liability balances during
2023 are as follows (in thousands):

 Change

 Contract liabilities

 $
 19,939

 $
 18,594

 $
 1,345

 Substantially all of the contract
liability as of December 30, 2023 was recognized in revenue during 2024. The Company expects to recognize substantially all of the current
year liability in 2025.

 NOTE 4. LEASES

 The Company reviews all agreements
entered into in order to determine if the contract contains a lease which will be accounted under ASC 842 Leases. Our portfolio
of leases primarily consists of machinery, equipment and railcars for our slaughter and fabrication facilities and tractors and trailers
for our wholly owned trucking subsidiary, National Carriers. In addition, we lease our corporate headquarters facility and various regional
offices.

 Many of our tractor and trailer
leases include a terminal rental adjustments clause ("TRAC"). Under these arrangements, at the end of the lease term and upon
the lessor's sale or disposition of the assets, if the amount received by the lessor is less than an amount predetermined and agreed
upon in the lease arrangement, or the TRAC value, the Company is liable to the Lessor and shall immediately pay to the Lessor the amount
of the deficiency as additional rental payments. The additional amount is typically limited to the TRAC value less a percentage of the
original fair value of the leased assets. The Company considers these potential incremental lease payments as residual value guarantees
and only includes the probable portion as lease payments upon lease commencement.

 The majority of our leases
include fixed rental payments. Certain of our lease agreements contain options or renewals that extend the lease term. Upon lease commencement,
we only reflect the payments related to options or renewals within the right of use asset and lease liability balances when the option
or renewals are reasonably certain to be exercised. The Company generally expects that it will renew lease agreements or enter new leases
as the existing leases expire.

 F- 34

 We have elected the practical
expedient to keep short-term leases (defined as less than 12 months without a purchase option that is likely to be exercised) off of our
balance sheet and the practical expedient to combine lease and non-lease components by class of underlying asset.

 When capitalizing right of
use assets and lease liabilities, the Company uses the rate implicit in the lease, if it is readily available, otherwise, we use or our
incremental borrowing rate.

 During our fiscal years ended December 28, 2024,
December 30, 2023, and December 31, 2022 we recognized rent expense associated with our leases as follows (in thousands):

 Operating lease cost:

 Fixed rent expense

 $
 29,120

 $
 30,030

 $
 26,865

 Variable rent expense

 –

 Finance lease cost:

 Amortization of ROU assets

 2,025

 2,254

 2,326

 Short-term lease cost

 15,329

 12,097

 4,642

 Net lease cost

 $
 46,628

 $
 44,651

 $
 34,214

 Lease cost – Cost of sales

 $
 43,238

 $
 41,220

 $
 29,772

 Lease cost – SG&A

 1,211

 1,796

 Lease cost – Depreciation & Amortization

 2,025

 2,254

 2,326

 Lease cost – Interest expense

 Net lease cost

 $
 46,628

 $
 44,651

 $
 34,214

 Amounts recognized as right-of-use
assets related to finance leases are included in Property, plant and equipment, at cost in the accompanying consolidated balance sheet,
while amounts related to finance lease liabilities are included in Current installments of long-term debt and Long-term debt. As of December
28, 2024, and December 30, 2023, right-of-use assets and lease liabilities related to finance leases were as follows (in thousands):

 Finance lease ROU assets

 $
 1,969

 $
 3,899

 Finance lease liabilities:

 Current installments of long-term debt

 2,228

 2,140

 Long-term debt

 2,389

 F- 35

 During the fiscal years ended
December 28, 2024, December 30, 2023, and December 31, 2022 we had the following cash and non-cash activities associated with our leases
(in thousands):

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases

 $
 30,574

 $
 28,702

 $
 28,605

 Operating cash flows from finance leases

 Financing cash flows from finance leases

 2,152

 1,889

 2,461

 Supplemental non-cash information

 Additions to ROU assets obtained from:

 New operating lease liabilities

 23,578

 41,400

 22,663

 New finance lease liabilities

 The future payments due under
operating and finance leases as of December 28, 2024 is as follows (in thousands):

 Operating

 Finance

 Due in:

 2024

 $
 23,975

 $
 2,228

 2025

 27,432

 2026

 16,937

 2027

 8,565

 –

 2028

 6,815

 –

 Thereafter

 9,285

 –

 Total

 93,009

 2,540

 Future interest

 (10,088
)

 (73
)

 Lease liabilities recognized

 $
 82,921

 $
 2,467

 As of December 28, 2024, the
weighted-average remaining lease term for all operating leases is 4.08 years, while the weighted-average remaining lease term for all
finance leases is 1.14 years. As of December 30, 2023, the weighted-average remaining lease term for all operating leases is 4.09 years,
while the weighted-average remaining lease term for all finance leases is 2.06 years.

 As of December 28, 2024, the
weighted-average discount rate associated with operating leases is 4.67%, while the weighted-average discount rate associated with finance
leases is 4.6%. As of December 30, 2023, the weighted-average discount rate associated with operating leases is 4.19%, while the weighted-average
discount rate associated with finance leases is 4.44%.

 F- 36

 NOTE 5. LONG-TERM DEBT AND LOAN AGREEMENTS

 The Company has entered into
various debt agreements to finance acquisitions and provide liquidity to operate the business on a going forward basis. As of December
28, 2024, and December 30, 2023, debt consisted of the following (in thousands):

 Short-term debt:

 Reducing revolver credit facility (a)

 $
 25,000

 $
 25,000

 Current portion of loan costs (c)

 (924
)

 (924
)

 Current portion of finance lease obligations

 2,228

 2,139

 26,304

 26,215

 Long-term debt:

 Reducing revolver credit facility (a)

 465,000

 485,000

 Industrial Development Revenue Bonds (b)

 2,000

 2,000

 Revolving credit facility (a)

 57,000

 162,856

 Long-term portion of loan costs (c)

 (2,453
)

 (3,377
)

 Long-term finance lease obligations

 2,389

 521,786

 648,868

 Total debt

 $
 548,090

 $
 675,083

 ___________________________________

 (a) Senior Credit Facilities - In September
2023, the Company amended its Fourth Amended and Restated Credit Agreement (Debt Agreement). The Debt Agreement matures in September 2028.
The Debt Agreement includes a $775.0 million reducing revolver loan and a $350.0 million revolving credit facility. The reducing revolver
loan commitment decreases by $25.0 million on each annual anniversary of the Debt Agreement. The Debt Agreement is secured by a first
priority lien on substantially all of the assets of the Company and its subsidiaries and includes customary covenants including a financial
covenant that requires the Company to maintain a minimum tangible net worth; at December 28, 2024, the Company was in compliance with
the financial covenant.

 At December 28, 2024, the
Company's outstanding debt balance under the Debt Agreement was $547.0 million. The reducing revolving loan and the revolving credit
facility bear interest at the Base Rate or the SOFR Rate (as defined in the Debt Agreement), plus a margin ranging from 0.50% to 2.75%
depending upon certain financial ratios and the rate selected. As of December 28, 2024 the interest rate on the reducing revolver
credit facility and the revolving credit facility was 6.75% and 6.80%, respectively.

 Borrowings under the
reducing revolver loan and the revolving credit facility are available for the Company's working capital requirements, capital
expenditures and other general corporate purposes. Unused capacity under the revolving credit facility can also be used to issue
letters of credit. There were letters of credit aggregating $2.2 million outstanding at December 28, 2024. Amounts available
under the revolving credit facility are subject to a borrowing base calculation primarily comprised of receivable and inventory
balances; amounts available under the reducing revolver facility are constrained only by the annual reduction in the commitment
amount. On December 28, 2024, after deducting outstanding amounts and issued letters of credit, $240.5 million of the unused
revolving credit facility and $260.0 million of the reducing revolver commitment was available to the Company.

 F- 37

 (b) Industrial Development Revenue Bonds - Effective December 30, 2004, the Company entered into a transaction with the City
of Dodge City, Kansas, designed to provide property tax savings. Under the transaction, the City purchased the Company's Dodge
City facility, or the facility, by issuing $102.3 million in bonds due in December 2019, used the proceeds to purchase the facility
and leased the facility to the Company for an identical term under a capital lease. The Company purchased the City's bonds with proceeds
of its term loan under the Debt Agreement. Because the City has assigned the lease to the bond trustee for the benefit of the Company
as the sole bondholder, the Company, effectively controls enforcement of the lease against itself. As a result of the capital lease
treatment, the facility remains a component of property, plant and equipment in the Company's consolidated balance sheets.
As a result of the legal right of offset, the capital lease obligation and the corresponding bond investments have been eliminated in
consolidation. The transaction provides the Company with property tax exemptions for the leased facility, that, after netting payments
to the City and local school district under payment in lieu of tax agreements, result in an annual property tax savings of approximately
25%. The facility remains subject to a prior mortgage and security interest in favor of the lenders under the Debt Agreement.
Additional revenue bonds may be issued to cover the costs of certain improvements to this facility. The total amount of revenue
bonds authorized for issuance is $120.0 million. During 2019 the Company extended the basic term of the bonds based on the original agreement
and exercised its right to purchase the project. The purchase closed in 2020.

 The cities of Liberal and
Dodge City, Kansas issued an aggregate of $13.9 million of industrial development revenue bonds on the Company's behalf to
fund the purchase of equipment and construction improvements at the Company's facilities in those cities. These bonds were
issued in four series of $1.0 million, $1.0 million, $6.0 million and $5.9 million. Of the four series of bonds, only the $1.0
million and $1.0 million due on demand or on February 1, 2029 and March 1, 2027, respectively, remain outstanding. The
bonds issued in 1999 and 2000 are variable rate demand obligations that bear interest at a rate that is adjusted weekly, which rate
will not exceed 10% per annum. The Company has the option to redeem a series of bonds at any time for an amount equal to the
principal plus accrued interest to the date of such redemption. The holders of the bonds have the option to tender the bonds upon
seven days' notice for an amount equal to par plus accrued interest. To the extent that the remarketing agent for the bonds is
unable to resell any of the bonds that are tendered, the remarketing agent could use the letter of credit to fund such tender.
Because each series of bonds is backed by a letter of credit under our Debt Agreement, these due-on-demand bonds have been presented
as non-current obligations until twelve months prior to their maturity.

 On December 17,
2010, NBL entered into various agreements with the city of St. Joseph, Missouri, designed to provide the Company property tax
savings. Under the transaction, the city of St. Joseph issued $12.7 million in bonds due in December 2022, used the
proceeds to purchase the equipment within the Leathers facility and subsequently leased the equipment back to us for an identical
term under a capital lease. The Company purchased the City's bonds with proceeds of our term loan under the Debt Agreement. Because
the city of St. Joseph has assigned the lease to the bond trustee for our benefit as the sole bondholder, the Company, effectively
controls enforcement of the lease against ourselves. As a result of the capital lease treatment, the equipment remains a
component of property, plant and equipment in the Company's consolidated balance sheets. As a result of the legal right
of offset, the capital lease obligation and the corresponding bond investments have been eliminated in consolidation.

 Effective April 3, 2020,
the Company entered a transaction with the City of Liberal, Kansas, designed to provide property tax savings. Under the transaction, the
City purchased certain assets of the Company's Liberal, Kansas facility (the facility) by issuing federally taxable industrial revenue
bonds in an amount not to exceed $65.0 million with a stated maturity of December 31, 2032. The City then leased the assets to the Company
under a capital lease with a basic term expiring when any and all principal, redemption premium, and interest on said bonds are redeemed
and paid in full. The Company purchased the City's bonds with proceeds of its loans under the Debt Agreement. Because the City has
assigned the lease to the bond trustee for the benefit of the Company as the sole bondholder, the Company, effectively controls enforcement
of the lease against itself. As a result of the capital lease treatment, the facility remains a component of property, plant and equipment
in the Company's consolidated balance sheets. As a result of the legal right of offset, the capital lease obligation and the corresponding
bond investments have been eliminated in consolidation. The facility remains subject to a prior mortgage and security interest in favor
of the lenders under the Debt Agreement. The total amount of revenue bonds authorized for issuance is $65.0 million.

 F- 38

 (c) Debt issuance costs
 - In conjunction with the 2023 Debt Amendment, the Company paid financing charges of approximately $2.12 million which are being
amortized over the life of the loan along with any unamortized loan charges from previous amendments.

 Amortization of $0.9 million,
$0.9 million and $0.8 million was charged to interest expense during the fiscal years ended December 28, 2024, December 30, 2023 and December
31, 2022, respectively.

 The aggregate minimum principal
maturities of the long-term debt for each of the five fiscal years and thereafter following December 28, 2024, are as follows (in thousands):

 Minimum
 Principal
 Maturities

 Fiscal year ending December:

 2025

 $
 27,228

 2026

 2027

 1,011

 2028

 522,000

 2029

 1,000

 Thereafter

 –

 Total minimum principal maturities

 551,467

 Total unamortized loan costs

 (3,377
)

 Total debt

 $
 548,090

 NOTE 6. RETIREMENT PLANS

 The Company maintains tax-qualified
employee savings and retirement plans, or the 401(k) Plans, covering certain of the Company's employees. Pursuant to the 401(k) Plans,
eligible employees may elect to reduce their current compensation by up to the lesser of 75% of their annual compensation or the statutorily
prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plans. The 401(k) Plans provide for
additional matching contributions by the Company, based on specific terms contained in the 401(k) Plans. The trustees of the 401(k) Plans,
at the direction of each participant, invest the assets of the 401(k) Plan in designated investment options. The 401(k) Plans
are intended to qualify under Section 401 of the Internal Revenue Code. Expenses related to the 401(k) Plans matching contributions
totaled approximately $6.1 million, $5.0 million and $4.4 million for the fiscal years 2024, 2023 and 2022, respectively.

 During 2017, the Company bargained
with the United Food and Commercial Workers International Union (UFCW) Local 2 for a complete withdrawal from a UFCW sponsored retirement
plan in which certain of our employees participate (the "UFCW Plan"). As a result, the Company is required to make withdrawal
payments into the fund over a 20-year period. The Company recorded expenses related to the UFCW Plan withdrawal of approximately $18.6
million which was included in Cost of sales during 2017. Payments into the UFCW Plan began during 2018. The current portion of the withdrawal
liability is approximately $0.9 million and is included in Other accrued expenses and liabilities on the consolidated balance sheets.
The long-term portion of the withdrawal liability is approximately $13.1 million and $14.0 million as of December 28, 2024 and December
30, 2023 and is included in Other liabilities on the consolidated balance sheets.

 F- 39

 NOTE 7. INCOME TAXES

 Income tax expense includes the following current
and deferred provisions (in thousands):

 52 weeks ended December 28, 2024

 Current provision:

 Federal

 $
 (778
)

 $
 1,288

 $
 2,095

 State

 (426
)

 1,430

 2,166

 Foreign

 Total current tax expense

 (1,122
)

 2,735

 4,388

 Deferred provision:

 Federal

 (37
)

 State

 (6
)

 Foreign

 –

 –

 –

 Total deferred tax expense

 (43
)

 Total income tax expense

 $
 (797
)

 $
 2,692

 $
 4,885

 NOTE 8. RELATED PARTY TRANSACTIONS

 The Company entered into various
transactions with various Marfrig affiliates, and a company affiliated with NBPCo Holdings, which holds an ownership interest in the Company,
in the ordinary course of business.

 During fiscal years 2024, 2023
and 2022, the Company had sales and purchases with the following related parties (in thousands):

 52 weeks ended December 28, 2024

 Sales to:

 Empirical Foods, Inc. (1)

 $
 90,489

 $
 105,555

 $
 129,732

 MF Foods USA, LLC (2)

 1,539

 1,634

 1,869

 Total sales to affiliate

 $
 92,028

 $
 107,189

 $
 131,601

 Purchases from:

 Empirical Foods, Inc. (1)

 $
 13,688

 $
 11,923

 $
 9,664

 Marfrig affiliates (3)

 55,644

 44,553

 72,619

 Total purchases from affiliate

 $
 69,332

 $
 56,476

 $
 82,283

 __________________________________

 (1)
 Empirical Foods, Inc. (Empirical) is an affiliate of NBPCo Holdings, formerly Beef Products, Inc. (BPI)

 (2)
 MF Foods USA, LLC is a wholly owned subsidiary of Marfrig

 (3)
 Marfrig affiliates include Weston Importers, LTD, Establecimientos Colonia, Frigorifico Tacuarem, Inaler SA, and Frigorifico LaCaballada

 F- 40

 In January 2007, we entered
into an agreement with Empirical for Empirical to manufacture and install a grinding system in one of our plants. In accordance
with the agreement with Empirical, we are to pay Empirical a technology and support fee based on the number of pounds of product produced
using the grinding system. The installation of the grinding system was completed in fiscal year 2008. We paid approximately
$1.3 million during 2024, $1.4 million during 2023 and $1.5 million during fiscal year 2022 to Empirical in technology and support fees.

 We are party to a
long-term cattle supply agreement with U.S. Premium Beef, LLC (US Premium Beef), a minority owner of the Company. Under this
agreement we have agreed to purchase from the members of US Premium Beef, and US Premium Beef has agreed to cause its members to
deliver, 735,385 head of cattle each year (subject to adjustment) at prices based on those published by the U.S. Department of
Agriculture, subject to adjustments for cattle performance. We obtained approximately 25% of our cattle requirements under this
agreement during each of the fiscal years 2024, 2023 and 2022.

 NOTE 9. DISCLOSURE ABOUT DERIVATIVE INSTRUMENTS

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

 Forward purchase contracts for cattle for use in our beef plants

 Exchange traded futures contracts for cattle

 Exchange traded futures contracts for agricultural products

 While management believes each
of these instruments help 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 purchased in the normal course of business and are treated as
normal purchases and sales and not recorded at fair value.

 The Company enters into certain
commodity derivatives, primarily with a diversified group of 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
December 28, 2024 and December 30, 2023. The exchange-traded contracts have been entered into under a master netting agreement.
None of the derivatives entered into have credit-related contingent features.

 The following table presents
the fair values regarding derivative instruments not designated as hedging instruments as of December 28, 2024 and December 30, 2023 (in
thousands):

 Derivative Asset
 As of December 28, 2024

 Derivative Liability
 As of December 28, 2024

 Balance Sheet
 Location

 Fair Value

 Balance Sheet
 Location

 Fair Value

 Commodity contracts

 Other current assets

 $

 $

 Totals

 $

 $

 F- 41

 Derivative Asset
 As of December 30, 2023

 Derivative Liability
 As of December 30, 2023

 Balance Sheet
 Location

 Fair Value

 Balance Sheet
 Location

 Fair Value

 Commodity contracts

 Other current assets

 $
 2,186

 $
 2,679

 Totals

 $
 2,186

 $
 2,679

 The following table presents
the unrealized and realized gains (losses) on derivative contracts as reflected in the consolidated statement of operations for the fiscal
years ended December 28, 2024, December 30, 2023 and December 31, 2022 (in thousands):

 Amount of Gain or (Loss) Recognized
 in Income on Derivatives

 Derivatives Not Designated

 as Hedging Instruments

 Location of Gain or (Loss) Recognized in Income on Derivatives

 Fiscal Year Ended December 28, 2024

 Fiscal Year Ended December 30, 2023

 Fiscal Year Ended December 31, 2022

 Commodity contracts

 $
 10,029

 $
 15,067

 $
 7,832

 Commodity contracts

 1,417

 (1,694
)

 Totals

 $
 11,446

 $
 13,373

 $
 8,437

 NOTE 10. LEGAL PROCEEDINGS AND CONTINGENCIES

 The Company is a defendant
in (i) five putative class action lawsuits in the United States District Court for the District of Minnesota alleging that the Company
violated some combination of the Sherman Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state
laws; and (ii) putative class action antitrust lawsuits in the Supreme Court of British Columbia and the Superior Court of Quebec for
the District of Montreal, alleging that it violated the Canadian Competition Act and various provincial laws (the "Beef Antitrust
Cases"). The Beef Antitrust Cases are entitled In re Cattle Antitrust Litigation, which was filed originally on April
23, 2019, Peterson et al. v. JBS USA Food Company Holdings, et al., which was filed originally on April 26, 2019; In re DPP
Beef Litigation, which was filed originally on April 26, 2019; Erbert & Gerbert's, Inc. v. JBS USA Food Company Holdings,
et al., which was filed originally on June 18, 2020; Specht v. Tyson Foods, Inc., et al., which was filed originally on October
31, 2022; Giang Bui v. Cargill, Incorporated, et al., which was filed originally on February 18, 2022; and Sylvie De Bellefeuille
v. Cargill, Inc. et al., which was filed originally on March 24, 2022. Since the original
class action complaints were filed, thirty-one (31) purchasers of beef products have opted to file individual complaints and to proceed
with direct actions making similar claims, and others may do so in the future. The plaintiffs in the Beef Antitrust Cases generally
seek treble damages and other relief under the Sherman Antitrust Act and various state antitrust or consumer protection laws or general
damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest and other damages under the Canadian Competition
Act and various provincial laws. Some of the Beef Antitrust Cases also allege that the Company violated the Packers & Stockyards Act
and the Commodities Exchange Act. In addition to the Beef Antitrust Cases, the Company is subject to investigations by the United
States Department of Justice (the "DOJ") and approximately 30 state attorneys general regarding fed cattle and beef packing
markets. The Company has responded to the federal and state requests for information and cooperated with the investigations. The
Company believes it has meritorious defenses to the claims in the Beef Antitrust Cases and any potential claims that might arise out of
these government investigations and intends to defend these matters vigorously. There can be no
assurances, however, as to the outcome of the cases or the impact on NBP's consolidated financial position, results of operation
or cash flows.

 F- 42

 The Company is a defendant
in a putative class action lawsuit entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District
Court for the District of Colorado on November 1, 2022. The defendants filed motions to dismiss, which the court denied except as to the
Company's subsidiary, Iowa Premium. The plaintiffs filed an amended complaint on January 12, 2024. The amended complaint alleges
 that the defendants directly and through industry wage surveys and a benchmarking service (i) fixed
wages and benefits, and (ii) exchanged information regarding compensation and benefits in an effort to depress and stabilize wages and
benefits in violation of federal antitrust laws (the "Wage Rate Case"). The plaintiffs seek, among other things, treble monetary
damages, pre- and post-judgment interest, declaratory and injunctive relief and the costs of the suit (including attorney fees). Although
the Company believes it has meritorious defenses to the claims in the Wage Rate Case, the Company has negotiated a settlement with
the plaintiffs in the Wage Rate Case and accrued for the estimated settlement amount in Other accrued expenses and liabilities within
the December 28, 2024 consolidated balance sheets. The District Court granted a motion to preliminarily approve the settlement for approximately
$14.2 million on January 15, 2025.

 The Company is a party to
various 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.

 NOTE 11. SUBSEQUENT EVENTS

 The Company evaluated subsequent
events and transactions for potential recognition or disclosure in the consolidated financial statements through February 21, 2025, the
date the consolidated financial statements were available for issuance.

 F- 43