##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q/A



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(Mark one)



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



For the quarterly period ended February 28, 2004



or



| ̈ | 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 333-111407



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NATIONAL BEEF PACKING COMPANY, LLC

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|DELAWARE                                                      |  | 48-1129505                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. employeridentification number)



12200 North
Ambassador Drive

Kansas City, MO 64163

(Address of principal executive offices)



Telephone: (800) 449-2333

(Registrants telephone number, including area code)



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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  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



There is no market for the Registrants equity. As of April 13, 2004,
there were 121,849,626 Class A units and 18,810,045 Class B units outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|         |  |                                                                                        |  |         
|-------- |  | -------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                        |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION                                                                  |  |         
|         |  |                                                                                       
|Item 1.  |  | Financial Statements.                                                                  |  | 1       
|         |  |                                                                                       
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations. |  | 11      
|         |  |                                                                                       
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk.                            |  | 20      
|         |  |                                                                                       
|Item 4.  |  | Controls and Procedures.                                                               |  | 22      
|         |  |                                                                                       
|PART II. |  | OTHER INFORMATION                                                                      |  |         
|         |  |                                                                                       
|Item 1.  |  | Legal Proceedings.                                                                     |  | 23      
|         |  |                                                                                       
|Item 2.  |  | Changes in Securities and Use of Proceeds.                                             |  | 23      
|         |  |                                                                                       
|Item 3.  |  | Defaults Upon Senior Securities.                                                       |  | 23      
|         |  |                                                                                       
|Item 4.  |  | Submission of Matters to a Vote of Security Holders.                                   |  | 23      
|         |  |                                                                                       
|Item 5.  |  | Other Information.                                                                     |  | 23      
|         |  |                                                                                       
|Item 6.  |  | Exhibits and Reports on Form 8-K.                                                      |  | 23      
|         |  |                                                                                       
|         |  | Signatures.                                                                            |  | 24      



Unless the context indicates or
otherwise requires, the terms National Beef, NBP, the Company, we, our, and us refer to National Beef Packing Company, LLC and its consolidated subsidiaries.



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##### Table of Contents

EXPLANATORY NOTE



The sole purpose of this amendment is to correct the amounts representing Cash paid during the period for interest and
Cash paid during the period for taxes for the 26 weeks ended February 28, 2004 on the Companys Consolidated Statement of Cash Flows contained in Part I, Item 1 of Form 10-Q for the quarter ended February 28, 2004 (the
Original Form 10-Q). Pursuant to SEC regulations, this Form 10-Q/A amends and restates in its entirety Part I, Item 1 and Part II, Item 6 of the Original Form 10-Q. All other information contained in the Original Form 10-Q remains
unchanged.





PART I. FINANCIAL INFORMATION



Item 1. Financial Statements.



1



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##### Table of Contents

NATIONAL BEEF PACKING COMPANY, LLC

AND SUBSIDIARIES



Consolidated Balance Sheets



|                                                                                                                 |  |                 |             |   |                             |   |            
|---------------------------------------------------------------------------------------------------------------- |  | --------------- | ----------- | - | --------------------------- | - | -----------
|                                                                                                                 |  | August 30, 2003 |             |   | February 28,2004(unaudited)
|Assets                                                                                                           |  |                 |             |   |                             |   |            
|Current assets:                                                                                                  |  |                 |             |   |                             |   |            
|Cash and cash equivalents                                                                                        |  | $               | 31,303,596  |   |                             | $ | 23,550,393 
|Accounts receivable, less allowance for returns and doubtful accounts of $5,133,549 and $6,244,635, respectively |  |                 | 155,857,812 |   |                             |   | 143,166,506
|Due from affiliates                                                                                              |  |                 | 732,680     |   |                             |   | 1,624,497  
|Other receivables                                                                                                |  |                 | 4,143,097   |   |                             |   | 3,540,327  
|Inventories                                                                                                      |  |                 | 77,586,641  |   |                             |   | 73,485,608 
|Deposits                                                                                                         |  |                 | 20,768,031  |   |                             |   | 20,755,639 
|Other current assets                                                                                             |  |                 | 9,932,335   |   |                             |   | 10,811,524 
|                                                                                                                 |  |                 |             |   |                             |   |            
|Total current assets                                                                                             |  |                 | 300,324,192 |   |                             |   | 276,934,494
|                                                                                                                 |  |                 |             |   |                             |   |            
|Property, plant and equipment, at cost                                                                           |  |                 | 212,272,151 |   |                             |   | 226,425,905
|Less accumulated depreciation                                                                                    |  |                 | 1,751,382   |   |                             |   | 12,206,707 
|                                                                                                                 |  |                 |             |   |                             |   |            
|Net property, plant, and equipment                                                                               |  |                 | 210,520,769 |   |                             |   | 214,219,198
|                                                                                                                 |  |                 |             |   |                             |   |            
|Goodwill                                                                                                         |  |                 | 78,857,899  |   |                             |   | 78,857,899 
|Other intangibles, net of accumulated amortization of $195,956 and $915,142, respectively                        |  |                 | 31,565,221  |   |                             |   | 30,846,035 
|Other assets                                                                                                     |  |                 | 8,553,150   |   |                             |   | 8,026,868  
|                                                                                                                 |  |                 |             |   |                             |   |            
|                                                                                                                 |  | $               | 629,821,231 |   |                             | $ | 608,884,494
|                                                                                                                 |  |                 |             |   |                             |   |            
|Liabilities and Partners/Members Capital                                                                       |  |                 |             |   |                             |   |            
|Current liabilities:                                                                                             |  |                 |             |   |                             |   |            
|Current installments of long-term debt                                                                           |  | $               | 6,608,308   |   |                             | $ | 7,962,745  
|Cattle purchases payable                                                                                         |  |                 | 48,416,079  |   |                             |   | 42,498,307 
|Accounts payable  trade                                                                                         |  |                 | 36,925,299  |   |                             |   | 34,761,022 
|Due to affiliates                                                                                                |  |                 | 382,910     |   |                             |   | 638,616    
|Accrued compensation and benefits                                                                                |  |                 | 21,025,738  |   |                             |   | 8,130,957  
|Accrued insurance                                                                                                |  |                 | 16,638,665  |   |                             |   | 13,666,750 
|Other accrued expenses and liabilities                                                                           |  |                 | 15,308,835  |   |                             |   | 13,564,762 
|Distributions payable                                                                                            |  |                 | 22,386,230  |   |                             |   | 1,653,853  
|                                                                                                                 |  |                 |             |   |                             |   |            
|Total current liabilities                                                                                        |  |                 | 167,692,064 |   |                             |   | 122,877,012
|                                                                                                                 |  |                 |             |   |                             |   |            
|Long-term debt, excluding current installments                                                                   |  |                 | 305,480,147 |   |                             |   | 321,391,859
|Other liabilities                                                                                                |  |                 | 3,310,793   |   |                             |   | 2,759,501  
|                                                                                                                 |  |                 |             |   |                             |   |            
|Total liabilities                                                                                                |  |                 | 476,483,004 |   |                             |   | 447,028,372
|                                                                                                                 |  |                 |             |   |                             |   |            
|Minority interest                                                                                                |  |                 | 418,761     |   |                             |   | 517,124    
|Capital subject to redemption                                                                                    |  |                 | 53,623,704  |   |                             |   | 57,483,625 
|Partners/Members capital:                                                                                      |  |                 |             |   |                             |   |            
|Partners/Members capital                                                                                       |  |                 | 99,296,998  |   |                             |   | 103,847,450
|Accumulated other comprehensive income (loss)                                                                    |  |                 | (1,236      | ) |                             |   | 7,923      
|                                                                                                                 |  |                 |             |   |                             |   |            
|Total Partners/Members capital                                                                                 |  |                 | 99,295,762  |   |                             |   | 103,855,373
|Commitments and contingencies                                                                                    |  |                 |            |   |                             |   |           
|                                                                                                                 |  |                 |             |   |                             |   |            
|                                                                                                                 |  | $               | 629,821,231 |   |                             | $ | 608,884,494
|                                                                                                                 |  |                 |             |   |                             |   |            



See accompanying notes to consolidated
financial statements.



2



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NATIONAL BEEF PACKING COMPANY, LLC

AND SUBSIDIARIES



Consolidated Statement of Operations



|                                                                  |  |                                                            |             |   |                                                  |   |             |  
|----------------------------------------------------------------- |  | ---------------------------------------------------------- | ----------- | - | ------------------------------------------------ | - | ----------- | -
|                                                                  |  | Predecessor Entity                                         |             |   | Successor Entity                                 |  
|                                                                  |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |             |   | National BeefPacking Company,LLC andSubsidiaries |  
|                                                                  |  | 12 weeks ended February 22, 2003 (unaudited)               |             |   | 13 weeks ended February 28, 2004(unaudited)      |  
|Net sales                                                         |  | $                                                          | 824,744,553 |   |                                                  | $ | 932,035,871 |  
|Costs and expenses:                                               |  |                                                            |             |   |                                                  |   |             |  
|Cost of sales                                                     |  |                                                            | 807,168,333 |   |                                                  |   | 913,438,979 |  
|Selling, general, and administrative                              |  |                                                            | 5,352,235   |   |                                                  |   | 6,555,546   |  
|Depreciation and amortization                                     |  |                                                            | 4,302,272   |   |                                                  |   | 4,963,771   |  
|                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Total costs and expenses                                          |  |                                                            | 816,822,840 |   |                                                  |   | 924,958,296 |  
|                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Operating income                                                  |  |                                                            | 7,921,713   |   |                                                  |   | 7,077,575   |  
|Other income (expense):                                           |  |                                                            |             |   |                                                  |   |             |  
|Interest income                                                   |  |                                                            | 128,867     |   |                                                  |   | 162,713     |  
|Interest expense                                                  |  |                                                            | (1,256,639  | ) |                                                  |   | (5,949,729  | )
|Minority owners interest in net income of Kansas City Steak, LLC |  |                                                            | (89,980     | ) |                                                  |   | (189,889    | )
|Equity in loss of aLF Ventures, LLC                               |  |                                                            | (483,631    | ) |                                                  |   | (195,219    | )
|Other, net                                                        |  |                                                            | 2,400,711   |   |                                                  |   | 1,436,464   |  
|                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Income before taxes                                               |  |                                                            | 8,621,041   |   |                                                  |   | 2,341,915   |  
|Income tax expense                                                |  |                                                            | (6,602      | ) |                                                  |   | (549,376    | )
|                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Net income                                                        |  | $                                                          | 8,614,439   |   |                                                  | $ | 1,792,539   |  
|                                                                  |  |                                                            |             |   |                                                  |   |             |  



See accompanying notes to consolidated
financial statements.



3



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NATIONAL BEEF PACKING COMPANY, LLC

AND SUBSIDIARIES



Consolidated Statement of Operations



|                                                                  |  |                                                            |               |   |                                                  |   |               |  
|----------------------------------------------------------------- |  | ---------------------------------------------------------- | ------------- | - | ------------------------------------------------ | - | ------------- | -
|                                                                  |  | Predecessor Entity                                         |               |   | Successor Entity                                 |  
|                                                                  |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |               |   | National BeefPacking Company,LLC andSubsidiaries |  
|                                                                  |  | 25 weeks ended February 22, 2003 (unaudited)               |               |   | 26 weeks ended February 28, 2004(unaudited)      |  
|Net sales                                                         |  | $                                                          | 1,643,981,199 |   |                                                  | $ | 1,990,342,025 |  
|Costs and expenses:                                               |  |                                                            |               |   |                                                  |   |               |  
|Cost of sales                                                     |  |                                                            | 1,598,815,078 |   |                                                  |   | 1,933,450,099 |  
|Selling, general, and administrative                              |  |                                                            | 10,964,616    |   |                                                  |   | 12,747,565    |  
|Depreciation and amortization                                     |  |                                                            | 8,953,469     |   |                                                  |   | 11,620,373    |  
|                                                                  |  |                                                            |               |   |                                                  |   |               |  
|Total costs and expenses                                          |  |                                                            | 1,618,733,163 |   |                                                  |   | 1,957,818,037 |  
|                                                                  |  |                                                            |               |   |                                                  |   |               |  
|Operating income                                                  |  |                                                            | 25,248,036    |   |                                                  |   | 32,523,988    |  
|Other income (expense):                                           |  |                                                            |               |   |                                                  |   |               |  
|Interest income                                                   |  |                                                            | 321,097       |   |                                                  |   | 318,552       |  
|Interest expense                                                  |  |                                                            | (2,636,747    | ) |                                                  |   | (12,193,954   | )
|Minority owners interest in net income of Kansas City Steak, LLC |  |                                                            | (101,345      | ) |                                                  |   | (198,084      | )
|Equity in loss of aLF Ventures, LLC                               |  |                                                            | (725,980      | ) |                                                  |   | (506,496      | )
|Other, net                                                        |  |                                                            | 2,620,040     |   |                                                  |   | 1,790,126     |  
|                                                                  |  |                                                            |               |   |                                                  |   |               |  
|Income before taxes                                               |  |                                                            | 24,725,101    |   |                                                  |   | 21,734,132    |  
|Income tax expense                                                |  |                                                            | (12,069       | ) |                                                  |   | (898,400      | )
|                                                                  |  |                                                            |               |   |                                                  |   |               |  
|Net income                                                        |  | $                                                          | 24,713,032    |   |                                                  | $ | 20,835,732    |  
|                                                                  |  |                                                            |               |   |                                                  |   |               |  



See accompanying notes to consolidated
financial statements.



4



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##### Table of Contents

NATIONAL BEEF PACKING COMPANY, LLC

AND SUBSIDIARIES



Consolidated Statement of Cash Flows



|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------------------------- | ----------- | - | ------------------------------------------------ | - | ----------- | -
|                                                                                  |  | Predecessor Entity                                         |             |   | Successor Entity                                 |  
|                                                                                  |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |             |   | National BeefPacking Company,LLC andSubsidiaries |  
|                                                                                  |  | 25 weeks ended February 22, 2003 (unaudited)               |             |   | 26 weeks ended February 28, 2004(unaudited)      |  
|Cash flows from operating activities:                                             |  |                                                            |             |   |                                                  |   |             |  
|Net income                                                                        |  | $                                                          | 24,713,032  |   |                                                  | $ | 20,835,731  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                                            |             |   |                                                  |   |             |  
|Depreciation and amortization                                                     |  |                                                            | 8,953,469   |   |                                                  |   | 11,620,373  |  
|Loss on disposal of property, plant, and equipment                                |  |                                                            | 2,554       |   |                                                  |   | 32,508      |  
|Minority interest                                                                 |  |                                                            | 101,345     |   |                                                  |   | 98,363      |  
|Change in assets and liabilities:                                                 |  |                                                            |             |   |                                                  |   |             |  
|Accounts receivable                                                               |  |                                                            | (15,177,236 | ) |                                                  |   | 12,691,306  |  
|Due from affiliates                                                               |  |                                                            | 12,536      |   |                                                  |   | (891,817    | )
|Other receivables                                                                 |  |                                                            | 176,326     |   |                                                  |   | 602,771     |  
|Inventories                                                                       |  |                                                            | (5,029,231  | ) |                                                  |   | 4,101,034   |  
|Deposits                                                                          |  |                                                            | (590,612    | ) |                                                  |   | 12,392      |  
|Other assets                                                                      |  |                                                            | (2,096,431  | ) |                                                  |   | (352,908    | )
|Accounts payable                                                                  |  |                                                            | 4,549,640   |   |                                                  |   | (2,164,277  | )
|Due to affiliates                                                                 |  |                                                            | (2,521,459  | ) |                                                  |   | 255,706     |  
|Accrued compensation and benefits                                                 |  |                                                            | (9,381,823  | ) |                                                  |   | (12,894,781 | )
|Accrued insurance                                                                 |  |                                                            | 3,004,519   |   |                                                  |   | (2,971,915  | )
|Accrued expenses and liabilities                                                  |  |                                                            | 3,359,875   |   |                                                  |   | (2,295,364  | )
|Cattle purchases payable                                                          |  |                                                            | 598,813     |   |                                                  |   | (5,917,772  | )
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Net cash provided by operating activities                                         |  | $                                                          | 10,675,337  |   |                                                  | $ | 22,761,350  |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Cash flows from investing activities:                                             |  |                                                            |             |   |                                                  |   |             |  
|Capital expenditures, including interest capitalized                              |  |                                                            | (15,034,308 | ) |                                                  |   | (15,151,587 | )
|Proceeds from sale of property, plant, and equipment                              |  |                                                            | 280,120     |   |                                                  |   | 519,459     |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Net cash used in investing activities                                             |  | $                                                          | (14,754,188 | ) |                                                  | $ | (14,632,128 | )
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Cash flows from financing activities:                                             |  |                                                            |             |   |                                                  |   |             |  
|Net receipts under revolving credit lines and note payable                        |  |                                                            | 21,305,784  |   |                                                  |   | 17,266,151  |  
|Partnership distributions                                                         |  |                                                            | (20,094,880 | ) |                                                  |   |            |  
|Member distributions                                                              |  |                                                            |            |   |                                                  |   | (33,157,735 | )
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Net cash provided/(used) in financing activities                                  |  | $                                                          | 1,210,904   |   |                                                  | $ | (15,891,584 | )
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Effect of exchange rate changes on cash                                           |  |                                                            | 2,233       |   |                                                  |   | 9,159       |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Net decrease in cash                                                              |  |                                                            | (2,865,714  | ) |                                                  |   | (7,753,203  | )
|Cash and cash equivalents at beginning of period                                  |  |                                                            | 30,746,504  |   |                                                  |   | 31,303,596  |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Cash and cash equivalents at end of period                                        |  | $                                                          | 27,880,790  |   |                                                  | $ | 23,550,393  |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Cash paid during the period for interest                                          |  | $                                                          | 2,543,995   |   |                                                  | $ | 11,143,081  |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  
|Cash paid during the period for taxes                                             |  | $                                                          | 12,069      |   |                                                  | $ | 368,745     |  
|                                                                                  |  |                                                            |             |   |                                                  |   |             |  



See accompanying notes to consolidated
financial statements.



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##### Table of Contents

NATIONAL BEEF PACKING COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) Interim Financial Statements



Basis of Presentation



The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (GAAP) for interim financial information; therefore, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and Notes to Consolidated Financial Statements for the year ended August 30, 2003 on file with the Securities and Exchange
Commission (SEC) in the prospectus filed on April 2, 2004 pursuant to Rule 424(b)(3). The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.



As described in Note 3 to the Consolidated Financial Statements for the
fiscal year-ended August 30, 2003, effective August 7, 2003, U.S. Premium Beef, Ltd. acquired a controlling interest in Farmland National Beef Packing Company, L.P. (FNBPC or Predecessor) and formed National Beef Packing
Company, LLC (NBP or Successor) in a transaction accounted for as a purchase (the Transaction). As a result of the Transaction, the consolidated financial information for the thirteen and twenty-six weeks ended
February 28, 2004 (Successor Period) is presented on a new basis of accounting and is, therefore, not comparable to the consolidated financial information for the twelve and twenty-five week periods ended February 22, 2003 (Predecessor Period).



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



(2) Inventories



Inventories at August 30, 2003 and February 28, 2004 consisted of the following (in thousands):



|                       |  |                 |        |                   |   |       
|---------------------- |  | --------------- | ------ | ----------------- | - | ------
|                       |  | August 30, 2003 |        | February 28, 2004
|Dressed and boxed beef |  | $               | 60,781 |                   | $ | 54,420
|Beef by-products       |  |                 | 8,738  |                   |   | 9,965 
|Supplies               |  |                 | 8,068  |                   |   | 9,101 
|                       |  |                 |        |                   |   |       
|Total inventory        |  | $               | 77,587 |                   | $ | 73,486
|                       |  |                 |        |                   |   |       



(3) Acquisition of National
Carriers, Inc.



On March 28, 2003, FNBPC acquired National
Carriers, Inc. (NCI), a contract carrier service with terminals in Liberal, Kansas, Dallas, Texas, and Denison, Iowa, for approximately $13.4 million, including the assumption of approximately $8.4 million of indebtedness. The purchase
price has been allocated to the assets acquired and liabilities assumed and the operating results of NCI are reflected in NBPs consolidated financial statements subsequent to the date of acquisition. The pro forma effect of this acquisition
was not material to the consolidated financial statements of NBP for the twenty-five weeks ended February 22, 2003.



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##### Table of Contents

(4) Comprehensive Income



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



|                                         |  |                                                            |           |   |                                                  |   |          
|---------------------------------------- |  | ---------------------------------------------------------- | --------- | - | ------------------------------------------------ | - | ---------
|                                         |  | Predecessor Entity                                         |           |   | Successor Entity                                
|                                         |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |           |   | National BeefPackingCompany, LLCand Subsidiaries
|                                         |  | 12 weeks endedFebruary 22, 2003                            |           |   | 13 weeks endedFebruary 28, 2004                 
|Net income                               |  | $                                                          | 8,614,439 |   |                                                  | $ | 1,792,539
|Other comprehensive income (loss):       |  |                                                            |           |   |                                                  |   |          
|Foreign currency translation adjustments |  |                                                            | (2,637    | ) |                                                  |   | 1,727    
|                                         |  |                                                            |           |   |                                                  |   |          
|Comprehensive income                     |  | $                                                          | 8,611,802 |   |                                                  | $ | 1,794,266
|                                         |  |                                                            |           |   |                                                  |   |          



|                                         |  |                                                            |            |                                                  |   |           
|---------------------------------------- |  | ---------------------------------------------------------- | ---------- | ------------------------------------------------ | - | ----------
|                                         |  | Predecessor Entity                                         |            | Successor Entity                                
|                                         |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |            | National BeefPackingCompany, LLCand Subsidiaries
|                                         |  | 25 weeks endedFebruary 22, 2003                            |            | 26 weeks endedFebruary 28, 2004                 
|Net income                               |  | $                                                          | 24,713,032 |                                                  | $ | 20,835,732
|Other comprehensive income:              |  |                                                            |            |                                                  |   |           
|Foreign currency translation adjustments |  |                                                            | 2,233      |                                                  |   | 9,159     
|                                         |  |                                                            |            |                                                  |   |           
|Comprehensive income                     |  | $                                                          | 24,715,265 |                                                  | $ | 20,844,891
|                                         |  |                                                            |            |                                                  |   |           



(5) Contingencies



On July 1, 2002, a lawsuit was filed against the Predecessor, ConAgra
Beef Company, Tyson Foods, Inc. and Excel Corporation in the United States District Court for the District of South Dakota seeking certification of a class of all persons who sold cattle to the defendants for cash, or on a basis affected by the cash
price for cattle, during the period from April 2, 2001 through May 11, 2001 and for some period up to two weeks thereafter. The case was filed by three named plaintiffs on behalf of a putative nationwide class that plaintiffs estimate is comprised
of hundreds or thousands of members. The complaint alleges that the defendants, in violation of the Packers and Stockyards Act of 1921, knowingly used, without correction or disclosure, incorrect and misleading boxed beef price information generated
by the USDA to purchase cattle offered for sale by the plaintiffs at a price substantially lower than was justified by the actual and correct price of boxed beef during this period. The plaintiffs seek damages in excess of $50.0 million from all
defendants as a group on behalf of the class. No class has yet been certified in this action. FNBPC answered the complaint and joined with the three other defendants in moving to dismiss this action. An amended complaint was filed and FNBPC joined
in the other defendants motion to dismiss. The joint motion to dismiss was denied, and the judge ruled that the plaintiffs adequately alleged a violation of the Packers and Stockyards Act of 1921. Accordingly, the lawsuit will proceed to
trial. Management believes that FNBPC acted properly and lawfully in dealings with cattle producers. Management is currently unable to evaluate the outcome of this matter or to estimate the amount of potential loss, if any. In accordance with SFAS
No. 5, Accounting for Contingencies, NBP has not established a loss accrual associated with this claim.



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##### Table of Contents

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



(6) Segments



The following table represents segment results for the periods indicated (in thousands):



|                              |  |                                                             |         |   |                                                    |   |         |  
|----------------------------- |  | ----------------------------------------------------------- | ------- | - | -------------------------------------------------- | - | ------- | -
|                              |  | Predecessor Entity                                          |         |   | Successor Entity                                   |  
|                              |  | Farmland National BeefPacking Company, L.P.and Subsidiaries |         |   | National Beef PackingCompany, LLC and Subsidiaries |  
|                              |  | 12 weeks ended February 22, 2003                            |         |   | 13 weeks endedFebruary 28, 2004                    |  
|Net sales                     |  |                                                             |         |   |                                                    |   |         |  
|Core Beef                     |  | $                                                           | 824,802 |   |                                                    | $ | 947,098 |  
|Other                         |  |                                                             | 8,765   |   |                                                    |   | 41,316  |  
|Eliminations                  |  |                                                             | (8,822  | ) |                                                    |   | (56,378 | )
|                              |  |                                                             |         |   |                                                    |   |         |  
|Total                         |  | $                                                           | 824,745 |   |                                                    | $ | 932,036 |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Depreciation and amortization |  |                                                             |         |   |                                                    |   |         |  
|Core Beef                     |  |                                                             | 4,128   |   |                                                    |   | 4,332   |  
|Other                         |  |                                                             | 174     |   |                                                    |   | 632     |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Total                         |  |                                                             | 4,302   |   |                                                    |   | 4,964   |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Operating income              |  |                                                             |         |   |                                                    |   |         |  
|Core Beef                     |  |                                                             | 7,444   |   |                                                    |   | 4,770   |  
|Other                         |  |                                                             | 478     |   |                                                    |   | 2,308   |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Total                         |  |                                                             | 7,922   |   |                                                    |   | 7,078   |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Interest income               |  |                                                             | 129     |   |                                                    |   | 163     |  
|Interest expense              |  |                                                             | (1,257  | ) |                                                    |   | (5,950  | )
|Other income                  |  |                                                             | 1,917   |   |                                                    |   | 1,241   |  
|                              |  |                                                            
|Minority interest             |  |                                                             | (90     | ) |                                                    |   | (190    | )
|                              |  |                                                             |         |   |                                                    |   |         |  
|Total income before taxes     |  | $                                                           | 8,621   |   |                                                    | $ | 2,342   |  
|                              |  |                                                             |         |   |                                                    |   |         |  
|Assets                        |  |                                                             |         |   |                                                    |   |         |  
|Core Beef                     |  | $                                                           | 422,470 |   |                                                    | $ | 585,515 |  
|Other                         |  |                                                             | 3,458   |   |                                                    |   | 25,470  |  
|Eliminations                  |  |                                                             | (1,811  | ) |                                                    |   | (2,101  | )
|                              |  |                                                             |         |   |                                                    |   |         |  
|Total                         |  | $                                                           | 424,117 |   |                                                    | $ | 608,884 |  
|                              |  |                                                             |         |   |                                                    |   |         |  



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##### Table of Contents

The following table represents segment results for the periods indicated (in thousands):



|                              |  |                                                             |           |   |                                                    |   |           |  
|----------------------------- |  | ----------------------------------------------------------- | --------- | - | -------------------------------------------------- | - | --------- | -
|                              |  | Predecessor Entity                                          |           |   | Successor Entity                                   |  
|                              |  | Farmland National BeefPacking Company, L.P.and Subsidiaries |           |   | National Beef PackingCompany, LLC and Subsidiaries |  
|                              |  | 25 weeks ended February 22, 2003                            |           |   | 26 weeks endedFebruary 28, 2004                    |  
|Net sales                     |  |                                                             |           |   |                                                    |   |           |  
|Core Beef                     |  | $                                                           | 1,642,094 |   |                                                    | $ | 2,029,998 |  
|Other                         |  |                                                             | 15,487    |   |                                                    |   | 81,875    |  
|Eliminations                  |  |                                                             | (13,600   | ) |                                                    |   | (121,531  | )
|                              |  |                                                             |           |   |                                                    |   |           |  
|Total                         |  |                                                             | 1,643,981 |   |                                                    |   | 1,990,342 |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Depreciation and amortization |  |                                                             |           |   |                                                    |   |           |  
|Core Beef                     |  |                                                             | 8,591     |   |                                                    |   | 10,226    |  
|Other                         |  |                                                             | 362       |   |                                                    |   | 1,394     |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Total                         |  |                                                             | 8,953     |   |                                                    |   | 11,620    |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Operating income              |  |                                                             |           |   |                                                    |   |           |  
|Core Beef                     |  |                                                             | 24,619    |   |                                                    |   | 29,158    |  
|Other                         |  |                                                             | 629       |   |                                                    |   | 3,366     |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Total                         |  |                                                             | 25,248    |   |                                                    |   | 32,524    |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Interest income               |  |                                                             | 321       |   |                                                    |   | 318       |  
|Interest expense              |  |                                                             | (2,637    | ) |                                                    |   | (12,194   | )
|Other income                  |  |                                                             | 1,894     |   |                                                    |   | 1,284     |  
|                              |  |                                                            
|Minority interest             |  |                                                             | (101      | ) |                                                    |   | (198      | )
|                              |  |                                                             |           |   |                                                    |   |           |  
|Total income before taxes     |  | $                                                           | 24,725    |   |                                                    | $ | 21,734    |  
|                              |  |                                                             |           |   |                                                    |   |           |  
|Assets                        |  |                                                             |           |   |                                                    |   |           |  
|Core Beef                     |  | $                                                           | 422,470   |   |                                                    | $ | 585,515   |  
|Other                         |  |                                                             | 3,458     |   |                                                    |   | 25,470    |  
|Eliminations                  |  |                                                             | (1,811    | ) |                                                    |   | (2,101    | )
|                              |  |                                                             |           |   |                                                    |   |           |  
|Total                         |  | $                                                           | 424,117   |   |                                                    | $ | 608,884   |  
|                              |  |                                                             |           |   |                                                    |   |           |  



9



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##### Table of Contents

(7) United States BSE Outbreak



On December 23, 2003, it was announced by the United States Department of Agriculture (USDA) that a single Holstein dairy
cow was discovered in the state of Washington to have tested positive for Bovine Spongiform Encephalopathy, or BSE. The origin of the animal was subsequently traced to a farm in Canada. Shortly after the announcement, several countries representing
a substantial share of NBPs export business closed their borders to the importation of edible beef products from the United States. Responding to the loss of export markets, live cattle prices in the United States declined by approximately 18%
within 3 days. In the fiscal year ending August 30, 2003, NBPs total export sales were approximately 17.2% of total sales, including sales of non-food beef products such as hides.



During the second quarter we recorded charges to earnings totaling approximately $18.8 million due to the market impacts of
the closure of international borders as a result of the BSE discovery in late December. These charges, recorded in sales and cost of sales in our Consolidated Statement of Operations, reflect: (1) volatility in the US markets for finished goods and
live cattle, with an impact noted in immediate margin erosion resulting from a rapid fall in cutout or sales values; (2) some product already destined for foreign markets re-routed for resale in the US, generally at prices lower than their original
export value; and (3) lower value for certain inventory items which had been in the production pipeline and had not yet left the US as they have no comparable domestic market. Certain by-products have been classified as Specified Risk Materials
(SRMs), and have been banned from use in feedstocks and the human food chain. Some of these products previously enjoyed a market in foreign countries. The impacts of BSE were positively offset in part by strong domestic demand
characteristics for beef products.



In addition, the USDA and
the Food Safety Inspection Service, or FSIS, published new regulations in response to the discovery of BSE in the state of Washington. These new regulations, among other things, govern the removal of SRMs during slaughter, cover the ban on the
slaughtering of non-ambulatory animals for human food use, set forth the prohibition on the production of mechanically separated meat and ban certain techniques used in the slaughter process. The USDA also issued a notice announcing that FSIS
inspectors will not mark ambulatory cattle that have been targeted for BSE surveillance testing as inspected and passed until negative test results are obtained. We do not anticipate that these new regulations, in the aggregate, will
have a material adverse effect on our business.



While exports
of some boneless beef products have recently commenced once again to Mexico, we cannot anticipate the duration of other continuing beef import bans or whether additional countries may impose similar restrictions. Thus far, the effect of resumed
export of beef products to Mexico has been marginal on the United States beef industry. Fed cattle slaughter levels in the United States for the thirteen weeks ended February 28, 2004 fell approximately 8.5% below year-ago levels, reflecting
constrained cattle supplies and reduced demand for export products. The United States Department of Agriculture (USDA) has published a proposed rule revising its policy to keep the US border closed to live animals for processing in the US. The
comment period for the proposed rule expired on April 7, 2004. A decision on the proposed rule is expected in the near future.



We cannot presently assess the full economic impact of the consequences of BSE on the U.S. beef industry or on our operations. Our revenues and net income
may be materially adversely affected in the event existing import restrictions continue indefinitely, additional countries announce similar restrictions, additional regulatory restrictions are put into effect or domestic consumer demand for beef
declines substantially.



(8) Subsequent Events



The border to Mexico opened during March 2004 to specified boxed beef
products from animals under 30 months of age, however the impact to date on the United States beef industry has been marginal. United States fed cattle slaughter levels for the thirteen weeks ended February 28, 2004 were approximately 8.5% below
year-ago levels, reflecting constrained cattle supplies and reduced demand for export products. The USDA has published a proposed rule revising its policy to keep the US border closed to live animals for processing in the US. The comment period for
the proposed rule expired on April 7, 2004. A decision on the proposed rule is expected in the near future.



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##### Table of Contents

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



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,
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 the Risk Factors in our
Registration Statement on Form S-4 for other important factors that could cause actual results to differ materially from those in any such forward-looking statements.



Recent Developments



As described in Note 3 to the Consolidated Financial Statements for the fiscal year ended August 30, 2003, effective August 7, 2003, U.S. Premium Beef,
Ltd. acquired a controlling interest in Farmland National Beef Packing Company, L.P. (FNBPC or Predecessor) and formed National Beef Packing Company, LLC (NBP or Successor) in a transaction accounted
for as a purchase (the Transaction).



On December
21, 2003 a new four year collective bargaining agreement was ratified with the United Food and Commercial Workers and approximately 2,800 employees at the Liberal, Kansas facility.



On December 23, 2003, it was announced by the United States Department of Agriculture (USDA) that a single Holstein dairy
cow was discovered in the state of Washington to have tested positive for Bovine Spongiform Encephalopathy, or BSE. The origin of the animal was subsequently traced to a farm in Canada. Shortly after the announcement, several countries representing
a substantial share of NBPs export business closed their borders to the importation of edible beef products from the United States. Responding to the loss of export markets, live cattle prices in the United States declined by approximately 18%
within 3 days. In the fiscal year ending August 30, 2003, NBPs total export sales were approximately 17.2% of total sales, including sales of non-food beef products such as hides.



During the second quarter we recorded charges to earnings totaling approximately $18.8 million due to the market impacts of
the closure of international borders as a result of the BSE discovery in late December. These charges, recorded in sales and cost of sales in our Consolidated Statement of Operations, reflect: (1) volatility in the US markets for finished goods and
live cattle, with an impact noted in immediate margin erosion resulting from a rapid fall in cutout or sales values; (2) some product already destined for foreign markets re-routed for resale in the US, generally at prices lower than their original
export value; and (3) lower value for certain inventory items which had been in the production pipeline and had not yet left the US as they have no comparable domestic market. Certain by-products have been classified as Specified Risk Materials
(SRMs), and have been banned from use in feedstocks and the human food chain. Some of these products previously enjoyed a market in foreign countries. The impacts of BSE were positively offset in part by strong domestic demand
characteristics for beef products.



In addition, the USDA and
the Food Safety Inspection Service, or FSIS, published new regulations in response to the discovery of BSE in the state of Washington. These new regulations, among other things, govern the removal of SRMs during slaughter, cover the ban on the
slaughtering of non-ambulatory animals for human food use, set forth the prohibition on the production of mechanically separated meat and



11



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##### Table of Contents

ban certain techniques used in the slaughter process. The USDA also issued a notice announcing that FSIS inspectors will
not mark ambulatory cattle that have been targeted for BSE surveillance testing as inspected and passed until negative test results are obtained. We do not anticipate that these new regulations, in the aggregate, will have a material
adverse effect on our business.



While exports of some boneless
beef products have recently commenced once again to Mexico, we cannot anticipate the duration of other continuing beef import bans or whether additional countries may impose similar restrictions. Thus far, the effect of resumed export of beef
products to Mexico has been marginal on the United States beef industry. Fed cattle slaughter levels in the United States for the thirteen weeks ended February 28, 2004 fell approximately 8.5% below year-ago levels, reflecting constrained cattle
supplies and reduced demand for export products. The USDA has published a proposed rule revising its policy to keep the US border closed to live animals for processing in the US. The comment period for the proposed rule expired on April 7, 2004. A
decision on the proposed rule is expected in the near future.



We cannot presently assess the full economic impact of the consequences of BSE on the U.S. beef industry or on our operations. Our revenues and net income may be materially adversely affected in the event existing import restrictions
continue indefinitely, additional countries announce similar restrictions, additional regulatory restrictions are put into effect or domestic consumer demand for beef declines substantially.



Results of Operations



Twelve weeks ended February 22, 2003 compared to thirteen weeks ended February 28, 2004



General. The net income for the twelve weeks ended February 22, 2003
was $8.6 million compared to $1.8 million for the thirteen weeks ended February 28, 2004, a decrease of $6.8 million or 79.1%. The thirteen weeks contained significantly higher sales in 2004 compared to the year prior, largely attributed to an
additional week in the 2004 period, an approximate 11.5% increase in boxed beef and beef product prices and the inclusion of sales from National Carriers business acquired in March 2003. Domestic market demand for beef products was seasonally
improved in 2004 over the prior period, in spite of increased prices. We believe we are currently in the peak range of live cattle prices and trough range of cattle supplies. The thirteen weeks ended February 28, 2004 as a whole showed slightly
improved gross margins over the prior year period, even after the initial effects of the discovery of BSE in a single dairy animal in Washington state in December 2003. This improvement was partially due to the inclusion of National Carriers, Inc.
which contributed $1.4 million of operating income for the thirteen weeks ended February 28, 2004.



Total costs and expenses as a percent of sales were 99.0% for the twelve weeks ended February 22, 2003 and 99.2% for the thirteen weeks ended February 28,
2004, generating a decrease in operating income of $0.8 million. Primarily as a result of the Transaction, interest expense increased by $4.7 million and depreciation and amortization expense increased $0.7 million for the thirteen weeks ended
February 28, 2004 as compared to the twelve weeks ended February 22, 2003.



Net Sales. Net sales were $824.7 million for the twelve weeks ended February 22, 2003 compared to $932.0 million for the thirteen weeks ended February 28, 2004, an increase of $107.3 million or 13.0%. The
increase resulted primarily from an additional week in the thirteen week period ending February 28, 2004, and the associated increase in the number of cattle processed of approximately 3.0%, compared to the twelve week period ending February 22,
2003, as well as an approximate 11.5% increase in average net selling price of beef products and the inclusion of sales from National Carriers.



Cost of Sales. Cost of sales was $807.2 million for the twelve weeks ended February 22, 2003 compared to $913.4 million for the thirteen weeks
ended February 28, 2004, an increase of $106.2 million or 13.2%. The increase resulted primarily from an additional week in the period ending February 28, 2004 compared to the twelve week period ending February 22, 2003 as well as an approximate
11.3% increase in average cattle prices over the previous year, despite a lower of cost or market writedown of $12.8 million related to BSE.



12



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##### Table of Contents

Selling, General and Administrative Expenses. Selling, general and administrative expenses were
$5.4 million for the twelve weeks ended February 22, 2003 compared to $6.6 million for the thirteen weeks ended February 28, 2004, an increase of $1.2 million or 22.2%. The increase resulted largely from the additional $0.5 million of selling,
general and administrative expenses associated with National Carriers included in the thirteen weeks ended February 28, 2004 as well as $0.5 million in additional costs due to an additional week in the thirteen weeks ended February 28, 2004.



Depreciation and Amortization Expense. Depreciation and
amortization expenses were $4.3 million for the twelve weeks ended February 22, 2003 compared to $5.0 million for the thirteen weeks ended February 28, 2004, an increase of $0.7 million or 16.3%. The increase is attributable to an additional week of
depreciation and amortization of approximately $0.4 million, $0.4 million associated with National Carriers and $0.5 million of incremental amortization related to the Transaction in the thirteen weeks ended February 28, 2004 compared to the prior
year. Depreciation expense was reduced by approximately $0.9 million in the thirteen weeks ended February 28, 2004 as a result of a catch-up adjustment for estimates that had been utilized in the calculations for depreciation expense prior to the
thirteen weeks ended February 28, 2004 in connection with the step-up in values of property, plant and equipment as a result of the Transaction.



Operating Income. Operating income was $7.9 million for the twelve weeks ended February 22, 2003 compared to $7.1 million for the thirteen weeks
ended February 28, 2004, a decrease of $0.8 million or 10.1%. Among the reasons for the decrease were the effects of BSE on the industry as well as additional selling, general and administrative expenses, positively offset by strong domestic demand
characteristics for beef products. Operating income, as a percentage of net sales, was 1.0% for the twelve weeks ended February 22, 2003 and 0.8% for the thirteen weeks ended February 28, 2004.



Interest Expense. Interest expense was $1.3 million for the twelve
weeks ended February 22, 2003 compared to $6.0 million for the thirteen weeks ended February 28, 2004, an increase of $4.7 million. The increase was due primarily to the higher level of borrowings in the thirteen weeks ended February 28, 2004 as a
result of the Transaction as well as the additional week in the period.



Other, net. Other, net was $2.4 million for the twelve weeks ended February 22, 2003 compared to $1.4 million for the thirteen weeks ended February 28, 2004, a decrease of $1.0 million. In 2003 we received approximately $2.2 million
as a result of settlement of a vitamin supplement anti-trust litigation. In 2004, we received $1.2 million through the demutualization of a company which held annuities for NBP employees.



Income Tax Expense. Income tax expense was negligible for the twelve weeks ended February 22, 2003 compared to $0.5
million for the thirteen weeks ended February 28, 2004, an increase of $0.5 million. The increase was primarily due to the acquisition of National Carriers, Inc. and the associated income tax expense on income from that entity, which is organized as
a C Corporation.



Twenty-five weeks ended February 22, 2003 compared to
twenty-six weeks ended February 28, 2004



General. The net income for the twenty-five weeks ended February 22, 2003 was $24.7 million compared to $20.8 million for the twenty-six weeks ended February 28, 2004, a decrease of $3.9 million or 15.8%. The single largest factor in
the decrease was the $9.6 million increase in interest expense. While sales and cost of sales were higher, principally due to the higher live cattle prices and corresponding higher selling prices of beef products, the current period ended February
28, 2004 includes an additional week. Operating income increased $7.3 million or 29.0% over the prior year period. For the period as a whole, in spite of somewhat tighter cattle supplies and the corresponding higher cattle prices, market demand
characteristics for beef products continued to be strong enough to more than offset the increases.



13



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##### Table of Contents

Net sales. Net sales for the twenty-five weeks ended February 22, 2003 were $1,644.0 million
compared to $1,990.3 million for the twenty-six weeks ended February 28, 2004, an increase of $346.3 million or 21.1%. The majority of this increase was due to an approximate 23.2% increase in selling prices for beef products, the additional week in
2004 and the inclusion of $62.5 million in revenue from National Carriers.



Cost of sales. Cost of sales for the twenty-five weeks ended February 22, 2003 were $1,598.8 million compared to $1,933.5 million for the twenty-six weeks ended February 28, 2004, an increase of $334.7 million
or 20.9%. The majority of the increase in cost of sales came as a result of a 25.3% increase in the average price of cattle, despite a lower of cost or market writedown of $12.8 million related to BSE in the 2004 period. A portion of the increase
was also attributed to the additional week and the additional costs related to National Carriers, partially offset by an approximate 4.4% decrease in average live cattle weights.



Selling, General and Administrative Expenses. Selling, general and administrative expenses for the twenty-five weeks
ended February 22, 2003 were $11.0 million compared to $12.7 million for the twenty-six weeks ended February 28, 2004, an increase of $1.7 million or 15.5%. Approximately $0.6 million of the increase is attributable to the selling, general and
administrative expenses of National Carriers included in the twenty-six weeks ended February 28, 2004. The additional week in the twenty-six weeks ended February 28, 2004 also resulted in approximately $0.5 million in higher costs. For the
twenty-six weeks ended February 28, 2004 after giving effect to the additional week, bank charges increased approximately $0.3 million and payroll and related expenses increased approximately $0.2 million compared to the twenty-five weeks ended
February 22, 2003.



Depreciation and Amortization
Expense. Depreciation and amortization expenses for the twenty-five weeks ended February 22, 2003 were $9.0 million compared to $11.6 million for the twenty-six weeks ended February 28, 2004, an increase of $2.6 million or 28.9%. The majority of
the increase is attributable to the additional depreciation and amortization incurred as a result of the Transaction. In addition, approximately $0.4 million of the increase was due to the additional week in the twenty-six weeks ended February 28,
2004.



Operating Income. Operating income for the
twenty-five weeks ended February 22, 2003 was $25.2 million compared to $32.5 million for the twenty-six weeks ended February 28, 2004, an increase of $7.3 million or 29.0%. The increase was due to improved margins resulting from favorable market
conditions for beef products. Operating income, as a percentage of net sales, was 1.5% for the twenty-five weeks ended February 22, 2003 and 1.6% for the twenty-six weeks ended February 28, 2004.



Interest Expense. Interest expense for the twenty-five weeks ended
February 22, 2003 was $2.6 million compared to $12.2 million for the twenty-six weeks ended February 28, 2004, an increase of $9.6 million. This increase is due primarily to the increased borrowings and higher average interest rates attributable to
the Transaction.



Other, net. Other, net was $2.6
million for the twenty-five weeks ended February 22, 2003 compared to $1.8 million for the twenty-six weeks ended February 28, 2004, a decrease of $0.8 million or 30.8%. In 2003 we received approximately $2.2 million as a result of settlement of a
vitamin supplement anti-trust litigation. In 2004, we received $1.2 million through the demutualization of a company which held annuities for NBP employees.



Income Tax Expense. Income tax expense was negligible for the twenty-five weeks ended February 22, 2003 compared to $0.9 million for the twenty-six
weeks ended February 28, 2004, an increase of $0.9 million. The increase was primarily due to the acquisition of National Carriers, Inc. and the associated income tax expense on income from that entity, which is organized as a C Corporation.



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##### Table of Contents

Segment Results



The following table represents segment results for the periods indicated (in thousands):



|                              |  |                                                               |         |   |                                                    |   |         |  
|----------------------------- |  | ------------------------------------------------------------- | ------- | - | -------------------------------------------------- | - | ------- | -
|                              |  | Predecessor Entity                                            |         |   | Successor Entity                                   |  
|                              |  | Farmland National Beef Packing Company, L.P. and Subsidiaries |         |   | National Beef PackingCompany, LLC and Subsidiaries |  
|                              |  | 12 weeks ended February 22, 2003                              |         |   | 13 weeks endedFebruary 28, 2004                    |  
|Net sales                     |  |                                                               |         |   |                                                    |   |         |  
|Core Beef                     |  | $                                                             | 824,802 |   |                                                    | $ | 947,098 |  
|Other                         |  |                                                               | 8,765   |   |                                                    |   | 41,316  |  
|Eliminations                  |  |                                                               | (8,822  | ) |                                                    |   | (56,378 | )
|                              |  |                                                               |         |   |                                                    |   |         |  
|Total                         |  | $                                                             | 824,745 |   |                                                    | $ | 932,036 |  
|                              |  |                                                               |         |   |                                                    |   |         |  
|Depreciation and amortization |  |                                                               |         |   |                                                    |   |         |  
|Core Beef                     |  |                                                               | 4,128   |   |                                                    |   | 4,332   |  
|Other                         |  |                                                               | 174     |   |                                                    |   | 632     |  
|                              |  |                                                               |         |   |                                                    |   |         |  
|Total                         |  |                                                               | 4,302   |   |                                                    |   | 4,964   |  
|                              |  |                                                               |         |   |                                                    |   |         |  
|Operating income              |  |                                                               |         |   |                                                    |   |         |  
|Core Beef                     |  |                                                               | 7,444   |   |                                                    |   | 4,770   |  
|Other                         |  |                                                               | 478     |   |                                                    |   | 2,308   |  
|                              |  |                                                               |         |   |                                                    |   |         |  
|Total                         |  |                                                               | 7,922   |   |                                                    |   | 7,078   |  
|                              |  |                                                               |         |   |                                                    |   |         |  
|Interest income               |  |                                                               | 129     |   |                                                    |   | 163     |  
|Interest expense              |  |                                                               | (1,257  | ) |                                                    |   | (5,950  | )
|Other income                  |  |                                                               | 1,917   |   |                                                    |   | 1,241   |  
|                              |  |                                                              
|Minority interest             |  |                                                               | (90     | ) |                                                    |   | (190    | )
|                              |  |                                                               |         |   |                                                    |   |         |  
|Total income before taxes     |  | $                                                             | 8,621   |   |                                                    | $ | 2,342   |  
|                              |  |                                                               |         |   |                                                    |   |         |  



Core Beef



Net Sales. Net sales for Core Beef were $824.8 million for the twelve
weeks ended February 22, 2003 compared to $947.1 million for the thirteen weeks ended February 28, 2004, an increase of $122.3 million or 14.8%. The increase resulted primarily from an approximate 11.5% increase in the average net selling price of
cattle processed, as well as a slight increase in the number of cattle processed due to an additional week in the period.



Depreciation and amortization. Depreciation and amortization for Core Beef was $4.1 million for the twelve weeks ended February 22, 2003 compared
to $4.3 million for the thirteen weeks ended February 28, 2004, an increase of $0.2 million or 4.9%. The increase came primarily as a result of the additional week in the period and the additional depreciation from the allocation of purchase price
under the Transaction to property, plant and equipment and the amortization of intangible assets identified in the purchase accounting under the Transaction. Depreciation expense was reduced by approximately $0.9



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##### Table of Contents

million in the thirteen weeks ended February 28, 2004 as a result of a catch-up adjustment for estimates that had been
utilized in the calculations for depreciation expense prior to the thirteen weeks ended February 28, 2004 in connection with the step-up in values of property, plant and equipment as a result of the Transaction.



Operating income. Operating income for Core Beef was $7.4 million for
the twelve weeks ended February 22, 2003 compared to $4.8 million for the thirteen weeks ended February 28, 2004, a decrease of $2.6 million or 35.1%. The decrease was due primarily to the increased cost of cattle and higher fixed costs including
depreciation, selling, general and administrative expenses as well as utility costs, partially offset by increased selling prices per head.



Other



Net Sales. Net sales for Other were $8.8 million for the twelve weeks ended February 22, 2003 compared to $41.3 million for the thirteen weeks
ended February 28, 2004, an increase of $32.5 million. The increase was primarily a result of the acquisition of National Carriers, Inc. in March 2003.



Depreciation and amortization. Depreciation and amortization for Other was $0.2 million for the twelve weeks ended February 22, 2003 compared to
$0.6 million for the thirteen weeks ended February 28, 2004, an increase of $0.4 million. The increase was primarily a result of the depreciation attributed to assets acquired with National Carriers, Inc. in March 2003.



Operating income. Operating income for Other was $0.5 million for the
twelve weeks ended February 22, 2003 compared to $2.3 million for the thirteen weeks ended February 28, 2004, an increase of $1.8 million. The increase was due primarily to the acquisition of National Carriers, Inc. in March 2003.



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##### Table of Contents

The following table represents segment results for the periods indicated (in thousands):



|                              |  |                                                              |           |   |                                                    |   |           |  
|----------------------------- |  | ------------------------------------------------------------ | --------- | - | -------------------------------------------------- | - | --------- | -
|                              |  | Predecessor Entity                                           |           |   | Successor Entity                                   |  
|                              |  | Farmland National BeefPacking Company, L.P. and Subsidiaries |           |   | National Beef PackingCompany, LLC and Subsidiaries |  
|                              |  | 25 weeks ended February 22, 2003                             |           |   | 26 weeks endedFebruary 28, 2004                    |  
|Net sales                     |  |                                                              |           |   |                                                    |   |           |  
|Core Beef                     |  | $                                                            | 1,642,094 |   |                                                    | $ | 2,029,998 |  
|Other                         |  |                                                              | 15,487    |   |                                                    |   | 81,875    |  
|Eliminations                  |  |                                                              | (13,600   | ) |                                                    |   | (121,531  | )
|                              |  |                                                              |           |   |                                                    |   |           |  
|Total                         |  |                                                              | 1,643,981 |   |                                                    |   | 1,990,342 |  
|                              |  |                                                              |           |   |                                                    |   |           |  
|Depreciation and amortization |  |                                                              |           |   |                                                    |   |           |  
|Core Beef                     |  |                                                              | 8,591     |   |                                                    |   | 10,226    |  
|Other                         |  |                                                              | 362       |   |                                                    |   | 1,394     |  
|                              |  |                                                              |           |   |                                                    |   |           |  
|Total                         |  |                                                              | 8,953     |   |                                                    |   | 11,620    |  
|                              |  |                                                              |           |   |                                                    |   |           |  
|Operating income              |  |                                                              |           |   |                                                    |   |           |  
|Core Beef                     |  |                                                              | 24,619    |   |                                                    |   | 29,158    |  
|Other                         |  |                                                              | 629       |   |                                                    |   | 3,366     |  
|                              |  |                                                              |           |   |                                                    |   |           |  
|Total                         |  |                                                              | 25,248    |   |                                                    |   | 32,524    |  
|                              |  |                                                              |           |   |                                                    |   |           |  
|Interest income               |  |                                                              | 321       |   |                                                    |   | 318       |  
|Interest expense              |  |                                                              | (2,637    | ) |                                                    |   | (12,194   | )
|Other income                  |  |                                                              | 1,894     |   |                                                    |   | 1,284     |  
|                              |  |                                                             
|Minority interest             |  |                                                              | (101      | ) |                                                    |   | (198      | )
|                              |  |                                                              |           |   |                                                    |   |           |  
|Total income before taxes     |  | $                                                            | 24,725    |   |                                                    | $ | 21,734    |  
|                              |  |                                                              |           |   |                                                    |   |           |  



Core Beef



Net Sales. Net sales for Core Beef were $1,642.1 million for the
twenty-five weeks ended February 22, 2003 compared to $2,030.0 million for the twenty-six weeks ended February 28, 2004, an increase of $387.9 million or 23.6%. The increase resulted primarily from an approximate 23.2% increase in the average net
selling price of cattle processed, as well as a slight increase in the number of cattle processed due to an additional week in the period.



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Depreciation and amortization. Depreciation and amortization for Core Beef was $8.6 million for
the twenty-five weeks ended February 22, 2003 compared to $10.2 million for the twenty-six weeks ended February 28, 2004, an increase of $1.6 million or 18.6%. The increase came as a result of the additional week in the period along with the effect
of new capital projects placed in service and the additional depreciation from the allocation of purchase price under the Transaction to property, plant and equipment and the amortization of intangible assets identified in the purchase accounting
under the Transaction.



Operating income. Operating
income for Core Beef was $24.6 million for the twenty-five weeks ended February 22, 2003 compared to $29.2 million for the twenty-six weeks ended February 28, 2004, an increase of $4.6 million or 18.7%. The increase was due primarily to the
increased selling prices per head partially offset by increased raw material costs and higher fixed costs including depreciation, selling, general and administrative expenses as well as utility costs.



Other



Net Sales. Net sales for Other were $15.5 million for the twenty-five weeks ended February 22, 2003 compared to $81.9
million for the twenty-six weeks ended February 28, 2004, an increase of $66.4 million. The increase was primarily a result of the acquisition of National Carriers, Inc. in March 2003.



Depreciation and amortization. Depreciation and amortization for Other was $0.4 million for the twenty-five weeks
ended February 22, 2003 compared to $1.4 million for the twenty-six weeks ended February 28, 2004, an increase of $1.0 million. The increase was primarily a result of the depreciation attributed to assets acquired with National Carriers, Inc. in
March 2003.



Operating income. Operating income for
Other was $0.6 million for the twenty-five weeks ended February 22, 2003 compared to $3.4 million for the twenty-six weeks ended February 28, 2004, an increase of $2.8 million. The increase was due primarily to the acquisition of National Carriers,
Inc. in March 2003.



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##### Table of Contents

Liquidity and Capital Resources



As of February 28, 2004, we had net working capital of $154.1 million, which included $1.7 million in distributions payable,
and cash and cash equivalents of $23.6 million. At August 30, 2003, we had net working capital of $132.6 million, which included $22.4 million in distributions payable, and cash and cash equivalents of $31.3 million. Our primary sources of liquidity
are cash flows from operations and available borrowings under our amended credit facility.



As of February 28, 2004, we had $329.4 million of long-term debt, of which $8.0 million was classified as a current liability. As of February 28, 2004, there were outstanding borrowings of $33.1 million, outstanding
letters of credit of $32.0 million and available borrowings of $74.9 million under our $140.0 million amended credit facility. Borrowings under our amended credit facility have funded our working capital requirements, capital expenditures and other
general corporate purposes.



In addition to outstanding
borrowings on the amended credit facility, we had outstanding borrowings under industrial revenue bonds of $13.9 million, the senior notes of $160.0 million, term loans of $121.9 million and capital lease and other obligations of $0.5 million as of
February 28, 2004.



We believe that available borrowings under
our amended credit facility and cash provided by operating activities will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future. Our ability to generate sufficient cash, however,
is subject to certain general economic, financial, industry, legislative, regulatory and other factors beyond our control.



The following is a reconciliation of EBITDA to net income for the specified periods:



|                              |  |                                                            |            |   |                                                  |   |            |                                                            |  |   |                                                  |   |  |   |            |  
|----------------------------- |  | ---------------------------------------------------------- | ---------- | - | ------------------------------------------------ | - | ---------- | ---------------------------------------------------------- |  | - | ------------------------------------------------ | - |  | - | ---------- | -
|                              |  | Predecessor Entity                                         |            |   | Successor Entity                                 |   |            | Predecessor Entity                                         |  |   | Successor Entity                                 |  
|                              |  | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |            |   | National BeefPacking Company,LLC andSubsidiaries |   |            | Farmland NationalBeef PackingCompany, L.P. andSubsidiaries |  |   | National BeefPacking Company,LLC andSubsidiaries |  
|                              |  | 12 weeks endedFebruary 22, 2003                            |            |   | 13 weeks ended February 28, 2004                 |   |            | 25 weeks endedFebruary 22, 2003                            |  |   | 26 weeks endedFebruary 28, 2004                  |  
|Net income                    |  | $                                                          | 8,614,439  |   |                                                  | $ | 1,792,539  |                                                            |  | $ | 24,713,032                                       |   |  | $ | 20,835,732 |  
|Interest income               |  |                                                            | (128,867   | ) |                                                  |   | (162,713   | )                                                          |  |   | (321,097                                         | ) |  |   | (318,552   | )
|Interest expense              |  |                                                            | 1,256,639  |   |                                                  |   | 5,949,729  |                                                            |  |   | 2,636,747                                        |   |  |   | 12,193,954 |  
|Depreciation and amortization |  |                                                            | 4,302,272  |   |                                                  |   | 4,963,771  |                                                            |  |   | 8,953,469                                        |   |  |   | 11,620,373 |  
|Taxes                         |  |                                                            | 6,602      |   |                                                  |   | 549,376    |                                                            |  |   | 12,069                                           |   |  |   | 898,400    |  
|                              |  |                                                            |            |   |                                                  |   |            |                                                            |  |   |                                                  |   |  |   |            |  
|EBITDA(1)                     |  | $                                                          | 14,051,085 |   |                                                  | $ | 13,092,702 |                                                            |  | $ | 35,994,220                                       |   |  | $ | 45,229,907 |  
|                              |  |                                                            |            |   |                                                  |   |            |                                                            |  |   |                                                  |   |  |   |            |  

---

|(1) | EBITDA represents earnings before net interest, taxes, depreciation and amortization. EBITDA is presented because management believes that it is helpful to
investors, securities analysts and other interested parties in evaluating our performance as compared to the performance of other companies in our industry. EBITDA, with adjustments specified in our amended credit facility, is also the basis for
calculating our financial debt covenants under our amended credit facility and for calculating whether we may incur additional indebtedness under the indenture governing our senior notes. Accordingly, management believes that EBITDA is a useful
indicator of our ability to incur and service debt obligations. EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States of America. It should not be considered an alternative to net
income or income from operations or any other measure of performance derived in accordance with generally accepted accounting principles. Our computation of EBITDA may not be comparable to other similarly titled measures computed by other companies
because all companies do not calculate EBITDA in the same fashion.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Operating Activities



Net cash provided by operating activities in the twenty-five weeks ended February 22, 2003 was $10.7 million compared to $22.8 million in the twenty-six
weeks ended February 28, 2004, primarily the result of lower net working capital changes in the period.



Investing Activities



Net cash used in investing activities was $14.8 million in the twenty-five weeks ended February 22, 2003 compared to $14.6 million in the twenty-six weeks ended February 28, 2004. This decrease in cash used was primarily attributable to an
increase in proceeds received from sale of property, plant and equipment.



Financing Activities



Net cash provided
through financing activities was $1.2 million in the twenty-five weeks ended February 22, 2003 compared to a use of $15.9 million in the twenty-six weeks ended February 28, 2004. The change was largely attributed to a $13.1 million increase in cash
distributions for member taxes and a $4.0 million decrease in revolving credit borrowings.



Bank Covenant Compliance



Our amended senior credit facility contains covenants that limit our ability to incur additional indebtedness, sell or dispose of assets, pay certain dividends and prepay or amend certain indebtedness among other matters. In addition, this
facility also contains financial covenants currently requiring us to:



| |  | Not exceed a maximum funded debt to EBITDA ratio of 4.25x;
| | - | ----------------------------------------------------------



| |  | Not exceed a maximum senior secured funded debt to EBITDA ratio of 2.50x;
| | - | -------------------------------------------------------------------------



| |  | Maintain a minimum four quarter EBITDA of $90 million; and
| | - | ----------------------------------------------------------



| |  | Not fall below a minimum fixed charge coverage ratio of 1.15x.
| | - | --------------------------------------------------------------



As defined in our amended credit facility, EBITDA contains specified adjustments. On February 28, 2004, we were in compliance with all financial covenant
ratios.



Recent Accounting Pronouncements



In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB 51, which they subsequently revised in December 2003. As revised, the Interpretation provides guidance on the identification of entities for which control is achieved through means other than
through voting rights (variable interest entities or VIEs) and how to determine when and which business enterprise should consolidate the VIE (the primary beneficiary). In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. The revised Interpretation applies to all VIEs no later than the end of the first reporting period that ends after March 15,
2004 and to VIEs considered special purpose entities no later than as of the end of the first reporting period that ends after December 15, 2003. The adoption of this Interpretation is not expected to have a material affect on our consolidated
financial statements or disclosures.



Item 3. Quantitative and Qualitative Disclosures About Market Risk.



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



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



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



We sell commodity beef products in our business. Commodity beef products are subject to price fluctuations that may create price risk. When appropriate,
we enter into forward sales contracts at prices determined prior to shipment. While this may tend to limit our ability to participate in gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity beef
prices. We reflect commodity contract gains and losses as adjustments to the basis of underlying commodities sold; gains or losses are recognized in the statement of operations as a component of net sales.



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



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



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



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



We have short-term and long-term
debt with variable interest rates. Short-term debt is primarily comprised of the current portion of long-term debt maturing twelve months from the balance sheet date. Short-term debt also includes our revolving credit line used to finance working
capital requirements, capital expenditures and general corporate purposes.



Our exposure to these aforementioned market risks has not materially changed since August 30, 2003.



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Item 4. 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 Quarterly Report on Form 10-Q our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective in alerting them, in a timely manner, to material information required to be included in our periodic Securities and Exchange Commission filings. There have been no significant changes in
our internal controls over financial reporting subsequent to November 29, 2003 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.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



For
information regarding legal proceedings, see Note 5, Contingencies to our consolidated financial statements included in Part I- Item 1 of this Form 10-Q.



Item 2. Changes in Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



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



None.



Item 5. Other Information



None.



Item 6. Exhibits and Reports on Form 8-K



|(A) | Exhibits
|--- | --------



|     |  |                                                                                                                                                                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | First Amendment dated as of January 28, 2004 to the Third Amended and Restated Credit Agreement dated as of August 6, 2003 (incorporated herein by reference to the Companys Quarterly
Report on Form 10-Q for the quarter ended February 28, 2004, filed with the commission on April 13, 2004).
|     | 
|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).                                                                                                                           



|(B) | Reports on Form 8-K
|--- | -------------------



None.



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SIGNATURES



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



National Beef Packing Company, LLCBy:

/s/ JOHN R. MILLERJohn R. Miller Chief Executive Officer and Manager (Principal Executive Officer)By:

/s/ JAY D. NIELSENJay D. Nielsen Chief Financial Officer (Principal Financial and Accounting Officer)




Date: April 14, 2004



24