(2) Members’ Capital

The following table represents a reconciliation of Members’ Capital for the thirty-nine week period ended September 28, 2013 (thousands of dollars).


Balance at December 29, 2012	$	254,546
Allocation of net income for the thirty-nine week period ended September 28, 2013		5,403
Prior year excess distribution		862
Balance at September 28, 2013	$	260,811

For tax year 2012, USPB’s Board of Directors authorized the Company to make quarterly tax distributions to its unitholders to assist those that make quarterly estimated tax payments. USPB made one such distribution in April 2012, which was based on a conservative estimate of taxable income for the first quarter. The estimate for the quarter was ultimately higher than actual taxable income for the full year, which caused the Company to be over-distributed. USPB’s Board of Director’s directed management to offset future tax distributions by the amount of the over-distribution. The over-distribution also resulted in a violation of the terms of the Company’s Master Loan Agreement with CoBank. The Company informed CoBank of the over-distribution and CoBank waived the violation. The over-distribution is reflected as a receivable in Due From Affiliates on the Company’s Balance Sheets.