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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended May 29, 2005



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 333-111710



United Agri Products, Inc.

(Exact
Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 47-0621017                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|7251 W. 4thStreet, Greeley,
Colorado     |  | 80634     
|(Address of Principal Executive Offices) |  | (Zip Code)



(970) 356-4400

(Registrants Telephone Number, Including Area Code)



Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



Indicate by check mark whether the company (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 company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes   x    No ̈



Indicate
by check mark whether the company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No   x



|                                        |  |                            
|--------------------------------------- |  | ---------------------------
|Class                                   |  | Outstanding at July 6, 2005
|Common Stock, par value $1.00 per share |  | 1,000 shares               



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##### Table of Contents



TABLE OF CONTENTS



|                                                                                              |  |   
|--------------------------------------------------------------------------------------------- |  | --
|Part I. Financial Information                                                                 |  | 3 
|                                                                                              | 
|ITEM 1. FINANCIAL STATEMENTS                                                                  |  | 3 
|Report of Independent Registered Public Accounting Firm                                       |  | 3 
|Condensed Consolidated Balance Sheets                                                         |  | 4 
|Condensed Consolidated Statements of Earnings                                                 |  | 5 
|Condensed Consolidated Statements of Cash Flows                                               |  | 6 
|Condensed Consolidated Statement of Stockholders Equity                                      |  | 7 
|Notes to Condensed Consolidated Financial Statements                                          |  | 8 
|                                                                                              | 
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 22
|                                                                                              | 
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 29
|                                                                                              | 
|ITEM 4. CONTROLS AND PROCEDURES                                                               |  | 29
|                                                                                              | 
|Part II. Other Information                                                                    |  | 30
|                                                                                              | 
|ITEM 6. EXHIBITS                                                                              |  | 30
|                                                                                              | 
|SIGNATURES                                                                                    |  | 31



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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholder of United Agri Products, Inc.

Greeley, Colorado



We have reviewed the accompanying condensed consolidated balance sheets of United Agri
Products, Inc. and subsidiaries (the Company) as of May 29, 2005 and May 30, 2004, the related condensed consolidated statements of earnings and of cash flows for the 13-week period ended May 29, 2005 and the 14-week period ended May 30,
2004, and the condensed consolidated statement of stockholders equity for the thirteen week period ended May 29, 2005. These interim financial statements are the responsibility of the Companys management.



We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.



Based on our reviews, we are not aware of any
material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.



We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of United Agri Products, Inc. and subsidiaries as of February 27, 2005, and the related consolidated statements of earnings, stockholders equity, and cash flows for the year then
ended (not presented herein) and in our report dated May 27, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as
of February 27, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



DELOITTE & TOUCHE LLP



Denver, Colorado



July 5, 2005



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

UNAUDITED



|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|--------------------------------------------------------------------------------------------------------------- |  | ----------- | --------- | - | ---------------- | - | --------- | ----------- |  | - | --------- | -
|                                                                                                                |  | May 29,2005 |           |   | February 27,2005 |   |           | May 30,2004 | 
|ASSETS                                                                                                          |  |             |           |   |                  |   |           |             |  |   |           |  
|Current assets:                                                                                                 |  |             |           |   |                  |   |           |             |  |   |           |  
|Cash and cash equivalents                                                                                       |  | $           | 15,730    |   |                  | $ | 48,201    |             |  | $ | 26,593    |  
|Receivables, less allowance for doubtful accounts of $15,524, $13,749 and $27,881                               |  |             | 1,008,861 |   |                  |   | 235,175   |             |  |   | 896,057   |  
|Inventories                                                                                                     |  |             | 681,913   |   |                  |   | 697,134   |             |  |   | 594,079   |  
|Deferred income taxes                                                                                           |  |             | 21,223    |   |                  |   | 17,263    |             |  |   | 3,103     |  
|Vendor prepay                                                                                                   |  |             | 33,360    |   |                  |   | 149,010   |             |  |   | 32,243    |  
|Other current assets                                                                                            |  |             | 5,016     |   |                  |   | 7,310     |             |  |   | 10,489    |  
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Total current assets                                                                                            |  |             | 1,766,103 |   |                  |   | 1,154,093 |             |  |   | 1,562,564 |  
|Property, plant and equipment                                                                                   |  |             | 107,414   |   |                  |   | 104,745   |             |  |   | 102,607   |  
|Less accumulated depreciation                                                                                   |  |             | (17,876   | ) |                  |   | (15,080   | )           |  |   | (5,442    | )
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Property, plant and equipment, net                                                                              |  |             | 89,538    |   |                  |   | 89,665    |             |  |   | 97,165    |  
|Goodwill                                                                                                        |  |             | 34,645    |   |                  |   | 34,645    |             |  |   | 43,465    |  
|Intangible assets, net                                                                                          |  |             | 25,561    |   |                  |   | 25,894    |             |  |   | 6,705     |  
|Deferred income taxes                                                                                           |  |             | 1,196     |   |                  |   | 1,563     |             |  |   | 6,605     |  
|Debt issue costs, net                                                                                           |  |             | 16,767    |   |                  |   | 17,107    |             |  |   | 19,247    |  
|Investment in unconsolidated affiliates                                                                         |  |             | 3,360     |   |                  |   | 4,071     |             |  |   | 3,050     |  
|Other assets                                                                                                    |  |             | 643       |   |                  |   | 506       |             |  |   | (1,039    | )
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Total assets                                                                                                    |  | $           | 1,937,813 |   |                  | $ | 1,327,544 |             |  | $ | 1,737,762 |  
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                            |  |             |           |   |                  |   |           |             |  |   |           |  
|Current liabilities:                                                                                            |  |             |           |   |                  |   |           |             |  |   |           |  
|Short-term debt                                                                                                 |  | $           |          |   |                  | $ | 55        |             |  | $ | 42,123    |  
|Intercompany borrowings                                                                                         |  |             | 31,039    |   |                  |   | 25,287    |             |  |   | (133      | )
|Accounts payable                                                                                                |  |             | 1,217,686 |   |                  |   | 822,864   |             |  |   | 996,143   |  
|Other accrued liabilities                                                                                       |  |             | 205,269   |   |                  |   | 72,686    |             |  |   | 235,396   |  
|Income taxes payable                                                                                            |  |             | 35,379    |   |                  |   | 3,252     |             |  |   | 6,517     |  
|Deferred income taxes                                                                                           |  |             | 108       |   |                  |   | 108       |             |  |   | 8,709     |  
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Total current liabilities                                                                                       |  |             | 1,489,481 |   |                  |   | 924,252   |             |  |   | 1,288,755 |  
|Long-term debt                                                                                                  |  |             | 203,500   |   |                  |   | 203,500   |             |  |   | 225,000   |  
|Other non-current liabilities                                                                                   |  |             | 3,645     |   |                  |   | 2,871     |             |  |   | 5,646     |  
|Deferred income taxes                                                                                           |  |             | 23,156    |   |                  |   | 23,590    |             |  |   | 264       |  
|Commitments and contingencies (note 8)                                                                          |  |             |           |   |                  |   |           |             |  |   |           |  
|Stockholders equity:                                                                                           |  |             |           |   |                  |   |           |             |  |   |           |  
|Common stock, $1.00 par value, 100,000 shares authorized, 1,000, issued and outstanding for each date presented |  |             | 1         |   |                  |   | 1         |             |  |   | 1         |  
|Additional paid-in capital                                                                                      |  |             | 175,842   |   |                  |   | 175,842   |             |  |   | 179,999   |  
|Retained (deficit) earnings                                                                                     |  |             | 39,310    |   |                  |   | (5,802    | )           |  |   | 38,699    |  
|Accumulated other comprehensive income (loss)                                                                   |  |             | 2,878     |   |                  |   | 3,290     |             |  |   | (602      | )
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Stockholders equity                                                                                            |  |             | 218,031   |   |                  |   | 173,331   |             |  |   | 218,097   |  
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  
|Total liabilities and stockholders equity                                                                      |  | $           | 1,937,813 |   |                  | $ | 1,327,544 |             |  | $ | 1,737,762 |  
|                                                                                                                |  |             |           |   |                  |   |           |             |  |   |           |  



The accompanying notes
are an integral part of the condensed consolidated financial statements.



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in thousands, except earnings per share amounts)

UNAUDITED



|                                                         |  |                                   |           |   |                                   |   |           |  
|-------------------------------------------------------- |  | --------------------------------- | --------- | - | --------------------------------- | - | --------- | -
|                                                         |  | Thirteen Weeks Ended May 29, 2005 |           |   | Fourteen Weeks Ended May 30, 2004 |  
|Net sales                                                |  | $                                 | 1,356,910 |   |                                   | $ | 1,258,489 |  
|Costs and expenses:                                      |  |                                   |           |   |                                   |   |           |  
|Cost of goods sold                                       |  |                                   | 1,188,158 |   |                                   |   | 1,122,755 |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Gross profit                                             |  |                                   | 168,752   |   |                                   |   | 135,734   |  
|Selling, general and administrative expenses             |  |                                   | 85,623    |   |                                   |   | 82,811    |  
|Gain on sale of assets                                   |  |                                   | (18       | ) |                                   |   | (572      | )
|Royalties, service charges and other income and expenses |  |                                   | (7,784    | ) |                                   |   | (2,673    | )
|                                                         |  |                                   |           |   |                                   |   |           |  
|Operating income                                         |  |                                   | 90,931    |   |                                   |   | 56,168    |  
|Third party interest expense                             |  |                                   | 5,725     |   |                                   |   | 8,428     |  
|Finance related and other charges                        |  |                                   |          |   |                                   |   | 1,875     |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Income before income taxes                               |  |                                   | 85,206    |   |                                   |   | 45,865    |  
|Income tax expense                                       |  |                                   | 33,789    |   |                                   |   | 17,957    |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Net income                                               |  | $                                 | 51,417    |   |                                   | $ | 27,908    |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Earnings per share:                                      |  |                                   |           |   |                                   |   |           |  
|Basic                                                    |  | $                                 | 51,417.39 |   |                                   | $ | 27,908.00 |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Diluted                                                  |  | $                                 | 51,417.39 |   |                                   | $ | 27,908.00 |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Weighted average shares outstanding:                     |  |                                   |           |   |                                   |   |           |  
|Basic                                                    |  |                                   | 1,000     |   |                                   |   | 1,000     |  
|                                                         |  |                                   |           |   |                                   |   |           |  
|Diluted                                                  |  |                                   | 1,000     |   |                                   |   | 1,000     |  
|                                                         |  |                                   |           |   |                                   |   |           |  



The accompanying notes
are an integral part of the condensed consolidated financial statements.



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

UNAUDITED



|                                                                               |  |                                   |          |   |                                   |   |          |  
|------------------------------------------------------------------------------ |  | --------------------------------- | -------- | - | --------------------------------- | - | -------- | -
|                                                                               |  | Thirteen Weeks Ended May 29, 2005 |          |   | Fourteen Weeks Ended May 30, 2004 |  
|Operations                                                                     |  |                                   |          |   |                                   |   |          |  
|Net income                                                                     |  | $                                 | 51,417   |   |                                   | $ | 27,908   |  
|Adjustments to reconcile net income to net cash used for operating activities: |  |                                   |          |   |                                   |   |          |  
|Depreciation                                                                   |  |                                   | 2,845    |   |                                   |   | 3,501    |  
|Amortization of intangibles                                                    |  |                                   | 332      |   |                                   |   | 365      |  
|Amortization of debt issuance costs                                            |  |                                   | 991      |   |                                   |   | 827      |  
|Gain on sales of fixed assets                                                  |  |                                   | (18      | ) |                                   |   | (572     | )
|Deferred tax provision (benefit)                                               |  |                                   | (4,025   | ) |                                   |   | 11,039   |  
|Stock compensation                                                             |  |                                   | 173      |   |                                   |   |         |  
|Change in operating assets and liabilities:                                    |  |                                   | (110,606 | ) |                                   |   | (247,824 | )
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Net cash used in operations                                                    |  |                                   | (58,891  | ) |                                   |   | (204,756 | )
|Investing                                                                      |  |                                   |          |   |                                   |   |          |  
|Additions to property, plant and equipment                                     |  |                                   | (3,215   | ) |                                   |   | (3,890   | )
|Proceeds from sales of assets                                                  |  |                                   | 381      |   |                                   |   | 857      |  
|Investment in unconsolidated affiliates                                        |  |                                   | 711      |   |                                   |   | 908      |  
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Net cash used in investing activities                                          |  |                                   | (2,123   | ) |                                   |   | (2,125   | )
|Financing                                                                      |  |                                   |          |   |                                   |   |          |  
|Check float on zero balance accounts                                           |  |                                   | 23,621   |   |                                   |   | 19,437   |  
|Net borrowings of short-term debt                                              |  |                                   | (55      | ) |                                   |   | 42,204   |  
|Debt issuance costs                                                            |  |                                   | (650     | ) |                                   |   |         |  
|Due to (from) UAP Holding Corp.                                                |  |                                   | 5,752    |   |                                   |   | (133     | )
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Net cash provided by financing activities                                      |  |                                   | 28,668   |   |                                   |   | 61,508   |  
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Net change in cash and cash equivalents                                        |  |                                   | (32,346  | ) |                                   |   | (145,373 | )
|Net effect of exchange rates on cash and cash equivalents                      |  |                                   | (125     | ) |                                   |   | (19      | )
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Net change in cash and cash equivalents                                        |  |                                   | (32,471  | ) |                                   |   | (145,392 | )
|Cash and cash equivalents at beginning of period                               |  |                                   | 48,201   |   |                                   |   | 171,985  |  
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Cash and cash equivalents at end of period                                     |  | $                                 | 15,730   |   |                                   | $ | 26,593   |  
|                                                                               |  |                                   |          |   |                                   |   |          |  
|Supplemental disclosure of cash flow information:                              |  |                                   |          |   |                                   |   |          |  
|Cash paid during the period for interest                                       |  | $                                 | 797      |   |                                   | $ | 800      |  
|Net cash (refunded) paid during the period for income taxes                    |  | $                                 | (5,291   | ) |                                   | $ | 631      |  
|Dividend declared and payable to parent                                        |  | $                                 | 6,305    |   |                                   | $ |         |  



The accompanying notes
are an integral part of the condensed consolidated financial statements.



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(dollars in thousands)

UNAUDITED



|                                        |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  
|--------------------------------------- |  | ------------ | - | ------------------------ | - | ---------------- |  | - | ----------------------------------- | - |  | ------------------------ | ----- | - |  | - | ------- | -
|                                        |  | Common Stock |   | AdditionalPaid inCapital |   | RetainedEarnings |  |   | AccumulatedOtherComprehensiveIncome |   |  | TotalStockholdersEquity |      
|Thirteen Weeks Ended May 29, 2005       |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  
|Balance at February 27, 2005            |  | $            | 1 |                          | $ | 175,842          |  | $ | (5,802                              | ) |  | $                        | 3,290 |   |  | $ | 173,331 |  
|Dividends to stockholder                |  |              |  |                          |   |                 |  |   | (6,305                              | ) |  |                          |      |   |  |   | (6,305  | )
|Comprehensive income:                   |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  
|Net income                              |  |              |  |                          |   |                 |  |   | 51,417                              |   |  |                          |      |   |  |   | 51,417  |  
|Foreign currency translation adjustment |  |              |  |                          |   |                 |  |   |                                    |   |  |                          | (412  | ) |  |   | (412    | )
|                                        |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  
|Total comprehensive income              |  |              |  |                          |   |                 |  |   | 51,417                              |   |  |                          | (412  | ) |  |   | 51,005  |  
|                                        |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  
|Balance at May 29, 2005                 |  | $            | 1 |                          | $ | 175,842          |  | $ | 39,310                              |   |  | $                        | 2,878 |   |  | $ | 218,031 |  
|                                        |  |              |   |                          |   |                  |  |   |                                     |   |  |                          |       |   |  |   |         |  



The accompanying notes
are an integral part of the condensed consolidated financial statements.



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UNITED AGRI PRODUCTS, INC.



NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen-Week Period Ended May 29, 2005 and the Fourteen-Week Period Ended May
30, 2004



UNAUDITED



|1. | Description of the Business and Basis of Presentation
|-- | -----------------------------------------------------



Interim Financial Statements.The accompanying unaudited condensed consolidated financial statements of United Agri Products, Inc. (a wholly-owned
subsidiary of UAP Holding Corp.) and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and reflect all adjustments
(consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. These financial statements should be read in
conjunction with the consolidated and combined financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended February 27, 2005.



Business.We are the largest distributor of agricultural and non-crop inputs in the United States and Canada. We market
a comprehensive line of products including chemicals, seed and fertilizer to growers and regional dealers. We have approximately 330 general distribution centers and sales locations. We also have three formulation facilities where we blend products
primarily for sale by our distribution facilities.



On November 24, 2003,
Apollo Management, L.P. (Apollo), UAP Holding Corp. and ConAgra Foods consummated a transaction in which UAP Holding Corp. acquired ConAgra Foods United States and Canadian Agricultural Products Businesses, excluding its wholesale
fertilizer and other international crop distribution businesses, which we refer to as the Acquisition. On November 29, 2004, UAP Holding Corp. consummated the initial public offering of its common stock, (the Common Stock
Offering) which is traded under the symbol UAPH on the NASDAQ National Market.



Principles of Consolidation.The consolidated financial statements include our accounts and the accounts of all our wholly-owned subsidiaries. Significant intercompany balances and transactions
have been eliminated. Investments in 50% or less owned affiliates over which we do not have the ability to exercise significant control are accounted for using the equity method. During the reported periods, we did not have any less than 20%
owned investments in affiliates accounted for under the equity method.



Fiscal Year.Our fiscal year operates on a 52- or 53-week period ending on the last Sunday in February. Our fiscal year 2006 contains 52 weeks while our fiscal year 2005 contained 53 weeks. The additional week in fiscal
year 2005 was included in the first quarter.



Seasonality.Our and our customers businesses are seasonal, based upon the planting, growing, and harvesting cycles. During fiscal 2005 and 2004, at least 75% of our net sales occurred during the first and second fiscal quarters of each year because of
the condensed nature of the planting season. As a result of the seasonality of sales, we experience significant fluctuations in our revenues, income and net working capital levels. In addition, weather conditions can significantly vary quarterly
results.



Since our suppliers typically operate on a crop year, which is a
different year than our fiscal year, our rebate agreements with our suppliers are estimated throughout the year and adjusted, as necessary, in our fourth fiscal quarter. These estimates can impact our margin percentages by quarter. Also, our
receivables are seasonal since customers operate on a crop year and payments are cyclical throughout the year. Accordingly, our results of operations over any one quarter are not necessarily indicative of the results to be expected over the
full fiscal year.



Use of Estimates.The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates or assumptions affect reported amounts of assets,
liabilities, revenue and expenses as reflected in the financial statements. Actual results could differ from those estimates and the differences could be material.



Earnings Per Share.Earnings per share are based on the weighted average number of shares of common stock outstanding
during the period. For the thirteen weeks ended May 29, 2005, and the fourteen weeks ended May 30,



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2004, the weighted average number of shares outstanding for both the basic and diluted earnings per share calculation was 1,000.



|                                                                                               |  |                                                          |           |                                  |   |          
|---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------- | --------- | -------------------------------- | - | ---------
|                                                                                               |  | Thirteen WeeksEnded May 29, 2005                         |           | Fourteen WeeksEnded May 30, 2004
|                                                                                               |  | (dollars in thousands, except earningsper share amounts)
|Earnings per share                                                                             |  |                                                          |           |                                  |   |          
|Net income                                                                                     |  | $                                                        | 51,417    |                                  | $ | 27,908   
|                                                                                               |  |                                                          |           |                                  |   |          
|Weighted average shares of common stock outstanding used in computing basic earnings per share |  |                                                          | 1,000     |                                  |   | 1,000    
|                                                                                               |  |                                                          |           |                                  |   |          
|Weighted average shares of common stock used in computing diluted earnings per share           |  |                                                          | 1,000     |                                  |   | 1,000    
|                                                                                               |  |                                                          |           |                                  |   |          
|Basic and diluted earnings per share                                                           |  | $                                                        | 51,417.39 |                                  | $ | 27,908.00
|                                                                                               |  |                                                          |           |                                  |   |          



Stock Based
Compensation.We account for employee stock option plans in accordance with Accounting Principles Board Opinion No 25, Accounting for Stock Issued to Employees. Accordingly, no stock based compensation expense is reflected
in net income, as options granted under these plans have an exercise price equal to the market value of the underlying common stock on the date of the grant.



The impact on our net income if we complied with SFAS No. 123R, Share-Based Payment would be as follows:



|                                                                                                                          |  |                                                          |           |                                 |   |          
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------- | --------- | ------------------------------- | - | ---------
|                                                                                                                          |  | Thirteen WeeksEnded May 29, 2005                         |           | Fourteen WeeksEndedMay 30, 2004
|                                                                                                                          |  | (dollars in thousands, except earningsper share amounts)
|Stock-Based Compensation                                                                                                  |  |                                                          |           |                                 |   |          
|Net income as reported                                                                                                    |  | $                                                        | 51,417    |                                 | $ | 27,908   
|Less: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax |  |                                                          | 12        |                                 |   | 36       
|                                                                                                                          |  |                                                          |           |                                 |   |          
|Pro forma net income                                                                                                      |  | $                                                        | 51,405    |                                 | $ | 27,872   
|                                                                                                                          |  |                                                          |           |                                 |   |          
|Basic and diluted earnings per share:                                                                                     |  |                                                          |           |                                 |   |          
|As reported                                                                                                               |  | $                                                        | 51,417.39 |                                 | $ | 27,908.00
|Pro forma                                                                                                                 |  | $                                                        | 51,405.51 |                                 | $ | 27,872.00



Reclassifications.Certain prior period amounts in the consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications had no net impact on previously reported results of operations. We reclassed
royalties, service charges, other income and expenses and finance related and other charges which were previously included in other income and selling, general and administrative expenses.



|2. | Royalties, Service Charges and Other Income and Expenses
|-- | --------------------------------------------------------



The table below details thirteen weeks ended May 29, 2005, and the fourteen weeks ended May 30, 2004:



|                                                         |  |                                 |        |   |                                 |   |        |  
|-------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------- | - | ------ | -
|                                                         |  | Thirteen WeeksEndedMay 29, 2005 |        |   | Fourteen WeeksEndedMay 30, 2004 |  
|                                                         |  | (dollars in thousands)          |       
|Royalties, service charges and other income and expenses |  |                                 |        |   |                                 |   |        |  
|Royalty income                                           |  | $                               | (4,625 | ) |                                 | $ | (2,097 | )
|Service charge income                                    |  |                                 | (1,396 | ) |                                 |   | (971   | )
|Other (income) expenses                                  |  |                                 | (1,763 | ) |                                 |   | 395    |  
|                                                         |  |                                 |        |   |                                 |   |        |  
|Royalties, service charges and other income and expenses |  | $                               | (7,784 | ) |                                 | $ | (2,673 | )
|                                                         |  |                                 |        |   |                                 |   |        |  



9



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|3. | Finance Related and Other Charges
|-- | ---------------------------------



Finance related and other charges are composed of costs and fees related to the Acquisition, the Common Stock Offering, and related financing activities. For the fourteen
weeks ended May 30, 2004, these charges consisted of $1.9 million relating to the non-accountable charges paid to ConAgra Foods relating to the Acquisition.



|4. | Certain Asset Accounts
|-- | ----------------------



Receivables and Allowance for Doubtful Accounts.Our receivables include receivables from customers net of allowances for doubtful accounts, vendor rebates
receivable, and miscellaneous receivables. As of May 29, 2005, February 27, 2005, and May 30, 2004, the net receivables from customers were $872.2 million, $192.5 million, and $772.7 million, respectively, vendor rebates receivable were $121.8
million, $23.2 million, and $102.9 million, respectively, and miscellaneous receivables were $14.9 million, $19.5 million, and $20.5 million, respectively. As of May 29, 2005, February 27, 2005, and May 30, 2004, the allowance for doubtful accounts
totaled, $15.5 million, $13.7 million, and $27.9 million, respectively.



Inventories.Inventories consist primarily of chemicals, fertilizers and seed, and are carried at the lower of cost or market. As of May 29, 2005, February 27, 2005, and May 30, 2004, we had $15.8 million, $25.8 million, and
$16.1 million, respectively, of allowances against inventory.



The cost of
inventory at distribution locations is carried either at average cost or first in, first out (FIFO). As of May 29, 2005, February 27, 2005, and May 30, 2004, approximately 32.4%, 23.5%, and 9.9%, respectively, of inventory was reported on the
average cost basis.



Inventories are comprised of the following:



|                                  |  |                        |         |                  |   |             |  |   |        
|--------------------------------- |  | ---------------------- | ------- | ---------------- | - | ----------- |  | - | -------
|                                  |  | May 29,2005            |         | February 27,2005 |   | May 30,2004
|                                  |  | (dollars in thousands)
|Product inventories               |  |                        |         |                  |   |             |  |   |        
|Raw materials and work in process |  | $                      | 9,697   |                  | $ | 12,827      |  | $ | 10,189 
|Finished goods                    |  |                        | 672,216 |                  |   | 684,307     |  |   | 583,890
|                                  |  |                        |         |                  |   |             |  |   |        
|Total                             |  | $                      | 681,913 |                  | $ | 697,134     |  | $ | 594,079
|                                  |  |                        |         |                  |   |             |  |   |        



Goodwill.At May
29, 2005, February 27, 2005, and May 30, 2004, goodwill totaled $34.6 million, $34.6 million and $43.5 million, respectively, with no amortization. During the third quarter of fiscal 2005, we finalized the Acquisition purchase price allocation with
the assistance of a third party valuation of certain intangible assets that had been categorized as goodwill.



Debt Issuance Costs. Our debt issuance costs net of amortization were $16.8 million, $17.1 million, and $19.2 million as of May 29, 2005, February 27, 2005, and May 30, 2004, respectively. Our debt
issuance costs consisted of costs associated with our revolving credit facility and the 81⁄4% Senior Notes due 2011 (the 81⁄4% Senior Notes). Debt issuance costs of $0.6 million were recognized in the thirteen week period ended May
29, 2005, for the exchange offer relating to the 81⁄4% Senior Notes.



|5. | Costs Associated with Asset Retirement Obligations
|-- | --------------------------------------------------



We had Asset Retirement Obligations related to SFAS No. 143, Accounting for Asset Retirement Obligations.



|                             |  |                                           |       |   |                                      |   |       |                                           |  |   |       |  
|---------------------------- |  | ----------------------------------------- | ----- | - | ------------------------------------ | - | ----- | ----------------------------------------- |  | - | ----- | -
|                             |  | As of the thirteenweeks endedMay 29, 2005 |       |   | As of theyear endedFebruary 27, 2005 |   |       | As of the fourteenweeks endedMay 30, 2004 | 
|                             |  | (dollars in thousands)                    |      
|Asset Retirement Obligations |  |                                           |       |   |                                      |   |       |                                           |  |   |       |  
|Beginning balance            |  | $                                         | 2,411 |   |                                      | $ | 2,343 |                                           |  | $ | 2,343 |  
|Obligations incurred         |  |                                           |      |   |                                      |   |      |                                           |  |   |      |  
|Obligations settled          |  |                                           |      |   |                                      |   | (74   | )                                         |  |   |      |  
|Accretion expense            |  |                                           | 22    |   |                                      |   | 115   |                                           |  |   | 91    |  
|Cash flow revision           |  |                                           | (4    | ) |                                      |   | 27    |                                           |  |   | (22   | )
|                             |  |                                           |       |   |                                      |   |       |                                           |  |   |       |  
|Ending Balance               |  | $                                         | 2,429 |   |                                      | $ | 2,411 |                                           |  | $ | 2,412 |  
|                             |  |                                           |       |   |                                      |   |       |                                           |  |   |       |  



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|6. | Income Taxes
|-- | ------------



We file a consolidated return with UAP Holding Corp. If we were to have filed as a stand alone company, our income tax provision for the thirteen weeks ended May 29, 2005, and the fourteen weeks ended May 30, 2004
would have been as follows:



|                            |  |                                 |        |                                 |   |        |  
|--------------------------- |  | ------------------------------- | ------ | ------------------------------- | - | ------ | -
|                            |  | Thirteen WeeksEndedMay 29, 2005 |        | Fourteen WeeksEndedMay 30, 2004 |  
|                            |  | (dollars in thousands)          |       
|U.S. federal statutory rate |  | $                               | 29,822 |                                 | $ | 16,053 |  
|State income taxes          |  |                                 | 3,775  |                                 |   | 2,032  |  
|Foreign credits and other   |  |                                 | 192    |                                 |   | (128   | )
|                            |  |                                 |        |                                 |   |        |  
|Total                       |  | $                               | 33,789 |                                 | $ | 17,957 |  
|                            |  |                                 |        |                                 |   |        |  



|7. | Debt
|-- | ----



Total long-term debt as of May 29, 2005, February 27, 2005, and May 30, 2004, consisted of the following:



|                          |  |                        |         |                  |   |             |  |   |        
|------------------------- |  | ---------------------- | ------- | ---------------- | - | ----------- |  | - | -------
|                          |  | May 29,2005            |         | February 27,2005 |   | May 30,2004
|                          |  | (dollars in thousands)
|Total debt                |  |                        |         |                  |   |             |  |   |        
|Revolving credit facility |  | $                      |        |                  | $ | 55          |  | $ | 42,123 
|81⁄4% Senior Notes          |  |                        | 203,500 |                  |   | 203,500     |  |   | 225,000
|                          |  |                        |         |                  |   |             |  |   |        
|Total                     |  |                        | 203,500 |                  |   | 203,555     |  |   | 267,123
|Less: current portion     |  |                        |         |                  |   |             |  |   |        
|Revolving credit facility |  |                        |        |                  |   | 55          |  |   | 42,123 
|                          |  |                        |         |                  |   |             |  |   |        
|Total long term           |  | $                      | 203,500 |                  | $ | 203,500     |  | $ | 225,000
|                          |  |                        |         |                  |   |             |  |   |        



Our $500.0 million asset based
revolving credit facility has a five-year term and will mature in 2008. At May 29, 2005, there was $500.0 million of borrowing availability under the revolving credit facility and we had borrowing capacity thereunder of $475.8 million (after giving
effect to $24.2 million of letters of credit under the sub-facility).



On
December 29, 2004, $21.5 million of the 81⁄4% Senior Notes were redeemed with proceeds from the Common Stock Offering. In addition, we may redeem some or all of the remaining 81⁄4% Senior Notes at a redemption price that may include a
redemption premium and a make-whole premium.



|8. | Commitments and Contingencies
|-- | -----------------------------



We are a party to a number of lawsuits and claims arising out of the operation of our businesses. After taking into account liabilities recorded, management believes the
ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations or liquidity.



|9. | Employee Benefit Plans
|-- | ----------------------



Management Incentive Program.We have a management incentive plan for key officers and employees, based on growth, profitability, individual performance of
each operating center and key performance metrics. Amounts charged to expense totaled $19.3 million and $19.2 million for the thirteen weeks ended May 29, 2005, and the fourteen weeks ended May 30, 2004, respectively.



Retirement Program for Canadian Employees.United Agri Products Canada, Inc.,
(UAP Canada) one of our subsidiaries, currently has two retirement plans for employees of UAP Canada. They are eligible to participate in these plans after completing one year of service. One plan is an optional RRSP/DPSD Defined Contribution plan.
UAP Canada matches 50% of an employees first 6% of contributions to the plan.



The second plan is a Defined Benefit plan. UAP Canada is responsible for funding this plan and is currently contributing at a rate of 5.95% of payroll. Benefits are based on years of credited service and average compensation



11



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in the last 5 years of service. We assumed the plan assets and obligations of the UAP Canada pension plan as reported under the Predecessor. Components of
the UAP Canada pension plan are reported below.



The change in pension benefit
costs is as follows:



|                                                   |  |                                 |     |   |                                   |   |     |  
|-------------------------------------------------- |  | ------------------------------- | --- | - | --------------------------------- | - | --- | -
|                                                   |  | Thirteen WeeksEndedMay 29, 2005 |     |   | Fourteen Weeks Ended May 30, 2004 |  
|                                                   |  | (dollars in thousands)          |    
|Pension benefit costs                              |  |                                 |     |   |                                   |   |     |  
|Service cost for benefits earned during the period |  | $                               | 69  |   |                                   | $ | 107 |  
|Interest cost on benefit obligations               |  |                                 | 35  |   |                                   |   | 51  |  
|Assumed return on plan assets                      |  |                                 | (28 | ) |                                   |   | (47 | )
|Recognized net actuarial loss                      |  |                                 |    |   |                                   |   |    |  
|                                                   |  |                                 |     |   |                                   |   |     |  
|Total pension benefit costs                        |  | $                               | 76  |   |                                   | $ | 111 |  
|                                                   |  |                                 |     |   |                                   |   |     |  



|10. | Equity
|--- | ------



Stock Options. Certain of our management, directors, and employees participate in UAP Holding Corp.s stock option plans. The changes in the outstanding stock options under the two stock option
plans during the thirteen weeks ended May 29, 2005, and the fourteen weeks ended May 30, 2004, are summarized below:



|                             |  |                         |  |                                         |     
|---------------------------- |  | ----------------------- |  | --------------------------------------- | ----
|                             |  | Shares subjectto option |  | Weighted-averageExerciseprice per share
|Stock options                |  |                         |  |                                         |     
|Balance at February 27, 2005 |  | 3,359,535               |  | $                                       | 2.56
|Granted                      |  |                        |  |                                         |     
|Exercised                    |  |                        |  |                                         |     
|Forfeited / lapsed           |  |                        |  |                                         |     
|                             |  |                         |  |                                         |     
|Balance at May 29, 2005      |  | 3,359,535               |  | $                                       | 2.56
|                             |  |                         |  |                                         |     
|Vested at May 29, 2005       |  | 2,541,827               |  | $                                       | 2.56
|                             |  |                         |  |                                         |     
|Balance at February 22, 2004 |  | 2,789,115               |  | $                                       | 2.56
|Granted                      |  | 629,047                 |  | $                                       | 2.56
|Exercised                    |  |                        |  |                                         |     
|Forfeited / lapsed           |  |                        |  |                                         |     
|                             |  |                         |  |                                         |     
|Balance at May 30, 2004      |  | 3,418,162               |  | $                                       | 2.56
|                             |  |                         |  |                                         |     
|Vested at May 30, 2004       |  | 351,762                 |  | $                                       | 2.56
|                             |  |                         |  |                                         |     



Deferred Compensation
Plans. UAP Holding Corp. maintains two deferred compensation plans for the benefit of certain members of our management, the 2003 Deferred Compensation Plan (the 2003 DCP), which was adopted in connection with the Acquisition and
the 2004 Deferred Compensation Plan (the 2004 DCP), which was adopted on April 2, 2004. The 2003 DCP provides for the crediting of deferred shares for each executive who entered into a retention agreement at the time of the Acquisition.
The 2004 DCP provides for the crediting of deferred shares for each member of management who waived the right to receive a portion of their cash bonus for the 2004 fiscal year. Each deferred share represents the right to receive one share of common
stock on the applicable payment date, subject to adjustment in the event of a stock split or similar event affecting UAP Holding Corp.s common stock. Deferred shares become payable upon a termination of the executives employment, certain
changes in control of UAP Holding Corp. and certain offerings of UAP Holding Corp.s common stock (based upon certain piggyback rights contained in the Management Incentive Agreement). The plans prohibit the assignment of the deferred shares
except upon an executives death. UAP Holding Corp. established a trust (the Rabbi Trust) to hold the assets of the 2003 DCP and the 2004 DCP. The assets of the Rabbi Trust are subject to the claims of UAP Holding Corp.s
creditors in the event of UAP Holding Corp.s insolvency. As of May 29, 2005, there were 1,883,466 shares of UAP Holding Corp. common stock remaining in the Rabbi Trust.



Dividends Declared.On April 29, 2005, UAP Holding Corp.s board of directors declared a quarterly dividend on its
common stock in the amount of $0.125 per share of common stock. The record date for the dividend payment was May 13, 2005, and the payment date was June 1, 2005. Also on April 29, 2005, our board declared a dividend



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on our common stock of $6.3 million to provide UAP Holding Corp. with the funds necessary to pay the dividend on June 1, 2005.



Long-Term Incentive Plan. On April 8, 2005, 246,975 UAP Holding Corp.
restricted stock units were granted to certain employees and management pursuant to UAP Holding Corp.s 2004 Long-Term Incentive Plan. The restricted stock units vest ratably over four years, 25% on each of the four anniversaries of the grant
date. We recorded $0.2 million as compensation expense for the period ended May 29, 2005. On April 29, 2005, our board granted 2,500 restricted stock units to one of our directors. These restricted stock units vested immediately and were converted
to common stock of UAP Holding Corp.



On April 29, 2005, UAP Holding
Corp.s board of directors adopted a directors deferred compensation plan (the Director DCP). The Director DCP allows non-employee directors to elect to defer payment of all or a portion of their fees and have such amounts credited
under the plan in the form of deferred shares. UAP Holding Corp.s board of directors (or its compensation committee) may also grant its non-employee directors deferred shares under the Director DCP. Each deferred share represents the right to
receive one share of common stock on the applicable payment date, subject to adjustment in the event of a stock split or similar event affecting UAP Holding Corp.s common stock. Deferred shares become payable immediately upon a termination of
the directors service. Shares delivered under the Director DCP in respect of an award of deferred shares are charged against the share limits of the 2004 Plan. The Director DCP prohibits the assignment of the deferred shares except upon a
directors death. There were no restricted stock units outstanding under the director plan as of May 29, 2005.



|11. | Business Segment and Related Information
|--- | ----------------------------------------



We operate in one segment. Net sales by geographical area are based on the location of the facility producing the sales. Net sales and long-lived assets by geographical
area are as follows:



|              |  |                                 |           |                                   |   |          
|------------- |  | ------------------------------- | --------- | --------------------------------- | - | ---------
|              |  | Thirteen WeeksEndedMay 29, 2005 |           | Fourteen Weeks Ended May 30, 2004
|              |  | (dollars in thousands)         
|Net sales     |  |                                 |           |                                   |   |          
|United States |  | $                               | 1,322,500 |                                   | $ | 1,226,589
|Canada        |  |                                 | 34,410    |                                   |   | 31,900   
|              |  |                                 |           |                                   |   |          
|Total         |  | $                               | 1,356,910 |                                   | $ | 1,258,489
|              |  |                                 |           |                                   |   |          



|                  |  |                        |         |                  |   |             |  |   |        
|----------------- |  | ---------------------- | ------- | ---------------- | - | ----------- |  | - | -------
|                  |  | May 29,2005            |         | February 27,2005 |   | May 30,2004
|                  |  | (dollars in thousands)
|Long-lived assets |  |                        |         |                  |   |             |  |   |        
|United States     |  | $                      | 167,884 |                  | $ | 169,353     |  | $ | 171,325
|Canada            |  |                        | 3,826   |                  |   | 4,098       |  |   | 3,873  
|                  |  |                        |         |                  |   |             |  |   |        
|Total             |  | $                      | 171,710 |                  | $ | 173,451     |  | $ | 175,198
|                  |  |                        |         |                  |   |             |  |   |        



Net sales by product category are as
follows:



|                              |  |                                   |           |                                 |   |          
|----------------------------- |  | --------------------------------- | --------- | ------------------------------- | - | ---------
|                              |  | Thirteen Weeks Ended May 29, 2005 |           | Fourteen WeeksEndedMay 30, 2004
|                              |  | (dollars in thousands)           
|Net sales by product category |  |                                   |           |                                 |   |          
|Chemicals                     |  | $                                 | 723,540   |                                 | $ | 724,095  
|Fertilizer                    |  |                                   | 336,427   |                                 |   | 280,733  
|Seed                          |  |                                   | 276,298   |                                 |   | 233,611  
|Other                         |  |                                   | 20,645    |                                 |   | 20,050   
|                              |  |                                   |           |                                 |   |          
|Total                         |  | $                                 | 1,356,910 |                                 | $ | 1,258,489
|                              |  |                                   |           |                                 |   |          



Long-lived assets consist of property,
plant and equipment net of depreciation, goodwill, intangible assets net of amortization, deferred income taxes, debt issuance costs net of amortization, investment in unconsolidated affiliates, and other assets. Long-lived assets by geographical
area are based on the location of our facilities.



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|12. | Guarantor/Non-Guarantor Financial Information
|--- | ---------------------------------------------



The 81⁄4% Senior Notes issued by the Company are fully and unconditionally guaranteed on a joint and several basis pursuant to guarantees by all of the Companys
domestic subsidiaries (the Guarantors), except as noted below. Each of the Companys direct and indirect subsidiaries is 100% owned by the Company. The 81⁄4% Senior Notes are not guaranteed by UAP Holding Corp., and the Canadian
distribution businesses. Condensed consolidating financial information for the Guarantors and the Non-Guarantors, excluding UAP Holding Corp., is as follows:



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

May 29, 2005

(dollars in thousands)

UNAUDITED



|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|-------------------------------------------------------------------------------------- |  | ------------------------ | ------- | ---------- | - | --------- | ------------------------------------------ |  | - | ---------------------------------------------- | - |  | ----- | -------- | - |  | - | --------- | -
|                                                                                       |  | United AgriProducts,Inc. |         | Guarantors |   |           | CanadianDistributionBusinessNon-Guarantors |  |   | Other Non-Guarantor /Eliminations /Adjustments |   |  | Total |         
|ASSETS                                                                                 |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current assets:                                                                        |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Cash and cash equivalents                                                              |  | $                        |        |            | $ | 13,848    |                                            |  | $ | 1,882                                          |   |  | $     |         |   |  | $ | 15,730    |  
|Receivables, net                                                                       |  |                          |        |            |   | 976,308   |                                            |  |   | 32,553                                         |   |  |       |         |   |  |   | 1,008,861 |  
|Inventories                                                                            |  |                          |        |            |   | 654,909   |                                            |  |   | 27,004                                         |   |  |       |         |   |  |   | 681,913   |  
|Deferred income taxes                                                                  |  |                          |        |            |   | 20,861    |                                            |  |   | 362                                            |   |  |       |         |   |  |   | 21,223    |  
|Vendor prepay                                                                          |  |                          |        |            |   | 33,360    |                                            |  |   |                                               |   |  |       |         |   |  |   | 33,360    |  
|Other current assets                                                                   |  |                          |        |            |   | 4,200     |                                            |  |   | 816                                            |   |  |       |         |   |  |   | 5,016     |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current assets                                                                   |  |                          |        |            |   | 1,703,486 |                                            |  |   | 62,617                                         |   |  |       |         |   |  |   | 1,766,103 |  
|Property, plant and equipment                                                          |  |                          |        |            |   | 103,320   |                                            |  |   | 4,094                                          |   |  |       |         |   |  |   | 107,414   |  
|Less accumulated depreciation                                                          |  |                          |        |            |   | (17,376   | )                                          |  |   | (500                                           | ) |  |       |         |   |  |   | (17,876   | )
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Property, plant and equipment, net                                                     |  |                          |        |            |   | 85,944    |                                            |  |   | 3,594                                          |   |  |       |         |   |  |   | 89,538    |  
|Goodwill                                                                               |  |                          |        |            |   | 34,645    |                                            |  |   |                                               |   |  |       |         |   |  |   | 34,645    |  
|Intangible assets, net                                                                 |  |                          |        |            |   | 25,561    |                                            |  |   |                                               |   |  |       |         |   |  |   | 25,561    |  
|Deferred income taxes                                                                  |  |                          |        |            |   | 964       |                                            |  |   | 232                                            |   |  |       |         |   |  |   | 1,196     |  
|Debt issue costs, net                                                                  |  |                          | 16,767  |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 16,767    |  
|Investment in unconsolidated affiliates                                                |  |                          |        |            |   | 3,360     |                                            |  |   |                                               |   |  |       |         |   |  |   | 3,360     |  
|Investment in affiliates                                                               |  |                          | 425,151 |            |   |          |                                            |  |   |                                               |   |  |       | (425,151 | ) |  |   |          |  
|Other assets                                                                           |  |                          |        |            |   | 643       |                                            |  |   |                                               |   |  |       |         |   |  |   | 643       |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total assets                                                                           |  | $                        | 441,918 |            | $ | 1,854,603 |                                            |  | $ | 66,443                                         |   |  | $     | (425,151 | ) |  | $ | 1,937,813 |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                   |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current liabilities:                                                                   |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Intercompany borrowings                                                                |  | $                        | 14,082  |            | $ | 14,454    |                                            |  | $ | 2,503                                          |   |  | $     |         |   |  | $ | 31,039    |  
|Accounts payable                                                                       |  |                          |        |            |   | 1,193,687 |                                            |  |   | 23,999                                         |   |  |       |         |   |  |   | 1,217,686 |  
|Other accrued liabilities                                                              |  |                          | 6,305   |            |   | 195,828   |                                            |  |   | 3,136                                          |   |  |       |         |   |  |   | 205,269   |  
|Income taxes payable                                                                   |  |                          |        |            |   | 30,418    |                                            |  |   | 4,961                                          |   |  |       |         |   |  |   | 35,379    |  
|Deferred income taxes                                                                  |  |                          |        |            |   | 108       |                                            |  |   |                                               |   |  |       |         |   |  |   | 108       |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current liabilities                                                              |  |                          | 20,387  |            |   | 1,434,495 |                                            |  |   | 34,599                                         |   |  |       |         |   |  |   | 1,489,481 |  
|Long-term debt                                                                         |  |                          | 203,500 |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 203,500   |  
|Other non-current liabilities                                                          |  |                          |        |            |   | 3,645     |                                            |  |   |                                               |   |  |       |         |   |  |   | 3,645     |  
|Deferred income taxes                                                                  |  |                          |        |            |   | 23,156    |                                            |  |   |                                               |   |  |       |         |   |  |   | 23,156    |  
|Commitments and contingencies (note 8)                                                 |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity:                                                                  |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Common stock, $1.00 par value, 100,000 shares authorized, 1,000 issued and outstanding |  |                          | 1       |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 1         |  
|Additional paid-in capital                                                             |  |                          | 175,842 |            |   | 289,574   |                                            |  |   | 22,834                                         |   |  |       | (312,408 | ) |  |   | 175,842   |  
|Retained (deficit) earnings                                                            |  |                          | 39,310  |            |   | 103,733   |                                            |  |   | 6,125                                          |   |  |       | (109,858 | ) |  |   | 39,310    |  
|Accumulated other comprehensive income (loss)                                          |  |                          | 2,878   |            |   |          |                                            |  |   | 2,885                                          |   |  |       | (2,885   | ) |  |   | 2,878     |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity                                                                   |  |                          | 218,031 |            |   | 393,307   |                                            |  |   | 31,844                                         |   |  |       | (425,151 | ) |  |   | 218,031   |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total liabilities and stockholders equity                                             |  | $                        | 441,918 |            | $ | 1,854,603 |                                            |  | $ | 66,443                                         |   |  | $     | (425,151 | ) |  | $ | 1,937,813 |  
|                                                                                       |  |                          |         |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  





15



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##### Table of Contents

UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

February 27, 2005

(dollars in thousands)

UNAUDITED



|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|-------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------- | - | --------- | ------------------------------------------ |  | - | ---------------------------------------------- | - |  | ----- | -------- | - |  | - | --------- | -
|                                                                                       |  | United AgriProducts,Inc. |         |   | Guarantors |   |           | CanadianDistributionBusinessNon-Guarantors |  |   | Other Non-Guarantor /Eliminations /Adjustments |   |  | Total |         
|ASSETS                                                                                 |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current assets:                                                                        |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Cash and cash equivalents                                                              |  | $                        |        |   |            | $ | 37,430    |                                            |  | $ | 10,771                                         |   |  | $     |         |   |  | $ | 48,201    |  
|Receivables, net                                                                       |  |                          |        |   |            |   | 228,158   |                                            |  |   | 7,017                                          |   |  |       |         |   |  |   | 235,175   |  
|Inventories                                                                            |  |                          |        |   |            |   | 668,973   |                                            |  |   | 28,161                                         |   |  |       |         |   |  |   | 697,134   |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 16,896    |                                            |  |   | 367                                            |   |  |       |         |   |  |   | 17,263    |  
|Vendor prepay                                                                          |  |                          |        |   |            |   | 149,010   |                                            |  |   |                                               |   |  |       |         |   |  |   | 149,010   |  
|Other current assets                                                                   |  |                          | 3,282   |   |            |   | 2,059     |                                            |  |   | 1,969                                          |   |  |       |         |   |  |   | 7,310     |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current assets                                                                   |  |                          | 3,282   |   |            |   | 1,102,526 |                                            |  |   | 48,285                                         |   |  |       |         |   |  |   | 1,154,093 |  
|Property, plant and equipment                                                          |  |                          |        |   |            |   | 100,434   |                                            |  |   | 4,311                                          |   |  |       |         |   |  |   | 104,745   |  
|Less accumulated depreciation                                                          |  |                          |        |   |            |   | (14,632   | )                                          |  |   | (448                                           | ) |  |       |         |   |  |   | (15,080   | )
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Property, plant and equipment, net                                                     |  |                          |        |   |            |   | 85,802    |                                            |  |   | 3,863                                          |   |  |       |         |   |  |   | 89,665    |  
|Goodwill                                                                               |  |                          |        |   |            |   | 34,645    |                                            |  |   |                                               |   |  |       |         |   |  |   | 34,645    |  
|Intangible assets, net                                                                 |  |                          |        |   |            |   | 25,894    |                                            |  |   |                                               |   |  |       |         |   |  |   | 25,894    |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 1,328     |                                            |  |   | 235                                            |   |  |       |         |   |  |   | 1,563     |  
|Debt issue costs, net                                                                  |  |                          | 17,107  |   |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 17,107    |  
|Investment in unconsolidated affiliates                                                |  |                          |        |   |            |   | 4,071     |                                            |  |   |                                               |   |  |       |         |   |  |   | 4,071     |  
|Investment in affiliates                                                               |  |                          | 373,549 |   |            |   |          |                                            |  |   |                                               |   |  |       | (373,549 | ) |  |   |          |  
|Other assets                                                                           |  |                          |        |   |            |   | 506       |                                            |  |   |                                               |   |  |       |         |   |  |   | 506       |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total assets                                                                           |  | $                        | 393,938 |   |            | $ | 1,254,772 |                                            |  | $ | 52,383                                         |   |  | $     | (373,549 | ) |  | $ | 1,327,544 |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                   |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current liabilities:                                                                   |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Short-term debt                                                                        |  | $                        |        |   |            | $ | 55        |                                            |  | $ |                                               |   |  | $     |         |   |  | $ | 55        |  
|Intercompany borrowings                                                                |  |                          | 17,107  |   |            |   | 1,585     |                                            |  |   | 6,595                                          |   |  |       |         |   |  |   | 25,287    |  
|Accounts payable                                                                       |  |                          |        |   |            |   | 812,148   |                                            |  |   | 10,716                                         |   |  |       |         |   |  |   | 822,864   |  
|Other accrued liabilities                                                              |  |                          |        |   |            |   | 70,652    |                                            |  |   | 2,034                                          |   |  |       |         |   |  |   | 72,686    |  
|Income taxes payable                                                                   |  |                          |        |   |            |   |          |                                            |  |   | 3,252                                          |   |  |       |         |   |  |   | 3,252     |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 108       |                                            |  |   |                                               |   |  |       |         |   |  |   | 108       |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current liabilities                                                              |  |                          | 17,107  |   |            |   | 884,548   |                                            |  |   | 22,597                                         |   |  |       |         |   |  |   | 924,252   |  
|Long-term debt                                                                         |  |                          | 203,500 |   |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 203,500   |  
|Other non-current liabilities                                                          |  |                          |        |   |            |   | 2,871     |                                            |  |   |                                               |   |  |       |         |   |  |   | 2,871     |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 23,590    |                                            |  |   |                                               |   |  |       |         |   |  |   | 23,590    |  
|Commitments and contingencies (note 8)                                                 |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity:                                                                  |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Common stock, $1.00 par value, 100,000 shares authorized, 1,000 issued and outstanding |  |                          | 1       |   |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 1         |  
|Additional paid-in capital                                                             |  |                          | 175,842 |   |            |   | 289,574   |                                            |  |   | 22,834                                         |   |  |       | (312,408 | ) |  |   | 175,842   |  
|Retained (deficit) earnings                                                            |  |                          | (5,802  | ) |            |   | 54,189    |                                            |  |   | 3,654                                          |   |  |       | (57,843  | ) |  |   | (5,802    | )
|Accumulated other comprehensive income (loss)                                          |  |                          | 3,290   |   |            |   |          |                                            |  |   | 3,298                                          |   |  |       | (3,298   | ) |  |   | 3,290     |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity                                                                   |  |                          | 173,331 |   |            |   | 343,763   |                                            |  |   | 29,786                                         |   |  |       | (373,549 | ) |  |   | 173,331   |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total liabilities and stockholders equity                                             |  | $                        | 393,938 |   |            | $ | 1,254,772 |                                            |  | $ | 52,383                                         |   |  | $     | (373,549 | ) |  | $ | 1,327,544 |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  



16



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##### Table of Contents

UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

May 30, 2004

(dollars in thousands)

UNAUDITED



|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|-------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------- | - | --------- | ------------------------------------------ |  | - | ---------------------------------------------- | - |  | ----- | -------- | - |  | - | --------- | -
|                                                                                       |  | United AgriProducts,Inc. |         |   | Guarantors |   |           | CanadianDistributionBusinessNon-Guarantors |  |   | Other Non-Guarantor /Eliminations /Adjustments |   |  | Total |         
|ASSETS                                                                                 |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current assets:                                                                        |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Cash and cash equivalents                                                              |  | $                        |        |   |            | $ | 21,732    |                                            |  | $ | 4,861                                          |   |  | $     |         |   |  | $ | 26,593    |  
|Receivables, net                                                                       |  |                          |        |   |            |   | 865,837   |                                            |  |   | 30,220                                         |   |  |       |         |   |  |   | 896,057   |  
|Inventories                                                                            |  |                          |        |   |            |   | 569,988   |                                            |  |   | 24,091                                         |   |  |       |         |   |  |   | 594,079   |  
|Deferred income taxes                                                                  |  |                          | 2,670   |   |            |   | 433       |                                            |  |   |                                               |   |  |       |         |   |  |   | 3,103     |  
|Vendor prepay                                                                          |  |                          |        |   |            |   | 32,243    |                                            |  |   |                                               |   |  |       |         |   |  |   | 32,243    |  
|Other current assets                                                                   |  |                          |        |   |            |   | 9,100     |                                            |  |   | 1,389                                          |   |  |       |         |   |  |   | 10,489    |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current assets                                                                   |  |                          | 2,670   |   |            |   | 1,499,333 |                                            |  |   | 60,561                                         |   |  |       |         |   |  |   | 1,562,564 |  
|Property, plant and equipment                                                          |  |                          |        |   |            |   | 98,531    |                                            |  |   | 4,076                                          |   |  |       |         |   |  |   | 102,607   |  
|Less accumulated depreciation                                                          |  |                          |        |   |            |   | (5,236    | )                                          |  |   | (206                                           | ) |  |       |         |   |  |   | (5,442    | )
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Property, plant and equipment, net                                                     |  |                          |        |   |            |   | 93,295    |                                            |  |   | 3,870                                          |   |  |       |         |   |  |   | 97,165    |  
|Goodwill                                                                               |  |                          |        |   |            |   | 43,465    |                                            |  |   |                                               |   |  |       |         |   |  |   | 43,465    |  
|Intangible assets, net                                                                 |  |                          |        |   |            |   | 6,705     |                                            |  |   |                                               |   |  |       |         |   |  |   | 6,705     |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 6,605     |                                            |  |   |                                               |   |  |       |         |   |  |   | 6,605     |  
|Debt issue costs, net                                                                  |  |                          | 9,658   |   |            |   | 9,589     |                                            |  |   |                                               |   |  |       |         |   |  |   | 19,247    |  
|Investment in unconsolidated affiliates                                                |  |                          |        |   |            |   | 3,050     |                                            |  |   |                                               |   |  |       |         |   |  |   | 3,050     |  
|Investment in affiliates                                                               |  |                          | 448,078 |   |            |   |          |                                            |  |   |                                               |   |  |       | (448,078 | ) |  |   |          |  
|Other assets                                                                           |  |                          |        |   |            |   | (1,042    | )                                          |  |   | 3                                              |   |  |       |         |   |  |   | (1,039    | )
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total assets                                                                           |  | $                        | 460,406 |   |            | $ | 1,661,000 |                                            |  | $ | 64,434                                         |   |  | $     | (448,078 | ) |  | $ | 1,737,762 |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                   |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Current liabilities:                                                                   |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Short-term debt                                                                        |  | $                        |        |   |            | $ | 39,172    |                                            |  | $ | 2,951                                          |   |  | $     |         |   |  | $ | 42,123    |  
|Intercompany borrowings                                                                |  |                          |        |   |            |   | (133      | )                                          |  |   |                                               |   |  |       |         |   |  |   | (133      | )
|Accounts payable                                                                       |  |                          |        |   |            |   | 972,319   |                                            |  |   | 23,824                                         |   |  |       |         |   |  |   | 996,143   |  
|Other accrued liabilities                                                              |  |                          | 17,309  |   |            |   | 212,511   |                                            |  |   | 5,576                                          |   |  |       |         |   |  |   | 235,396   |  
|Income taxes payable                                                                   |  |                          |        |   |            |   | 6,517     |                                            |  |   |                                               |   |  |       |         |   |  |   | 6,517     |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 8,709     |                                            |  |   |                                               |   |  |       |         |   |  |   | 8,709     |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total current liabilities                                                              |  |                          | 17,309  |   |            |   | 1,239,095 |                                            |  |   | 32,351                                         |   |  |       |         |   |  |   | 1,288,755 |  
|Long-term debt                                                                         |  |                          | 225,000 |   |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 225,000   |  
|Other non-current liabilities                                                          |  |                          |        |   |            |   | 5,646     |                                            |  |   |                                               |   |  |       |         |   |  |   | 5,646     |  
|Deferred income taxes                                                                  |  |                          |        |   |            |   | 264       |                                            |  |   |                                               |   |  |       |         |   |  |   | 264       |  
|Commitments and contingencies (note 8)                                                 |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity:                                                                  |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Common stock, $1.00 par value, 100,000 shares authorized, 1,000 issued and outstanding |  |                          | 1       |   |            |   |          |                                            |  |   |                                               |   |  |       |         |   |  |   | 1         |  
|Additional paid-in capital                                                             |  |                          | 179,999 |   |            |   | 372,839   |                                            |  |   | 33,316                                         |   |  |       | (406,155 | ) |  |   | 179,999   |  
|Retained (deficit) earnings                                                            |  |                          | 38,699  |   |            |   | 43,156    |                                            |  |   | (1,231                                         | ) |  |       | (41,925  | ) |  |   | 38,699    |  
|Accumulated other comprehensive income (loss)                                          |  |                          | (602    | ) |            |   |          |                                            |  |   | (2                                             | ) |  |       | 2        |   |  |   | (602      | )
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Stockholders equity                                                                   |  |                          | 218,097 |   |            |   | 415,995   |                                            |  |   | 32,083                                         |   |  |       | (448,078 | ) |  |   | 218,097   |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  
|Total liabilities and stockholders equity                                             |  | $                        | 460,406 |   |            | $ | 1,661,000 |                                            |  | $ | 64,434                                         |   |  | $     | (448,078 | ) |  | $ | 1,737,762 |  
|                                                                                       |  |                          |         |   |            |   |           |                                            |  |   |                                                |   |  |       |          |   |  |   |           |  



17



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##### Table of Contents

UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

Thirteen Weeks Ended May 29,
2005

(dollars in thousands)

UNAUDITED



|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|-------------------------------------------------------- |  | ------------------------ | ------ | - | ---------- | - | --------- | ------------------------------------------ |  | ---------------------------------------------- | ------ |  | ----- | ------- | - |  | - | --------- | -
|                                                         |  | United AgriProducts,Inc. |        |   | Guarantors |   |           | CanadianDistributionBusinessNon-Guarantors |  | Other Non-Guarantor /Eliminations /Adjustments |        |  | Total |        
|Net sales                                                |  | $                        |       |   |            | $ | 1,322,500 |                                            |  | $                                              | 34,410 |  | $     |        |   |  | $ | 1,356,910 |  
|Costs and expenses:                                      |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Cost of goods sold                                       |  |                          |       |   |            |   | 1,160,803 |                                            |  |                                                | 27,355 |  |       |        |   |  |   | 1,188,158 |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Gross profit                                             |  |                          |       |   |            |   | 161,697   |                                            |  |                                                | 7,055  |  |       |        |   |  |   | 168,752   |  
|Selling, general and administrative expenses             |  |                          | 309    |   |            |   | 83,108    |                                            |  |                                                | 2,206  |  |       |        |   |  |   | 85,623    |  
|(Gain) on sale of assets                                 |  |                          |       |   |            |   | (18       | )                                          |  |                                                |       |  |       |        |   |  |   | (18       | )
|Royalties, service charges and other income and expenses |  |                          |       |   |            |   | (7,999    | )                                          |  |                                                | 215    |  |       |        |   |  |   | (7,784    | )
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Operating income                                         |  |                          | (309   | ) |            |   | 86,606    |                                            |  |                                                | 4,634  |  |       |        |   |  |   | 90,931    |  
|Third party interest expense                             |  |                          | 682    |   |            |   | 4,674     |                                            |  |                                                | 369    |  |       |        |   |  |   | 5,725     |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Income before income taxes                               |  |                          | (991   | ) |            |   | 81,932    |                                            |  |                                                | 4,265  |  |       |        |   |  |   | 85,206    |  
|Income tax expense                                       |  |                          | (393   | ) |            |   | 32,388    |                                            |  |                                                | 1,794  |  |       |        |   |  |   | 33,789    |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Net income                                               |  |                          | (598   | ) |            |   | 49,544    |                                            |  |                                                | 2,471  |  |       |        |   |  |   | 51,417    |  
|Equity in earnings of consolidated affiliates            |  |                          | 52,015 |   |            |   |          |                                            |  |                                                |       |  |       | (52,015 | ) |  |   |          |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Net Income                                               |  | $                        | 51,417 |   |            | $ | 49,544    |                                            |  | $                                              | 2,471  |  | $     | (52,015 | ) |  | $ | 51,417    |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

Fourteen Weeks Ended May 30,
2004

(dollars in thousands)

UNAUDITED



|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|-------------------------------------------------------- |  | ------------------------ | ------ | - | ---------- | - | --------- | ------------------------------------------ |  | ---------------------------------------------- | ------ |  | ----- | ------- | - |  | - | --------- | -
|                                                         |  | United AgriProducts,Inc. |        |   | Guarantors |   |           | CanadianDistributionBusinessNon-Guarantors |  | Other Non-Guarantor /Eliminations /Adjustments |        |  | Total |        
|Net sales                                                |  | $                        |       |   |            | $ | 1,226,589 |                                            |  | $                                              | 31,900 |  | $     |        |   |  | $ | 1,258,489 |  
|Costs and expenses:                                      |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Cost of goods sold                                       |  |                          |       |   |            |   | 1,098,245 |                                            |  |                                                | 24,510 |  |       |        |   |  |   | 1,122,755 |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Gross profit                                             |  |                          |       |   |            |   | 128,344   |                                            |  |                                                | 7,390  |  |       |        |   |  |   | 135,734   |  
|                                                         |  |                          |        |   |           
|Selling, general and administrative expenses             |  |                          |       |   |            |   | 80,723    |                                            |  |                                                | 2,088  |  |       |        |   |  |   | 82,811    |  
|(Gain) on sale of assets                                 |  |                          |       |   |            |   | (572      | )                                          |  |                                                |       |  |       |        |   |  |   | (572      | )
|Royalties, service charges and other income and expenses |  |                          |       |   |            |   | (2,953    | )                                          |  |                                                | 280    |  |       |        |   |  |   | (2,673    | )
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|                                                         |  |                          |        |   |           
|Operating income                                         |  |                          |       |   |            |   | 51,146    |                                            |  |                                                | 5,022  |  |       |        |   |  |   | 56,168    |  
|Third party interest expense                             |  |                          | 5,152  |   |            |   | 3,195     |                                            |  |                                                | 81     |  |       |        |   |  |   | 8,428     |  
|Finance related and other charges                        |  |                          | 1,875  |   |            |   |          |                                            |  |                                                |       |  |       |        |   |  |   | 1,875     |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Income before income taxes                               |  |                          | (7,027 | ) |            |   | 47,951    |                                            |  |                                                | 4,941  |  |       |        |   |  |   | 45,865    |  
|Income tax expense                                       |  |                          | (2,670 | ) |            |   | 18,256    |                                            |  |                                                | 2,371  |  |       |        |   |  |   | 17,957    |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Net income                                               |  |                          | (4,357 | ) |            |   | 29,695    |                                            |  |                                                | 2,570  |  |       |        |   |  |   | 27,908    |  
|Equity in earnings of consolidated affiliates            |  |                          | 32,265 |   |            |   |          |                                            |  |                                                |       |  |       | (32,265 | ) |  |   |          |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  
|Net Income                                               |  | $                        | 27,908 |   |            | $ | 29,695    |                                            |  | $                                              | 2,570  |  | $     | (32,265 | ) |  | $ | 27,908    |  
|                                                         |  |                          |        |   |            |   |           |                                            |  |                                                |        |  |       |         |   |  |   |           |  



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Thirteen Weeks Ended May 29,
2005

(dollars in thousands)

UNAUDITED



|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ---------- | - | -------- | ------------------------------------------ |  | - | ---------------------------------------------- | - | ----- | - | - |  | - | -------- | -
|                                                                                  |  | United AgriProducts, Inc. |        |   | Guarantors |   |          | CanadianDistributionBusinessNon-Guarantors |  |   | Other Non-Guarantor /Eliminations /Adjustments |   | Total |  
|Operations                                                                        |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net income (loss)                                                                 |  | $                         | (598   | ) |            | $ | 49,544   |                                            |  | $ | 2,471                                          |   |       | $ |  |  | $ | 51,417   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Depreciation                                                                      |  |                           |       |   |            |   | 2,781    |                                            |  |   | 64                                             |   |       |   |  |  |   | 2,845    |  
|Amortization of intangibles                                                       |  |                           |       |   |            |   | 332      |                                            |  |   |                                               |   |       |   |  |  |   | 332      |  
|Amortization of debt issuance costs                                               |  |                           | 991    |   |            |   |         |                                            |  |   |                                               |   |       |   |  |  |   | 991      |  
|Gain on sales of fixed assets                                                     |  |                           |       |   |            |   | (78      | )                                          |  |   | 60                                             |   |       |   |  |  |   | (18      | )
|Stock compensation                                                                |  |                           |       |   |            |   | 173      |                                            |  |   |                                               |   |       |   |  |  |   | 173      |  
|Deferred tax provision (benefit)                                                  |  |                           |       |   |            |   | (4,025   | )                                          |  |   |                                               |   |       |   |  |  |   | (4,025   | )
|Change in operating assets and liabilities:                                       |  |                           | 3,282  |   |            |   | (106,487 | )                                          |  |   | (7,401                                         | ) |       |   |  |  |   | (110,606 | )
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash provided by (used in) operations                                         |  |                           | 3,675  |   |            |   | (57,760  | )                                          |  |   | (4,806                                         | ) |       |   |  |  |   | (58,891  | )
|                                                                                  |  |                           |        |   |           
|Investing                                                                         |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Additions to property, plant and equipment                                        |  |                           |       |   |            |   | (3,155   | )                                          |  |   | (60                                            | ) |       |   |  |  |   | (3,215   | )
|Proceeds from sales of assets                                                     |  |                           |       |   |            |   | 187      |                                            |  |   | 194                                            |   |       |   |  |  |   | 381      |  
|Investment in unconsolidated affiliates                                           |  |                           |       |   |            |   | 711      |                                            |  |   |                                               |   |       |   |  |  |   | 711      |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash provided by (used in) investing activities                               |  |                           |       |   |            |   | (2,257   | )                                          |  |   | 134                                            |   |       |   |  |  |   | (2,123   | )
|                                                                                  |  |                           |        |   |           
|Financing                                                                         |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Checks written in excess of bank balances                                         |  |                           |       |   |            |   | 23,621   |                                            |  |   |                                               |   |       |   |  |  |   | 23,621   |  
|Net borrowings of short-term debt                                                 |  |                           |       |   |            |   | (55      | )                                          |  |   |                                               |   |       |   |  |  |   | (55      | )
|Debt issuance costs                                                               |  |                           | (650   | ) |            |   |         |                                            |  |   |                                               |   |       |   |  |  |   | (650     | )
|Due to (from) affiliates                                                          |  |                           | (3,025 | ) |            |   | 12,869   |                                            |  |   | (4,092                                         | ) |       |   |  |  |   | 5,752    |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash provided by (used in) financing activities                               |  |                           | (3,675 | ) |            |   | 36,435   |                                            |  |   | (4,092                                         | ) |       |   |  |  |   | 28,668   |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net change in cash and cash equivalents                                           |  |                           |       |   |            |   | (23,582  | )                                          |  |   | (8,764                                         | ) |       |   |  |  |   | (32,346  | )
|Net effect of exchange rates on cash and cash equivalents                         |  |                           |       |   |            |   |         |                                            |  |   | (125                                           | ) |       |   |  |  |   | (125     | )
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net change in cash and cash equivalents                                           |  |                           |       |   |            |   | (23,582  | )                                          |  |   | (8,889                                         | ) |       |   |  |  |   | (32,471  | )
|Cash and cash equivalents at beginning of period                                  |  |                           |       |   |            |   | 37,430   |                                            |  |   | 10,771                                         |   |       |   |  |  |   | 48,201   |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                         |       |   |            | $ | 13,848   |                                            |  | $ | 1,882                                          |   |       | $ |  |  | $ | 15,730   |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  



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UNITED AGRI PRODUCTS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Fourteen Weeks Ended May 30,
2004

(dollars in thousands)

UNAUDITED



|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ---------- | - | -------- | ------------------------------------------ |  | - | ---------------------------------------------- | - | ----- | - | - |  | - | -------- | -
|                                                                                  |  | United AgriProducts, Inc. |        |   | Guarantors |   |          | CanadianDistributionBusinessNon-Guarantors |  |   | Other Non-Guarantor /Eliminations /Adjustments |   | Total |  
|Operations                                                                        |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net income (loss)                                                                 |  | $                         | (4,357 | ) |            | $ | 29,695   |                                            |  | $ | 2,570                                          |   |       | $ |  |  | $ | 27,908   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Depreciation                                                                      |  |                           |       |   |            |   | 3,402    |                                            |  |   | 99                                             |   |       |   |  |  |   | 3,501    |  
|Amortization of intangibles                                                       |  |                           |       |   |            |   | 365      |                                            |  |   |                                               |   |       |   |  |  |   | 365      |  
|Amortization of debt issuance costs                                               |  |                           | 827    |   |            |   |         |                                            |  |   |                                               |   |       |   |  |  |   | 827      |  
|Gain on sales of fixed assets                                                     |  |                           |       |   |            |   | (573     | )                                          |  |   | 1                                              |   |       |   |  |  |   | (572     | )
|Deferred tax provision (benefit)                                                  |  |                           | (2,308 | ) |            |   | 13,347   |                                            |  |   |                                               |   |       |   |  |  |   | 11,039   |  
|Change in operating assets and liabilities:                                       |  |                           | 5,838  |   |            |   | (241,156 | )                                          |  |   | (12,506                                        | ) |       |   |  |  |   | (247,824 | )
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash used in operations                                                       |  |                           |       |   |            |   | (194,920 | )                                          |  |   | (9,836                                         | ) |       |   |  |  |   | (204,756 | )
|                                                                                  |  |                           |        |   |           
|Investing                                                                         |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Additions to property, plant and equipment                                        |  |                           |       |   |            |   | (3,862   | )                                          |  |   | (28                                            | ) |       |   |  |  |   | (3,890   | )
|Proceeds from sales of assets                                                     |  |                           |       |   |            |   | 845      |                                            |  |   | 12                                             |   |       |   |  |  |   | 857      |  
|Investment in unconsolidated affiliates                                           |  |                           |       |   |            |   | 908      |                                            |  |   |                                               |   |       |   |  |  |   | 908      |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash used in investing activities                                             |  |                           |       |   |            |   | (2,109   | )                                          |  |   | (16                                            | ) |       |   |  |  |   | (2,125   | )
|                                                                                  |  |                           |        |   |           
|Financing                                                                         |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Checks written in excess of bank balances                                         |  |                           |       |   |            |   | 19,437   |                                            |  |   |                                               |   |       |   |  |  |   | 19,437   |  
|Net borrowings of short-term debt                                                 |  |                           |       |   |            |   | 39,253   |                                            |  |   | 2,951                                          |   |       |   |  |  |   | 42,204   |  
|Due to (from) affiliates                                                          |  |                           |       |   |            |   | (6,233   | )                                          |  |   | 6,100                                          |   |       |   |  |  |   | (133     | )
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net cash provided by financing                                                    |  |                           |       |   |            |   | 52,457   |                                            |  |   | 9,051                                          |   |       |   |  |  |   | 61,508   |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net change in cash and equivalents                                                |  |                           |       |   |            |   | (144,572 | )                                          |  |   | (801                                           | ) |       |   |  |  |   | (145,373 | )
|Net effect of exchange rates on cash and equivalents                              |  |                           |       |   |            |   |         |                                            |  |   | (19                                            | ) |       |   |  |  |   | (19      | )
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Net change in cash and cash equivalents                                           |  |                           |       |   |            |   | (144,572 | )                                          |  |   | (820                                           | ) |       |   |  |  |   | (145,392 | )
|Cash and cash equivalents at beginning of period                                  |  |                           |       |   |            |   | 166,304  |                                            |  |   | 5,681                                          |   |       |   |  |  |   | 171,985  |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                         |       |   |            | $ | 21,732   |                                            |  | $ | 4,861                                          |   |       | $ |  |  | $ | 26,593   |  
|                                                                                  |  |                           |        |   |            |   |          |                                            |  |   |                                                |   |       |   |   |  |   |          |  



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------



On November 29, 2004, UAP Holding Corp. consummated the initial public offering of its common stock (the Common Stock
Offering), which consisted of a primary offering of 3,125,000 shares of common stock by UAP Holding Corp. and a secondary offering of 28,428,125 shares of UAP Holding Corp.s common stock by UAP Holding Corp.s equity sponsor and
certain members of its management (collectively, the selling stockholders).



Unless the context requires otherwise, all references to Company, we, us, and our, refer specifically to United Agri Products, Inc. and its consolidated subsidiaries.
Additionally, all references to UAP Holding Corp. refer specifically only to UAP Holding Corp., the parent of United Agri Products, Inc., excluding its subsidiaries, and all references to United Agri Products, Inc. refer
specifically to United Agri Products, Inc., excluding its subsidiaries.



The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the periods presented. You should read this analysis in conjunction with our
consolidated financial statements and notes thereto appearing elsewhere in this report. The results of operations for the thirteen weeks ended May 29, 2005 are not necessarily indicative of the results to be expected for other interim periods or for
the full fiscal year. This discussion and analysis should also be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 27, 2005.



Overview



We operate in the highly competitive agricultural inputs distribution industry. Our principal competitors in the distribution of crop production inputs include
agricultural cooperatives, national fertilizer producers, major grain companies and independent distributors and brokers. We, along with other agricultural input distributors, represent the main route-to-market for agricultural input manufacturers,
and fill a critical need in the U.S. and Canadian agricultural input markets by allowing suppliers to economically access a highly fragmented customer base of growers, dealers and non-crop customers.



The three primary product areas of the agricultural and non-crop input markets are chemicals,
seed and fertilizer. Our industry in general is affected by a number of factors including but not limited to, cost to distribute products, customer financial condition, local and national laws and regulations, economic conditions, employment,
inflation, political climate, interest rates, fuel prices and weather patterns.



Our business depends on farm expenditures for crop inputs, which in turn is dependent upon planted acreage in the United States and Canada. Over the last ten years, agricultural inputs have grown 3% per year, and planted acreage has been
virtually flat, leading to a relatively stable but very competitive industry for crop inputs. Our opportunities within the industry will include the use of our national distribution network to further participate in the growing seed market, grow
fertilizer volumes as we extend that product offering to existing customers, continue to expand our private label lines of seed and chemicals and continue to look for more efficiencies in expenses and working capital.



Background



We market a comprehensive line of products including chemicals, seed and fertilizer to growers and regional dealers. In addition to our
product offering, we provide a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. The products and services we offer are
critical to growers because they lower the overall cost of crop production and improve crop quality and yield. As a result of our broad scale and scope, we provide leading agricultural input companies with an efficient means to access a highly
fragmented customer base of farmers and growers.



We will continue to seek to
grow our business, improve margins and reduce working capital through the following principal strategies:



| |  |  | Leveraging our scale;
| | - |  | ---------------------



22



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##### Table of Contents

| |  |  | Expanding our presence in seed, fertilizer, branded and non-crop products; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | Targeting continued margin enhancement and working capital management.
| | - |  | ----------------------------------------------------------------------



Recent Initiatives



Improving our Nationwide Network.One of our key initiatives is to grow our business by leveraging our size and leading market share across North America. We study our market share by state, county, and
customer, and develop sales initiatives at a local and regional level to address any gaps and opportunities we have in our network on chemical, seed, and fertilizer. Where our data indicates an opportunity, we have the potential to add sales
personnel and/or locations and assets to fill in gaps in our coverage. We have also begun to address the non-crop markets with a focused management team, and have made modifications to our sales coverage and asset base in that market.



Proprietary and Private Label Business.Our proprietary and private label
products offer significantly higher margins than the branded products that we sell. We currently market over 220 proprietary branded products and have a broad proprietary product offering in each of our core product areas, including non-crop. We
continue to work with nearly all of our suppliers on additional private label opportunities.



Seed and Fertilizer Revenue Growth. We have experienced revenue growth in both of these product areas and believe there are significant growth opportunities going forward. As seed varieties continue to
be enhanced through biotechnology we believe they will serve as a growth platform due to the increased value-added nature of their sale to the customer. We intend to leverage our growth in the seed business through: advanced technical training of
our sales-force, hiring and strategically placing experienced salespeople, using incentive compensation plans incorporating seed-specific performance goals, nurturing our relationships with our seed suppliers and targeting new retail and wholesale
opportunities to enhance our sales presence in regions where gaps exist. We will also leverage our growth in the fertilizer business by nurturing relationships with fertilizer suppliers and by making modest investments in storage and blending
facilities in regions where gaps exist.



Working Capital and
Administrative Expense Reduction. We believe we are well positioned to continue to improve the financial performance of our business. We monitor performance regularly on key operating statistics such as credit, inventory efficiency,
operating expenses, gross profit generation and overall return on invested capital. This information will continue to enable us to reduce administrative expense and average levels of working capital by concentrating on the following: earlier
collection of supplier rebates, extending payable terms with key suppliers, continuing inventory efficiencies through SKU reduction efforts and centralized purchasing, evaluating our suppliers on a total return basis including working capital
reductions, continuing to focus on credit policies and procedures to maximize profitability and using competition and best practices among our operating divisions to drive overall focus on working capital and expense reduction that are tied to
variable compensation plans.



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RESULTS OF OPERATIONS



Thirteen Weeks Ended May 29, 2005, Compared to Fourteen Weeks Ended May 30, 2004



Analysis of Condensed Consolidated Statement of Earnings



|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|--------------------------------------------------------- |  | ------------------------------- | --------- | - | ------------------------------- | - | --------- | ------------- |  | ----- | -
|(dollars in thousands, except earnings per share amounts) |  | Thirteen WeeksEndedMay 29, 2005 |           |   | Fourteen WeeksEndedMay 30, 2004 |   |           | PercentChange | 
|Net Sales                                                 |  | $                               | 1,356,910 |   |                                 | $ | 1,258,489 |               |  | 7.8   | %
|Cost of goods sold                                        |  |                                 | 1,188,158 |   |                                 |   | 1,122,755 |               |  | 5.8   | %
|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|Gross profit                                              |  |                                 | 168,752   |   |                                 |   | 135,734   |               |  | 24.3  | %
|Selling, general and administrative expenses              |  |                                 | 85,623    |   |                                 |   | 82,811    |               |  | 3.4   | %
|Gain on sale of assets                                    |  |                                 | (18       | ) |                                 |   | (572      | )             |  | -96.9 | %
|Royalties, service charges and other income and expenses  |  |                                 | (7,784    | ) |                                 |   | (2,673    | )             |  | 191.2 | %
|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|Operating income                                          |  |                                 | 90,931    |   |                                 |   | 56,168    |               |  | 61.9  | %
|Third party interest expense                              |  |                                 | 5,725     |   |                                 |   | 8,428     |               |  | -32.1 | %
|Finance related and other charges                         |  |                                 |          |   |                                 |   | 1,875     |               |  | NM    |  
|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|Income before income taxes                                |  |                                 | 85,206    |   |                                 |   | 45,865    |               |  | 85.8  | %
|Income tax expense                                        |  |                                 | 33,789    |   |                                 |   | 17,957    |               |  | 88.2  | %
|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|Net income                                                |  | $                               | 51,417    |   |                                 | $ | 27,908    |               |  | 84.2  | %
|                                                          |  |                                 |           |   |                                 |   |           |               |  |       |  
|Basic and diluted earnings per share                      |  | $                               | 51,417.39 |   |                                 | $ | 27,908.00 |               |  | 84.2  | %
|                                                          |  |                                 |          
|NM = Not Meaningful                                       |  |                                 |           |   |                                 |   |           |               |  |       |  
|                                                          |  |                                 |          
|Effective tax rate                                        |  |                                 | 39.7      | % |                                 |   | 39.2      | %             |  |       |  
|                                                          |  |                                 |          
|Comparison as a Percent of Net Sales:                     |  |                                 |           |   |                                 |   |           |               |  |       |  
|Gross profit                                              |  |                                 | 12.4      | % |                                 |   | 10.8      | %             |  |       |  
|Selling, general and administrative expenses              |  |                                 | 6.3       | % |                                 |   | 6.6       | %             |  |       |  
|Operating income                                          |  |                                 | 6.7       | % |                                 |   | 4.5       | %             |  |       |  
|Income before income taxes                                |  |                                 | 6.3       | % |                                 |   | 3.6       | %             |  |       |  
|Net income                                                |  |                                 | 3.8       | % |                                 |   | 2.2       | %             |  |       |  



Net Sales.Sales
increased to $1,356.9 million in the thirteen weeks ended May 29, 2005, compared to $1,258.5 million for the fourteen weeks ended May 30, 2004. Sales of proprietary chemical and seed products were 14.5% of total chemical and seed sales in the
thirteen weeks ended May 29, 2005, relatively flat compared to the fourteen weeks ended May 30, 2004.



Sales of chemicals were relatively flat at $723.5 million in the thirteen weeks ended May 29, 2005, from $724.1 million in the fourteen weeks ended May 30, 2004. Share gains in the Midwest and Northern Plains and a
change in the way Monsanto bills its bulk herbicide business were offset by lower non-crop sales and slightly lower chemical tolling revenue due to the rationalization of two non-strategic formulation facilities that had provided toll manufacturing
services. Higher volumes of glyphosate herbicides offset lower end user unit prices for glyphosate products. Sales of fertilizer increased to $336.4 million in the thirteen weeks ended May 29, 2005, from $280.7 million in the fourteen weeks ended
May 30, 2004. The increase was due to higher pricing and higher volumes from fertilizer applications that normally occur in the fall and winter but were delayed into the spring due to wet weather. Sales of seed increased to $276.3 million in the
thirteen weeks ended May 29, 2005, from $233.6 million in the fourteen weeks ended May 30, 2004. The increase was due to volume growth on both third party and proprietary brands and higher prices due to increased sales of seed with enhanced traits.
Sales of other products were relatively flat at $20.6 million in the thirteen weeks ended May 29, 2005, from $20.1 million in the fourteen weeks ended May 30, 2004.



Cost of Goods Sold.Cost of goods sold was $1,188.2 million in the thirteen weeks ended May 29, 2005, compared to $1,122.8
million in the fourteen weeks ended May 30, 2004. Gross profit (net sales less cost of goods sold) was $168.8 million in the thirteen weeks ended May 29, 2005, compared to $135.7 million in the fourteen weeks ended May 30, 2004. Gross margin (gross
profit as a percentage of net sales) was 12.4% in the thirteen weeks ended May 29, 2005, compared to 10.8% in the fourteen weeks ended May 30, 2004. The increase in gross profit and gross



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margin was partially due to increased cost of sales of $17.4 million in the fourteen weeks ended May 30, 2004, arising from purchase accounting for the
Acquisition. At the Acquisition, the inventory on our books was written up $21.1 million to fair market value. As this inventory was sold, it increased cost of sales by $17.4 million in the fourteen weeks ended May 30, 2004. The remaining $15.6
million increase in gross profit was primarily due to lower supply chain costs and growth in seed and fertilizer volumes. Gross profit includes rebates, which are accrued monthly based on actual sales at the most likely estimated rates by supplier,
then finalized in our fourth quarter and the accrual adjusted as necessary.



Selling, General and Administrative Expenses.Selling, general and administrative (SG&A) expenses increased to $85.6 million in the thirteen weeks ended May 29, 2005 from $82.8 million in the fourteen weeks ended May 30,
2004. SG&A expenses were 6.3% of sales during the thirteen weeks ended May 29, 2005, and 6.6% of sales during the fourteen weeks ended May 30, 2004. The increase in expenses was due to higher personnel costs and professional expenses associated
with becoming an independent public company, and slightly higher insurance expenses, offset by one less week in the thirteen weeks ended May 29, 2005. SG&A expenses for the fourteen weeks ended May 30, 2004 include $0.3 million of management
fees paid to Apollo Management.



Royalties, Service Charges and Other
Income and Expenses.These items include royalty income generated by our proprietary products group, service charge income paid by customers who do business with us on terms, and equity earnings in an unconsolidated subsidiary, as well as
other items. Other income increased to $7.8 million in the thirteen weeks ended May 29, 2005, from $2.7 million in the fourteen weeks ended May 30, 2004. Of the total $5.1 million increase, $2.5 million was due to higher royalty income during the
thirteen weeks ended May 29, 2005.



Third Party Interest Expense.Interest expense was $5.7 million in the thirteen weeks ended May 29, 2005, which related primarily to the 81⁄4% Senior Notes and our revolving credit facility. Interest expense includes interest on the 81⁄4% Senior Notes, interest and
fees on the revolving credit facility, and amortization of initial revolving credit facility fees and costs relating to the issuance of the 81⁄4% Senior Notes. For the fourteen weeks ended May 30, 2004, third party interest expense was $8.4
million, related to interest on the 81⁄4% Senior Notes, our revolving credit facility, and interest paid on the final settlement payment to ConAgra Foods of $1.9 million. The fourteen weeks ended May 30, 2004 included interest expense of $2.7
million on obligations that were no longer outstanding during the thirteen weeks ended May 29, 2005. This includes interest to ConAgra Foods relating to the Acquisition, and interest relating to $21.5 million of our 81⁄4% Senior Notes which were
redeemed December 2004.



Finance Related and Other Charges.
Finance related and other charges for the fourteen weeks ended May 30, 2004, consist of $1.9 million transition services agreement expenses with ConAgra Foods related to the Acquisition.



Income Taxes.The effective income tax rate was comparable quarter over quarter at 39.7% for the thirteen weeks ended May 29,
2005 versus 39.2% for the fourteen weeks ended May 30, 2004.



LIQUIDITY AND CAPITAL RESOURCES



Overview



Our principal liquidity requirements are for working capital, consisting primarily of
receivables, inventories, pre-paid expenses, reduced by accounts payable and accrued expenses; capital expenditures; debt service; and dividends on our common stock. We will fund our liquidity needs, including dividend payments, with cash generated
from operations and, to the extent necessary, through borrowings under our revolving credit facility. In addition, we expect to fund any growth capital expenditures with cash generated from operations, reductions in working capital and incremental
debt.



At May 29, 2005, we had no short-term debt outstanding under our
revolving credit facility compared to an outstanding balance of $42.1 million at May 30, 2004. The revolving credit facility is included in our financial statements as short-term debt. We believe that our cash flows from operating activities and
borrowing capabilities under our revolving credit facility will be sufficient to meet our liquidity requirements in the foreseeable future, including funding of capital expenditures, debt service payments, and our intended dividend payments on our
common stock. If our cash flows from operating activities are insufficient to fund dividend payments at intended levels, we will need to reduce or eliminate dividends or, to the extent we are permitted to do so under our debt agreements, fund
dividends with borrowings or from other sources. If we use working capital or permanent borrowings to fund dividends, we will have less cash available for future dividends and other purposes, which could



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negatively impact our financial condition, our results of operations and our ability to maintain or expand our business. Additionally, our revolving credit
facility will mature in 2008. If we are unable to refinance such indebtedness prior to its stated maturity, we will be required to use cash to repay such indebtedness, and we may not have sufficient cash available to us at that time. Even if we have
sufficient cash, such a repayment would sufficiently decrease the amount of cash, if any, that is available to pay dividends.



Cash Flows



Our ongoing operations require availability of funds to service debt, fund working capital and meet capital expenditure requirements. We currently finance and expect to continue to finance these activities through
cash flows from operations and from amounts available under our revolving credit facility.



Cash flows used in operating activities totaled $58.9 million in the thirteen weeks ended May 29, 2005, compared to $204.8 million in the fourteen weeks ended May 30, 2004. The improvement in net cash used in
operating activities in the current period versus the prior period is primarily due to better overall payment terms from suppliers and a change in the timing of prepayments to chemical and seed suppliers. We made larger prepayments to chemical and
seed suppliers in the fourth quarter of fiscal 2005, significantly reducing payment obligations to suppliers in the thirteen weeks ended May 29, 2005. However, in the fourth quarter of fiscal 2004, we decided not to make significant prepayments to
suppliers. Instead, we primarily paid on regular trade terms during the fourteen weeks ended May 30, 2004, resulting in more payments to suppliers. This was partially offset by higher trade receivables from increased sales and higher inventories.
Inventories were up due to higher levels of fungicide products and higher fertilizer inventory levels resulting from increased fertilizer cost and slightly delayed markets in the mid-south due to weather.



Cash flows used in investing activities totaled $2.1 million for both the thirteen weeks
ended May 29, 2005, and the fourteen weeks ended May 30, 2004. Additions to property, plant and equipment were $3.2 million in the thirteen weeks ended May 29, 2005, compared to $3.9 million in the fourteen weeks ended May 30, 2004. Capital spending
during the thirteen weeks ended May 29, 2005 was for a variety of projects; the largest was related to a fertilizer terminal expansion project.



Cash flows provided by financing activities were $28.7 million in the thirteen weeks ended May 29, 2005, compared to $61.5 million in the fourteen weeks ended May 30,
2004. Cash flows provided by financing activities for May 30, 2004, reflect borrowings under our revolving credit facility used to accommodate the seasonal working capital needs of our business. We actively manage our cash balances which results in
check float on zero balance accounts. The cash flows provided by our check float was $23.6 million and $19.4 million for the periods ending May 29, 2005, and May 30, 2004, respectively.



Credit Facility.At May 29, 2005, there was $500.0 million of borrowing
availability under the revolving credit facility and we had borrowing capacity thereunder of $475.8 million after giving effect to $24.2 million of letters of credit under the sub-facility.



Since inception of the credit facility, we have been in compliance with the financial
covenants. During the fifty-two weeks ended May 29, 2005, outstanding borrowings (net of cash on hand) reached a period end peak of $275.2 million on October 24, 2004, while cash on hand reached a period end peak of $48.2 million on February 27,
2005. Our average period end borrowings (net of cash on hand) for the fifty-two week period ended May 29, 2005, were approximately $100.1 million.



Obligations and Commitments



As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as lease agreements, debt agreements and
unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as take-or-pay contracts). We enter into unconditional purchase
obligation arrangements in the normal course of business to ensure that adequate levels of sourced product are available to us. There were no material changes outside of the ordinary course of business during the thirteen weeks ended May 29, 2005.



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UAP Holding Corp.s Dependence on Us to Service its Obligations



As a holding company with no significant assets other than the ownership of 100% of our
common stock, UAP Holding Corp. depends on our cash flows to service its debt and to pay dividends (if any) on its common stock. UAP Holding Corp. intends to pay quarterly cash dividends on its common stock at an annual rate of $0.50 per share. The
declaration of such dividends is at the complete discretion of UAP Holding Corp.s board of directors, and depends upon many factors, including its financial condition, earnings, legal requirements, restrictions in its debt agreement, and other
factors that its board of directors deems relevant. Because our parent, UAP Holding Corp., is a holding company, its primary source of funds to fund its dividend payments will be cash distributions received from us. To the extent we make such
distributions to UAP Holding Corp., the amount of cash available to us to pay principal of, and interest on, our outstanding debt, including the 81⁄4% Senior Notes, will be reduced, and we would have less cash available for other purposes, which
could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business. A failure to pay principal of, or interest on, our debt, including the 81⁄4% Senior Notes, would constitute an event of
default under the applicable debt agreements, giving the holders of that debt the right to accelerate its maturity. If any of our debt is accelerated, we may not have sufficient cash available to repay it in full and we may be unable to refinance it
on satisfactory terms or at all.



UAP Holding Corp. is substantially more
leveraged than us. As of May 29, 2005, UAP Holding Corp. had $298.5 million of total indebtedness. As described above, UAP Holding Corp. will rely on distributions from us in order to pay amounts due in respect of its 103⁄4% Senior Discount Notes
due 2012, (which will require cash interest payments at the rate of 103⁄4% per annum, commencing on July 15, 2008) and to pay dividends, if any, on its outstanding common stock. However, our ability to make distributions to UAP Holding Corp. is
restricted by covenants contained in our revolving credit facility and the indenture governing the 81⁄4% Senior Notes. While the restrictions in the indenture governing the 81⁄4% Senior Notes cover a wide variety of arrangements which have
traditionally been used to effect highly leveraged transactions, the indenture governing the 81⁄4% Senior Notes may not afford the holders of the 81⁄4% Senior Notes protection in all circumstances from the adverse aspects of a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction. While UAP Holding Corp. has no current intention to engage in these types of transactions, there can be no assurance that it will not do so in the future if permitted under
the terms of the revolving credit facility and the indenture governing the 81⁄4% Senior Notes.



Dividend Policy



We intend to pay
quarterly cash dividends on our common stock sufficient to provide UAP Holding Corp. with the funds necessary to pay dividends they may declare. On April 29, 2005, our board declared a quarterly dividend on our common stock in the amount of $6.3
million. The record date for the dividend payment was May 13, 2005, and the payment date was June 1, 2005.



There are no assurances that we will declare or pay any cash dividends in the future. The declaration and payment of future dividends to holders of our common stock is at the discretion of our board of directors and
depends upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors our board of directors deems relevant. The terms of our indebtedness, including the revolving credit
facility and the indentures governing the 81⁄4% Senior Notes, may also restrict us from paying cash dividends on our common stock under some circumstances.



In the past, cash flow provided by our operating activities has been highly variable, resulting in negative cash flow during certain periods. Because of the
variability, if our cash flows from operating activities are insufficient to fund dividend payments at intended levels, we may need to reduce or eliminate dividends or, to the extent permitted by our debt agreements fund all or part of the dividends
with additional debt or other sources of cash. To the extent we pay dividends, the amount of cash available to us to pay principal of, and interest on, our outstanding debt will be reduced. A failure to pay principal of, or interest on, our debt
would constitute an event of default under the applicable debt agreements, giving the holders of the debt the right to accelerate its maturity. If any of our debt is accelerated, we may not have sufficient cash available to repay it in full and we
may be unable to refinance it on satisfactory terms or at all. An event of default under debt agreements, or an acceleration of the debt hereunder, could also trigger an event of default under other debt agreements. Furthermore, if we fund dividends
with additional debt, our interest expense will increase, which may cause a further reduction in the amount of cash available to us. Subject to certain restrictions in the indenture governing the 81⁄4% Senior Notes, additional debt could be
secured and therefore effectively senior to the 81⁄4% Senior Notes.



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Critical Accounting Policies



The process of preparing financial statements requires the use of estimates on the part of management. The estimates used by management are
based on our historical experiences combined with managements understanding of current facts and circumstances. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition
and results of operations and require significant or complex judgment on the part of management. There has been no material change in accounting policies considered critical by our management. However, we have refined our methodology for estimating
chemical rebates receivable.



Forward-Looking Statements



This Report includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions,
business trends and other information that is not historical information and, in particular, appear under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations. When used in this Report,
the words estimates, expects, anticipates, projects, plans, intends, believes, forecasts, foresees, likely, may,
should, goal, target, and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date
of this Report.



These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of our control that could cause actual results to differ materially from the results discussed in the forward-looking statements including, among other things, the matters discussed in this
Report under this Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. Such risks, uncertainties and other factors may include, among others:



| |  |  | general economic and business conditions;
| | - |  | -----------------------------------------



| |  |  | industry trends;
| | - |  | ----------------



| |  |  | restrictions contained in our debt agreements;
| | - |  | ----------------------------------------------



| |  |  | our substantial leverage, including the inability to generate the necessary amount of cash to service our existing debt and the incurrence of substantial indebtedness in the future;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the seasonality of our business and weather conditions;
| | - |  | -------------------------------------------------------



| |  |  | the possibility of liability for pollution and other damage that is not covered by insurance or that exceeds our insurance coverage;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased competition in the markets in which we operate;
| | - |  | ---------------------------------------------------------



| |  |  | our dependence on rebate programs to attain profitability;
| | - |  | ----------------------------------------------------------



| |  |  | our dependence on a limited number of key executives who we may not be able to adequately replace if they leave our company;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in government regulations, agricultural policy and environmental, health and safety laws and regulations;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | changes in business strategy, development plans or cost savings plans;
| | - |  | ----------------------------------------------------------------------



| |  |  | the loss of any of our major suppliers or the bankruptcy or financial distress of our customers;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the ability to attain and maintain any price increases for our products;
| | - |  | ------------------------------------------------------------------------



| |  |  | availability, terms and deployment of capital; and
| | - |  | --------------------------------------------------



| |  |  | other factors over which we have little or no control.
| | - |  | ------------------------------------------------------



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These risks and certain other uncertainties are discussed in more detail in our Annual Report on Form 10-K for the fiscal
year ended February 27, 2005 under the caption Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors.



There may be other factors, including those discussed elsewhere in this Report, which could cause our actual results to differ materially
from the results referred to in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Report and are expressly qualified in their entirety by the
cautionary statements included in this Report. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------



Market risks affecting our business are exposure to changes in energy prices foreign currency risks and interest rate risks.



Our average period end borrowings under the revolving credit agreement (net of cash on hand)
for the fifty-two week period ended May 29, 2005, were approximately $100.1 million. The revolving credit facility is affected by changes in interest rates. Based upon the amount of our average period end borrowings (net of cash on hand) for the
fifty-two week period ended May 29, 2005, a one percentage point change in the assumed weighted average interest rate on such credit facility would change our annual interest expense by $1.0 million.



|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------



As of the end of the period covered by this Report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as
they related to our business (Disclosure Controls). This evaluation (Controls Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO).



Our management, including the CEO
and CFO, does not expect that our Disclosure Controls or our internal controls over financial reporting (Internal Controls) will prevent all error and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Based upon the Controls Evaluation, the CEO and CFO have concluded that the Disclosure Controls are effective as of the end of the period covered by this Report. There
have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation. In addition, there have been no changes in our internal control
over financial reporting that have occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Items 1, 2, 3, 4 and 5
are not applicable and have been omitted.



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                       
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                       



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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.



Date: July 12, 2005



UNITED AGRI PRODUCTS, INC.(Registrant)By:

/s/    David W. BullockDavid W. BullockExecutive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory on behalf of Registrant)




31