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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 August 28, 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 000-51035



UAP Holding Corp.

(Exact Name of
Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-3708834                          
|(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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes   x     No ̈



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



Yes ̈No   x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No   x



|                                         |  |                                
|---------------------------------------- |  | -------------------------------
|Class                                    |  | Outstanding at October 11, 2005
|Common Stock, par value $0.001 per share |  | 50,471,631 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 Stockholders Equity                                      |  | 7 
|Notes to Condensed Consolidated Financial Statements                                          |  | 8 
|                                                                                              | 
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 16
|                                                                                              | 
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 24
|                                                                                              | 
|ITEM 4. CONTROLS AND PROCEDURES                                                               |  | 24
|                                                                                              | 
|Part II.     Other Information                                                                |  | 26
|                                                                                              | 
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 26
|                                                                                              | 
|ITEM 6. EXHIBITS                                                                              |  | 26
|                                                                                              | 
|SIGNATURES                                                                                    |  | 27



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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 Stockholders of UAP Holding Corp.

Greeley, Colorado



We have reviewed the accompanying condensed consolidated balance sheets of UAP Holding Corp. and subsidiaries (the Company) as
of August 28, 2005 and August 29, 2004, the related condensed consolidated statements of earnings for the 13-week and 26-week periods ended August 28, 2005 and the 13-week and 27-week periods ended August 29, 2004, the condensed
consolidated statements of cash flows for the 26-week period ended August 28, 2005 and the 27-week period ended August 29, 2004, and the condensed consolidated statement of stockholders equity for the 26-week period ended
August 28, 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 UAP Holding Corp. and subsidiaries as of February 27, 2005, and the related consolidated statements of earnings, stockholders 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



OCTOBER 6, 2005



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UAP HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

UNAUDITED



|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | --------- | - | ----------------- | - | --------- | --------------- |  | - | --------- | -
|                                                                                                                                        |  | August 28, 2005 |           |   | February 27, 2005 |   |           | August 29, 2004 | 
|ASSETS                                                                                                                                  |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Current assets:                                                                                                                         |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Cash and cash equivalents                                                                                                               |  | $               | 57,619    |   |                   | $ | 48,204    |                 |  | $ | 20,920    |  
|Receivables, less allowance for doubtful accounts of $16,856, $13,749 and $21,499                                                       |  |                 | 798,477   |   |                   |   | 234,824   |                 |  |   | 706,795   |  
|Inventories                                                                                                                             |  |                 | 515,352   |   |                   |   | 697,134   |                 |  |   | 449,602   |  
|Deferred income taxes                                                                                                                   |  |                 | 21,385    |   |                   |   | 17,263    |                 |  |   | 21,851    |  
|Vendor prepay                                                                                                                           |  |                 | 18,958    |   |                   |   | 149,010   |                 |  |   | 27,585    |  
|Other current assets                                                                                                                    |  |                 | 3,955     |   |                   |   | 8,753     |                 |  |   | 13,412    |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Total current assets                                                                                                                    |  |                 | 1,415,746 |   |                   |   | 1,155,188 |                 |  |   | 1,240,165 |  
|Property, plant and equipment                                                                                                           |  |                 | 110,324   |   |                   |   | 104,745   |                 |  |   | 105,789   |  
|Less accumulated depreciation                                                                                                           |  |                 | (20,526   | ) |                   |   | (15,080   | )               |  |   | (9,451    | )
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Property, plant and equipment, net                                                                                                      |  |                 | 89,798    |   |                   |   | 89,665    |                 |  |   | 96,338    |  
|Goodwill                                                                                                                                |  |                 | 34,645    |   |                   |   | 34,645    |                 |  |   | 41,407    |  
|Intangible assets, net                                                                                                                  |  |                 | 25,362    |   |                   |   | 25,894    |                 |  |   | 6,332     |  
|Deferred income taxes                                                                                                                   |  |                 | 8,962     |   |                   |   | 6,967     |                 |  |   | 5,172     |  
|Debt issue costs, net                                                                                                                   |  |                 | 19,080    |   |                   |   | 20,259    |                 |  |   | 21,794    |  
|Investment in unconsolidated affiliates                                                                                                 |  |                 | 3,593     |   |                   |   | 4,071     |                 |  |   | 3,871     |  
|Other assets                                                                                                                            |  |                 | 746       |   |                   |   | 653       |                 |  |   | 4,162     |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Total assets                                                                                                                            |  | $               | 1,597,932 |   |                   | $ | 1,337,342 |                 |  | $ | 1,419,241 |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                    |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Current liabilities:                                                                                                                    |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Short-term debt                                                                                                                         |  | $               |          |   |                   | $ | 55        |                 |  | $ | 180,299   |  
|Accounts payable                                                                                                                        |  |                 | 855,376   |   |                   |   | 822,867   |                 |  |   | 556,575   |  
|Other accrued liabilities                                                                                                               |  |                 | 209,285   |   |                   |   | 72,164    |                 |  |   | 166,586   |  
|Income taxes payable                                                                                                                    |  |                 | 27,960    |   |                   |   | 3,252     |                 |  |   |          |  
|Deferred income taxes                                                                                                                   |  |                 | 340       |   |                   |   | 108       |                 |  |   | 106       |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Total current liabilities                                                                                                               |  |                 | 1,092,961 |   |                   |   | 898,446   |                 |  |   | 903,566   |  
|Long-term debt                                                                                                                          |  |                 | 301,151   |   |                   |   | 295,948   |                 |  |   | 312,759   |  
|Series A redeemable preferred stock                                                                                                     |  |                 |          |   |                   |   |          |                 |  |   | 36,100    |  
|Other non-current liabilities                                                                                                           |  |                 | 3,870     |   |                   |   | 2,871     |                 |  |   | 2,343     |  
|Deferred income taxes                                                                                                                   |  |                 | 22,892    |   |                   |   | 23,590    |                 |  |   | 38,801    |  
|Commitments and contingencies (note 9)                                                                                                  |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Stockholders equity:                                                                                                                   |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Common stock, $.001 par value, 90,000,000 shares authorized, 50,471,631, 50,431,872 and 47,248,244 issued and outstanding,
respectively |  |                 | 50        |   |                   |   | 50        |                 |  |   | 47        |  
|Management stock  rabbi trust                                                                                                          |  |                 | 4,617     |   |                   |   | 4,819     |                 |  |   | 6,435     |  
|Additional paid-in capital                                                                                                              |  |                 | 111,381   |   |                   |   | 109,863   |                 |  |   | 61,543    |  
|Retained earnings (deficit)                                                                                                             |  |                 | 56,655    |   |                   |   | (1,535    | )               |  |   | 56,971    |  
|Accumulated other comprehensive income                                                                                                  |  |                 | 4,355     |   |                   |   | 3,290     |                 |  |   | 676       |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Stockholders equity                                                                                                                    |  |                 | 177,058   |   |                   |   | 116,487   |                 |  |   | 125,672   |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  
|Total liabilities and stockholders equity                                                                                              |  | $               | 1,597,932 |   |                   | $ | 1,337,342 |                 |  | $ | 1,419,241 |  
|                                                                                                                                        |  |                 |           |   |                   |   |           |                 |  |   |           |  



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



4



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UAP HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in thousands, except share data)

UNAUDITED



|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|-------------------------------------------------------- |  | -------------------- | ---------- | - | ------------------------------------ | - | ---------- | -------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|                                                         |  | Thirteen Weeks Ended |            |   | Twenty-SixWeeks EndedAugust 28, 2005 |   |            | Twenty-SevenWeeks EndedAugust 29, 2004 | 
|                                                         |  | August 28, 2005      |            |   | August 29, 2004                      |   |            |                                       
|Net sales                                                |  | $                    | 757,459    |   |                                      | $ | 703,981    |                                        |  | $ | 2,114,369  |   |  | $ | 1,962,470  |  
|Costs and expenses:                                      |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Cost of goods sold                                       |  |                      | 647,700    |   |                                      |   | 596,959    |                                        |  |   | 1,835,858  |   |  |   | 1,719,714  |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Gross profit                                             |  |                      | 109,759    |   |                                      |   | 107,022    |                                        |  |   | 278,511    |   |  |   | 242,756    |  
|Selling, general and administrative expenses             |  |                      | 73,688     |   |                                      |   | 70,436     |                                        |  |   | 160,037    |   |  |   | 153,392    |  
|Gain on sale of assets                                   |  |                      | (1,455     | ) |                                      |   | (32        | )                                      |  |   | (1,473     | ) |  |   | (604       | )
|Royalties, service charges and other income and expenses |  |                      | (10,040    | ) |                                      |   | (10,762    | )                                      |  |   | (17,824    | ) |  |   | (13,435    | )
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Operating income                                         |  |                      | 47,566     |   |                                      |   | 47,380     |                                        |  |   | 137,771    |   |  |   | 103,403    |  
|Third party interest expense                             |  |                      | 8,966      |   |                                      |   | 9,951      |                                        |  |   | 17,294     |   |  |   | 22,083     |  
|Finance related and other charges                        |  |                      |           |   |                                      |   | 1,875      |                                        |  |   |           |   |  |   | 3,750      |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Income before income taxes                               |  |                      | 38,600     |   |                                      |   | 35,554     |                                        |  |   | 120,477    |   |  |   | 77,570     |  
|Income tax expense                                       |  |                      | 15,291     |   |                                      |   | 13,758     |                                        |  |   | 47, 782    |   |  |   | 30,252     |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Net income                                               |  | $                    | 23,309     |   |                                      | $ | 21,796     |                                        |  | $ | 72,695     |   |  | $ | 47,318     |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Earnings per share:                                      |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Basic                                                    |  | $                    | 0.46       |   |                                      | $ | 0.46       |                                        |  | $ | 1.44       |   |  | $ | 1.00       |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Diluted                                                  |  | $                    | 0.44       |   |                                      | $ | 0.43       |                                        |  | $ | 1.39       |   |  | $ | 0.94       |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Cash dividends declared per share of common stock        |  | $                    | 0.1625     |   |                                      | $ |           |                                        |  | $ | 0.2875     |   |  | $ |           |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Weighted average shares outstanding:                     |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Basic                                                    |  |                      | 50,444,199 |   |                                      |   | 47,248,244 |                                        |  |   | 50,438,461 |   |  |   | 47,176,869 |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  
|Diluted                                                  |  |                      | 52,401,180 |   |                                      |   | 50,666,406 |                                        |  |   | 52,334,293 |   |  |   | 50,511,757 |  
|                                                         |  |                      |            |   |                                      |   |            |                                        |  |   |            |   |  |   |            |  



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



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UAP HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

UNAUDITED



|                                                                                            |  |                                      |         |   |                                         |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | --------------------------------------- | - | -------- | -
|                                                                                            |  | Twenty-SixWeeks EndedAugust 28, 2005 |         |   | Twenty-SevenWeeks Ended August 29, 2004 |  
|Operations                                                                                  |  |                                      |         |   |                                         |   |          |  
|Net income                                                                                  |  | $                                    | 72,695  |   |                                         | $ | 47,318   |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                                      |         |   |                                         |   |          |  
|Depreciation                                                                                |  |                                      | 5,594   |   |                                         |   | 6,539    |  
|Amortization of intangibles                                                                 |  |                                      | 681     |   |                                         |   | 745      |  
|Amortization of debt issuance costs                                                         |  |                                      | 2,225   |   |                                         |   | 1,886    |  
|Accretion of discount on notes                                                              |  |                                      | 5,203   |   |                                         |   | 4,189    |  
|Gain on sales of fixed assets                                                               |  |                                      | (1,473  | ) |                                         |   | (604     | )
|Deferred tax provision (benefit)                                                            |  |                                      | (6,583  | ) |                                         |   | 23,658   |  
|Stock compensation                                                                          |  |                                      | 386     |   |                                         |   | 885      |  
|Change in operating assets and liabilities                                                  |  |                                      | (64,253 | ) |                                         |   | (396,297 | )
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Net cash provided by (used in) operations                                                   |  |                                      | 14,475  |   |                                         |   | (311,681 | )
|Investing                                                                                   |  |                                      |         |   |                                         |   |          |  
|Acquisition payment to ConAgra Foods, Inc.                                                  |  |                                      |        |   |                                         |   | (58,236  | )
|Additions to property, plant and equipment                                                  |  |                                      | (6,417  | ) |                                         |   | (6,149   | )
|Proceeds from sales of assets                                                               |  |                                      | 2,191   |   |                                         |   | 968      |  
|Investment in unconsolidated affiliates                                                     |  |                                      | 478     |   |                                         |   | 87       |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Net cash used in investing activities                                                       |  |                                      | (3,748  | ) |                                         |   | (63,330  | )
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Financing                                                                                   |  |                                      |         |   |                                         |   |          |  
|Check float on zero balance accounts                                                        |  |                                      | 5,760   |   |                                         |   | 42,866   |  
|Net borrowings (repayments) of short-term debt                                              |  |                                      | (55     | ) |                                         |   | 180,299  |  
|Debt issuance costs                                                                         |  |                                      | (1,046  | ) |                                         |   |         |  
|Dividends paid                                                                              |  |                                      | (6,304  | ) |                                         |   |         |  
|Proceeds from options exercised                                                             |  |                                      | 131     |   |                                         |   |         |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Net cash provided by (used in) financing activities                                         |  |                                      | (1,514  | ) |                                         |   | 223,165  |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Net change in cash and cash equivalents                                                     |  |                                      | 9,213   |   |                                         |   | (151,846 | )
|Net effect of exchange rates on cash and cash equivalents                                   |  |                                      | 202     |   |                                         |   | 119      |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Net change in cash and cash equivalents                                                     |  |                                      | 9,415   |   |                                         |   | (151,727 | )
|Cash and cash equivalents at beginning of period                                            |  |                                      | 48,204  |   |                                         |   | 172,647  |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Cash and cash equivalents at end of period                                                  |  | $                                    | 57,619  |   |                                         | $ | 20,920   |  
|                                                                                            |  |                                      |         |   |                                         |   |          |  
|Supplemental disclosure of cash flow information:                                           |  |                                      |         |   |                                         |   |          |  
|Cash paid during the period for interest                                                    |  | $                                    | 11,006  |   |                                         | $ | 13,222   |  
|Net cash paid during the period for income taxes                                            |  | $                                    | 13,813  |   |                                         | $ | 20,287   |  
|Dividends declared but not yet paid                                                         |  | $                                    | 8,202   |   |                                         | $ |         |  



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



6



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UAP HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(dollars in thousands)

UNAUDITED



|                                                    |  |             |    |                          |   |             |  |   |                  |   |  |                                     |         |                          |  |   |       |  |   |         |  
|--------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ----------- |  | - | ---------------- | - |  | ----------------------------------- | ------- | ------------------------ |  | - | ----- |  | - | ------- | -
|Twenty-Six Weeks Ended August 28, 2005              |  | CommonStock |    | AdditionalPaid inCapital |   | Rabbi Trust |  |   | RetainedEarnings |   |  | AccumulatedOtherComprehensiveIncome |         | TotalStockholdersEquity | 
|Balance at February 27, 2005                        |  | $           | 50 |                          | $ | 109,863     |  | $ | 4,819            |   |  | $                                   | (1,535  | )                        |  | $ | 3,290 |  | $ | 116,487 |  
|Dividends to stockholders                           |  |             |   |                          |   |            |  |   |                 |   |  |                                     | (14,505 | )                        |  |   |      |  |   | (14,505 | )
|Stock options exercised                             |  |             |   |                          |   | 131         |  |   |                 |   |  |                                     |        |                          |  |   |      |  |   | 131     |  
|Distribution from rabbi trust including tax benefit |  |             |    |                          |   | 1,001       |  |   | (202             | ) |  |                                     |         |                          |  |   |       |  |   | 799     |  
|Restricted stock unit vesting                       |  |             |   |                          |   | 386         |  |   |                 |   |  |                                     |        |                          |  |   |      |  |   | 386     |  
|Comprehensive income:                               |  |             |    |                          |   |             |  |   |                  |   |  |                                     |         |                          |  |   |       |  |   |         |  
|Net income                                          |  |             |   |                          |   |            |  |   |                 |   |  |                                     | 72,695  |                          |  |   |      |  |   | 72,695  |  
|Foreign currency translation adjustment             |  |             |   |                          |   |            |  |   |                 |   |  |                                     |        |                          |  |   | 1,065 |  |   | 1,065   |  
|                                                    |  |             |    |                          |   |             |  |   |                  |   |  |                                     |         |                          |  |   |       |  |   |         |  
|Total comprehensive income                          |  |             |   |                          |   |            |  |   |                 |   |  |                                     | 72,695  |                          |  |   | 1,065 |  |   | 73,760  |  
|                                                    |  |             |    |                          |   |             |  |   |                  |   |  |                                     |         |                          |  |   |       |  |   |         |  
|Balance at August 28, 2005                          |  | $           | 50 |                          | $ | 111,381     |  | $ | 4,617            |   |  | $                                   | 56,655  |                          |  | $ | 4,355 |  | $ | 177,058 |  
|                                                    |  |             |    |                          |   |             |  |   |                  |   |  |                                     |         |                          |  |   |       |  |   |         |  



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



7



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UAP HOLDING CORP.



NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen and Twenty-Six Week Periods Ended August 28, 2005 and the Thirteen
and Twenty-Seven

Week Periods Ended August 29, 2004



UNAUDITED



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



Interim Financial Statements. The accompanying unaudited condensed consolidated financial statements of UAP Holding Corp. and its subsidiaries (the
Company) 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), us and ConAgra Foods consummated a transaction in which we 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, we consummated the initial public offering of our 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.



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. Typically, at least 75% of our net sales occur 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 our fiscal 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. The basic and
diluted weighted average share calculation for the thirteen weeks



8



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##### Table of Contents

ended August 28, 2005, and August 29, 2004, and the twenty-six weeks and twenty-seven week periods ended August 28, 2005, and August 29,
2004, are presented in the following table.



|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           
|---------------------------------------------------------------------------------------------- | --------------- | --------------------------------------------------------- | --------------- | ------------------------------------ | - | -------------------------------------- |  | - | ---------- |  | - | ----------
|Earnings per share                                                                             |                 | Thirteen Weeks Ended                                      |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   | Twenty-SevenWeeks EndedAugust 29, 2004
|                                                                                               | August 28, 2005 |                                                           | August 29, 2004 |                                      |  
|                                                                                               |                 | (dollars in thousands, except earnings per share amounts)
|Net income                                                                                     |                 | $                                                         | 23,309          |                                      | $ | 21,796                                 |  | $ | 72,695     |  | $ | 47,318    
|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           
|Weighted average shares of common stock outstanding used in computing basic earnings per share |                 |                                                           | 50,444,199      |                                      |   | 47,248,244                             |  |   | 50,438,461 |  |   | 47,176,869
|Net effect of restricted stock units                                                           |                 |                                                           | 241,491         |                                      |   |                                       |  |   | 193, 414   |  |   |          
|Net effect of dilutive stock options                                                           |                 |                                                           | 1,715,490       |                                      |   | 3,418,162                              |  |   | 1,702,418  |  |   | 3,334,888 
|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           
|Weighted average shares of common stock used in computing diluted earnings per share           |                 |                                                           | 52,401,180      |                                      |   | 50,666,406                             |  |   | 52,334,293 |  |   | 50,511,757
|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           
|Basic earnings per share                                                                       |                 | $                                                         | 0.46            |                                      | $ | 0.46                                   |  | $ | 1.44       |  | $ | 1.00      
|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           
|Diluted earnings per share                                                                     |                 | $                                                         | 0.44            |                                      | $ | 0.43                                   |  | $ | 1.39       |  | $ | 0.94      
|                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |            |  |   |           



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 applied the fair value measurement provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
Share-Based Payment would be as follows:



|                                                                                                                          |                 |                                                           |                 |                                      |   |                                        |  |   |        |  |   |       
|------------------------------------------------------------------------------------------------------------------------- | --------------- | --------------------------------------------------------- | --------------- | ------------------------------------ | - | -------------------------------------- |  | - | ------ |  | - | ------
|Stock-Based Compensation                                                                                                  |                 | Thirteen Weeks Ended                                      |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   | Twenty-SevenWeeks EndedAugust 29, 2004
|                                                                                                                          | August 28, 2005 |                                                           | August 29, 2004 |                                      |  
|                                                                                                                          |                 | (dollars in thousands, except earnings per share amounts)
|Net income as reported                                                                                                    |                 | $                                                         | 23,309          |                                      | $ | 21,796                                 |  | $ | 72,695 |  | $ | 47,318
|Less: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax |                 |                                                           | 12              |                                      |   | 36                                     |  |   | 24     |  |   | 71    
|                                                                                                                          |                 |                                                           |                 |                                      |   |                                        |  |   |        |  |   |       
|Pro forma net income                                                                                                      |                 | $                                                         | 23,297          |                                      | $ | 21,760                                 |  | $ | 72,671 |  | $ | 47,247
|                                                                                                                          |                 |                                                           |                 |                                      |   |                                        |  |   |        |  |   |       
|Basic earnings per share:                                                                                                 |                 |                                                           |                 |                                      |   |                                        |  |   |        |  |   |       
|As reported                                                                                                               |                 | $                                                         | 0.46            |                                      | $ | 0.46                                   |  | $ | 1.44   |  | $ | 1.00  
|Pro forma                                                                                                                 |                 | $                                                         | 0.46            |                                      | $ | 0.46                                   |  | $ | 1.44   |  | $ | 1.00  
|Diluted earnings per share:                                                                                               |                 |                                                           |                 |                                      |   |                                        |  |   |        |  |   |       
|As reported                                                                                                               |                 | $                                                         | 0.44            |                                      | $ | 0.43                                   |  | $ | 1.39   |  | $ | 0.94  
|Pro forma                                                                                                                 |                 | $                                                         | 0.44            |                                      | $ | 0.43                                   |  | $ | 1.39   |  | $ | 0.94  



Reclassifications.
Certain prior period amounts in the condensed 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 reclassified
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. We also reclassified cash, vendor prepay, other current
assets, and deferred taxes.



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



The table below details royalties, service charges and other income and expenses.



|                                                         |                 |                        |         |                 |                                      |   |         |                                        |  |   |         |   |  |   |         |  
|-------------------------------------------------------- | --------------- | ---------------------- | ------- | --------------- | ------------------------------------ | - | ------- | -------------------------------------- |  | - | ------- | - |  | - | ------- | -
|Royalties, service charges and other income and expenses |                 | Thirteen Weeks Ended   |         |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   |         | Twenty-SevenWeeks EndedAugust 29, 2004 | 
|                                                         | August 28, 2005 |                        |         | August 29, 2004 |                                      |   |        
|                                                         |                 | (dollars in thousands) |        
|Royalty income                                           |                 | $                      | (4,329  | )               |                                      | $ | (3,050  | )                                      |  | $ | (8,954  | ) |  | $ | (5,147  | )
|Service charge income                                    |                 |                        | (2,644  | )               |                                      |   | (2,929  | )                                      |  |   | (4,040  | ) |  |   | (3,900  | )
|Other income                                             |                 |                        | (3,067  | )               |                                      |   | (4,783  | )                                      |  |   | (4,830  | ) |  |   | (4,388  | )
|                                                         |                 |                        |         |                 |                                      |   |         |                                        |  |   |         |   |  |   |         |  
|Royalties, service charges and other income and expenses |                 | $                      | (10,040 | )               |                                      | $ | (10,762 | )                                      |  | $ | (17,824 | ) |  | $ | (13,435 | )
|                                                         |                 |                        |         |                 |                                      |   |         |                                        |  |   |         |   |  |   |         |  



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 thirteen
and twenty-seven weeks ended August 29, 2004, these charges consisted of $1.9 million and $3.8 million, respectively, relating to the non-accountable charges paid to ConAgra Foods for 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 August 28, 2005, February 27, 2005, and August 29, 2004, the net receivables from customers were $623.8 million, $192.5 million, and $547.1 million, respectively, vendor rebates
receivable were $151.0 million, $23.2 million, and $129.4 million, respectively, and miscellaneous receivables were $23.6 million, $19.2 million, and $30.3 million, respectively. The net receivables from customers include receivables from
unconsolidated investees in the amounts of $2.0 million, $4.0 million, and $4.3 million as of August 28, 2005, February 27, 2005, and August 29, 2004, respectively.



Inventories. Inventories consist primarily of chemicals, fertilizer, and seed, and are carried at the lower of cost or market.
As of August 28, 2005, February 27, 2005, and August 29, 2004, we had $8.6 million, $25.8 million, and $7.4 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 August 28,
2005, February 27, 2005, and August 29, 2004, approximately 58.1%, 23.5%, and 12.5%, respectively, of inventory was reported on the average cost basis.



Inventories are comprised of the following:



|                                  |  |                        |         |                   |   |                 |  |   |        
|--------------------------------- |  | ---------------------- | ------- | ----------------- | - | --------------- |  | - | -------
|                                  |  | August 28, 2005        |         | February 27, 2005 |   | August 29, 2004
|                                  |  | (dollars in thousands)
|Raw materials and work in process |  | $                      | 8,545   |                   | $ | 12,827          |  | $ | 10,504 
|Finished goods                    |  |                        | 506,807 |                   |   | 684,307         |  |   | 439,098
|                                  |  |                        |         |                   |   |                 |  |   |        
|Total                             |  | $                      | 515,352 |                   | $ | 697,134         |  | $ | 449,602
|                                  |  |                        |         |                   |   |                 |  |   |        



Goodwill. At
August 28, 2005, February 27, 2005, and August 29, 2004, goodwill totaled $34.6 million, $34.6 million, and $41.4 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 $19.1 million, $20.3 million, and $21.8 million as of August 28,
2005, February 27, 2005, and August 29, 2004, respectively. Our debt issuance costs consisted of costs associated with United Agri Products, Inc.s revolving credit facility, United Agri Products, Inc.s 81/4% Senior Notes due 2011 (the 81/4% Senior Notes), and our 103/4%
Senior Discount Notes due 2012 (the 103/4% Senior Discount Notes). Debt issuance costs of $1.0
million were recognized in the first half of fiscal year 2006 for the exchange offers relating to the 81/4%
Senior Notes and the 103/4% Senior Discount Notes.



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



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



|                              |  |                                        |       |   |                                          |   |      
|----------------------------- |  | -------------------------------------- | ----- | - | ---------------------------------------- | - | -----
|                              |  | Twenty-Six Weeks Ended August 28, 2005 |       |   | Twenty-Seven Weeks Ended August 29, 2004
|                              |  | (dollars in thousands)                
|Beginning fiscal year balance |  | $                                      | 2,411 |   |                                          | $ | 2,343
|Obligations incurred          |  |                                        |      |   |                                          |   |     
|Obligations settled           |  |                                        |      |   |                                          |   |     
|Accretion expense             |  |                                        | 44    |   |                                          |   | 44   
|Cash flow revision            |  |                                        | (9    | ) |                                          |   | 42   
|                              |  |                                        |       |   |                                          |   |      
|Ending Balance                |  | $                                      | 2,446 |   |                                          | $ | 2,429
|                              |  |                                        |       |   |                                          |   |      



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|6. | Costs Associated with Exit or Disposal Activities
|-- | -------------------------------------------------



We consolidated two regional sales offices and two formulating plants during the second half of fiscal 2005. The tables below show the activity related to costs
associated with exit or disposal activities.



|                                                |  |                                    |      |   |                                      |   |      |  
|----------------------------------------------- |  | ---------------------------------- | ---- | - | ------------------------------------ | - | ---- | -
|Expenses related to closure activities          |  | ThirteenWeeks EndedAugust 28, 2005 |      |   | Twenty-SixWeeks EndedAugust 28, 2005 |  
|                                                |  | (dollars in thousands)             |     
|Severance expenses                              |  | $                                  | 10   |   |                                      | $ | (55  | )
|Lease expense                                   |  |                                    | 52   |   |                                      |   | 52   |  
|Other cost of goods sold                        |  |                                    | 32   |   |                                      |   | 517  |  
|                                                |  |                                    |      |   |                                      |   |      |  
|Total cost of goods sold                        |  |                                    | 94   |   |                                      |   | 514  |  
|Other income                                    |  |                                    |     |   |                                      |   | (24  | )
|                                                |  |                                    |      |   |                                      |   |      |  
|Total closure expenses                          |  | $                                  | 94   |   |                                      | $ | 490  |  
|                                                |  |                                    |      |   |                                      |   |      |  
|                                                |  |                                   
|Liability balance related to closure activities |  | As of August 28, 2005              |      |   | As of February 27, 2005              |  
|                                                |  | (dollars in thousands)             |     
|Beginning fiscal year balance                   |  | $                                  | (724 | ) |                                      | $ |     |  
|Additional expense recognized                   |  |                                    | (490 | ) |                                      |   | (903 | )
|Severance and other expenses settled            |  |                                    | 908  |   |                                      |   | 179  |  
|                                                |  |                                    |      |   |                                      |   |      |  
|Total                                           |  | $                                  | (306 | ) |                                      | $ | (724 | )
|                                                |  |                                    |      |   |                                      |   |      |  



Total estimated closure expenses and
total expenses recognized to date for the above consolidating activities are $1.4 million.



|7. | Income Taxes
|-- | ------------



The following table summarizes the factors causing our income taxes to differ from U.S. federal statutory rates for the thirteen and twenty-six weeks ended August 28, 2005, and the thirteen and twenty-seven weeks
ended August 29, 2004:



|                                                 |                 |                        |        |                                      |  |   |                                        |  |   |        |   |  |   |       
|------------------------------------------------ | --------------- | ---------------------- | ------ | ------------------------------------ |  | - | -------------------------------------- |  | - | ------ | - |  | - | ------
|                                                 |                 | Thirteen Weeks Ended   |        | Twenty-SixWeeks EndedAugust 28, 2005 |  |   | Twenty-SevenWeeks EndedAugust 29, 2004
|                                                 | August 28, 2005 |                        |        | August 29, 2004                      |  |  
|                                                 |                 | (dollars in thousands)
|U.S. federal statutory rate                      |                 | $                      | 13,510 |                                      |  | $ | 12,444                                 |  | $ | 42,167 |   |  | $ | 27,150
|Dividends on shares of stock held in rabbi trust |                 |                        | (103   | )                                    |  |   |                                       |  |   | (185   | ) |  |   |      
|State income taxes                               |                 |                        | 1,611  |                                      |  |   | 1,261                                  |  |   | 5,233  |   |  |   | 2,709 
|Foreign credits and other                        |                 |                        | 273    |                                      |  |   | 53                                     |  |   | 567    |   |  |   | 393   
|                                                 |                 |                        |        |                                      |  |   |                                        |  |   |        |   |  |   |       
|Total                                            |                 | $                      | 15,291 |                                      |  | $ | 13,758                                 |  | $ | 47,782 |   |  | $ | 30,252
|                                                 |                 |                        |        |                                      |  |   |                                        |  |   |        |   |  |   |       



11



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The components of our income tax provision are as follows:



|                                                      |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|----------------------------------------------------- | --------------- | ---------------------- | ------ | --------------- | ------------------------------------ | - | ------ | -------------------------------------- |  | - | ------ | - |  | - | ------
|Income tax provision (benefit)                        |                 | Thirteen Weeks Ended   |        |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   |        | Twenty-SevenWeeks EndedAugust 29, 2004
|                                                      | August 28, 2005 |                        |        | August 29, 2004 |                                      |   |       
|                                                      |                 | (dollars in thousands)
|Current:                                              |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|U.S. federal                                          |                 | $                      | 13,430 |                 |                                      | $ | (1,894 | )                                      |  | $ | 44,855 |   |  | $ | 2,187 
|U.S. state                                            |                 |                        | 1,798  |                 |                                      |   | (184   | )                                      |  |   | 6,051  |   |  |   | 282   
|Outside United States                                 |                 |                        | 1,646  |                 |                                      |   | 1,754  |                                        |  |   | 3,440  |   |  |   | 4,125 
|Effect of foreign currency exchange on deferred taxes |                 |                        | 27     |                 |                                      |   |       |                                        |  |   | 19     |   |  |   |      
|                                                      |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|Total current                                         |                 |                        | 16,901 |                 |                                      |   | (324   | )                                      |  |   | 54,365 |   |  |   | 6,594 
|Deferred:                                             |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|U.S. federal                                          |                 |                        | (1,396 | )               |                                      |   | 12,638 |                                        |  |   | (5,746 | ) |  |   | 21,232
|U.S. state                                            |                 |                        | (187   | )               |                                      |   | 1,444  |                                        |  |   | (818   | ) |  |   | 2,426 
|Outside United States                                 |                 |                        |       |                 |                                      |   |       |                                        |  |   |       |   |  |   |      
|Effect of foreign currency exchange on deferred taxes |                 |                        | (27    | )               |                                      |   |       |                                        |  |   | (19    | ) |  |   |      
|                                                      |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|Total deferred                                        |                 |                        | (1,610 | )               |                                      |   | 14,082 |                                        |  |   | (6,583 | ) |  |   | 23,658
|                                                      |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       
|Total                                                 |                 | $                      | 15,291 |                 |                                      | $ | 13,758 |                                        |  | $ | 47,782 |   |  | $ | 30,252
|                                                      |                 |                        |        |                 |                                      |   |        |                                        |  |   |        |   |  |   |       



As of August 29, 2004, we fully
utilized the net operating tax loss of $37.7 million for the period from the date of the Acquisition through February 22, 2004. We anticipate that we will use the $0.4 million long-term foreign tax credit in the current year. The deferred tax
balances as of August 28, 2005 are based on information known as of the date of this report.



|8. | Debt
|-- | ----



Total current and long-term debt as of August 28, 2005, February 27, 2005, and August 29, 2004, consisted of the following:



|                                                |  |                        |         |                   |   |                 |  |   |        
|----------------------------------------------- |  | ---------------------- | ------- | ----------------- | - | --------------- |  | - | -------
|                                                |  | August 28, 2005        |         | February 27, 2005 |   | August 29, 2004
|                                                |  | (dollars in thousands)
|Total debt                                      |  |                        |         |                   |   |                 |  |   |        
|Revolving credit facility                       |  | $                      |        |                   | $ | 55              |  | $ | 180,299
|81/4%
Senior Notes                              |  |                        | 203,500 |                   |   | 203,500         |  |   | 225,000
|103/4% Senior Discount Notes, at accreted value |  |                        | 97,651  |                   |   | 92,448          |  |   | 87,759 
|                                                |  |                        |         |                   |   |                 |  |   |        
|Total debt                                      |  |                        | 301,151 |                   |   | 296,003         |  |   | 493,058
|Less: current portion                           |  |                        |         |                   |   |                 |  |   |        
|Revolving credit facility                       |  |                        |        |                   |   | 55              |  |   | 180,299
|                                                |  |                        |         |                   |   |                 |  |   |        
|Total long-term debt                            |  | $                      | 301,151 |                   | $ | 295,948         |  | $ | 312,759
|                                                |  |                        |         |                   |   |                 |  |   |        



United Agri Products, Inc.s
$500.0 million asset based revolving credit facility will mature in 2008.



At
August 28, 2005, there was $500.0 million of borrowing availability under the revolving credit facility and United Agri Products Inc. had borrowing capacity thereunder of $486.7 million (after giving effect to $13.3 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, United Agri
Products, Inc. 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.



The increase in
the 103/4% Senior Discount Notes is due primarily to accretion of the discount.



As of August 28, 2005, management believes approximately $58 million of permitted
distributions were available under our restricted payment covenant in our indenture governing the 103/4% Senior
Discount Notes before giving effect to the September 1, 2005 dividend payment of $8.2 million.



|9. | 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.



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|10. | 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 $7.8 million and $27.1 million for the thirteen and twenty-six weeks ended August 28, 2005, respectively, and $10.7 million and $29.9 million for the thirteen
and twenty-seven weeks ended August 29, 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 7.10% of payroll. Benefits are based on years of credited service and average compensation in the last 5 years of service. Components of the UAP Canada pension plan are reported below.



The change in pension benefit costs is as follows:



|                                                   |                 |                        |     |                 |                                      |   |     |                                         |  |   |     |   |  |   |     |  
|-------------------------------------------------- | --------------- | ---------------------- | --- | --------------- | ------------------------------------ | - | --- | --------------------------------------- |  | - | --- | - |  | - | --- | -
|Pension benefit costs                              |                 | Thirteen Weeks Ended   |     |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   |     | Twenty-SevenWeeks Ended August 29, 2004 | 
|                                                   | August 28, 2005 |                        |     | August 29, 2004 |                                      |   |    
|                                                   |                 | (dollars in thousands) |    
|Service cost for benefits earned during the period |                 | $                      | 93  |                 |                                      | $ | 107 |                                         |  | $ | 162 |   |  | $ | 214 |  
|Interest cost on benefit obligations               |                 |                        | 48  |                 |                                      |   | 51  |                                         |  |   | 83  |   |  |   | 102 |  
|Assumed return on plan assets                      |                 |                        | (38 | )               |                                      |   | (47 | )                                       |  |   | (66 | ) |  |   | (94 | )
|                                                   |                 |                        |     |                 |                                      |   |     |                                         |  |   |     |   |  |   |     |  
|Total pension benefit costs                        |                 | $                      | 103 |                 |                                      | $ | 111 |                                         |  | $ | 179 |   |  | $ | 222 |  
|                                                   |                 |                        |     |                 |                                      |   |     |                                         |  |   |     |   |  |   |     |  



|11. | Equity
|--- | ------



Stock Options. The changes in the outstanding stock options under our two stock option plans during the thirteen and twenty-six weeks ended August 28, 2005, and the thirteen and twenty-seven weeks
ended August 29, 2004, are summarized below:



|                             |  |                         |   |  |                                          |     
|---------------------------- |  | ----------------------- | - |  | ---------------------------------------- | ----
|Stock options                |  | Shares subject tooption |   |  | Weighted-averageExercise price per share
|Balance at February 27, 2005 |  | 3,359,535               |   |  | $                                        | 2.56
|Granted                      |  |                        |   |  |                                          |     
|Exercised                    |  | (37,259                 | ) |  | $                                        | 2.56
|Forfeited / lapsed           |  | (13,550                 | ) |  | $                                        | 2.56
|                             |  |                         |   |  |                                          |     
|Balance at August 28, 2005   |  | 3,308,726               |   |  | $                                        | 2.56
|                             |  |                         |   |  |                                          |     
|Vested at August 28, 2005    |  | 2,504,568               |   |  | $                                        | 2.56
|                             |  |                         |   |  |                                          |     
|Balance at February 22, 2004 |  | 2,789,115               |   |  | $                                        | 2.56
|Granted                      |  | 629,047                 |   |  | $                                        | 2.56
|Exercised                    |  |                        |   |  |                                          |     
|Forfeited / lapsed           |  |                        |   |  |                                          |     
|                             |  |                         |   |  |                                          |     
|Balance at August 29, 2004   |  | 3,418,162               |   |  | $                                        | 2.56
|                             |  |                         |   |  |                                          |     
|Vested at August 29, 2004    |  | 351,762                 |   |  | $                                        | 2.56
|                             |  |                         |   |  |                                          |     



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Deferred Compensation Plans. We maintain two deferred compensation plans for the benefit of certain members
of 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. The company 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 the companys creditors in the event of the companys insolvency.



As of August 28, 2005, there were 1,804,625 shares of our common stock remaining in the Rabbi Trust. The shares of common stock held by
the Rabbi Trust are issued and outstanding, and therefore participate in dividends and are included in the calculation of the weighted average share computation.



Dividends Declared and Paid. On July 18, 2005, our board declared a quarterly dividend on our common stock in the amount
of $0.1625 per share. The record date for the dividend payment was August 15, 2005, and the payment date was September 1, 2005. We paid a $0.125 per share dividend on June 1, 2005.



Long-Term Incentive Plan. During the thirteen weeks ended August 28, 2005,
2,000 restricted stock units (RSUs) were granted to certain employees and management pursuant to our 2004 Long-Term Incentive Plan. A total of 249,575 RSUs have been granted and 250 RSUs have been forfeited in the
twenty-six weeks ended August 28, 2005. There were 249,325 RSUs outstanding at August 28, 2005. The RSUs vest ratably over four years, 25% on each of the four anniversaries of the grant date. We recorded $0.3 million and $0.4
million as compensation expense for the thirteen and twenty-six week periods ended August 28, 2005.



On April 29, 2005, our board of directors adopted a directors deferred compensation plan (the Director DCP). The Director DCP allows our 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. Our board of directors (or its compensation committee) may also grant our 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 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 our 2004 Long-Term Incentive 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 DCP as of August 28, 2005.



Preferred Stock. Upon consummation of the Common Stock Offering, we eliminated the Series A Redeemable Preferred Stock in its
entirety. As of August 29, 2004, the outstanding amount of Series A Redeemable Preferred Stock of $36.1 million included $2.2 million of accrued dividends.



|12. | Business Segment and Related Information
|--- | ----------------------------------------



We operate in one segment. Net sales and long-lived assets by geographical area are as follows:



|              |                 |                        |                 |                                      |   |                                        |  |   |           |  |   |          
|------------- | --------------- | ---------------------- | --------------- | ------------------------------------ | - | -------------------------------------- |  | - | --------- |  | - | ---------
|Net sales     |                 | Thirteen Weeks Ended   |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   | Twenty-SevenWeeks EndedAugust 29, 2004
|              | August 28, 2005 |                        | August 29, 2004 |                                      |  
|              |                 | (dollars in thousands)
|United States |                 | $                      | 727,350         |                                      | $ | 676,444                                |  | $ | 2,049,850 |  | $ | 1,903,033
|Canada        |                 |                        | 30,109          |                                      |   | 27,537                                 |  |   | 64,519    |  |   | 59,437   
|              |                 |                        |                 |                                      |   |                                        |  |   |           |  |   |          
|Total         |                 | $                      | 757,459         |                                      | $ | 703,981                                |  | $ | 2,114,369 |  | $ | 1,962,470
|              |                 |                        |                 |                                      |   |                                        |  |   |           |  |   |          



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|                  |  |                        |         |                   |   |                 |  |   |        
|----------------- |  | ---------------------- | ------- | ----------------- | - | --------------- |  | - | -------
|Long-lived assets |  | August 28, 2005        |         | February 27, 2005 |   | August 29, 2004
|                  |  | (dollars in thousands)
|United States     |  | $                      | 178,245 |                   | $ | 178,056         |  | $ | 175,049
|Canada            |  |                        | 3,941   |                   |   | 4,098           |  |   | 4,027  
|                  |  |                        |         |                   |   |                 |  |   |        
|Total             |  | $                      | 182,186 |                   | $ | 182,154         |  | $ | 179,076
|                  |  |                        |         |                   |   |                 |  |   |        



Net sales by product category are as
follows:



|                              |                 |                        |                 |                                      |   |                                         |  |   |           |  |   |          
|----------------------------- | --------------- | ---------------------- | --------------- | ------------------------------------ | - | --------------------------------------- |  | - | --------- |  | - | ---------
|Net sales by product category |                 | Thirteen Weeks Ended   |                 | Twenty-SixWeeks EndedAugust 28, 2005 |   | Twenty-SevenWeeks Ended August 29, 2004
|                              | August 28, 2005 |                        | August 29, 2004 |                                      |  
|                              |                 | (dollars in thousands)
|Chemicals                     |                 | $                      | 570,455         |                                      | $ | 533,623                                 |  | $ | 1,293,995 |  | $ | 1,257,721
|Fertilizer                    |                 |                        | 146,844         |                                      |   | 128,536                                 |  |   | 483,271   |  |   | 409,269  
|Seed                          |                 |                        | 22,671          |                                      |   | 26,360                                  |  |   | 298,969   |  |   | 259,971  
|Other                         |                 |                        | 17,489          |                                      |   | 15,462                                  |  |   | 38,134    |  |   | 35,509   
|                              |                 |                        |                 |                                      |   |                                         |  |   |           |  |   |          
|Total                         |                 | $                      | 757,459         |                                      | $ | 703,981                                 |  | $ | 2,114,369 |  | $ | 1,962,470
|                              |                 |                        |                 |                                      |   |                                         |  |   |           |  |   |          



Net sales by geographical area are
based on the location of the facility producing the sales.



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.



|13. | Subsequent Events
|--- | -----------------



On September 19, 2005, we announced a restructuring of our organization and management. As part of the restructuring, we consolidated ten of our regional distribution organizations into five, closed one regional
finance center, and further centralized and consolidated various accounting and administrative functions. Further, we have terminated approximately 100 employees located throughout the United States. We anticipate completing the majority of the
restructuring in the third quarter of our fiscal year 2006.



We anticipate
these activities will result in a total restructuring charge of approximately $1.1 to $1.5 million, primarily related to the payment of one-time termination benefits. The entire amount of this restructuring charge is expected to be paid in cash over
the next twelve months.



On October 6, 2005, our board declared a
quarterly dividend on our common stock in the amount of $0.1625 per share. The record date for the dividend payment will be November 15, 2005, and the payment date will be December 1, 2005.



15



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##### Table of Contents

|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, ours, and UAP refer specifically to UAP Holding Corp. and its consolidated
subsidiaries. Additionally, all references to UAP Holdings Corp. refer specifically only to UAP Holding Corp., excluding its subsidiaries, and all references to United Agri Products refer specifically only to United Agri
Products, Inc., and 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 condensed consolidated financial statements and notes thereto appearing elsewhere in this report. The results of operations for the thirteen and
twenty-six weeks ended August 28, 2005, are not necessarily indicative of the results to be expected for other interim periods or for the full fiscal year. This section 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;
| | - |  | ---------------------



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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 addressed the non-crop markets with a focused management team, and have made modifications to our sales coverage and asset base in those markets.



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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##### Table of Contents

RESULTS OF OPERATIONS



Analysis of Condensed Consolidated Statements of Earnings



|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|-------------------------------------------------------- |  | ----------------------------------------- | ------- | - | --------------- | - | ------- | ------------------------------------ |  | ------ | -------------------------------------- |  | - | ------------- | - |  | - | --------- | - |  | ----- | -
|                                                         |  | Thirteen Weeks Ended                      |         |   | PercentChange   |   |         | Twenty-SixWeeks EndedAugust 28, 2005 |  |        | Twenty-SevenWeeks EndedAugust 29, 2004 |  |   | PercentChange |  
|                                                         |  | August 28, 2005                           |         |   | August 29, 2004 |   |         |                                      |  |       
|                                                         |  | (dollars in thousands, except share data) |        
|Net Sales                                                |  | $                                         | 757,459 |   |                 | $ | 703,981 |                                      |  | 7.6    | %                                      |  | $ | 2,114,369     |   |  | $ | 1,962,470 |   |  | 7.7   | %
|Cost of goods sold                                       |  |                                           | 647,700 |   |                 |   | 596,959 |                                      |  | 8.5    | %                                      |  |   | 1,835,858     |   |  |   | 1,719,714 |   |  | 6.8   | %
|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Gross profit                                             |  |                                           | 109,759 |   |                 |   | 107,022 |                                      |  | 2.6    | %                                      |  |   | 278,511       |   |  |   | 242,756   |   |  | 14.7  | %
|Selling, general and administrative expenses             |  |                                           | 73,688  |   |                 |   | 70,436  |                                      |  | 4.6    | %                                      |  |   | 160,037       |   |  |   | 153,392   |   |  | 4.3   | %
|Gain on sale of assets                                   |  |                                           | (1,455  | ) |                 |   | (32     | )                                    |  | 4446.9 | %                                      |  |   | (1,473        | ) |  |   | (604      | ) |  | 143.9 | %
|Royalties, service charges and other income and expenses |  |                                           | (10,040 | ) |                 |   | (10,762 | )                                    |  | -6.7   | %                                      |  |   | (17,824       | ) |  |   | (13,435   | ) |  | 32.7  | %
|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Operating income                                         |  |                                           | 47,566  |   |                 |   | 47,380  |                                      |  | 0.4    | %                                      |  |   | 137,771       |   |  |   | 103,403   |   |  | 33.2  | %
|Third party interest expense                             |  |                                           | 8,966   |   |                 |   | 9,951   |                                      |  | -9.9   | %                                      |  |   | 17,294        |   |  |   | 22,083    |   |  | -21.7 | %
|Finance related and other charges                        |  |                                           |        |   |                 |   | 1,875   |                                      |  | NM     |                                        |  |   |              |   |  |   | 3,750     |   |  | NM    |  
|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Income before income taxes                               |  |                                           | 38,600  |   |                 |   | 35,554  |                                      |  | 8.6    | %                                      |  |   | 120,477       |   |  |   | 77,570    |   |  | 55.3  | %
|Income tax expense                                       |  |                                           | 15,291  |   |                 |   | 13,758  |                                      |  | 11.1   | %                                      |  |   | 47,782        |   |  |   | 30,252    |   |  | 57.9  | %
|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Net income                                               |  | $                                         | 23,309  |   |                 | $ | 21,796  |                                      |  | 6.9    | %                                      |  | $ | 72,695        |   |  | $ | 47,318    |   |  | 53.6  | %
|                                                         |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Basic earnings per share                                 |  | $                                         | 0.46    |   |                 | $ | 0.46    |                                      |  | 0.0    | %                                      |  | $ | 1.44          |   |  | $ | 1.00      |   |  | 44.0  | %
|Diluted earnings per share                               |  | $                                         | 0.44    |   |                 | $ | 0.43    |                                      |  | 2.3    | %                                      |  | $ | 1.39          |   |  | $ | 0.94      |   |  | 47.9  | %
|NM = Not Meaningful                                      |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|                                                         |  |                                           |         |   |                 |  
|Effective tax rate                                       |  |                                           | 39.6    | % |                 |   | 38.7    | %                                    |  |        |                                        |  |   | 39.7          | % |  |   | 39.0      | % |  |       |  
|                                                         |  |                                           |         |   |                 |  
|Comparison as a Percent of Net Sales:                    |  |                                           |         |   |                 |   |         |                                      |  |        |                                        |  |   |               |   |  |   |           |   |  |       |  
|Gross margin                                             |  |                                           | 14.5    | % |                 |   | 15.2    | %                                    |  |        |                                        |  |   | 13.2          | % |  |   | 12.4      | % |  |       |  
|Selling, general and administrative expenses             |  |                                           | 9.7     | % |                 |   | 10.0    | %                                    |  |        |                                        |  |   | 7.6           | % |  |   | 7.8       | % |  |       |  
|Operating income                                         |  |                                           | 6.3     | % |                 |   | 6.7     | %                                    |  |        |                                        |  |   | 6.5           | % |  |   | 5.3       | % |  |       |  
|Income before income taxes                               |  |                                           | 5.1     | % |                 |   | 5.1     | %                                    |  |        |                                        |  |   | 5.7           | % |  |   | 4.0       | % |  |       |  
|Net income                                               |  |                                           | 3.1     | % |                 |   | 3.1     | %                                    |  |        |                                        |  |   | 3.4           | % |  |   | 2.4       | % |  |       |  



Thirteen Weeks Ended
August 28, 2005, Compared to Thirteen Weeks Ended August 29, 2004



Net Sales. Sales increased to $757.5 million in the thirteen weeks ended August 28, 2005, compared to $704.0 million for the thirteen weeks ended August 29, 2004.



Sales of chemicals increased to $570.5 million in the thirteen weeks ended August 28,
2005, from $533.6 million in the thirteen weeks ended August 29, 2004. Share gains in the Midwest, Texas, and the Midsouth, helped overcome lower sales in the North Plains. Also, we now bill directly the Monsanto bulk herbicide business which
during fiscal 2005 were commissioned agent transactions. Higher volumes of glyphosate herbicides more than offset lower end user unit prices for glyphosate products, while insecticide and fungicide treatments were up compared to last year due to an
increase in disease and insect infestations. Sales of fertilizer increased to $146.8 million in the thirteen weeks ended August 28, 2005, from $128.5 million in the thirteen weeks ended August 29, 2004. The increase was due to higher
pricing offsetting slightly lower volumes as growers marginally reduced fertilizer applications due to higher prices. Sales of seed decreased to $22.7 million in the thirteen weeks ended August 28, 2005, from $26.4 million in the thirteen weeks
ended August 29, 2004. The decrease was due primarily to lower sales of soybean seed in the Midwest because of earlier seasonal plantings. Sales of other products increased slightly to $17.5 million



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in the thirteen weeks ended August 28, 2005, from $15.5 million in the thirteen weeks ended August 29, 2004, due to an increase in application
fees.



Cost of Goods Sold. Cost of goods sold was $647.7 million
in the thirteen weeks ended August 28, 2005, compared to $597.0 million in the thirteen weeks ended August 29, 2004. Gross profit (net sales less cost of goods sold) was $109.8 million in the thirteen weeks ended August 28, 2005,
compared to $107.0 million in the thirteen weeks ended August 29, 2004. Gross margin (gross profit as a percentage of net sales) was 14.5% in the thirteen weeks ended August 28, 2005, compared to 15.2% in the thirteen weeks ended
August 29, 2004. The increase in gross profit was primarily due to lower supply chain costs and slightly better application margins, which were offset by the volume decline in seed and some erosion in the profitability of glyphosate herbicides.
The decrease in gross margin is due primarily to higher fertilizer prices as well as lower glyphosate margins. Gross profit includes supplier 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 $73.7 million in the thirteen weeks ended August 28, 2005, from $70.4 million in the thirteen weeks ended
August 29, 2004. SG&A expenses were 9.7% of sales during the thirteen weeks ended August 28, 2005, and 10.0% of sales during the thirteen weeks ended August 29, 2004. The increase in expenses was due to higher personnel costs and
professional expenses associated with becoming an independent public company, fewer recoveries of bad debt and increased vehicle expenses including fuel as compared to the thirteen weeks ended August 29, 2004. The SG&A expenses for the
thirteen weeks ended August 29, 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 decreased to $10.0 million in the thirteen weeks ended August 28, 2005, from $10.8 million in the thirteen weeks ended August 29, 2004.
Higher royalty income during the thirteen weeks ended August 28, 2005, was offset by a gain on a post closing settlement of an acquisition during the thirteen weeks ended August 29, 2004. Higher royalties are a result of the market success
of those products from which we receive royalty payments.



Third Party
Interest Expense. Interest expense decreased $1.0 million to $9.0 million in the thirteen weeks ended August 28, 2005, from $10.0 million for the thirteen weeks ended August 29, 2004. The decrease was due to interest on preferred
stock redeemed in October and November 2004, and interest relating to $21.5 million of 81/4% Senior Notes which
were redeemed in December 2004.



Finance Related and Other
Charges. Finance related and other charges for the thirteen weeks ended August 29, 2004, consist of $1.9 million of transition services agreement expenses with ConAgra Foods related to the Acquisition.



Income Taxes. The effective income tax rate was 39.6% for the thirteen weeks
ended August 28, 2005, versus 38.7% for the thirteen weeks ended August 29, 2004.



Twenty-Six Weeks Ended August 28, 2005, Compared to Twenty-Seven Weeks Ended August 29, 2004



Net Sales. Sales increased to $2,114.4 million in the twenty-six weeks ended August 28, 2005, compared to $1,962.5 million for the twenty-seven weeks
ended August 29, 2004. Sales of proprietary chemical and seed products were 14.6% of total chemical and seed sales in the twenty-six weeks ended August 28, 2005, compared to 14.4% for the twenty-seven weeks ended August 29, 2004,
reflecting our strategy to grow sales of proprietary products.



Sales of
chemicals increased to $1,294.0 million in the twenty-six weeks ended August 28, 2005, from $1,257.7 million in the twenty-seven weeks ended August 29, 2004. Share gains in the Midwest, Texas, the Midsouth and Southeast, helped overcome
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. Also, we now bill directly the Monsanto bulk herbicide business
which during fiscal 2005 were commissioned agent transactions. Higher volumes of glyphosate herbicides more than offset lower end user unit prices for glyphosate



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products, while insecticide and fungicide treatments were up compared to last year due to an increase in disease and insect infestations. Sales of fertilizer
increased to $483.3 million in the twenty-six weeks ended August 28, 2005, from $409.3 million in the twenty-seven weeks ended August 29, 2004. The increase was due to higher pricing, offsetting slightly lower volumes. The slightly lower
fertilizer volumes are due to lower in season applications as a result of higher prices, partially offset by higher early season 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 $299.0 million in the twenty-six weeks ended August 28, 2005, from $260.0 million in the twenty-seven weeks ended August 29, 2004. The increase was due primarily to sales growth on both third party and
proprietary brands and higher prices due to increased sales of seed with enhanced traits. Sales of other products increased slightly to $38.1 million in the twenty-six weeks ended August 28, 2005, from $35.5 million in the twenty-seven weeks
ended August 29, 2004, due to an increase in application fees.



Cost
of Goods Sold. Cost of goods sold was $1,835.9 million in the twenty-six weeks ended August 28, 2005, compared to $1,719.7 million in the twenty-seven weeks ended August 29, 2004. Gross profit (net sales less cost of goods sold)
was $278.5 million in the twenty-six weeks ended August 28, 2005, compared to $242.8 million in the twenty-seven weeks ended August 29, 2004. Gross margin (gross profit as a percentage of net sales) was 13.2% in the twenty-six weeks ended
August 28, 2005, compared to 12.4% in the twenty-seven weeks ended August 29, 2004. The increase in gross profit and gross margin was due partially to an increase in cost of sales of $17.4 million in the twenty-seven weeks ended
August 29, 2004, resulting 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 twenty-seven weeks ended August 29, 2004. The remaining increase in gross profit was due primarily to lower supply chain costs, growth in seed and fertilizer sales, and growth in insecticide and fungicide sales. These gains were
partially offset by some erosion in the profitability of glyphosate herbicides and plant growth regulators. 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 $160.0 million in the twenty-six weeks ended August 28, 2005 from $153.4 million in the twenty-seven weeks ended August 29,
2004. SG&A expenses decreased slightly to 7.6% of sales during the twenty-six weeks ended August 28, 2005, from 7.8% of sales during the twenty-seven weeks ended August 29, 2004. The increase in expenses was due to higher personnel
costs and professional expenses associated with becoming an independent public company, higher insurance costs, fewer recoveries of bad debt, and increased vehicle expenses including fuel. These increases were partially offset by having one less
week of operating expenses in the twenty-six weeks ended August 28, 2005. The SG&A expenses for the twenty-seven weeks ended August 29, 2004 include $0.5 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 $17.8
million in the twenty-six weeks ended August 28, 2005, from $13.4 million in the twenty-seven weeks ended August 29, 2004. The increase was due to higher royalty income during the twenty-six weeks ended August 28, 2005, slightly
offset by a gain on a post closing settlement of an acquisition during the twenty-seven weeks ended August 29, 2004. Higher royalties are a result of the market success of those products from which we receive royalty payments.



Third Party Interest Expense. Interest expense was $4.8 million lower at $17.3
million in the twenty-six weeks ended August 28, 2005, compared to $22.1 million for the twenty-seven weeks ended August 29, 2004. The twenty-seven weeks ended August 29, 2004, included interest expense on preferred stock redeemed in
October and November 2004 and interest relating to $21.5 million of the 81/4% Senior Notes redeemed in December
2004, and $1.9 million of interest paid to ConAgra Foods for the acquisition.



Finance Related and Other Charges. Finance related and other charges for the twenty-seven weeks ended August 29, 2004, consist of $3.8 million transition services agreement expenses with ConAgra Foods related to the
Acquisition.



Income Taxes. The effective income tax rate was
39.7% for the twenty-six weeks ended August 28, 2005, versus 39.0% for the twenty-seven weeks ended August 29, 2004.



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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.



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 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 provided (used) by operating activities totaled $14.5 million in the twenty-six weeks ended August 28, 2005, compared to ($311.7) million in the
twenty-seven weeks ended August 29, 2004. The improvement in net cash provided by operating activities in the current period versus the prior period is due primarily 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 twenty-six weeks ended August 28, 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 twenty-seven weeks ended August 29, 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
costs per ton.



Cash flows used in investing activities totaled $3.7 million
for the twenty-six weeks ended August 28, 2005, and $63.3 million for the twenty-seven weeks ended August 29, 2004. Additions to property, plant and equipment were $6.4 million in the twenty-six weeks ended August 28, 2005, compared
to $6.1 million in the twenty-seven weeks ended August 29, 2004. Capital spending during the twenty-six weeks ended August 28, 2005 was for a variety of projects; the largest was related to a fertilizer terminal expansion project. During
the twenty-seven weeks ended August 29, 2004, the company made the final acquisition payment to ConAgra Foods for $58.2 million.



Cash flows provided (used) by financing activities were ($1.5) million in the twenty-six weeks ended August 28, 2005, compared to $223.2 million in the twenty-seven
weeks ended August 29, 2004. Cash flows provided by financing activities for August 29, 2004, reflect borrowings under our revolving credit facility used to accommodate our seasonal working capital needs. We actively manage our cash
balances which results in check float on zero balance accounts. The net change in float was $5.8 million and $42.9 million for the periods ending August 28, 2005, and August 29, 2004, respectively. Dividends paid to common stockholders
were $6.3 million for the twenty-six weeks ended August 28, 2005. No dividends were paid in the twenty-seven weeks ended August 29, 2004.



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Credit Facility. At August 28, 2005, there was $500.0 million of borrowing availability under the
revolving credit facility and United Agri Products, Inc. had borrowing capacity thereunder of $486.7 million after giving effect to $13.3 million of letters of credit under the sub-facility. At August 28, 2005, we had no short-term debt
outstanding under our revolving credit facility compared to an outstanding balance of $180.3 million at August 29, 2004. We were able to reduce our borrowings compared to the same period a year ago by increasing our terms with our suppliers.



Since inception of the credit facility, we have been in compliance with its
financial covenants. During the fifty-two weeks ended August 28, 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 $57.6
million on August 28, 2005. Our average period end borrowings (net of cash on hand) for the fifty-two week period ended August 28, 2005, were approximately $61.7 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 the ordinary course of business during the thirteen or twenty-six weeks ended
August 28, 2005.



Holding Company



As a holding company, our investments in our operating subsidiaries, including United Agri
Products, constitute substantially all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. Our principal source of the cash required to pay our and our
subsidiaries obligations and to repay the principal amount of our and our subsidiaries obligations, including the 103/4% Senior Discount Notes, is the cash that our subsidiaries generate from their operations and our borrowings under the revolving credit facility. Our subsidiaries are separate and distinct legal entities and have no
obligations to make funds available to us. The terms of the agreements governing our existing indebtedness generally restrict our subsidiaries from paying dividends, making loans or other distributions and otherwise transferring assets to us.
Furthermore, our subsidiaries are permitted under the terms of the revolving credit facility and the indentures governing the 81/4% Senior Notes and 103/4% Senior Discount Notes to incur additional indebtedness that
may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing our current and future indebtedness will permit our
subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on our indebtedness when due. If we consummate an acquisition, our debt service requirements could increase. We may need
to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.



Dividend Policy



Currently we intend to pay quarterly cash dividends on our common stock at an annual rate of $0.65 per share.On July 18, 2005,
our board declared a quarterly dividend on our common stock in the amount of $0.1625 per share. The record date for the dividend payment was August 15, 2005, and the payment date was September 1, 2005. We paid a $0.125 dividend per share
on 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 and the 103/4% Senior Discount Notes, may also restrict us from paying cash dividends on our common stock under some circumstances. As of August 28, 2005, management believes
approximately $58 million of permitted distributions were available to pay dividends under our restricted payment covenant in our indenture governing the 103/4% Senior Discount Notes before giving effect to the September 1, 2005 dividend payment of $8.2 million.



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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 the principal and interest on our outstanding debt will be reduced. A failure to
pay the principal 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 thereunder, 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 indentures governing the 81/4% Senior Notes and the 103/4% Senior Discount Notes, additional debt could be secured and therefore effectively be senior to the 81/4% Senior Notes and the 103/4% Senior
Discount Notes.



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 in response to changes in supplier rebate programs.



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;
| | - |  | ----------------------------------------------------------



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| |  |  | 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.
| | - |  | ------------------------------------------------------



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 August 28, 2005, were approximately $61.7 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 August 28, 2005, a one percentage point change in the assumed weighted average interest rate on such credit facility would change our annual interest expense by $0.6 million.



Our foreign currency risk is limited primarily to the exchange rate differential in the
Canadian and US dollar. The exchange rate was 0.8339, 0.8074, and 0.7603, at August 28, 2005, February 27, 2005, and August 29, 2004, respectively. The exchange rate has been between 0.7851 and 0.8430 for the twenty-six weeks
ended August 28, 2005. A 1% change in the exchange rate has approximately a $0.4 million impact on the balance sheet value.



Changes in energy prices have a direct impact on our fuel costs. Over the past year the national weekly average per gallon price of diesel has increased from
approximately $1.87 to $2.59 and gasoline has increased from $1.83 to $2.58 as of August 28, 2005. These price increases impact our supply chain and selling expenses. Based on our usage mix of these two fuels, we estimate that on average we have
experienced a 30% increase in fuel prices year over year through the second quarter. Based on our historic usage, a $0.15 increase in the annual average per gallon price of fuel would increase our fuel expense by $1.0 million. Higher fuel prices
also affect our customers such that higher expenses for fuel and higher prices for fertilizer inputs may reduce the cash or credit available to our customers with which they purchase other inputs or services from us.



|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).



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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, and 5
are not applicable and have been omitted.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



| | (a) | The first annual meeting of stockholders was held on July 18, 2005.
| | --- | -------------------------------------------------------------------



| | (b) | Directors elected at the meeting were: L. Kenneth Cordell, Carl J. Rickertsen, and Thomas R. Miklich.
| | --- | -----------------------------------------------------------------------------------------------------



Incumbent Directors whose terms expire in subsequent years are: Joshua J. Harris, Robert Katz, Marc E. Becker, Stan Parker,
and William H. Schumann, III.



| | (c) | The matters voted upon at the meeting and the results of the voting were as follows:
| | --- | ------------------------------------------------------------------------------------



| | (1) | Election of Directors:
| | --- | ----------------------



|                   |  |       |  |               |  |            |  |          
|------------------ |  | ----- |  | ------------- |  | ---------- |  | ---------
|                   |  | CLASS |  | TERM EXPIRING |  | FOR        |  | WITHHELD 
|L. Kenneth Cordell |  | I     |  | 2008          |  | 45,685,838 |  | 1,604,473
|Carl J. Rickertsen |  | I     |  | 2008          |  | 47,165,286 |  | 125,025  
|Thomas R. Miklich  |  | I     |  | 2008          |  | 46,300,859 |  | 989,452  



| | (2) | Ratification of Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accounting Firm for the 2006 Fiscal Year ending
February 26, 2006:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |         |  |         |  |                
|---------- |  | ------- |  | ------- |  | ---------------
|FOR        |  | AGAINST |  | ABSTAIN |  | BROKER NON-VOTE
|46,671,932 |  | 616,275 |  | 2,104   |  | 3,144,061      



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



|     |  |                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-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 13a-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: October 11, 2005



UAP HOLDING CORP. (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)




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