Second Quarter 2008 [Read-Only] -...

Investor Presentation

Fiscal 2008 – Second Quarter

2

CONFIDENTIAL

Forward Looking Statements and Non-GAAP Measures

This presentation may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. These statements include, but are not limited to, discussions regarding industry outlook, the company’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this presentation, the words “believe,”“anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks related to the seasonality of the company’s business and weather conditions in its markets, its substantial leverage and restrictions contained in its debt agreements, the possibility of liability for pollution and other damage that is not covered by insurance or that exceeds its insurance coverage, its dependence on rebate programs, its ability to build upon its distribution network through ongoing acquisitions, and other risks identified and discussed under the caption "Risk Factors" in the Form 10-K, filed with the Securities and Exchange Commission on April 26, 2007, and in the other documents the company files with the SEC from time to time. The company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this presentation to reflect any change in events, conditions or circumstances upon which any such forward-looking statements are based.

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CONFIDENTIAL

Forward Looking Statements and Non-GAAP Measures

This presentation uses the non-GAAP financial measures of EBITDA, adjusted pro forma EBITDA, ongoing net income, ongoing earnings per diluted share, free cash flow, trade working capital, after tax cash flow and average trade working capital. These financial measures exclude the impact of gains on certain asset sales and expenses related to the company’s previously proposed offering of income deposit securities, the write-up of inventory to fair market value, the transition services provided by ConAgra Foods and the management fees paid to Apollo. We believe that EBITDA, adjusted EBITDA, free cash flow and average trade working capital best reflect our ongoing performance and business operations during the periods presented and are more useful to investors for comparative purposes. In addition, management uses these financial measures in internal reporting, in its budgeting and long-range planning processes and in determining performance-based compensation.

The presentation of EBITDA, adjusted pro forma EBITDA, free cash flow, trade working capital and average trade working capital, ongoing net income, and ongoing earnings per share is intended to supplement investors’ understanding of our operating performance. These non-GAAP financial measures may not be comparable to similar measures used by other companies. Furthermore, these non-GAAP financial measures are not intended to replace net income (loss), cash flows, financial position, comprehensive income (loss), and working capital, as determined in accordance with principles generally accepted in the United States.

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CONFIDENTIAL

UAP Holding Corp. Financial Profile

Revenue $ 3.2B

Ongoing Net Income1 $ 102M

Dividend (10/5/07) $ 0.90

Yield (10/5/07) 3%

Total Assets $ 2.0B

Financial Strength LTM as of Q2 Fiscal 2008

Market Capitalization (10/5/07) $1.6BDebt Term Loan $172M

(Libor + 200 bp)Revolver $402M

(Libor + 125 bp)

Enterprise Value $2.2B

Market Overview As of Q2 Fiscal 2008

1 See Appendix

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CONFIDENTIAL

COMPANY STORY

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CONFIDENTIAL

• 8+ Percent Total Share of the Agricultural Inputs Market

• Our Propriety Products Division(Loveland Products, Inc. - LPI)

Revenue Breakout LTM as of Q2 Fiscal 2008

United Agri Products Profile

Revenue Breakout FY 2005

$2.5 Billion $3.2 Billion

• ~370 Retail/wholesale facilities

• 3,400 Employees• 1,100 Sales people

Overview Industry Strength

Seed$303M

Fertilizer$565M

Chemicals $1,581M

Other$58M

63%23%

12%

2%

Other$96M

Chemicals $1,712M

Fertilizer$896M

Seed$452M

54% 28%

15%

3%

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CONFIDENTIAL

Competitive Strengths

Largest independent distributor of agricultural inputs in the U.S. and Canada in a large yet fragmented industry

Diversified customer base:- Nationwide footprint- 100,000 customers

Multiple opportunities to leverage existing distribution channel for growth

Strong free cash flow generation

Compelling total return opportunity

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CONFIDENTIAL

$6.7 $7.2 $7.7 $8.5 $9.0 $9.0 $8.6 $8.5 $8.6 $8.3 $8.8$8.3 $8.4 $9.2 $10.0 $11.0 $11.0 $10.0 $10.1 $10.3 $10.0 $11.4 $12.8 $13.3$4.9 $5.2 $5.4 $5.5 $6.2 $6.7 $7.2 $7.2 $7.5 $8.9 $9.4 $9.6 $10.4

$8.4 $8.6$6.5 $8.8 $9.1

$15.6$9.6$10.7

$12.6$11.0$8.3

$26.1$25.8$26.9$26.7$25.7$23.2$21.8$20.3$19.7$27.2 $26.8 $27.9 $29.6 $32.0 $33.1

$37.3

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006P 2007FChemicals Fertilizer Seed

Agricultural Inputs –Large and Stable Industry

($ in billions)

Farm Production Expenditures

Farm production expenditures have grown at a CAGR of 4.3% over the past 15 years

CAGR = 4.3%

Planted Acres

Number of planted acres remains stable

319.7 324.1 318.7 334.0 332.7 332.7 330.0 329.6 328.3 328.1 325.7 322.4 317.7 315.8 320.0326.6

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2006 2007F200520031992 2004

29%

20%

29%

19%3% Other

CottonWheatSoybeansCorn

Source: National Agricultural Statistics Service – USDA (6/29/07)

Source: USDA Economic Research Service (8/30/07)

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CONFIDENTIAL

2007 Forecasted U.S. Farm Production Costs

Seed, Fertilizer & Chemicals

15%Fuels & Electricity

6%

Feed & Livestock21%

Other Product ion Expenses58%

Source: USDA Economic Research Service as of 8/30/07

Crop inputs (seed, fertilizer & chemicals) account for a modest 15% of farm production costs.(other production expenses include interest charges, labor, capital consumption, property taxes and other miscellaneous charges.)

Crop Inputs - Modest Portion of Farm Production Costs

Calculated Crop Input Expense per Acre Planted

$79.4$85.4

$91.8

$101.3

$114.7

$61.8$60.4 $63.4

$67.2$72.8

$76.8

$81.4 $83.6$81.7

$108.6

$78.1$80.1

$50

$60

$70

$80

$90

$100

$110

$120

1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

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UAP – Leading The Market The Top 10 by Categorya

UAP ranked #1 in the Over $1 Billion in Retail Sales Group

aCropLife 100, December 2006

Crop Protection

Seed

Fertilizer

Storefronts & States Served

1 2 3 4 5 6 7 8 9 10

Simplot Growers Solution/J.R. Simplot –

12 States

MFA –

4 States

Wilbur-Ellis –

20 States

Agriliance-

19 States

Tennessee Farmers Coopera-tive –

6 States

Southern States Coopera-tive –

10 States

Helena Chemical -

48 States

GROW-MARK –

17 States50 States

Agrium Retail –

29 States

Tennessee Farmers Coopera-tive

MFA

Southern States Coopera-tive

Simplot Grower Solutions/J.R. Simplot

AgrilianceGROW-MARK

Wilbur-Ellis

Helena Chemical

Agrium Retail

MFAWilbur-Ellis

Tennessee Farmers Coopera-tive


Jimmy Sanders

GROW-MARKAgrilianceAgrium

RetailHelena Chemical

AGSCO


Jimmy Sanders

Simplot Grower Solutions/J.R. Simplot

AgrilianceGROW-MARK

Agrium Retail

Wilbur-Ellis

Helena Chemical

Total Sales / Top 10 = $4 B

Total Sales / Top 10 = $1.2 B

Total Sales / Top 10 = $4 B

UAP acquired AGSCO in February 2007

Co-op member

22

2

22

2 22

22

2

2

2

22 2

2 2

1

1

2

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CONFIDENTIAL

UAP provides a crucial link to a highly fragmented customer base

Go-To-Market StrategyKey Route To Reach Fragmented End-User Base

Agricultural Input Manufacturers

2,000,000+ Growers

30%

70%

Retailers

~370 Retail / Wholesale Facilities

1,100 Sales People

Wholesale

Retail

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Extensive distribution network creates a significant competitive advantage for UAP

Greenville, MS

Greeley, CO

Billings, MT

Corporate HeadquartersFormulation FacilitiesRetail Facility

3 formulation facilities330 retail/wholesale facilities3,300 employees1,100 sales peoplesales people

3 formulation facilities~370 retail/wholesale facilities3,400 employees1,100 sales peoplesales people

Unrivaled Nationwide Distribution NetworkUnrivaled Nationwide Distribution Network

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CONFIDENTIAL

UAP Market Share Gaps Opportunity

M&A strategy and organic expansion are targeted where we have retail gaps in our nationwide footprint

UAP’s typical synergies:

– Private label products

– Superior buying position

– UAP’s working capital position

– Utilize target’s position, i.e., existing fertilizer assets

Tremendous opportunity to fill product gaps, e.g., stores and sales reps

Expand wallet share with existing customers

TotalMarket

Size($ billion)

5%

Seed+4% Market Share

Fertilizer~6% Market Share

MarketShare

Non-crop7%

MarketShare

Chemicals~12% Retail

Market Share

$30

10%

15%

20%

Our share is “bumpy” = Opportunities with existing customers

~~~~~~~~~~~~~~~~~~~~~~~New Opportunity with

Existing Retail Customers

Chemicals~19% Total

Market Share

Total Ag Inputs Market

$37.3B

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CONFIDENTIAL

UAP’s net seed sales have grown at CAGR 17%

Seed Strategy: Continue to Expand Leading Market Share

Total Seed Sales($ millions)

Seed’s share of overall agricultural inputs market increasing due to technology

Several levers to grow seed faster than market at expense of farmer-dealer

Extensive infrastructure relative to competitors

Successful private label strategyDyna-Gro® total seed sales have 5-year CAGR of over 35%

Dyna-Gro® corn sales have 5-year CAGR of over 30%

– Dyna-Gro® corn sales up 54% for first quarter of fiscal 2008

$256

FY2004 FY2007

17.1% CAGR

$411

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CONFIDENTIAL

Chemicals Strategy:Margin Expansion Through Private Labels

Significant margin expansion opportunity for UAP

Conducted as a partnership with top suppliers

Over 45 new products have been launched in last 18 months

40 - 45 new products to be launched next 18 months

Fiscal 2007 Gross Margin

31%

14%

Branded Private Label

Private Label % of Chemical and Seed Sales

Q1 2008 Q1 2008

15.6%17.5%

FY2007 FY2008

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CONFIDENTIAL

Fertilizer Strategy: Revenue and Margin Growth Opportunity

Currently 6% fertilizer market share with opportunity to match UAP’s retail market share in chemicals (~12%)

Have the opportunity to expand customer “wallet” share

Strengthens and leverages existing customer relationships

Making modest capex investments with attractive return targets

Increased storage capacity over 100,000 tons of storage capacity in last 18 mos.

More expansion projects underway

Increasing margin dollars through better buyingopportunities

Expanding our supplier relationships

Managing logistics

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CONFIDENTIAL

Mergers & Acquisitions Opportunities

Opportunity to fill geographic gaps

Able to purchase at favorable valuationsTypical synergies: – Private label products– Buying position– Working capital reductions– Expense leverage– Seed expertise

UAP wholesale business is means to identify high quality candidates, e.g., Boettcher.

FY 2007 M&A examples: Terral; AGSCO; Spink CountyFertilizer; Old Mill Grain & Seed; Cedar Ridge Spraying; Sunflower Chemical; UAP Timberland; Farmland AG; Max Lee; Fieldton Butane

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Multiple Opportunities for Growth

Chemicals

Fertilizer

Seed

Industry Consolidation &

Acquisitions

•Revenue – Filling in gaps through acquisitions

•Margin – Increasing share of Loveland Products, Inc.

•Revenue – Expanding storage capacity

•Margin – personalized blending

UAP targets to acquire companies and locations where there are gaps in market share

•Revenue – gaining “wallet share” of existing customers

•Margin – Increasing share of Dyna-Gro

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CONFIDENTIAL

Financial Overview

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CONFIDENTIAL

Key Financial Characteristics

Stable and growing revenue streamCustomer and geographic diversificationStable end-market demandContinued market share growth

Several margin enhancement opportunitiesPrivate label productivity, e.g., Loveland Products and Dyna-Gro®

Additional cost savings from best practices and supply chain improvementsScalable footprint

Strong free cash flow generationHigh return on invested capital96% of EBITDA converted to operating free cash flow Internal growth requires minimal capital expendituresIncremental growth requires modest M&A additionsSignificant working capital reduction opportunities

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$26.9

7.2%

3.1%

4.1%

4.9%

5.6%5.9%

5.5%

FY2002 FY2003 FY2004 FY2005 FY2006 FY2007

EBITDA Margin

$85.7 $103.4$120.3

$139.7$161.6

5.9%

Historical Revenues and Adjusted EBITDA

Revenue Adjusted Pro Forma EBITDA1

2

1 Non-GAAP reconciliation available2 Adds back $29.6 in fertilizer inventory write-offs and $29.2 million in bad debt expense, in

FY02 not included in Adjusted EBITDA.3 Vendor rebates of approximately $15 million recognized in the second quarter of fiscal

2008 were recognized in the third and fourth quarters in fiscal 2007

UAP management continues to execute on its business plan

$ in millions

$2,728$2,527 $2,452 $2,507

FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 LTM Q2FY2008

$2,770

$3,156$157.6

$225.7

LTM Q2 FY2008

5.6%

4.9%

4.1%

$2,854

3

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CONFIDENTIAL

Highly Effective Working Capital Management

Average Trade Working Capital1 Significant opportunities for further improvements:

Faster collection of supplier rebates

Extend supplier terms

Continued inventory efficiencies– SKU reductions– better supply chain management

Variable compensation tied to working capital success

Our long-term goal is to reduce trade working capital below 10% of sales¹ Represents monthly average trade working capital excluding cash and short-term debt. See reconciliation in Appendix.

$ in millions

$527

$428

$324 $358

$740

$599

$476

15.2%

11.9%

14.2%

23.7%

26.7%

19.4%

15.0%

Ave

rage

Tra

de W

orki

ng C

apita

l($

MM

)

% o

f Net

Sal

es

FY2002 FY2003 FY2004 FY2005 FY2007 LTM Q2 FY2008

FY2006

23


Strong Free Cash Flow Generation

* Reconciliation in Appendix

73.1%65.6%56.3%59.8%% of Adjusted EBITDA

$165.1$103.3$90.983.6After-tax Free Cash Flow

(16.7)(12.9)(41.2)(18.7)Cash Taxes

(40.0)(36.9)(24.8)(31.8)

(Not meaningful – UAP a ConAgra subsidiary)

Cash Interest

98.3%97.1%97.1%96.0%92.6%96.3%% of Adjusted EBITDA

$221.8$153.1$156.9$134.1$111.4$99.6Operating Free Cash Flow

(3.9)(4.5)(4.7)(5.6)(8.9)(3.8)Maintenance Capex

$225.7$157.6$161.6$139.7$120.3$103.4Adjusted EBITDA*

LTM Q2 FY2008FY2007FY2006FY2005FY2004FY2003

$ in millions

69.582.11.40.0Mergers & Acquisitions

40.438.222.7Dividend

$23.7 $20.3$11.5$9.3$6.4$2.6Growth Capex

Other Uses of Cash:

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CONFIDENTIAL

EPS Growth and Dividend Yield Position UAP to Generate Significant Shareholder Returns

Revenue Growth

Market growth

Market sharegains

Seed

Fertilizer

Acquisitions

Margin Improvement

Private Label

Improved product mix

Economies of scale

Cost saving opportunities

Working Capital Improvements

Improve supply chain

Payables management

Inventory management

Long-term objective of double-digit earnings growth and 3+ percent dividend yield

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CONFIDENTIAL

Selected Discussion Topics

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CONFIDENTIAL

Selected Topics

Seasonality Revisited

Working Capital

Understanding UAP’s Trade Working Capital

Average vs. Period End

Supplier Prepays

Rebates

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CONFIDENTIAL

Seasonality of Business

Despite quarterly fluctuations, good visibility early on for the full year

Mar Jun Sept MarDec

Planting starts in March in southern states and continues through June in northern statesRevenue: Farmers purchase seed, chemicals and fertilizer, some of which has been prepaid

Growers apply chemical treatment (application patterns/mix vary by region)Revenue: Farmers purchase chemicals, some of which have been prepaid

Harvest starts in August and continues as late as NovemberCash in: Collection of receivables (supplier and customer), grower prepays for upcoming chemicals, seed and fertilizer purchases

Cash out: UAP may selectively prepay suppliers

Growers apply fertilizer in advance of next planting season if weather permitsRevenue: Farmers purchase fertilizerCash-in: Receivables collection (supplier and customer)

Cash-out: UAP may prepay for early season discounts on seeds and chemicalsCash-in: Receivable collection from supplier

PlantingHarvesting

Fertilizer Application

28


Seasonality of Business –Revenue and EBITDA*

$1,258

$704

$267 $277 $323

$1,357

$757

$290 $376

$1,398

$768

$313

$863

$1,605

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

Q1 Q2 Q3 Q4

Revenue FY 2005 Revenue FY 2006 Revenue FY 2007 Revenue FY 2008

Despite quarterly fluctuations good visibility early on for the full year

$ in millions

EBIT

DA

Rev

enue

s

*EBITDA is on an adjusted basis – see reconciliation in Appendix

$78

$51

$(28)

$38

$1

$94

$51

$16

$(6)

$108

$53

$3

$74

$155

($50)

$0

$50

$100

$150

$200

Q1 Q2 Q3 Q4

EBITDA FY 2005 EBITDA FY 2006 EBITDA FY 2007 EBITDA FY 2008

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CONFIDENTIAL

Average vs. Period End Working Capital

$527

$428 $356

$476

$599

$740

$324

16.7%15.0%11.9%

14.2%19.4%

23.7%26.7%

FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 LTM Q2FY2008

Ave

rage

Wor

king

Cap

ital (

$MM

)

% of N

et Sales

¹ Represents trade working capital excluding cash and short-term debt.2 Defined as Adjusted EBITDA less Maintenance Capex,. See reconciliation in Appendix.

Trade Working CapitalTrade Working Capital¹¹Average Trade Working CapitalAverage Trade Working Capital¹¹

Easy to calculateStandard “Book” approach

Direct relationship to debt reduction and equity value growthDriver of available liquidityAccurate measure of capital efficiency for seasonal businessLess prone to period end one-off items impact Impacted by opportunistic business

decisionsPoor information for seasonal business analysis

“Non-GAAP” measureRequires more data to calculate

AverageAverage

Period EndPeriod End

$36

$427

$51

$232

$315 16.9%

1.3%4.0%

8.4% 8.5%

11.0%

FY2002 FY2003 FY2004 FY2005 FY2006 FY2007

Wor

king

Cap

ital (

$MM

)

% of N

et Sales

$209

OperationalFree Cash Flow² $96.4 $111.4 $134.1 $156.9 $153.1

30


UAP Trade Working Capital¹

¹ Trade working capital is defined as working capital excluding cash and short-term debt.2 $54 million and $138 million is attributed to acquisition for fiscal quarters one and two, respectfully

$ in millions

$553$592

$534

$51

$280

$496

$209

$265$232

$331

$404

$532

$315

$433$442

$287

$0

$100

$200

$300

$400

$500

$600

$700

Q1 Q2 Q3 Q4

2004 2005 2006 2007 2008

$529 2

$6462

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CONFIDENTIAL

Understanding UAP’s Trade Working Capital - Customer and Rebate Receivables

$588

$773$872

$624

$955

$711

$568

$371

$148

$504

$193

$547$407

$228

$484

$273

Q1 Q2 Q3 Q42004 2005 2006 2007 2008

Quarterly BalancesQuarterly Balances DriversDrivers

SalesEarly collectionsRebates tend to grow over time

Sales growthTiming of sales (weather)Credit policyRegional climate disruptions

OpportunityOpportunity

Faster collection from suppliersShift to private labels eliminates rebates

Limited opportunity

Quarterly BalancesQuarterly Balances DriversDrivers OpportunityOpportunity

$ in millionsCustomer ReceivablesCustomer Receivables

Rebate ReceivablesRebate Receivables

$1,101

$818

$50

$103$122

$151$158

$218

$137

$106

$15

$112

$23

$129

$91

$44

$122

$47

Q1 Q2 Q3 Q4

2004 2005 2006 2007 2008

$167

$229

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Understanding UAP’s Trade Working Capital - Inventory

$ in millions

Weather conditions may delay salesAdvance of purchase of rescue productsLevel of supplier prepaysAcquisitions ($86 million in Q4 FY07)Q4 FY07 build must support seed, fertilizer, and proprietary initiatives

SKU reductionSupply chain efficienciesRegional improvement driven by KPI metrics



$688

$475

$641

$452$450 $491

$594$697

$731

$537

$682

$515

$883

$599$571

$714

Q1 Q2 Q3 Q4

2004 2005 2006 2007 2008

$794

$613

1Acquisitions account for $70 million

1

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CONFIDENTIAL

Understanding UAP’s Trade Working Capital - Supplier Prepay

Quarterly BalancesQuarterly Balances

$ in millions

DriversDrivers


Discounts offered versus cost of short-term debtLevel of advances received from customers

Discretionary—limited opportunity

$0$14 $13

$65

$14

$58

$14

$149

$32 $33$28$19

$33$22

$70

$10

Q1 Q2 Q3 Q4

2004 2005 2006 2007 2008

$11

$30

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Understanding UAP’s Trade WorkingCapital - Accounts Payable$ in millions

Level of customer advancesLevel of supplier prepaySupplier early payment discounts

Continue to work with suppliersSeed growth will drive customer advances



$1,028

$356

$689

$387

$757

$557 $532

$996

$823$819

$631

$1,306

$931

$1,409

$729

$927

Q1 Q2 Q3 Q4

2004 2005 2006 2007 2008

$1,434

$936

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UAP Voluntary Supplier Prepay Option

Our Framework forPrepay Decision

Discretionary item intended to be funded with revolver draw / cashNo implied burden on operating cash flowTiming of cash flow – prepay eliminates a payable – would have been paid in Q1 and Q2

Key DriversLevel of prepay is totally at UAP’s discretion

Supplier prepays are beneficial depending on price and value creation

Magnitude of Financial Impact

Prepay is a discretionary return-justified short-term cash management decisionIncremental EBITDA vs. incremental interest on higher average revolver balance for a short term

Motivator

UAP may prepay for seed, chemical and fertilizer deliveries to lock in discounts of approximately 8%–15% (APR) of priceReduces pricing risk without carrying inventoryAmount of prepay depends on:

Discount offered to UAP versus cost of short-term debt/investment opportunity costCustomer advances to UAP

Suppliers are motivated to lock in customers, gain shelf space and inventory commitments

UAP will make selective prepay decisions based on accretive return hurdles

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Supplier Rebates

PurposeIndustry standardLegacy pricing mechanismApproximately 90% fixed under contracts

Rebate Mechanics

Accrued monthly on sales at expected ratesAccrued to rebate receivable

Balance received at regular intervals, and substantially all by end of February of each year

Typically results in income benefit at year-end

Ongoing ImprovementMeasures

Speeding up collectionContinue working with top suppliers

More private labels = less rebates = working capital opportunities

Products CoveredBranded chemicals (approximately 90% of all rebates)

Rate creep-up over time due to competition and mixBranded seed

Rebates are predictable and present a working capital opportunity.

Appendix

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Non-GAAP Reconciliation: Trade Working Capital

$ in millions

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr

Working Capital 552.6$ 592.4$ 533.8$ 224.0$ 264.6$ 336.6$ 228.3$ 256.7$ 303.0$ 322.8$ 306.6$ 311.5$ 227.4$ 219.5$ 193.5$ 150.0$ 228.2$ 255.8$

Cash * - - - (172.6) (27.2) (20.9) (6.8) (48.2) (15.8) (57.6) (14.0) (79.2) (29.8) (7.2) (35.0) (19.5) (13.0) (12.1)

Short Term Debt - - - - 42.1 180.3 211.6 0.1 - - 149.0 - 133.8 191.8 373.6 184.8 313.3 402.5

Trade Working Capital 552.6$ 592.4$ 533.8$ 51.4$ 279.5$ 496.0$ 433.1$ 208.6$ 287.2$ 265.2$ 441.6$ 232.3$ 331.4$ 404.1$ 532.1$ 315.3$ 528.5$ 646.2$

* Check Float on Zero Balance Accounts was included in Cash until 3rd Qtr FY05, recorded in accrued liabilities beginning in the 4th Qtr of FY06.

FY08FY04 FY05 FY06 FY07

39

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Non-GAAP Reconciliation:Adjusted Pro forma EBITDA, EBIT(unaudited)

FY2002 FY2003 FY2004 FY2005 FY2006 FY2007LTM Q2 FY2008

Adjusted EBITDA and EBIT ReconciliationNet Income (Loss) (37.0) 25.2 45.9 28.8 66.4 33.5 102.1 Loss from discontinued operations, net of tax 5.9 4.2 4.7 - - - -Income tax expense (benefit) (17.5) 18.8 30.9 15.6 42.1 22.4 64.6 Third Party Interest 5.4 1.9 8.9 43.6 37.4 37.8 39.8 Corporate allocation of finance charges 53.0 36.5 19.8 - - - - Sub-total EBIT 9.7 86.7 110.2 88.0 145.9 93.7 206.5 Depreciation and Amortization 17.1 16.7 14.9 15.6 13.8 15.2 18.7 EBITDA 26.9 103.4 125.1 103.6 159.7 108.9 225.2

Adjustments:Apollo Management Fee - - 0.3 0.8 - - -Gain on sale of assets - - (10.5) - - - -Restructuring Charges - - - 0.9 1.6 0.4 0.1 Inventory Fair Market Value Adjustment - - 3.6 17.4 - - -Secondary Offering - - - - - 48.3 0.4 Finance Related Chargers - - 1.9 17.1 0.3 - - Sub-total Adustments - - (4.8) 36.1 1.9 48.7 0.5

Adjusted EBITDA 26.9 103.4 120.3 139.7 161.6 157.6 225.7 Depreciation and Amortization 17.1 16.7 14.9 15.6 13.8 15.2 18.7 Adjusted EBIT 9.7 86.7 105.4 124.2 147.8 142.4 207.0

40

CONFIDENTIAL

Non-GAAP Reconciliation:Adjusted Pro forma EBITDA, EBIT (cont’d)

($ millions)(unaudited)

Adjusted EBITDA & EBIT Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total Qtr 1 Qtr 2

Net income 49.4 23.3 (9.3) 3.0 66.4 58.3 (4.3) (13.1) (7.4) 33.5 87.7 35.0 Discontinued operations, net - - - - - - - - - - - - Income tax expense (benefit) 32.5 15.3 (5.3) (0.4) 42.1 36.9 (1.9) (8.6) (4.0) 22.4 54.7 22.6 Third Party Interest 8.3 9.0 10.9 9.2 37.4 8.3 8.9 11.4 9.2 37.8 8.0 11.2 Sub-total EBIT 90.2 47.6 (3.7) 11.8 145.9 103.5 2.7 (10.3) (2.2) 93.7 150.4 68.8 Depreciation and Amortization 3.5 3.5 3.6 3.2 13.8 3.6 3.2 3.7 4.7 15.2 4.9 5.2 EBITDA 93.7 51.1 (0.1) 15.0 159.7 107.1 5.9 (6.6) 2.5 108.9 155.3 74.0

Adjustments:Apollo Management Fee - - - - - - - - - - - - Restructuring 0.4 0.1 0.8 0.3 1.6 0.1 0.2 0.1 (0.0) 0.4 - - Inventory FMV Adjustment - - - - - - - - - - - - Finance Related Charges - - - 0.3 0.3 0.5 47.4 0.3 0.1 48.3 - - Sub-total Adjustments 0.4 0.1 0.8 0.6 1.9 0.6 47.6 0.4 0.1 48.7 - -

Adjusted EBITDA 94.1 51.2 0.7 15.6 161.6 107.7 53.5 (6.2) 2.5 157.6 155.3 74.0

Depreciation and Amortization 3.5 3.5 3.6 3.2 13.8 3.6 3.2 3.7 4.7 15.2 4.9 5.2

Adjusted EBIT 90.6 47.7 (2.9) 12.4 147.8 104.1 50.3 (9.9) (2.1) 142.4 150.4 68.8

FY06 FY07 FY08

Columns may not add due to rounding

41

CONFIDENTIAL

Average Working Capital and Invested Capital Detail

($ millions)(unaudited)

Average Trade Working Capital and

Invested Capital Detail (1) FY2002 FY2003 FY2004 FY2005 FY2006 FY2007LTM QTR2

FY2008

Accounts Receivable (2) 698.3 498.9 456.2 547.6 643.1 753.2 810.4 Prepaid Expense 45.7 84.7 62.4 76.7 87.6 55.0 65.6 Inventories 818.6 743.0 615.8 556.3 615.1 689.2 725.7 Sub-total Current Assets 1,562.7 1,326.6 1,134.3 1,180.6 1,345.8 1,497.4 1,601.7

Advances on Sales 91.3 93.0 88.1 106.9 112.4 110.2 114.6 Trade Payables 619.3 514.5 423.2 578.3 757.8 869.0 854.5 Accrued Expenses 112.2 119.8 146.9 139.6 151.5 90.3 105.8 Sub-total Current Liabilities 822.8 727.3 658.2 824.9 1,021.7 1,069.6 1,074.9

Average Trade Working Capital 739.9 599.3 476.2 355.7 324.1 427.8 526.8

Property, Plant and Equipment, net 111.5 106.1 98.9 94.0 90.2 96.3 108.0 Other Assets 46.4 35.2 39.1 88.0 90.9 85.2 97.6

Average Invested Capital 897.7 740.7 614.1 537.7 505.2 609.3 732.4

(1) 12 month average for each period.(2) Excludes book impact of receivables that were sold as part of a receivables securitization facility utilized by UAP until it was terminated in May, 2003.

42

CONFIDENTIAL

Ongoing Net Income Reconciliation

LTM(1) Ongoing Net Income Reconciliation Ended August 26, 2007

Net income 102,138$

Adjustments, net of tax:Restructuring charges 47 Secondary common stock offering 124 Refinance charges (1) 140 Ongoing income from continuing operations 102,449$

Reported Earnings Per Share: Basic 1.98$ Diluted 1.94$

Ongoing Earnings Per Share: Ongoing Basic 1.98$ Ongoing Diluted 1.94$

Weighted Average Shares Outstanding @ August 26,2007: Basic 51,706,743 Diluted 52,750,804

[1] Includes impact of federal income tax deduction limits on debt retirement costs.

UAP Holding Corp. (dollars in thousands)

(unaudited)

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