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Investor Presentation

June 2005

2

CONFIDENTIAL \\nnyc14p20004\HMosbach$\UAP\IPO\UAP IPO Roadshow_3.ppt /2

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, and other risks identified and discussed under the caption "Risk Factors" in the Form 10-K, filed with the Securities and Exchange Commission on May 27, 2005, and in the other documents the company files with the SEC from time to time.

3


Forward Looking Statements and Non-GAAP Measures

This presentation uses the non-GAAP financial measures of EBITDA, adjusted EBITDA, free 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 EBITDA, free cash flow and average trade working capital 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.

COMPANY STORY

Kenny Cordell – Chief Executive Officer

5


Strong, Proven Management Team

Kenny CordellPresident & CEO

Dave BullockExecutive Vice President

& CFO

Joined UAP in November 2001Over 25 years of agricultural industry experience, including positions with FMC (10 years), BASF (3 years) and Rohm & Haas (10 years)

Joined UAP in June 2002Over 13 years of industry experience including positions with FMC (7 years) and Air Products and Chemicals (4 years)

Management has over an 8% ownership stake in UAP on a fully diluted basis

6


Competitive Strengths

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

Unrivaled nationwide distribution network with 1,100 sales people

Multiple opportunities to leverage existing distribution channel for growth

Strong free cash flow generation

Strong management team with significant shareholder interest alignment

7


Agricultural Inputs - Large and Stable Industry

331.2 326.3 325.4 326.5 319.5 325.7 318.3 333.7 332.1 330.0 329.6 328.3 324.8 327.9318.0

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2003

Planted Acres(in millions)

Source: USDA

Chemicals Fertilizer Seed

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

$20.3 $21.8 $23.2 $25.6 $26.6 $26.8 $25.7 $26.0 $27.1 $26.8 $27.7

$6.7

$8.4$5.2

$7.2

$9.2

$5.4

$7.7

$10.0

$5.5

$8.5

$10.9

$6.2

$9.0

$10.9

$6.7

$9.0

$10.6

$7.2

$8.6

$9.9

$7.2

$8.5

$7.5

$8.6

$10.3

$8.2

$8.9

$9.6

$8.3

$8.4

$10.0

$9.3

10.0

Farm Production Expenditures($ in billions)

Planted acres have remained stable over the past 15 years

Farm production expenditures have grown at a CAGR of 3.2% over the past 10 years

CAGR = 3.2%

8


$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

UAP HelenaChemical

Wilbur-Ellis

Royster-Clark

Agrillance SouthernStates

Cooperative

Simplot WesternFarm

Service

CropProductionServices

#1 Agricultural Inputs Distributor in U.S. and Canada

Retail Sales

$2.5 billion

Source: Company sponsored independent research dated 9/2003. Data reflects calendar year 2002 sales estimates

UAP dominates the agricultural inputs distribution industry

$ in millions

9


Unrivaled Nationwide Distribution Network

Extensive distribution network creates a significant competitive advantage for UAP

Greenville, MS

Greeley, CO

Fremont, NE

Billings, MT

Caldwell, ID

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

Formulation FacilitiesRetail Facility

10


Significant Growth Opportunities within Existing Markets

Focused strategy to close market share gaps on a territory-by-territory basis primarily with existing customer base

TotalMarket

Size($ billion)

5%

$10 $20

Seed3% Market Share

Fertilizer5% Market Share

MarketShare

Non-crop7%

MarketShare

Chemicals19% Market Share

$30

10%

15%

20%

$3.2 Billion Market Opportunity

Source: UAP Management estimates

11


Multiple Opportunities for Growth

Industry Consolidation

Seed

Private Label

Fertilizer

UAP and other national distributors gaining market share

12% CAGR since 2001 (17% in 2005)

Rapidly increasing share of overall sales (100bps increase in 2005)

Growth opportunity with existing customer base

15% Adjusted EBITDA FY2005 year-over-year growth

FINANCIAL OVERVIEW

Dave Bullock – Chief Financial Officer

13


Key Financial Characteristics

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

Several margin enhancement opportunitiesPrivate LabelAdditional cost savings from best practicesScalable footprint

Strong free cash flow generationHigh return on invested capital97% of EBITDA converted to operating free cash flow (FY2005)Growth requires minimal capital expendituresSignificant working capital reduction opportunities

14


Historical Revenues and Adjusted EBITDA

$26.9

4.1%

4.9%

5.5%

3.1%

EBITDA Margin

FY2002 FY2003 FY2004 FY2005

$85.7

$102.8

$120.3

$138.8$

Revenue Adjusted EBITDA

(1)

(1) Adds back $29.6 in fertilizer inventory write-offs and $29.2 million in bad debt expense, not included in Adjusted EBITDA.

UAP management has executed its business plan and consistently grown Adjusted EBITDA

$ in millions

$2,506.7$2,451.9$2,526.8

$2,770.2

FY2002 FY2003 FY2004 FY2005

15


Highly Effective Working Capital Management

Average Trade Working Capital1 Average trade working capital has been reduced by more than half since 2002

Significant opportunities for further trade working capital improvements through:

Faster collection of supplier rebatesExtending accounts payable with several suppliersContinued implementation of Market Segmentation Analysis to drive SKU reductionIncreased Supplier Segmentation to drive further cooperation from suppliers

Our long-term goal is to reduce trade working capital below 10% of sales

¹ Represents monthly average trade working capital excluding cash and short-term debt.

$355.8

$739.9

$599.3

$476.2

14.2%

23.7%

26.7%

19.4%

Aver

age

Trad

e W

orki

ng C

apita

l ($M

M)

% o

f Net

Sal

es

FY2002 FY2003 FY2004 FY2005

$ in millions

16


Strong 2005 Free Cash Flow Generation

Approximately 60% of Adjusted EBITDA converted to After-tax Free Cash Flow

Working capital improvements will drive additional free cash flow generation

Flexible operating model:Variable cost structureLow capital expenditure requirementsEfficient working capital management

Adjusted EBITDA $138.8

Maintenance Capex (4.8)

Operating Free Cash Flow $134.0

% of Adjusted EBITDA 96.5%

Cash Interest (31.8)

Cash Taxes (18.7)

After-tax Free Cash Flow $83.5

% of Adjusted EBITDA 60.2%

$ in millions

17


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

Revenue Growth

Market growthMarket share gainsAdditional growth opportunities:

Private LabelSeedNon-cropFertilizer

Margin Improvement

Cost saving opportunitiesImproved product mixEconomies of scalePrivate Label

Deleveraging

High Adjusted EBITDA conversionWorking capital improvements

Long-term earnings growth objective of 15% plus 3% dividend yield

Selected Discussion Topics

19


Selected Topics

Seasonality Revisited

Working Capital

Understanding UAP’s Trade Working Capital

Average vs. Period End

Supplier Prepays

Rebates

20


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, 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 for fertilizer

Growers apply fertilizers in advance of next planting seasonRevenue: 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

21


Seasonality of Business – 2005 Revenue and Adjusted EBITDA

$277

$704

$1,259

$267

$78

$51

$(28)

$38

$(500)

$0

$500

$1,000

$1,500

Rev

enue

s

$(30)

$(10)

$10.0

$30.0

$50.0

$70.0

$90.0

Revenues Adjusted EBITDA

Mar Jun Sep Dec Mar

Q1 Q2 Q3 Q4

Despite quarterly fluctuations good visibility early on for the full year

$ in millions

Adjusted EB

ITDA

PlantingHarvesting


22


UAP Trade Working Capital¹

¹ Trade working capital is defined as working capital excluding cash and short-term debt. See Non-GAAP reconciliation in Appendix.

$552.6$589.4

$545.5

$53.6

$499.9

$208.6

$298.9

$447.4

Q1 Q2 Q3 Q4

2004 2005 2004 Average 2005 Average

2004Average$476.2

~$120mm Reduction

2005Average$355.7

$ in millions

23


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

2004 and 2005 2004 and 2005 Quarterly BalancesQuarterly Balances DriversDrivers

SalesEarly collectionsRebates tend to grow over time

Sales growthTiming of sales (weather)Credit policyRegional climate disruptions

$694$555

$381

$156

$793

$577$440

$212

$475

Q1 Q2 Q3 Q4

$112 $106

$15

$103$129

$91

$23$50

$73

Q1 Q2 Q3 Q4

OpportunityOpportunity

Faster collection from suppliersCollected $163 million by December 1, 2004

Shift to private labels eliminates rebates

Limited opportunity

2004 and 2005 2004 and 2005 Quarterly BalancesQuarterly Balances DriversDrivers OpportunityOpportunity

$ in millions

Customer ReceivablesCustomer Receivables

Rebate ReceivablesRebate Receivables

2004 2005 2005 Average

2004 2005 2005 Average

24


Understanding UAP’s Trade Working Capital -Inventory

$ in millions

Weather delaying salesAdvance of purchase of rescue productsLevel of supplier prepays$688

$452

$475

$641

$450

$491

$697

$594

$556

Q1 Q2 Q3 Q4

SKU reductionSupply chain efficienciesRegional improvement driven by KPI metrics



2004 2005 2005 Average

25


Understanding UAP’s Trade Working Capital -Supplier Prepay

2004 and 2005 2004 and 2005 Quarterly BalancesQuarterly Balances

$ in millions

DriversDrivers


$0

$14 $14

$58

$28

$149

$42$39

$62

Q1 Q2 Q3 Q4

Discounts offered versus cost of short-term debtAdvances from customers

Discretionary—limited opportunity

2004 2005 2005 Average

26


Understanding UAP’s Trade Working Capital -Accounts Payable

$ in millions

Level of customer advancesLevel of supplier prepaySupplier early payment discounts

$757

$387$356

$689

$996

$823

$557 $532

$685

Q1 Q2 Q3 Q4

2004 2005 2005 Average

Continue to work with suppliersSeed growth will drive customer advances



27


Seasonality of Business – 2005 Trade Working Capital and Revolver

$447

$299

$500

$209

$34

$180$212

$(48)$(100)

$0

$100

$200

$300

$400

$500

$600

Trade Working Capital Revolver Balance

Mar Jun Sep Dec Mar

Q1 Q2 Q3 Q4

Farming season drives quarterly fluctuations

$ in millions

Avg. Trade Working Capital 2005 = $356

Avg. Revolver 2005 = $94

PlantingHarvesting


28


Average vs. Period End Working Capital

$739.9

$599.3

$476.2

$355.8

14.2%

19.4%23.7%

26.7%

FY2002 FY2003 FY2004 FY2005

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 Capex, plus reduction in working capital. See Non-GAAP reconciliation in Appendix.

EndEnd--OfOf--Year Trade Working CapitalYear Trade 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

$51.3

$426.6

$35.6

8.4%

4.0%

1.3%

16.9%

FY2002 FY2003 FY2004 FY2005

Wor

king

Cap

ital (

$MM

)

% of N

et Sales

Prepay

Fertilizer Inventory

Higher ReceivablesOn Sales

$208.9

Free Cash Flow² $237.0 $228.1 $244.3

29


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 DriversTends to be discretionary

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

30


Supplier Rebates

PurposeIndustry standardLegacy pricing mechanismApproximately 90% fixed under contracts

Rebate Mechanics

Accrued monthly on sales at historic 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

32


Non-GAAP Reconciliation: Trade Working Capital

208.6447.4499.9298.953.7545.5589.4552.6Trade Working Capital

0.1211.6180.342.1----Short Term Debt

-10.036.7--11.6--Checks not Yet Presented

48.2-14.67.8172.6---Cash

$256.7$225.9$297.5$264.6$226.3$533.8$589.4$552.6Working Capital

4th Qtr3rd Qtr2nd Qtr1ST Qtr4th Qtr3rd Qtr2nd Qtr1ST Qtr

FY 05FY 04

$ in millions

33


Non-GAAP Reconciliation: Free Cash Flow

$244.3$228.1$237.0Free Cash Flow

120.4123.1140.6Reduction in Trade Working Capital

(14.9)(15.3)(6.4)Capex

$138.8$120.3$102.8Adjusted EBITDA

FY 2005FY 2004FY 2003

$ in millions

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