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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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FORM 10-Q/A

(AMENDMENT NO. 1)



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(Mark One)

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

For the Quarterly Period Ended June 29, 2001

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 000-26519

SEMINIS, INC.
(Exact Name of Registrant as Specified in its Charter)

|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|Delaware
(State of Incorporation) |  | 36-0769130
(I.R.S. Employer Identification No.)

|                                                                                 |  |                      
|-------------------------------------------------------------------------------- |  | ---------------------
|2700 Camino del Sol, Oxnard, California
(Address of Principal Executive Offices) |  | 93030-7967
(Zip Code)

(805) 647-1572
(Registrants telephone number, including area code)

Not Applicable
(Former name, 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 [   ]

As of August 7, 2001, the Registrant had 13,975,764 registered shares of Class
A Common Stock, $0.01 par value per share, issued and outstanding, and
45,848,622 unregistered shares of Class B Common Stock, $0.01 par value per
share, issued and outstanding.



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TABLE OF CONTENTS



|                               |                                                                                               |                                                |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | CONSOLIDATED BALANCE SHEETS                   
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS         
|                               |                                                                                               | CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS         
|                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|Exhibit Index                 
|Signatures                    



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##### Table of Contents



SEMINIS, INC.

FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2001

Explanatory Note

See Note 1 of
consolidated financial statements on page 8 for information
regarding revision of previously issued financial statements filed in
this Form 10-Q/A (Amendment No. 1)

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|                            |  |                                                                                                           |  |      |    | 
|--------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                            |  |                                                                                                           |  | Page
|                            |  |                                                                                                           |  |     
|Item 1.                     |  | Financial Statements                                                                                     
|                           
|                           
|                           
|                           
|                            |  | Consolidated Balance Sheets as of June 29, 2001 and
September 30, 2000                                    |  |      | 4  | 
|                           
|                           
|                           
|                           
|                            |  | Consolidated Statements of Operations for the Three and Nine
Months Ended June 29, 2001 and June 30, 2000 |  |      | 5  | 
|                           
|                           
|                           
|                           
|                            |  | Consolidated Statement of Stockholders Equity
for the Nine Months Ended June 29, 2001                    |  |      | 6  | 
|                           
|                           
|                           
|                           
|                            |  | Consolidated Statements of Cash Flows for the Nine
Months Ended June 29, 2001 and June 30, 2000           |  |      | 7  | 
|                           
|                           
|                           
|                           
|                            |  | Notes to Consolidated Financial Statements                                                                |  |      | 8  | 
|                           
|                           
|                           
|                           
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations                     |  |      | 13 | 
|                           
|                           
|                           
|                           
|Item 3.                     |  | Quantitative and Qualitative Disclosures about Market Risk                                                |  |      | 19 | 
|                           
|                           
|                           
|                           
|Item 4.                     |  | Submission of Matters to a Vote of Security Holders                                                       |  |      | 19 | 
|                           
|                           
|                           
|                           
|PART II  OTHER INFORMATION
|                           
|                           
|                           
|                           
|Item 1.                     |  | Legal Proceedings                                                                                         |  |      | 20 | 
|                           
|                           
|                           
|                           
|Item 6.                     |  | Exhibits and Reports on Form 8-K                                                                          |  |      | 20 | 
|                           
|                           
|                           
|                           
|                            |  | Signatures                                                                                                |  |      | 23 | 

3



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1.Financial Statements




SEMINIS, INC
CONSOLIDATED BALANCE SHEETS (Revised)
(In thousands, except per share data)

|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |          |         |         | 
|------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------------- | -------- | ----------- | ------- | ------------- | -------- | ------- | ------- | 
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          | As of       |         | As of        
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          | June 29,    |         | September 30,
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          | 2001        |         | 2000         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |              
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          | (Unaudited) |         |               |          |        
|ASSETS:                                                             |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Current assets                                                      |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Cash and cash equivalents                                                                                                                                                                                            |                           | $                          | 29,349   |             |         |               | 22,479   |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accounts receivable, net                                                                                                                                                                                             |                           |                            | 158,432  |             |         |               | 162,929  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Inventories                                                                                                                                                                                                          |                           |                            | 253,304  |             |         |               | 333,287  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Prepaid expenses and other current assets                                                                                                                                                                            |                           |                            | 3,919    |             |         |               | 3,105    |        
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      | Total current assets      |                            |          | 445,004     |         |               |          | 521,800 |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred income taxes                                               |                                                                                                                                                                                                                      |                           |                           |          |             |         | 5,699         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Property, plant and equipment, net                                  |                                                                                                                                                                                                                      |                           | 203,117                    |          |             |         | 226,505       |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Intangible assets, net                                              |                                                                                                                                                                                                                      |                           | 186,065                    |          |             |         | 227,839       |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other assets                                                        |                                                                                                                                                                                                                      |                           | 13,384                     |          |             |         | 16,194        |         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      | $                         | 847,570                    |          |             | $       | 998,037       |         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS EQUITY: |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Current liabilities                                                 |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Short-term borrowings                                                                                                                                                                                                |                           | $                          | 27,345   |             |         | $             | 20,178   |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Current maturities of long-term debt                                                                                                                                                                                 |                           |                            | 41,891   |             |         |               | 325,658  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accounts payable                                                                                                                                                                                                     |                           |                            | 23,390   |             |         |               | 54,955   |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accrued liabilities                                                                                                                                                                                                  |                           |                            | 90,645   |             |         |               | 96,453   |        
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      | Total current liabilities |                            |          | 183,271     |         |               |          | 497,244 |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Long-term debt                                                      |                                                                                                                                                                                                                      |                           | 290,583                    |          |             |         | 23,468        |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Deferred income taxes                                               |                                                                                                                                                                                                                      |                           | 13,323                     |          |             |         |              |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest in subsidiaries                                   |                                                                                                                                                                                                                      |                           | 2,048                      |          |             |         | 1,445         |         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      | Total liabilities         |                            |          | 489,225     |         |               |          | 522,157 |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Commitments and contingencies                                       |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Mandatorily redeemable stock                                        |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Class B Redeemable Preferred Stock, $0.01 par value; 25 shares
authorized as of June 29, 2001 and September 30, 2000; 25 shares
issued and outstanding as of June 29, 2001 and September 30, 2000                    |                           |                            | 25,000   |             |         |               | 25,000   |        
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|Total mandatorily redeemable stock                                  |                                                                                                                                                                                                                      |                           | 25,000                     |          |             |         | 25,000        |         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|Stockholders equity                                                |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Class C Preferred Stock, $0.01 par value; 14 and 12 shares authorized
as of June 29, 2001 and September 30, 2000 respectively; 12 shares
issued and outstanding as of June 29, 2001 and September 30, 2000           |                           |                            | 1        |             |         |               | 1        |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Class A Common Stock, $0.01 par value; 211,000 and 91,000 shares
authorized as of June 29, 2001 and September 30, 2000 respectively;
13,976 shares issued and outstanding as of June 29, 2001 and
September 30, 2000 |                           |                            | 140      |             |         |               | 140      |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Class B Common Stock, $0.01 par value; 67,000 shares authorized as of
June 29, 2001 and September 30, 2000; 45,848 shares issued and
outstanding as of June 29, 2001 and September 30, 2000                          |                           |                            | 459      |             |         |               | 459      |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Additional paid-in capital                                                                                                                                                                                           |                           |                            | 762,673  |             |         |               | 712,981  |        
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accumulated deficit                                                                                                                                                                                                  |                           |                            | (377,326 | )           |         |               | (244,706 | )      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Accumulated other comprehensive loss                                                                                                                                                                                 |                           |                            | (52,602  | )           |         |               | (17,995  | )      
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      |                           | Total stockholders equity |          |             | 333,345 |               |          |         | 450,880 | 
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         
|                                                                    |                                                                                                                                                                                                                      | $                         | 847,570                    |          |             | $       | 998,037       |         
|                                                                    |                                                                                                                                                                                                                      |                           |                            |          |             |         |               |         

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

4



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##### Table of Contents






SEMINIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Revised)
(In thousands, except per share data)

|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |         |         | 
|------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------ | -------- | -------------------------- | ------ | ------------------------- | ------- | -------- | ------ | -------- | -------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                                               |                                              |                          |          | For the Three Months Ended |        | For the Nine Months Ended
|                                                                               |                                              |                          |          |                            |        |                          
|                                                                               |                                              |                          |          | June 29,                   |        | June 30,                  |         | June 29, |        | June 30,
|                                                                               |                                              |                          |          | 2001                       |        | 2000                      |         | 2001     |        | 2000    
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |         
|                                                                               |                                              |                          |          | (Unaudited)                |        | (Unaudited)              
|Net sales                                                                      |                                              | $                        | 106,445  |                            |        | $                         | 114,360 |          |        | $        | 339,192  |         |         | $ | 382,150 |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Cost of goods sold                                                             |                                              |                          | 96,207   |                            |        |                           | 59,636  |          |        |          | 188,528  |         |         |   | 165,227 |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|                                                                               | Gross profit                                 |                          |          | 10,238                     |        |                           |         | 54,724   |        |          |          | 150,664 |         |   |         | 216,923 |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Operating expenses                                                             |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Research and development expenses            |                          |          | 13,258                     |        |                           |         | 14,517   |        |          |          | 39,890  |         |   |         | 43,739  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Selling, general and administrative expenses |                          |          | 54,709                     |        |                           |         | 61,660   |        |          |          | 146,523 |         |   |         | 163,082 |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Amortization of intangible assets            |                          |          | 6,803                      |        |                           |         | 7,464    |        |          |          | 21,105  |         |   |         | 22,455  |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|                                                                               |                                              | Total operating expenses |          |                            | 74,770 |                           |         |          | 83,641 |          |          |         | 207,518 |   |         |         | 229,276 | 
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Loss from operations                                                           |                                              |                          | (64,532  | )                          |        |                           | (28,917 | )        |        |          | (56,854  | )       |         |   | (12,353 | )      
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Other income (expense)                                                         |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest income                              |                          |          | 200                        |        |                           |         | 755      |        |          |          | 1,204   |         |   |         | 2,037   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest expense                             |                          |          | (11,181                    | )      |                           |         | (9,229   | )      |          |          | (31,801 | )       |   |         | (24,285 | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Foreign currency loss                        |                          |          | (1,555                     | )      |                           |         | (479     | )      |          |          | (2,110  | )       |   |         | (3,204  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Other, net                                   |                          |          | (481                       | )      |                           |         | 10,023   |        |          |          | (319    | )       |   |         | 10,786  |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|                                                                               |                                              |                          | (13,017  | )                          |        |                           | 1,070   |          |        |          | (33,026  | )       |         |   | (14,666 | )      
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Loss before income taxes                                                       |                                              |                          | (77,549  | )                          |        |                           | (27,847 | )        |        |          | (89,880  | )       |         |   | (27,019 | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Income
tax benefit (expense)                                                   |                                              |                          | (29,541  | )                          |        |                           | 8,600   |          |        |          | (29,168  | )       |         |   | 8,113   |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Net loss                                                                       |                                              |                          | (107,090 | )                          |        |                           | (19,247 | )        |        |          | (119,048 | )       |         |   | (18,906 | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Preferred stock dividends                                                      |                                              |                          | (3,496   | )                          |        |                           | (2,366  | )        |        |          | (10,409  | )       |         |   | (5,660  | )      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Additional capital contribution dividends                                      |                                              |                          | (1,164   | )                          |        |                           |        |          |        |          | (3,163   | )       |         |   |        |        
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Net loss available for common
stockholders                                     |                                              | $                        | (111,750 | )                          |        | $                         | (21,613 | )        |        | $        | (132,620 | )       |         | $ | (24,566 | )      
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        
|Net loss available for common
stockholders per common share, basic and
diluted |                                              | $                        | (1.87    | )                          |        | $                         | (0.36   | )        |        | $        | (2.22    | )       |         | $ | (0.41   | )      
|                                                                               |                                              |                          |          |                            |        |                           |         |          |        |          |          |         |         |   |         |        

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

5



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##### Table of Contents






SEMINIS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Revised)
(In thousands)

|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       |   |          |          |  
|----------------------------------------------------------- | ---------------------------------- |  | --------------- | - | ------------ | - | ------------ | - | ---------- |  | ------- | - | ------- | - | -------- | - | ------- |  | ------ | - | ------ | - | --- | - |  | - | ------- | - |  | - | -------- | -------- | - | - | ----------- | ------- | ----- | - | -------- | -------- | -
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   | Accumu-     |         |       |   |         
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   | lated Other |         | Total
|                                                            |                                    |  | Class C         |   | Class A      |   | Class B      |   | Additional |  | Accumu- |   | Compre- |   | Stock-  
|                                                            |                                    |  | Preferred Stock |   | Common Stock |   | Common Stock |   | Paid-in    |  | lated   |   | hensive |   | holders'
|                                                            |                                    |  | Number          |   | Amount       |   | Number       |   | Amount     |  | Number  |   | Amount  |   | Capital  |   | Deficit |  | Loss   |   | Equity
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |       
|Balance,
September 30, 2000                                 |                                    |  | 12              |   |              | $ | 1            |   |            |  | 13,976  |   |         | $ | 140      |   |         |  | 45,848 |   |        | $ | 459 |   |  | $ | 712,981 |   |  | $ | (244,706 | )        |   | $ | (17,995     | )       |       | $ | 450,880  |         
|                                                           
|                                                           
|                                                           
|                                                           
|Comprehensive loss:                                         |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       |   |          |         
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net loss (Unaudited)               |  |                 |  |              |   |              |  |            |  |         |  |         |   |          |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   | $        | (119,048 | ) |   |             |        |       |   | $        | (119,048 | )
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Translation adjustment
(Unaudited) |  |                 |  |              |   |              |  |            |  |         |  |         |   |          |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          |         |   |   | $           | (34,607 | )     |   | $        | (34,607  | )
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       |   |          |         
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       | $ | (153,655 | )       
|                                                           
|                                                           
|                                                           
|                                                           
|Additional capital
contribution
(Unaudited)                 |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  | $ | 45,850  |   |  |   |         |          |   |   |            |         |       | $ | 45,850   |         
|                                                           
|                                                           
|                                                           
|                                                           
|Dividends on additional
capital contribution
(Unaudited)    |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  | $ | 845     |   |  | $ | (3,163   | )        |   |   |            |         |       | $ | (2,318   | )       
|                                                           
|                                                           
|                                                           
|                                                           
|Dividends on Class B
Redeemable Preferred
Stock (Unaudited) |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  |   |        |   |  | $ | (1,500   | )        |   |   |            |         |       | $ | (1,500   | )       
|                                                           
|                                                           
|                                                           
|                                                           
|Dividends on Class C
Preferred Stock
(Unaudited)            |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  | $ | 2,997   |   |  | $ | (8,909   | )        |   |   |            |         |       | $ | (5,912   | )       
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       |   |          |         
|Balance,
June 29, 2001
(Unaudited)                          |                                    |  | 12              |   |              | $ | 1            |   |            |  | 13,976  |   |         | $ | 140      |   |         |  | 45,848 |   |        | $ | 459 |   |  | $ | 762,673 |   |  | $ | (377,326 | )        |   | $ | (52,602     | )       |       | $ | 333,345  |         
|                                                            |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |          |   |   |             |         |       |   |          |         

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

6



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##### Table of Contents






SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Revised)
(In thousands)

|                                                             |                                                                             |                                           |                                   |          |                           |         |               |         |         |         |  
|------------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | -------- | ------------------------- | ------- | ------------- | ------- | ------- | ------- | -
|                                                             |                                                                             |                                           |                                   |          | For the Nine Months Ended
|                                                             |                                                                             |                                           |                                   |          | June 29, 2001             |         | June 30, 2000
|                                                             |                                                                             |                                           |                                   |          |                           |         |              
|                                                             |                                                                             |                                           |                                   |          | (Unaudited)              
|Cash Flows from Operating Activities:                        |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Net loss                                                                    |                                           | $                                 | (119,048 | )                         |         | $             | (18,906 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Adjustments to reconcile net loss to net cash used in operating activities: |                                           |                                   |          |                           |         |               |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             | Depreciation and amortization             |                                   |          | 33,643                    |         |               |         | 36,322  |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             | Deferred income tax                       |                                   |          | 21,557                    |         |               |         | (24,690 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             | Other,
primarily inventory write-downs    |                                   |          | 75,360                    |         |               |         | 8,584   |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             | Changes in assets and liabilities:        |                                   |          |                           |         |               |         |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Accounts receivable               |          |                           | (1,001  | )             |         |         | (31,994 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Inventories                       |          |                           | 3,031   |               |         |         | (38,612 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Prepaid expenses and other assets |          |                           | 151     |               |         |         | 4,470   |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Current income taxes              |          |                           | (19     | )             |         |         | 14,961  |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Accounts payable                  |          |                           | (32,131 | )             |         |         | (10,665 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                             |                                           | Other liabilities                 |          |                           | (11,289 | )             |         |         | 7,445   |  
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                             |                                                                             | Net cash used in operating activities     |                                   |          | (29,746                   | )       |               |         | (53,085 | )      
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|Cash Flows from Investing Activities:                        |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Purchases of fixed and intangible assets                                    |                                           |                                   | (7,592   | )                         |         |               | (32,664 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from disposition of assets                                         |                                           |                                   | 7,096    |                           |         |               | 5,509   |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from sale of MBS assets                                           |                                           |                                   |         |                           |         |               | 9,712   |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Other                                                                       |                                           |                                   | (215     | )                         |         |               | (898    | )      
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                             |                                                                             | Net cash used in investing activities     |                                   |          | (711                      | )       |               |         | (18,341 | )      
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|Cash Flows from Financing Activities:                        |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from long-term debt                                                |                                           |                                   | 1,395    |                           |         |               | 57,872  |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Repayment of long-term debt                                                 |                                           |                                   | (17,352  | )                         |         |               | (51,421 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Net short-term borrowings                                                   |                                           |                                   | 8,033    |                           |         |               | 19,188  |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Class B Redeemable Preferred Stock dividends                                |                                           |                                   |         |                           |         |               | (1,500  | )      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Issuance of Class C Preferred Stock                                         |                                           |                                   |         |                           |         |               | 42,000  |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Additional capital contribution                                             |                                           |                                   | 45,850   |                           |         |               |        |        
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|                                                             |                                                                             | Net cash provided by financing activities |                                   |          | 37,926                    |         |               |         | 66,139  |        
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|Effect of exchange rate changes on cash and cash equivalents |                                                                             |                                           | (599                              | )        |                           |         | (360          | )      
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|Increase (decrease) in cash and cash equivalents             |                                                                             |                                           | 6,870                             |          |                           |         | (5,647        | )      
|                                                            
|                                                            
|                                                            
|                                                            
|Cash and cash equivalents, beginning of period               |                                                                             |                                           | 22,479                            |          |                           |         | 19,068        |        
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        
|Cash and cash equivalents, end of period                     |                                                                             | $                                         | 29,349                            |          |                           | $       | 13,421        |        
|                                                             |                                                                             |                                           |                                   |          |                           |         |               |        

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

7



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##### Table of Contents






SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Data)

Note 1  Summary of Significant Accounting Policies

Description of Business

Seminis, Inc. (Seminis or the Company) is the largest developer,
producer and marketer of vegetable and fruit seeds in the world. The Company is
a majority-owned subsidiary of Savia, S.A. de C.V. (Savia) and effectively
began operations when it purchased Asgrow Seed Company in December 1994.

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its majority controlled and owned subsidiaries. Investments in
unconsolidated entities, representing ownership interests between 20% and 50%,
are accounted for using the equity method of accounting. All material
intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications have been made to prior periods to conform to the
current quarter presentation.

Seminis generally operates on a thirteen week calendar closing on the
Friday closest to the natural calendar quarter, except for the fiscal year end
which closes on September 30.

The unaudited consolidated financial statements included herein reflect
all adjustments, (consisting only of normal recurring adjustments), that the
Company considers necessary for a fair presentation of the results of
operations for the interim periods covered and of the financial condition of
the Company at the date of the interim balance sheet. The Companys business is
subject to seasonal fluctuation; therefore, the results of operations for
periods less than one year are not necessarily indicative of results which may
be expected for any other interim period or for the fiscal year as a whole.

Revision of
Previously Issued Financial Statements

The accompanying
consolidated financial statements as of and for the three and nine
months ended June 29, 2001 have been revised from those
originally issued by the Company to reflect the establishment of a
valuation allowance for certain deferred tax assets which should have
been recognized following the losses incurred during the third
quarter. The impact of this revision, which has been reflected
throughout the consolidated financial statements and accompanying
notes, is as follows (amounts in thousands):

|                                                                               |  |                                  |         |                                 |  |                    |          |           |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------------ |  | -------------------------------- | ------- | ------------------------------- |  | ------------------ | -------- | --------- |  | - | -------- | - |  | - | -------- | -
|                                                                               |  | Three
Months Ended June 29, 2001 |         | Nine
Months Ended June 29, 2001
|                                                                               |  | PreviouslyReported               |         | AsRevised                       |  | PreviouslyReported |          | AsRevised
|                                                                               |  |                                  |         |                                
|                                                                               |  | (Unaudited)                      |         | (Unaudited)                    
|Consolidated
Balance Sheets (as of June 29, 2001)                             
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Deferred-income
tax assets                                                     |  |                                  |         |                                 |  |                    |          |           |  | $ | 29,238   |   |  | $ |         |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Deferred
income tax liabilities                                                |  |                                  |         |                                 |  |                    |          |           |  |   |         |   |  |   | 13,323   |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Accumulated
deficit                                                            |  |                                  |         |                                 |  |                    |          |           |  |   | (334,765 | ) |  |   | (377,326 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Consolidated
Statements of Operations                                         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Income
tax benefit (expense)                                                   |  | $                                | 13,020  |                                 |  | $                  | (29,541  | )         |  | $ | 13,393   |   |  | $ | (29,168  | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss                                                                       |  |                                  | (64,529 | )                               |  |                    | (107,090 | )         |  |   | (76,487  | ) |  |   | (119,048 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss available for common Stockholders                                     |  |                                  | (69,189 | )                               |  |                    | (111,750 | )         |  |   | (90,059  | ) |  |   | (132,620 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss available for common Stockholders per common share, basic and
diluted |  |                                  | (1.16   | )                               |  |                    | (1.87    | )         |  |   | (1.51    | ) |  |   | (2.22    | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Consolidated
Statement of Stockholders Equity                                
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Comprehensive
Loss: Net Loss                                                   |  |                                  |         |                                 |  |                    |          |           |  | $ | (76,487  | ) |  | $ | (119,048 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Consolidated
Statements of Cash Flows                                         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss                                                                       |  |                                  |         |                                 |  |                    |          |           |  | $ | (76,487  | ) |  | $ | (119,048 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Deferred
income tax                                                            |  |                                  |         |                                 |  |                    |          |           |  | $ | (21,004  | ) |  | $ | 21,557   |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|In
addition, Income (Loss) per Common Share in Note 1 is revised as
follows:  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|NUMERATOR
FOR BASIC AND DILUTED:                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss                                                                       |  | $                                | (64,529 | )                               |  | $                  | (107,000 | )         |  | $ | (76,487  | ) |  | $ | (119,048 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Net
loss available for common stockholders                                     |  |                                  | (69,189 | )                               |  |                    | (111,750 | )         |  | $ | (90,059  | ) |  | $ | (132,620 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|NET
LOSS PER COMMON SHARE:                                                    
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Basic
and diluted                                                              |  |                                  | (1.16   | )                               |  |                    | (1.87    | )         |  |   | (1.51    | ) |  |   | (2.22    | )

Supplementary Cash Flow Information

|                                    |                                                                             |   |                   |       |               |   |        |       | 
|----------------------------------- | --------------------------------------------------------------------------- | - | ----------------- | ----- | ------------- | - | ------ | ----- | 
|                                    |                                                                             |   | Nine Months Ended
|                                    |                                                                             |   | June 29, 2001     |       | June 30, 2000
|                                    |                                                                             |   |                   |       |              
|                                    |                                                                             |   | (Unaudited)      
|Cash paid for interest              |                                                                             | $ | 29,747            |       |               | $ | 24,087 |      
|                                   
|                                   
|                                   
|                                   
|Cash paid for income taxes          |                                                                             |   | 7,630             |       |               |   | 1,616  |      
|                                   
|                                   
|                                   
|                                   
|Supplemental non-cash transactions: |                                                                             |   |                   |       |               |   |        |      
|                                   
|                                   
|                                   
|                                   
|                                    | Issuance of preferred stock in payment of
Class C Preferred Stock dividends |   |                   | 2,997 |               |   |        | 4,160 | 
|                                   
|                                   
|                                   
|                                   
|                                    | Dividends on additional capital contribution                                |   |                   | 845   |               |   |        |      | 

Effective January 2001, Class C Preferred Stock earns cash dividends at
10% per annum. The bank agreement, however, precludes the payment of cash
dividends until certain conditions are met.

Income (Loss) per
Common Share (Revised)

Net income (loss) per common share has been computed pursuant to the
provisions of Statement of Financial Accounting Standards No. 128, Earnings
per Share. Basic net income (loss) per common share is computed by dividing
net income (loss) available for common stockholders by the average number of
common shares outstanding during each period. Net income (loss) available for
common stockholders represents net income (loss) less preferred and additional
capital contribution dividends. Diluted net income (loss) per common share
reflects the potential dilution that could occur if dilutive securities and
other contracts were exercised or converted into common stock or resulted in
the issuance of common stock. The following table provides a reconciliation of
net income (loss) available and sets forth the computation for basic and
diluted net income (loss) per share available for common stockholders.

8



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##### Table of Contents



SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

Income (Loss) per Common Share  Continued

|                                                             |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |         |  
|------------------------------------------------------------ | ------------------------------------------ | - | ------------------ | -------- | ----------------- | - | -------- | ------- | -------- | - | -------- | -------- | - | - | ------- | ------- | -
|                                                             |                                            |   | Three Months Ended |          | Nine Months Ended
|                                                             |                                            |   | June 29,           |          | June 30,          |   | June 29, |         | June 30,
|                                                             |                                            |   | 2001               |          | 2000              |   | 2001     |         | 2000    
|                                                             |                                            |   |                    |          |                   |   |          |         |         
|                                                             |                                            |   | (Unaudited)        |          | (Unaudited)      
|NUMERATOR FOR BASIC AND DILUTED:                             |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|Net loss                                                     |                                            | $ | (107,090           | )        |                   | $ | (19,247  | )       |          | $ | (119,048 | )        |   | $ | (18,906 | )      
|                                                            
|                                                            
|                                                            
|                                                            
|Preferred stock dividends                                    |                                            |   | (3,496             | )        |                   |   | (2,366   | )       |          |   | (10,409  | )        |   |   | (5,660  | )      
|                                                            
|                                                            
|                                                            
|                                                            
|Additional capital contribution dividends                    |                                            |   | (1,164             | )        |                   |   |         |         |          |   | (3,163   | )        |   |   |        |        
|                                                             |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        
|                                                             | Net loss available for common stockholders |   | $                  | (111,750 | )                 |   | $        | (21,613 | )        |   | $        | (132,620 | ) |   | $       | (24,566 | )
|                                                             |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        
|DENOMINATOR  SHARES:                                        |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|Weighted average common shares outstanding
basic and diluted |                                            |   | 59,824             |          |                   |   | 59,824   |         |          |   | 59,824   |          |   |   | 59,824  |        
|                                                            
|                                                            
|                                                            
|                                                            
|NET LOSS PER COMMON SHARE:                                   |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Basic and diluted                          |   | $                  | (1.87    | )                 |   | $        | (0.36   | )        |   | $        | (2.22    | ) |   | $       | (0.41   | )
|                                                             |                                            |   |                    |          |                   |   |          |         |          |   |          |          |   |   |         |        

Reclassification

Certain amounts have been reclassified to conform to the current period
presentation.

Recent Accounting Pronouncement

As of October 1, 2000, the Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities as amended by SFAS No. 137 and
No. 138. SFAS No. 133 requires companies to record derivatives on the balance
sheet as assets or liabilities, measured at fair market value. It also requires
that gains or losses resulting from changes in the values of those derivatives
be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The Company does not currently have any
derivative instruments and therefore adoption of SFAS No. 133 did not have a
material impact on the Companys consolidated financial position or results of
operations for the three and nine month periods ended June 29, 2001.

EITF 00-10, Accounting for Shipping and Handling Fees and Costs is
effective for the Company in the fourth quarter of this year. EITF 00-10
requires that all amounts billed to a customer in a sale transaction related to
shipping and handling, if any, represent revenues earned for the goods provided
and should be classified as revenue. It also states that a company may record
shipping and handling costs in cost of sales. If such costs are significant
and are not included in cost of sales (that is, if those costs are accounted
for together or separately on other income statement line items), a company
should disclose both the amount(s) of such costs and the line item(s) on the
income statement that include them.

SFAS 141, Business Combinations is effective for the Company in the
fourth quarter of this year. SFAS 141 addresses financial accounting and
reporting for business combinations and supercedes APB Opinion No. 16, Business
Combinations, and FASB Statement No. 38, Accounting for Preacquisition
Contingencies of Purchased Enterprises. All business combinations in the scope
of this Statement are to be accounted for using one method, the purchase
method.

SFAS 142, Goodwill and Other Intangible Assets is effective for the
Company in fiscal 2003, but may be adopted early as of the beginning of fiscal
2002. SFAS 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets. It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon
their acquisition. This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements.

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SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

Note 2  Liquidity and Borrowing

In April 2001, the Company submitted its financial plan to its lenders
under its syndicated credit facility, detailing operating initiatives that
reduce existing infrastructure and working capital requirements. Additionally,
the plan identified alternative sources of capital to repay the bank debt
within newly defined terms, which may include the sale of non-strategic assets,
debt refinancing and additional equity infusions.

On May 31, 2001, the Companys lenders agreed with the financial plan and
the terms to restructure the Companys $310.0 million credit facility. Under
the revised maturity schedule of the amended credit agreement, long-term
portions of borrowings have been reclassified from current liabilities to
long-term debt. The amendment extended the final maturity of the credit
facility from the previously agreed on date of June 30, 2002 to December 31,
2002, with interim principal payments of $35.0 million due in the remainder of
calendar year 2001 and $49.0 million in calendar year 2002. The Company
expects to fund these principal payments through improved operating cash flows
and the sale of non-strategic assets. The amended credit agreement bears
interest according to a grid pricing formula based on the achievement of
specified debt levels with current interest at the prime rate plus 2.5%. Under
the terms of the amended credit agreement, the Company believes it will be able
to satisfy all revised covenant ratios during the remaining term of the
agreement. The Company is continuing to pursue its effort of finding
alternative sources of capital to improve its capital structure and repay the
bank debt.

At June 29, 2001, the Company was in compliance will all of its financial
covenants and obligations under the amended credit agreement. At September 30,
2000, December 29, 2000 and March 30, 2001, the Company was not in compliance
with minimum interest coverage and maximum debt ratio covenants and therefore,
outstanding borrowings under this facility were classified as a current
liability as of September 30, 2000, December 29, 2000, and March 30, 2001. As
disclosed in the past, these factors had raised doubt about the Companys
ability to continue as a going concern; however, management believes the
current operating initiatives and the amended credit agreement have mitigated
this uncertainty and as a result long-term portions of borrowings under the
syndicated agreement have been classified to long-term debt.

Note 3  Global Restructuring and Optimization Plan

In February 2000, the Company announced a global cost saving initiative
designed to streamline operations, increase utilization of facilities and
improve efficiencies. The first phase of the initiative, which commenced in
fiscal year 2000, focused on North American operations and is expected to
complete by the end of fiscal year 2001. In June 2000, the Company announced
the second phase, which was targeted at its global operations. An expansion of
phase two of the plan was launched in the third quarter of fiscal year 2001 and
is expected to be completed by the end of fiscal year 2002. The key elements
to Seminis global restructuring and optimization plan involve:



| |  | Reorganizing its 10 legacy seed companies into four geographical regions;          
|- |  | -----------------------------------------------------------------------------------
| 
| |  | Reducing operation and production facilities;                                      
| 
| |  | Reducing headcount that results from the reorganization and facility consolidation;
| 
| |  | Rationalizing the product portfolio;                                               
| 
| |  | Implementing an advanced global logistics management information system; and       
| 
| |  | Divesting non-strategic assets.                                                    

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SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

Global Restructuring and Optimization Plan  Continued

In connection with phase one of the restructuring and optimization plan,
the Company recorded nonrecurring pre-tax charges to operations of
approximately $34.4 million for restructuring costs during fiscal year 2000
that included severance and other exit costs, inventory write-downs and costs
associated with streamlining the products portfolio. Of this amount, $18.4
million was included in cost of goods sold for inventory write-downs. The
remaining $16.0 million was included in selling, general and administrative
expenses and consisted primarily of severance costs. The total phase one and
initial phase two severance charge related to a planned 600-employee reduction
worldwide in both operational and administrative groups.

As part of the implementation of the expanded second phase of the
restructuring and optimization plan, a pre-tax charge of $12.0
million was recorded in selling, general and administrative expenses by the
Company in the third quarter of fiscal year 2001. This charge primarily
relates to severance and related costs, resulting from an additional planned
250-employee reduction worldwide in both operational and administrative groups.
Additionally, the Company recorded a non-cash pre-tax charge of $53.9 million
in cost of goods sold for inventory write-downs in order to comply with more
stringent seed quality standards and to further rationalize the Companys
product portfolio. The Company also sold its properties in Saticoy,
California, Filer, Idaho and Vineland, New Jersey as part of its efforts to
reduce and consolidate operation and production facilities.

There were 637 and 178 employees severed in the first nine months of
fiscal year 2001 and fiscal year 2000, respectively, as part of the Global
Restructuring and Optimization Plan.

Remaining components of the restructuring accruals are as follows:

|                               |  |               |      |            |  |          |      |          |  |   |     |            |  |   |      | 
|------------------------------ |  | ------------- | ---- | ---------- |  | -------- | ---- | -------- |  | - | --- | ---------- |  | - | ---- | 
|                               |  | Balance at    |      |            |  |          |      |          |  |   |     | Balance at
|                               |  | September 30, |      | Additional |  | Amounts  |      | June 29,
|                               |  | 2000          |      | Charges    |  | Incurred |      | 2001    
|                               |  |               |      |            |  |          |      |         
|Severance and related expenses |  | $             | 12.2 |            |  | $        | 12.0 |          |  | $ | 8.3 |            |  | $ | 15.9 | 

Note 4  Inventories

Inventories consist of the following:

|                               |  |             |         |               |  |   |         | 
|------------------------------ |  | ----------- | ------- | ------------- |  | - | ------- | 
|                               |  | June 29,    |         | September 30,
|                               |  | 2001        |         | 2000         
|                               |  |             |         |              
|                               |  | (Unaudited) |        
|                               |  |             |         |               |  |   |         | 
|Seed                           |  | $           | 215,099 |               |  | $ | 290,629 | 
|                              
|                              
|                              
|                              
|Unharvested crop growing costs |  |             | 30,613  |               |  |   | 31,663  | 
|                              
|                              
|                              
|                              
|Supplies                       |  |             | 7,592   |               |  |   | 10,995  | 
|                               |  |             |         |               |  |   |         | 
|                               |  | $           | 253,304 |               |  | $ | 333,287 | 
|                               |  |             |         |               |  |   |         | 

Note 5  Additional Capital Contributions

In October and November 2000, the Company received additional capital
contributions of $31.9 million and $14.0 million, respectively, from Savia
to finance additional working capital requirements.

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##### Table of Contents



SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

Note 6  Shares of Common Stock

The number of authorized shares of Common Stock was increased from
158.0 million to 278.0 million and an equivalent increase in the number of
authorized shares of Class A Common Stock from 91.0 million to 211.0 million
at the annual meeting of stockholders of Seminis on March 14, 2001.

Note 7  Seminis Inc. Stock Award Plan

During the quarter ended June 29, 2001, the Company adopted a stock
award plan that is subject to shareholders approval. Certain key
executives will be awarded with Company shares that vest after meeting
certain quarterly performance criteria over 18 months. Upon meeting each
quarterly goal, the shares awarded are immediately vested subject to
shareholders approval. Total number of shares eligible to be awarded under
this plan is 4.8 million. This resulted in an accrual of
approximately $1.3 million recorded in selling, general and
administrative expenses based on current
market value of Common Stock during the
quarter ended June 29, 2001.

Note 8  Income Taxes (Revised)

During the quarter ended June 29, 2001, the
Company reassessed the likelihood of realizing certain deferred tax
assets. Based on losses incurred during the quarter and projected for
the year, the Company increased its valuation allowance for deferred
tax assets related to net operating loss carryforwards in the
Netherlands and the United States. The impact was to record
approximately $29.0 million of income tax expense for both the three
and nine month periods ended June 29, 2001.

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##### Table of Contents






Item 2.Managements Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto of the Company
included elsewhere herein. The following discussion and analysis contains
certain forward-looking statements which are subject to certain risks,
uncertainties and contingencies which could cause Seminis actual business,
results of operations or financial condition to differ materially from those
expressed in, or implied by, such statements.

Overview

Seminis is the largest developer, producer and marketer of vegetable
and fruit seeds in the world. Seminis produces more than 60 species and
6,000 distinct varieties of vegetable and fruit seeds. Seminis has
established a worldwide presence and global distribution network that spans
120 countries with 34 research and development facilities and 29 screening
farms in 19 countries and production sites in over 20 countries. Seminis is
a majority owned subsidiary of Savia, S.A. de C. V. (Savia).

In order to achieve its position as the premier vegetable and fruit
seed company, Seminis has completed nine acquisitions since its formation in
1994 and has incurred significant expenses related to the development of its
infrastructure. Seminis expenses its investments in research and development
and in the creation of its worldwide sales capability. The comparability of
Seminis results of operations from period to period has also been affected
by the impact of acquisition accounting under purchase accounting
principles, interest expense attributable to acquisition financing and
exposure to foreign currency fluctuations.

Results Of Operations (Revised)

The table below sets forth Seminis results of operations data expressed
as a percentage of net sales.

|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   
|--------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | -------- | ----- | -------- |  |  | ----- | -- |  |  | ----- | --
|                                                    |  | Three Months Ended |        | Nine Months Ended
|                                                    |  | June 29,           |        | June 30,          |  | June 29, |       | June 30,
|                                                    |  | 2001               |        | 2000              |  | 2001     |       | 2000    
|                                                    |  |                    |        |                   |  |          |       |         
|                                                    |  | (Unaudited)        |        | (Unaudited)      
|                                                   
|                                                   
|                                                   
|                                                   
|Net sales                                           |  |                    | 100.0  | %                 |  |          | 100.0 | %        |  |  | 100.0 | %  |  |  | 100.0 | % 
|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   
|Gross profit                                        |  |                    | 9.6    |                   |  |          | 47.8  |          |  |  | 44.4  |    |  |  | 56.8  |   
|                                                   
|                                                   
|                                                   
|                                                   
|Research and development expenses                   |  |                    | 12.4   |                   |  |          | 12.7  |          |  |  | 11.8  |    |  |  | 11.4  |   
|                                                   
|                                                   
|                                                   
|                                                   
|Selling, general and administrative expenses        |  |                    | 51.4   |                   |  |          | 53.9  |          |  |  | 43.2  |    |  |  | 42.7  |   
|                                                   
|                                                   
|                                                   
|                                                   
|Amortization of intangible assets                   |  |                    | 6.4    |                   |  |          | 6.5   |          |  |  | 6.2   |    |  |  | 5.9   |   
|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   
|Loss from operations                                |  |                    | (60.6  | )                 |  |          | (25.3 | )        |  |  | (16.8 | )  |  |  | (3.2  | ) 
|                                                   
|                                                   
|                                                   
|                                                   
|Interest expense, net                               |  |                    | (10.3  | )                 |  |          | (7.4  | )        |  |  | (9.0  | )  |  |  | (5.8  | ) 
|                                                   
|                                                   
|                                                   
|                                                   
|Other non-operating expense, net                    |  |                    | (1.9   | )                 |  |          | 8.4   |          |  |  | (0.7  | )  |  |  | 2.0   |   
|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   
|Loss from continuing operations before income taxes |  |                    | (72.8  | )                 |  |          | (24.3 | )        |  |  | (26.5 | )  |  |  | (7.0  | ) 
|                                                   
|                                                   
|                                                   
|                                                   
|Income
tax benefit (expense)                        |  |                    | (27.8  | )                 |  |          | 7.5   |          |  |  | (8.6  | )  |  |  | 2.1   |   
|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   
|Net loss                                            |  |                    | (100.6 | )%                |  |          | (16.8 | )%       |  |  | (35.1 | )% |  |  | (4.9  | )%
|                                                    |  |                    |        |                   |  |          |       |          |  |  |       |    |  |  |       |   

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Nine Months Ended June 29, 2001 Compared With Nine Months Ended June 30, 2000

Net Sales

Net sales decreased 11.2% to $339.2 million for the nine months ended
June 29, 2001 from $382.2 million for the same period ended June 30, 2000.
The decrease primarily reflects a change in the company strategy from
actively pursuing market share in fiscal year 2000, to reducing costs and
improving cash flow and profitability in this fiscal year. Other factors
include loss of sales due to the divestiture of non-core businesses,
climatic problems in Korea and certain regions of Europe and the effect of
currency fluctuations. The Euro and the South Korean Won weakened during the
nine months of fiscal year 2001 and were weaker overall compared to the same
period of fiscal year 2000. In constant dollars, and excluding the effect of
businesses divested, sales decreased 2.7% to $354.6 million for the nine
months of fiscal year 2001 from $364.2 million in the same period of fiscal
year 2000. Geographically, sales decreased the sharpest in Europe and the
Far East while in South America/Australia/New Zealand and North America,
sales improved. The Companys business is subject to seasonal fluctuations;
therefore, the sales for this period are not necessarily indicative of those
to be expected in any other interim period or for an entire fiscal year.

Gross Profit

Gross profit decreased 30.5% to $150.7 million for the nine months
ended June 29, 2001 from $216.9 million for the nine months ended June 30,
2000. Gross margin decreased to 44.4% for the nine months ended June 29,
2001 from 56.8% for the nine months ended June 30, 2000. The decrease was
primarily due to the Companys initiative to improve overall seed quality by
imposing more stringent quality standards and to rationalize the Companys
product portfolio that resulted in a $58.2 million non-cash inventory
write-off this period. There was a non-cash inventory write-off of $6.4
million in the prior year. Excluding these non-cash inventory write-offs,
the gross margin would have been 61.6% this year compared to 58.4% last
year.

Research and Development Expenses

Research and development expenses decreased 8.8% to $39.9 million for
the nine months ended June 29, 2001 from $43.7 million for the nine months
ended June 30, 2000. The decrease was due to an approximate $2.0 million
charge related to Seminis research incentive program recorded in the first
half of fiscal year 2000. The final installment of this program was made in
the second quarter of fiscal year 2000. The decrease was also a result of
personnel reduction from the Global Restructuring and Optimization Plan and
currency fluctuations from research and development operations in Europe
during fiscal year 2001.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 10.2% to $146.5
million for the nine months ended June 29, 2001 from $163.1 million for the
nine months ended June 30, 2000. The decrease was primarily the result of
headcount reductions following the implementation of the Global
Restructuring and Optimization Plan and, in part, the impact of currency
fluctuations. Furthermore, the divestiture of certain non-core businesses
accounted for $5.7 million of the decrease. The decrease was partially
offset by $3.0 million of facility moving costs, $3.8 million of consulting
fees due to restructuring initiatives, and approximately $1.3 million based
on current market value of Common Stock for a newly established employee
stock plan in fiscal year 2001. A restructuring charge of $12.0 million
that related to the ongoing Global Restructuring and Optimization Plan was
taken this year versus a similar charge of $14.0 million taken in the prior
year. Both charges were incurred for severance and related costs following
announced headcount reductions.

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##### Table of Contents



Amortization of Intangible Assets

Amortization of intangible assets decreased 6.0% to $21.1 million for
the nine months ended June 29, 2001 from $22.5 million for the nine months
ended June 30, 2000. The decrease was primarily due to the effect of latter
stages of accelerated amortization of intangible assets related to purchase
accounting. Furthermore, the decrease was attributable to the currency
impact from the devaluation of the South Korean Won on Korean based
intangible assets. The decrease was partially offset by the increase in
intangible asset amortization in the U.S.

Interest Expense, Net

Interest expense, net, increased 37.5% to $30.6 million for the nine
months ended June 29, 2001 from $22.2 million for the nine months ended June
30, 2000. The increase was primarily due to higher effective interest rates
in the current period compared to the same period last fiscal year.
Furthermore, the increase was due to the acceleration of deferred financing
cost amortization related to the Companys credit facility. The acceleration
was a result of the advancement of the maturity date of the term loan.

Other Non-Operating Income (Expense), Net

Seminis had other non-operating expense, net, of $2.4 million for the
nine months ended June 29, 2001 as compared to $7.6 million income for the
nine months ended June 30, 2000. Other non-operating expense, net, for the
nine months ended June 29, 2001 primarily consisted of a foreign currency
loss of $2.1 million resulting from a U.S. dollar denominated loan at SVS
Holland and other expense resulting from the loss on sale of fixed assets.
Other non-operating income, net, for the nine months ended June 30, 2000
included a foreign currency loss of $3.2 million and other income of $10.8
million primarily relating to the gain on the asset sale of MBS, a soybean
subsidiary.

Income Tax Benefit (Expense)
(Revised)

Income tax expense
was $29.2 million for the nine months ended June 29,
2001 compared to income tax benefit of $8.1 million for the nine months
ended June 30, 2000. The increase in income tax expense
primarily related to a provision of a valuation allowance against the
deferred tax assets arising from net operating loss carryforwards in
the Netherlands and the United States.

Three Months Ended June 29, 2001 Compared With Three Months Ended June 30, 2000

Net Sales

Net sales decreased 6.9% to $106.4 million for the three months ended
June 29, 2001 from $114.4 million for the same period ended June 30, 2000.
The decrease primarily reflects a change in the company strategy from
actively pursuing market share in fiscal year 2000, to reducing costs and
improving cash flow and profitability in this fiscal year. Other factors
include loss of sales due to the divestiture of non-core businesses,
climatic problems in Korea and certain regions in Europe and the effect of
currency fluctuation. The Euro and the South Korean Won weakened during the
third quarter of fiscal year 2001 and were weaker overall compared to the
same period of fiscal year 2000. In constant dollars, and excluding the
effect of businesses divested, sales increased 2.5% to $111.4 million for
the third quarter of fiscal year 2001 from $108.6 million in the same period
of fiscal year 2000. Geographically, sales decreased the sharpest in Far
East and Europe while in North America & South America, sales increased.
The Companys business is subject to seasonal fluctuations; therefore, the
sales for the third quarter of a fiscal year are not necessarily indicative
of those to be expected in any other interim period or for an entire fiscal
year.

Gross Profit

Gross profit decreased 81.3% to $10.2 million for the three months
ended June 29, 2001 from $54.7 million for the three months ended June 30,
2000. Gross margin decreased to 9.6% for the three months ended June 29,
2001 from 47.9% for the three months ended June 30, 2000. The decrease was
primarily due to the Companys initiative to improve overall seed quality by
imposing more stringent quality standards and to rationalize the Companys
product portfolio that resulted in a non-cash inventory write-off of $53.9
million this period. There was a non-cash inventory write-off of $6.7
million in the prior year. Excluding these non-cash inventory write-offs,
the gross margin would have been 60.2% this year compared to 53.7% last
year.

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##### Table of Contents



Research and Development Expenses

Research and development expenses decreased 8.7% to $13.3 million for
the three months ended June 29, 2001 from $14.5 million for the three months
ended June 30, 2000. The decrease was primarily due to personnel reduction
from the Global Restructuring and Optimization Plan and currency
fluctuations from research and development operations in Europe in fiscal
year 2001.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 11.3% to $54.7
million for the three months ended June 29, 2001 from $61.7 million for the
three months ended June 30, 2000. The decrease was primarily due to the
impact of headcount reductions following the implementation of the Global
Restructuring and Optimization Plan and, in part, due to currency
fluctuations. Furthermore, the divestiture of certain non-core businesses
accounted for $1.5 million of the decrease. The decrease was partially
offset by $0.5 million of facility moving costs, $1.3 million of consulting
fees due to restructuring initiatives, and approximately $1.3 million based
on current market value of Common Stock for a newly established employee
stock plan in fiscal year 2001. A restructuring charge of $12.0 million
that related to the ongoing Global Restructuring and Optimization Plan was
taken this quarter compared to a similar charge of $13.4 million taken in
the same quarter of the prior year. Both charges were incurred for
severance and related costs following announced headcount reductions.

Amortization of Intangible Assets

Amortization of intangible assets decreased 8.9% to $6.8 million for
the three months ended June 29, 2001 from $7.5 million for the three months
ended June 30, 2000. The decrease was primarily due to the effect of latter
stages of accelerated amortization of intangible assets related to purchase
accounting. Furthermore, the decrease was attributable to the currency
impact from the devaluation of the South Korean Won on Korean based
intangible assets. The decrease was partially offset by the increase in
intangible asset amortization in the U.S.

Interest Expense, Net

Interest expense, net, increased 29.6% to $11.0 million for the three
months ended June 29, 2001 from $8.5 million for the three months ended June
30, 2000. The increase was primarily due to higher effective interest rates
in the current period compared to the same period last fiscal year.
Moreover, the increase was also due to the acceleration of deferred
financing cost amortization related to the Companys credit facility. The
acceleration was a result of the advancement of the maturity date of the
term loan.

Other Non-Operating Income (Expense), Net

Seminis had other non-operating expense, net, of $2.0 million for the
three months ended June 29, 2001 as compared to other non-operating income,
net, of $9.5 million for the three months ended June 30, 2000. Other
non-operating expense, net, for the three months ended June 29, 2001
included a foreign currency loss of $1.6 million and other expense of $0.5
million primarily related to the sale of fixed assets. The foreign currency
loss is primarily due to a loss recorded by SVS Holland on its U.S. dollar
denominated loan. Other non-operating income, net, for the three months
ended June 30, 2000 includes a foreign currency loss of $0.5 million and
other income of $10.0 million primarily relating to the gain on the asset
sale of MBS, a soybean subsidiary.

Income Tax Benefit (Expense)
(Revised)

Income tax expense
was $29.5 million for the three
months ended June 29, 2001 compared to income tax benefit of
$8.6 million for the three months ended June 30, 2000. The
increase in income tax expense primarily related to a provision of a
valuation allowance against the deferred tax assets arising from net
operating loss carryforwards in the Netherlands and the United States.

16



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##### Table of Contents



Seasonality

The seed business is highly seasonal. Generally, net sales are highest
in the second fiscal quarter due to increased demand from Northern
Hemisphere growers who plant seed in the early spring. Seminis recorded
39.3% of its fiscal year 2000 net sales during its second fiscal quarter.
Seminis has historically operated at a loss during the first and third
fiscal quarters due to lower sales during such quarters. Seminis results in
any particular quarter should not be considered indicative of those to be
expected for a full year.

Liquidity and Capital Resources

In April 2001, the Company submitted its financial plan to its lenders
under its syndicated credit facility, detailing operating initiatives that
reduce existing infrastructure and working capital requirements. Additionally,
the plan identified alternative sources of capital to repay the bank debt
within newly defined terms, which may include the sale of non-strategic assets,
debt refinancing and additional equity infusions.

On May 31, 2001, the Companys lenders agreed with the financial plan and
the terms to restructure the Companys $310.0 million credit facility. Under
the revised maturity schedule of the amended credit agreement, long-term
portions of borrowings have been reclassified from current liabilities to
long-term debt. The amendment extended the final maturity of the credit
facility from the previously agreed on date of June 30, 2002 to December 31,
2002, with interim principal payments of $35.0 million due in the remainder of
calendar year 2001 and $49.0 million in calendar year 2002. The Company
expects to fund these principal payments through improved operating cash flows
and the sale of non-strategic assets. The amended credit agreement bears
interest according to a grid pricing formula based on the achievement of
specified debt levels with current interest at the prime rate plus 2.5%. Under
the terms of the amended credit agreement, the Company believes it will be able
to satisfy all revised covenants ratios during the remaining term of the
agreement. The Company is continuing to pursue its efforts of finding
alternative sources of capital to improve its capital structure and repay the
bank debt.

At June 29, 2001, the Company was in compliance will all of its financial
covenants and obligations under the amended credit agreement. At September 30,
2000, December 29, 2000 and March 30, 2001, the Company was not in compliance
with minimum interest coverage and maximum debt ratio covenants and therefore,
outstanding borrowings under this facility were classified as a current
liability as of September 30, 2000, December 29, 2000, and March 30, 2001. As
disclosed in the past, these factors had raised doubt about the Companys
ability to continue as a going concern; however, management believes the
current operating initiatives and the amended credit agreement have mitigated
this uncertainty and as a result long-term portions of borrowings under the
syndicated agreement have been classified to long-term debt.

The Company has made significant strides in the enhancement of its cash
flow. As a result of the Global Restructuring and Optimization Plan, headcount
has been reduced by 18% since August 2000, products portfolio has been
streamlined and certain non-strategic assets were sold. During the third
quarter of fiscal year 2001, the Company sold its properties in Saticoy,
California, Filer, Idaho and Vineland, New Jersey as part of its efforts to
reduce and consolidate operation and production facilities. Additionally, the
Company reduced its bank debt during the quarter by $11.5 million. The
reduction of operating expenses and the improved third quarter cash flow
performance attest to the positive strides the Company has made as a result of
the initiatives. Further savings are expected at the completion of the
aforementioned plan that will strengthen the cash position of the Company.

Net cash used in operating activities decreased to $29.7 million for
the nine months ended June 29, 2001 compared to $53.1 million for the nine
months ended June 30, 2000 mainly due to improvements in overall working
capital partially offset by costs related to restructuring and non-recurring
expenses related to the Global Restructuring and Optimization Plan.

Capital expenditures decreased to $7.6 million for the nine months
ended June 29, 2001 from $32.7 million for the nine months ended June 30,
2000. The decrease was primarily due to a substantial portion of the
investment in Seminis new headquarters and production facility being
incurred in fiscal year 2000, resulting in a significant decrease in overall
capital expenditures in the nine months ended June 29, 2001. Other investing
activities for the nine months ended June 29, 2001 also included
approximately $7.1 million in proceeds from the sale of non-operating
assets.

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Liquidity and Capital Resources  Continued

In October and November 2000, Seminis received $31.9 million and $14.0
million respectively, of additional capital contribution from Savia. Through
the nine months ended June 29, 2001, $3.2 million of accrued dividends
pertaining to this transaction have been recorded.

Seminis total indebtedness as of June 29, 2001 was $359.8 million, of
which $308.5 million were borrowings under the current credit agreement.
Additionally, $16.7 million, $7.7 million, $5.5 million, $4.2 million, and
$10.9 million were borrowings by the United States, Chilean, Italian,
Spanish, and Korean subsidiaries, respectively, and $6.3 million were
borrowings primarily by other foreign subsidiaries.

Seminis exposure to foreign currency fluctuations is primarily foreign
currency gains or losses that occur from intercompany loans between Seminis
and its foreign subsidiaries and the U.S. dollar denominated loan,
originated by SVS Holland, B.V., a foreign subsidiary of Seminis. Seminis
does not have any material outstanding hedging contracts as of June 29,
2001.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in the 2000 Form 10-K have not
changed significantly through the third quarter ended June 29, 2001.




Item 4.Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on March 14,
2001. At the Annual Meeting, Adrian Rodriguez Macedo, George C. Ball, Jr.,
Frank J. Pipp, and Christopher J. Steffen were elected as directors of the
Company. Over 90% of the voting shares voted in favor of the election of the
above mentioned directors.

At the Annual Meeting, Stockholders approved an amendment of the
Certificate of Incorporation of Seminis to increase the number of shares of
Common Stock from 158,000,000 to 278,000,000, and an equivalent increase in the
number of authorized shares of Class A Common Stock from 91,000,000 to
211,000,000. This proposal received 140,397,069 votes for approval and
1,800,136 votes against approval, with 26,220 votes abstaining.

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##### Table of Contents









PART II  OTHER INFORMATION

Item 1.Legal Proceedings

The Company is involved, from time to time, as a defendant in various
lawsuits arising in the normal course of business. Seminis believes that no
current claims, individually or in the aggregate, will have a material adverse
effect on Seminis business, results of operations, or financial condition.

Since our 2000 Form 10-K filed December 29, 2000 there have been no
material changes in legal proceedings discussed in such Form 10-K.




Item 6.Exhibits and Reports on Form 8-K

The Company did not file any reports on Form 8-K for the quarter ended
June 29, 2001.

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Exhibit Index

|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Number   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)1     |  | Form of Underwriting Agreement                                                                                                                                                                                                                                                                                                                                                                                                         
|        
|        
|        
|        
|(c)2     |  | Merger Agreement by and between Seminis, Inc., an Illinois corporation and Seminis, Inc., a Delaware
corporation                                                                                                                                                                                                                                                                                                                       
|        
|        
|        
|        
|(c)3.1   |  | Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                           
|        
|        
|        
|        
|(c)3.2   |  | Certificate of Designations of Class A Mandatorily Redeemable Preferred Stock and Class B Mandatorily
Redeemable Preferred Stock of Seminis, Inc.                                                                                                                                                                                                                                                                                      
|        
|        
|        
|        
|(c)3.3   |  | Certificate of Designations of Class C Redeemable Preferred Stock of Seminis, Inc.                                                                                                                                                                                                                                                                                                                                                     
|        
|        
|        
|        
|(c)3.4   |  | By-Laws                                                                                                                                                                                                                                                                                                                                                                                                                                
|        
|        
|        
|        
|(c)4.1   |  | Form of Class A Common Stock Certificate                                                                                                                                                                                                                                                                                                                                                                                               
|        
|        
|        
|        
|(a)4.2   |  | Registration Rights Agreement by and among Seminis, Inc. and certain shareholders of Seminis, dated
October 1, 1995                                                                                                                                                                                                                                                                                                                    
|        
|        
|        
|        
|(c)5     |  | Opinion of Milbank, Tweed, Hadley & McCloy LLP                                                                                                                                                                                                                                                                                                                                                                                         
|        
|        
|        
|        
|(a)10.1  |  | Seminis, Inc. 1998 Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                   
|        
|        
|        
|        
|(b)10.2  |  | Amended and Restated Seminis, Inc. 1998 Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                              
|        
|        
|        
|        
|(a)10.3  |  | Share Subscription Agreement by and between Seminis, Inc. and Hungnong Seed Co., Ltd., dated June 12, 1998                                                                                                                                                                                                                                                                                                                             
|        
|        
|        
|        
|(c)10.4  |  | Form of New Credit Facility among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as
borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal,
individually and as Syndication Agent, and the Lenders from time to time parties thereto, as Lenders,
dated as of June 28, 1999                                                                                             
|        
|        
|        
|        
|(c)10.5  |  | Form of Letter Agreement between Savia, S.A. de C.V. and Seminis, Inc. dated as of June 21, 1999                                                                                                                                                                                                                                                                                                                                       
|        
|        
|        
|        
|(d)10.6  |  | Second Amendment and Waiver to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and the Lenders from time
to time parties thereto, as Lenders, dated as of June 29, 2000, effective March 31, 2000                     
|        
|        
|        
|        
|(d)10.7  |  | Security Agreement Re: Accounts, Inventory and General Intangibles among Seminis, Inc., Seminis Vegetable
Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and the Lenders from time
to time parties thereto, as Lenders, dated as of June 29, 2000                                                      
|        
|        
|        
|        
|(e)10.8  |  | Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and the Lenders from time
to time parties thereto, as Lenders, dated as of September 30, 2000, effective September 30, 2000               
|        
|        
|        
|        
|(d)10.9  |  | Extension of Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc.,
Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank,
individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and
the Lenders from time to time parties thereto, as Lenders, dated as of December 30, 2000, effective
December 30, 2000    
|        
|        
|        
|        
|(f)10.10 |  | Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis,
Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank,
individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and
the Lenders from time to time parties thereto, as Lenders, dated as of December 29, 2000, effective
December 29, 2000
|        
|        
|        
|        
|(g)10.11 |  | Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis,
Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank,
individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and
the Lenders from time to time parties thereto, as Lenders, dated as of April 30, 2001, effective April
30, 2001      
|        
|        
|        
|        
|(h)10.12 |  | Third Amendment and Waiver to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Saving Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as Syndication Agent, and the Lenders from time
to time parties thereto, as Lenders, dated as of May 31, 2001 effective May 31, 2001.                          
|        
|        
|        
|        
|(b)21    |  | Subsidiaries of Registrant                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|        
|        
|        
|27.1     |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                

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| | (a) |  | Incorporated by reference to Seminis Form S-1 filed on February 11,
1999.               
| | --- |  | -----------------------------------------------------------------------------------------
|
| | (b) |  | Incorporated by reference to Seminis Amendment No. 2 to Form S-1 filed
on May 27, 1999. 
|
| | (c) |  | Incorporated by reference to Seminis Amendment No. 3 to Form S-1 filed
on June 21, 1999.
|
| | (d) |  | Filed with the June 30, 2000 Form 10Q.                                                   
|
| | (e) |  | Filed with the September 30, 2000 Form 10K.                                              
|
| | (f) |  | Filed with the December 29, 2000 Form 10Q.                                               
|
| | (g) |  | Filed with the March 30, 2001 Form 10Q.                                                  
|
| | (h) |  | Filed with this Form 10Q.                                                                

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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: January 25, 2002 |  | SEMINIS, INC.                                                                                              
|                      
|                      
|                      
|                      
|                       |  |                                                                                                            
|                       |  | /s/ Eugenio Najera Solorzano                                                                               
|                       |  |                                                                                                            
|                       |  | Eugenio Najera Solorzano
President
(Principal Executive Officer)                                           
|                      
|                      
|                      
|                      
|                       |  |                                                                                                            
|                       |  | /s/ Gaspar Alvarez Martinez                                                                                
|                       |  |                                                                                                            
|                       |  | Gaspar Alvarez Martinez
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)

23