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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q



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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 28, 2002

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 July 26, 2002 the Registrant had 18,294,555 registered shares of Class A
Common Stock, $0.01 par value per share, issued and outstanding, and 45,142,508
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                           
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|Exhibit Index                 
|Signatures                    
|EXHIBIT 99.1                  
|EXHIBIT 99.1                  



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##### Table of Contents



SEMINIS, INC.

Form 10-Q
For the Quarterly Period Ended June 28, 2002

TABLE OF CONTENTS

|        |  |                                                                                                           |  |     
|------- |  | --------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                           |  | Page
|        |  |                                                                                                           |  |     
|        |  | PART I  FINANCIAL INFORMATION                                                                            |  |     
|Item 1. |  | Financial Statements                                                                                      |  |     
|        |  | Consolidated Balance Sheets as of June 28, 2002 and
September 30, 2001                                    |  | 3   
|        |  | Consolidated Statements of Operations for the Three and Nine
Months Ended June 28, 2002 and June 29, 2001 |  | 4   
|        |  | Consolidated Statement of Stockholders Equity
for the Nine Months Ended June 28, 2002                    |  | 5   
|        |  | Consolidated Statements of Cash Flows for the Nine Months
Ended June 28, 2002 and June 29, 2001           |  | 6   
|        |  | Notes to Consolidated Financial Statements                                                                |  | 7   
|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  
|        |  | PART II  OTHER INFORMATION                                                                               |  |     
|Item 1. |  | Legal Proceedings                                                                                         |  | 20  
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                          |  | 20  
|        |  | Signatures                                                                                                |  | 22  

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PART I  FINANCIAL INFORMATION




Item 1.Financial Statements




SEMINIS, INC.
Consolidated Balance Sheets
(In thousands, except per share data)

|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |               |          |         |         | 
|------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------------- | -------- | ----------- | ------- | ------------- | -------- | ------- | ------- | 
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          | As of       |         | As of        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          | June 28,    |         | September 30,
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          | 2002        |         | 2001         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          | (unaudited) |         |               |          |        
|Assets:                                                             |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|Current assets                                                      |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    | Cash and cash equivalents                 |                                                                                                                                                                                                                                                                                                | $                    | 20,825                     |          |             | $       | 22,323        |         
|                                                                    | Accounts receivable, net                  |                                                                                                                                                                                                                                                                                                |                      | 160,567                    |          |             |         | 141,691       |         
|                                                                    | Other receivable                          |                                                                                                                                                                                                                                                                                                |                      |                           |          |             |         | 20,612        |         
|                                                                    | Income tax receivable                     |                                                                                                                                                                                                                                                                                                |                      | 5,899                      |          |             |         |              |         
|                                                                    | Inventories                               |                                                                                                                                                                                                                                                                                                |                      | 268,466                    |          |             |         | 279,683       |         
|                                                                    | Prepaid expenses and other current assets |                                                                                                                                                                                                                                                                                                |                      | 4,332                      |          |             |         | 3,436         |         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                | Total current assets |                            |          | 460,089     |         |               |          | 467,745 |        
|Property, plant and equipment, net                                  |                                           |                                                                                                                                                                                                                                                                                                | 172,663              |                            |          |             | 182,261 |              
|Intangible assets, net                                              |                                           |                                                                                                                                                                                                                                                                                                | 167,117              |                            |          |             | 169,664 |              
|Other assets                                                        |                                           |                                                                                                                                                                                                                                                                                                | 15,779               |                            |          |             | 15,687  |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |               |         
|                                                                    |                                           | $                                                                                                                                                                                                                                                                                              | 815,648              |                            |          | $           | 835,357 |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|Liabilities, Mandatorily Redeemable Stock and Stockholders Equity: |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|Current liabilities                                                 |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    | Short-term borrowings                     |                                                                                                                                                                                                                                                                                                | $                    | 36,891                     |          |             | $       | 19,665        |         
|                                                                    | Current maturities of long-term debt      |                                                                                                                                                                                                                                                                                                |                      | 243,096                    |          |             |         | 67,527        |         
|                                                                    | Accounts payable                          |                                                                                                                                                                                                                                                                                                |                      | 20,164                     |          |             |         | 45,423        |         
|                                                                    | Accrued liabilities                       |                                                                                                                                                                                                                                                                                                |                      | 102,132                    |          |             |         | 89,169        |         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      | Total current liabilities  |          |             | 402,283 |               |          |         | 221,784 | 
|Long-term debt                                                      |                                           |                                                                                                                                                                                                                                                                                                | 17,756               |                            |          |             | 248,898 |              
|Deferred income taxes                                               |                                           |                                                                                                                                                                                                                                                                                                | 20,048               |                            |          |             | 15,736  |              
|Minority interest in subsidiaries                                   |                                           |                                                                                                                                                                                                                                                                                                | 1,752                |                            |          |             | 1,721   |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                | Total liabilities    |                            |          | 441,839     |         |               |          | 488,139 |        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|Commitments and contingencies                                       |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                   
|Mandatorily redeemable stock                                        |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           | Class B Redeemable Preferred Stock, $0.01 par value; 25 shares authorized as of June 28, 2002 and
September 30, 2001; 25 shares issued and outstanding as of June 28, 2002 and September 30,
2001                                                                                              |                      |                            | 29,000   |             |         |               | 27,500   |        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |               |         
|Total mandatorily redeemable stock                                  |                                           |                                                                                                                                                                                                                                                                                                | 29,000               |                            |          |             | 27,500  |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|Stockholders equity                                                |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           | Class C Preferred Stock, $0.01 par value; 14 shares authorized as of June 28, 2002 and
September 30, 2001; 12 shares issued and outstanding as of June 28, 2002 and
September 30, 2001 (Liquidation Value of $138.1 and $129.2 million at June 28, 2002 and
September 30, 2001, respectively.) |                      |                            | 1        |             |         |               | 1        |        
|                                                                    |                                           | Class A Common Stock, $0.01 par value; 211,000 shares authorized as of June 28, 2002
and September 30, 2001; 18,295 and 14,682 shares issued and outstanding as of June 28, 2002
and September 30, 2001, respectively                                                                          |                      |                            | 183      |             |         |               | 147      |        
|                                                                    |                                           | Class B Common Stock, $0.01 par value; 67,000 shares authorized as of June 28, 2002 and
September 30, 2001; 45,142 shares issued and outstanding as of June 28, 2002 and
September 30, 2001                                                                                                    |                      |                            | 452      |             |         |               | 452      |        
|                                                                    |                                           | Additional paid-in capital                                                                                                                                                                                                                                                                     |                      |                            | 768,744  |             |         |               | 764,657  |        
|                                                                    |                                           | Accumulated deficit                                                                                                                                                                                                                                                                            |                      |                            | (400,768 | )           |         |               | (397,485 | )      
|                                                                    |                                           | Accumulated other comprehensive loss                                                                                                                                                                                                                                                           |                      |                            | (23,803  | )           |         |               | (48,054  | )      
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |               |         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      | Total stockholders equity |          |             | 344,809 |               |          |         | 319,718 | 
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              
|                                                                    |                                           | $                                                                                                                                                                                                                                                                                              | 815,648              |                            |          | $           | 835,357 |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                |                      |                            |          |             |         |              

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

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SEMINIS, INC.
Consolidated Statements of Operations
(In thousands, except per share data)

|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |         |         | 
|------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------ | ------- | -------------------------- | ------ | ------------------------- | -------- | -------- | ------ | -------- | ------- | ------- | ------- | - | -------- | ------- | ------- | 
|                                                                               |                                              |                          |         | For the Three Months Ended |        | For the Nine Months Ended
|                                                                               |                                              |                          |         |                            |        |                          
|                                                                               |                                              |                          |         | June 28,                   |        | June 29,                  |          | June 28, |        | June 29,
|                                                                               |                                              |                          |         | 2002                       |        | 2001                      |          | 2002     |        | 2001    
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |         
|                                                                               |                                              |                          |         | (Unaudited)                |        | (Unaudited)              
|Net sales                                                                      |                                              | $                        | 106,564 |                            |        | $                         | 106,445  |          |        | $        | 338,952 |         |         | $ | 339,192  |        
|Cost of goods sold                                                             |                                              |                          | 41,581  |                            |        |                           | 96,207   |          |        |          | 128,325 |         |         |   | 188,528  |        
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|                                                                               | Gross profit                                 |                          |         | 64,983                     |        |                           |          | 10,238   |        |          |         | 210,627 |         |   |          | 150,664 |        
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Operating expenses                                                             |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|                                                                               | Research and development expenses            |                          |         | 10,973                     |        |                           |          | 13,258   |        |          |         | 32,483  |         |   |          | 39,890  |        
|                                                                               | Selling, general and administrative expenses |                          |         | 43,972                     |        |                           |          | 54,709   |        |          |         | 132,500 |         |   |          | 146,523 |        
|                                                                               | Amortization of intangible assets            |                          |         | 4,236                      |        |                           |          | 6,803    |        |          |         | 12,538  |         |   |          | 21,105  |        
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|                                                                               |                                              | Total operating expenses |         |                            | 59,181 |                           |          |          | 74,770 |          |         |         | 177,521 |   |          |         | 207,518 | 
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Income (loss) from operations                                                  |                                              |                          | 5,802   |                            |        |                           | (64,532  | )        |        |          | 33,106  |         |         |   | (56,854  | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Other income (expense)                                                         |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|                                                                               | Interest income                              |                          |         | 104                        |        |                           |          | 200      |        |          |         | 346     |         |   |          | 1,204   |        
|                                                                               | Interest expense                             |                          |         | (7,186                     | )      |                           |          | (11,181  | )      |          |         | (21,530 | )       |   |          | (31,801 | )      
|                                                                               | Foreign currency gain (loss)                 |                          |         | 2,838                      |        |                           |          | (1,555   | )      |          |         | (1,504  | )       |   |          | (2,110  | )      
|                                                                               | Other, net                                   |                          |         | 1,168                      |        |                           |          | (481     | )      |          |         | 6,133   |         |   |          | (319    | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|                                                                               |                                              |                          | (3,076  | )                          |        |                           | (13,017  | )        |        |          | (16,555 | )       |         |   | (33,026  | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Income (loss) before income taxes                                              |                                              |                          | 2,726   |                            |        |                           | (77,549  | )        |        |          | 16,551  |         |         |   | (89,880  | )      
|Income tax benefit (expense)                                                   |                                              |                          | 1,538   |                            |        |                           | (29,541  | )        |        |          | (5,944  | )       |         |   | (29,168  | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Net income (loss)                                                              |                                              |                          | 4,264   |                            |        |                           | (107,090 | )        |        |          | 10,607  |         |         |   | (119,048 | )      
|                                                                              
|Preferred stock dividends                                                      |                                              |                          | (3,496  | )                          |        |                           | (3,496   | )        |        |          | (10,423 | )       |         |   | (10,409  | )      
|Additional capital contribution dividends                                      |                                              |                          | (1,164  | )                          |        |                           | (1,164   | )        |        |          | (3,467  | )       |         |   | (3,163   | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Net loss available for common stockholders                                     |                                              | $                        | (396    | )                          |        | $                         | (111,750 | )        |        | $        | (3,283  | )       |         | $ | (132,620 | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        
|Net loss available for common stockholders per
common share, basic and diluted |                                              | $                        | (0.01   | )                          |        | $                         | (1.87    | )        |        | $        | (0.05   | )       |         | $ | (2.22    | )      
|                                                                               |                                              |                          |         |                            |        |                           |          |          |        |          |         |         |         |   |          |        

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

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SEMINIS, INC.
Consolidated Statement of Stockholders Equity
(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, 2001                              |                                    |  | 12              |   |              | $ | 1            |   |            |  | 14,682  |   |         | $ | 147      |   |         |  | 45,142 |   |        | $ | 452 |   |  | $ | 764,657 |   |  | $ | (397,485 | )      |  | $ | (48,054     | )      |       | $ | 319,718 |       
|                                                        
|Comprehensive income                                     |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |  |   |             |        |       |   |         |       
|                                                         | Net income (Unaudited)             |  |                 |  |              |   |              |  |            |  |         |  |         |   |          |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          | 10,607 |  |   |             |       |       |   |         | 10,607 | 
|                                                         | Translation adjustment
(Unaudited) |  |                 |  |              |   |              |  |            |  |         |  |         |   |          |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          |       |  |   |             | 24,251 |       |   |         | 24,251 | 
|                                                         |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |  |   |             |        |       |   |         |       
|                                                         |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |  |   |             |        |       |   | 34,858  |       
|Restricted share issuance
(Unaudited)                    |                                    |  |                |   |              |   |             |   |            |  | 3,611   |   |         |   | 36       |   |         |  |       |   |        |   |    |   |  |   | 4,087   |   |  |   |         |        |  |   |            |        |       |   | 4,123   |       
|                                                        
|Options exercised (Unaudited)                            |                                    |  |                |   |              |   |             |   |            |  | 2       |   |         |   |         |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   |         |        |  |   |            |        |       |   |        |       
|                                                        
|Dividends on additional
capital contribution
(Unaudited) |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   | (3,467   | )      |  |   |            |        |       |   | (3,467  | )     
|                                                        
|Dividends on Redeemable
Preferred Stock (Unaudited)      |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   | (1,500   | )      |  |   |            |        |       |   | (1,500  | )     
|                                                        
|Dividends on Class C
Preferred Stock (Unaudited)         |                                    |  |                |   |              |   |             |   |            |  |        |   |         |   |         |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   | (8,923   | )      |  |   |            |        |       |   | (8,923  | )     
|                                                         |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |  |   |             |        |       |   |         |       
|Balance, June 28, 2002
(Unaudited)                       |                                    |  | 12              |   |              | $ | 1            |   |            |  | 18,295  |   |         | $ | 183      |   |         |  | 45,142 |   |        | $ | 452 |   |  | $ | 768,744 |   |  | $ | (400,768 | )      |  | $ | (23,803     | )      |       | $ | 344,809 |       
|                                                         |                                    |  |                 |   |              |   |              |   |            |  |         |   |         |   |          |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |  |   |             |        |       |   |         |       

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

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SEMINIS, INC.
Consolidated Statements of Cash Flows
(In thousands)

|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |          |         |         |  
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------- | ------- | ------------------------- | ------- | -------- | -------- | ------- | ------- | -
|                                                             |                                                                                                    |                                                     |                                   |         | For the Nine Months Ended
|                                                             |                                                                                                    |                                                     |                                   |         |                          
|                                                             |                                                                                                    |                                                     |                                   |         | June 28,                  |         | June 29,
|                                                             |                                                                                                    |                                                     |                                   |         | 2002                      |         | 2001    
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |         
|Cash flows from operating activities:                        |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|                                                             | Net income (loss)                                                                                  |                                                     | $                                 | 10,607  |                           |         | $        | (119,048 | )      
|                                                             | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                                                     |                                   |         |                           |         |          |          |        
|                                                             |                                                                                                    | Depreciation and amortization                       |                                   |         | 23,993                    |         |          |          | 33,643  |        
|                                                             |                                                                                                    | Deferred income taxes                               |                                   |         | 3,752                     |         |          |          | 21,557  |        
|                                                             |                                                                                                    | Inventory write-down                                |                                   |         | 12,309                    |         |          |          | 69,835  |        
|                                                             |                                                                                                    | Gain on sale of non-core business                   |                                   |         | (4,018                    | )       |          |          |        |        
|                                                             |                                                                                                    | Other                                               |                                   |         | (796                      | )       |          |          | 5,525   |        
|                                                             |                                                                                                    | Changes in assets and liabilities:                  |                                   |         |                           |         |          |          |         |        
|                                                             |                                                                                                    |                                                     | Accounts receivable               |         |                           | (14,942 | )        |          |         | (1,001  | )
|                                                             |                                                                                                    |                                                     | Inventories                       |         |                           | 5,198   |          |          |         | 3,031   |  
|                                                             |                                                                                                    |                                                     | Prepaid expenses and other assets |         |                           | (3,753  | )        |          |         | 151     |  
|                                                             |                                                                                                    |                                                     | Current income taxes              |         |                           | (3,953  | )        |          |         | (19     | )
|                                                             |                                                                                                    |                                                     | Accounts payable                  |         |                           | (25,505 | )        |          |         | (32,131 | )
|                                                             |                                                                                                    |                                                     | Other liabilities                 |         |                           | (448    | )        |          |         | (11,289 | )
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |          |        
|                                                             |                                                                                                    | Net cash provided by (used in) operating activities |                                   |         | 2,444                     |         |          |          | (29,746 | )      
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|Cash flows from investing activities:                        |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|                                                             | Purchases of fixed and intangible assets                                                           |                                                     |                                   | (8,767  | )                         |         |          | (7,592   | )      
|                                                             | Proceeds from disposition of assets                                                                |                                                     |                                   | 25,758  |                           |         |          | 7,096    |        
|                                                             | Proceeds from sale of non-core business                                                            |                                                     |                                   | 17,551  |                           |         |          |         |        
|                                                             | Other                                                                                              |                                                     |                                   | (569    | )                         |         |          | (215     | )      
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |          |        
|                                                             |                                                                                                    | Net cash provided by (used in) investing activities |                                   |         | 33,973                    |         |          |          | (711    | )      
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|Cash flows from financing activities:                        |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|                                                             | Proceeds from long-term debt                                                                       |                                                     |                                   | 1,636   |                           |         |          | 1,395    |        
|                                                             | Repayment of long-term debt                                                                        |                                                     |                                   | (56,902 | )                         |         |          | (17,352  | )      
|                                                             | Net short-term borrowings                                                                          |                                                     |                                   | 14,981  |                           |         |          | 8,033    |        
|                                                             | Additional capital contribution                                                                    |                                                     |                                   |        |                           |         |          | 45,850   |        
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |          |        
|                                                             |                                                                                                    | Net cash provided by (used in) financing activities |                                   |         | (40,285                   | )       |          |          | 37,926  |        
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|Effect of exchange rate changes on cash and cash equivalents |                                                                                                    |                                                     | 2,370                             |         |                           |         | (599     | )       
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|Increase in cash and cash equivalents                        |                                                                                                    |                                                     | (1,498                            | )       |                           |         | 6,870    |         
|                                                            
|Cash and cash equivalents, beginning of period               |                                                                                                    |                                                     | 22,323                            |         |                           |         | 22,479   |         
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         
|Cash and cash equivalents, end of period                     |                                                                                                    | $                                                   | 20,825                            |         |                           | $       | 29,349   |         
|                                                             |                                                                                                    |                                                     |                                   |         |                           |         |          |         

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

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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, the Company, or we) 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 the 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 20.0% and
50.0%, 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 quarter 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 and, 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.

Supplementary Cash Flow Information

|                                    |                                                |   |                   |       |          |   |        |       | 
|----------------------------------- | ---------------------------------------------- | - | ----------------- | ----- | -------- | - | ------ | ----- | 
|                                    |                                                |   | Nine Months Ended
|                                    |                                                |   |                  
|                                    |                                                |   | June 28,          |       | June 29,
|                                    |                                                |   | 2002              |       | 2001    
|                                    |                                                |   |                   |       |         
|                                    |                                                |   | (Unaudited)      
|Cash paid for interest              |                                                | $ | 18,993            |       |          | $ | 29,747 |      
|Cash paid for income taxes          |                                                |   | 6,145             |       |          |   | 7,630  |      
|                                   
|Supplemental non-cash transactions: |                                                |   |                   |       |          |   |        |      
|                                    | Class C Preferred Stock dividends              |   |                   | 8,923 |          |   |        | 8,909 | 
|                                    | Class B Redeemable Preferred Stock dividends   |   |                   | 1,500 |          |   |        | 1,500 | 
|                                    | Additional capital contribution dividends      |   |                   | 3,467 |          |   |        | 3,163 | 
|                                    | Compensation charge for restricted stock award |   |                   | 4,359 |          |   |        | 894   | 

On July 3, 2002, we received a $5,899 cash tax refund that resulted from
the extension of the net operating loss carryback provisions as provided by the
Job Creation and Worker Assistance Act of 2002.

Effective January 2001, Class C Preferred Stock and additional capital
contribution accrue cash dividends at 10% per annum. The syndicated bank
agreement, however, precludes the payment of cash dividends.

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Net Income (Loss) per Common Share

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 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 stock 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) and sets forth the computation for basic and diluted net
income (loss) per share available for common stockholders.

|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |          |  
|--------------------------------------------------------------------- | --------------------------------------------------- | - | ------------------ | ----- | ----------------- | - | -------- | -------- | -------- | - | ------- | ------ | - | - | -------- | -------- | -
|                                                                      |                                                     |   | Three Months Ended |       | Nine Months Ended
|                                                                      |                                                     |   |                    |       |                  
|                                                                      |                                                     |   | June 28,           |       | June 29,          |   | June 28, |          | June 29,
|                                                                      |                                                     |   | 2002               |       | 2001              |   | 2002     |          | 2001    
|                                                                      |                                                     |   |                    |       |                   |   |          |          |         
|                                                                      |                                                     |   | (Unaudited)        |       | (Unaudited)      
|Numerator for basic and diluted:                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|Net income (loss)                                                     |                                                     | $ | 4,264              |       |                   | $ | (107,090 | )        |          | $ | 10,607  |        |   | $ | (119,048 | )       
|Preferred stock dividends                                             |                                                     |   | (3,496             | )     |                   |   | (3,496   | )        |          |   | (10,423 | )      |   |   | (10,409  | )       
|Additional capital contribution dividends                             |                                                     |   | (1,164             | )     |                   |   | (1,164   | )        |          |   | (3,467  | )      |   |   | (3,163   | )       
|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|                                                                      | Net income (loss) available for common stockholders |   | $                  | (396  | )                 |   | $        | (111,750 | )        |   | $       | (3,283 | ) |   | $        | (132,620 | )
|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|Denominator  shares:                                                 |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|Weighted average common shares outstanding (basic)                    |                                                     |   | 62,746             |       |                   |   | 59,824   |          |          |   | 61,619  |        |   |   | 59,824   |         
|Add: potential common shares:                                         |                                                     |   |                   |       |                   |   |         |          |          |   |        |        |   |   |         |         
|Less: antidilutive effect of potential common shares                  |                                                     |   |                   |       |                   |   |         |          |          |   |        |        |   |   |         |         
|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|Weighted average common shares outstanding (diluted)                  |                                                     |   | 62,746             |       |                   |   | 59,824   |          |          |   | 61,619  |        |   |   | 59,824   |         
|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|Net income (loss) available for common stockholders
per common share: |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         
|                                                                      | Basic and diluted                                   |   | $                  | (0.01 | )                 |   | $        | (1.87    | )        |   | $       | (0.05  | ) |   | $        | (2.22    | )
|                                                                      |                                                     |   |                    |       |                   |   |          |          |          |   |         |        |   |   |          |         

A total of
4.4 million and 1.2 million shares of stock options were excluded from
the computation of diluted earnings per share for the three and nine months
ended June 28, 2002 and the three and nine months ended June 29, 2001,
respectively, due to their antidilutive effect. Included in the
4.4 million shares of stock options for the three and nine
months ended June 28, 2002 are 2.6 million shares pending
stockholders approval.

Recent Accounting Pronouncements

SFAS No. 142, Goodwill and Other Intangible Assets was adopted by the
Company 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. The Company expects no
impairment in its goodwill and other intangible assets, and ceased the
amortization of goodwill that approximated $9.0 million per year.

In August 2001, FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121 but
retains many of its fundamental provisions. In addition, SFAS No. 144 expands
the scope of discontinued operations to include more disposal transactions. We
will adopt SFAS No. 144 as of October 1, 2002; SFAS No. 144 is not expected to
have a material effect on our consolidated financial position, results of
operations or cash flows.

In May 2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS No. 13, and Technical
Corrections. Among other things, SFAS No. 145 rescinds various pronouncements
regarding extinguishment of debt and allows extraordinary accounting treatment
for early extinguishment only when the provisions of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequent Occurring Events and Transactions are met. SFAS No. 145 provisions
regarding early extinguishment of debt are generally effective for fiscal

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years beginning after May 15, 2002. The Company believes this new standard
will not have an impact on its business, consolidated financial position,
results of operations or cash flow.

In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS
No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force
Issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred
in a Restructuring.)

SFAS No. 146 requires that the liability for costs associated with an exit
or disposal activity be initially measured at fair market value and recognized
when the liability is incurred. In periods subsequent to initial measurement,
changes to the liability are measured using the credit-adjusted risk-free rate
that was used in the initial measurement of the liability recorded. The
cumulative effect of a change resulting from revisions either to the timing or
the amount of estimated cash flow is recognized as an adjustment to the
liability in the period of the change and charged to the same line items in the
statement of operations used when the related costs were initially recognized.
Under EITF No. 94-3, a liability for an exit cost was recognized at the date of
the Companys commitment to an exit plan.

The provisions of SFAS No. 146 are required to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. The Company
believes SFAS No. 146 may affect the timing of recognizing future restructuring
costs, as well as the amounts recognized, depending on the nature of the exit
or disposal activity and the timing of the related estimated cash flows.

NOTE 2  Liquidity

As of September 30, 2000, we were not in compliance with certain covenants
of our syndicated credit facility, which gave the lenders the right to
accelerate payment of all amounts outstanding under the facility. In December
2000, the lenders granted a waiver with respect to these covenants as of
September 30, 2000, December 29, 2000, and March 31, 2001 that extended through
April 30, 2001, at which time any defaults would once again arise. As we did
not expect to be in compliance with our covenants once the waiver expired, all
outstanding borrowings under the credit facility were classified as a current
liability as of September 30, 2000.

In connection with granting the waivers, the lenders agreed to reschedule
principal payments within fiscal year 2001. The lenders also accelerated the
final maturity of the term loan and the termination date for the revolving
credit commitments to June 30, 2002 from June 30, 2004. We were obligated to
deliver a financial plan through September 30, 2002, which detailed cash flow
projections on a monthly basis as well as proposed alternatives for the
refinancing of the syndicated credit facility or recapitalization of the
Company.

In April 2001, we submitted a financial plan to our lenders, detailing
operating initiatives that reduced 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, our lenders agreed with the financial plan and the terms
to restructure our $310.0 million credit facility. Upon receipt of the amended
credit agreement, long-term portions of borrowings were reclassified from
current liabilities to long-term debt. Among other things, the amendment
extended the final maturity of the credit facility from the previously agreed
on date of June 30, 2002 to December 31, 2002, revised principal payment dates
under the term loan, instituted a new grid pricing formula to determine
interest on borrowings, and revised covenant obligations. Additionally, the
amendment requires us to submit monthly reports comparing actual cash flows to
projections as well as describing the progress and status of any asset sales.

Interim principal obligations under the amendment included $19.0 million,
$4.0 million, $31.0 million, and $9.0 million due in the first, second, third,
and fourth quarters of fiscal year 2002, respectively. As all remaining amounts
under the credit facility are due within one year, the $238.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of June 28, 2002.

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We met all required principal and interest payments during fiscal year
2001 and for the nine months ended June 28, 2002, and were in compliance with
all of our financial covenants under the amended credit agreement at September
30, 2001, December 28, 2001, March 29, 2002 and June 28, 2002. In October
2001, we completed the sale of an office building in Seoul, South Korea, which
generated net proceeds of approximately $20.0 million. We used $19.5 million of
the proceeds to pay the scheduled $19.0 million of our syndicated debt in
October 2001. We also sold one of our non-core businesses in January 2002,
which generated additional proceeds of approximately $17.6 million. We used
$13.0 million of the proceeds to prepay our syndicated debt in January 2002 and
utilized our operating cash flow to pay the remaining $18.0 million in June
2002. A total of $20.0 million in principal payment was made to the syndicated
credit facility in the current quarter. When combined with cash flows expected
to be generated from on-going operations and additional proceeds from the sale
of non-core assets, we will be able to meet all obligations and covenants under
the credit facility through September 30, 2002. We believe we can continue to
improve our operating cash flows through aggressive cash collection efforts,
disciplined inventory purchases, and lower operating expenses following the
global restructuring and optimization plan.

Whereas we expect to meet our obligations as well as covenant requirements
under the amended credit facility through September 30, 2002, we must
successfully execute a refinancing or recapitalization plan prior to December
31, 2002 in order to meet the final maturity of the facility. Based on current
projections, we will be obligated to pay $229.7 million during the first
quarter of fiscal year 2003. We are currently pursuing a refinancing and
recapitalization plan which may include negotiation of a new credit facility,
placement of new debt securities, and restructuring of our Class C Preferred
Stock and additional capital contributions. The Company entered into
an exchange agreement with its majority shareholder, Savia S.A. de
C.V. as of July 1, 2002 to exchange all of its outstanding
Seminis Class C Preferred Stock (including accrued PIK
dividends) having a principal value of $120.2 million, Additional
Paid-In Capital (including accrued PIK dividends) of $46.7 million
and accrued and unpaid cash dividends of $10.0 million into 37.7
million shares of Seminis Class A common stock. The remaining
accrued and unpaid cash dividends on the Class C Preferred
Stock of $15.0 million will remain due and payable and will be paid
in cash by the Company in accordance with the terms of the exchange
agreement. On July 3, 2002, the Company received an opinion from
UBS Warburg that, as of such date, the number of shares of
Class A common stock to be received by Savia in the exchange was
fair from a financial point of view to the holders of the
Companys Class A common stock and Class B common
stock (in each case other than Savia and its affiliates and other
than holders of the Companys Class B common stock that also
hold shares of the Companys Class B Redeemable preferred
stock). The exchange agreement was approved by the Companys
Board of Directors on July 3, 2002, but remains subject to
stockholders approval. A copy of the opinion of UBS Warburg and
a copy of the exchange agreement have been filed as exhibits to the
Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 9, 2002. However, there can be no
assurances that we will be able to successfully complete the refinancing and
recapitalization plan. Failure to comply with existing covenants which would
make the syndicated debt callable, or our inability to obtain adequate
financing with reasonable terms prior to December 31, 2002 could have a
material adverse impact on our business, results of operations, or financial
condition.

NOTE 3  Global Restructuring and Optimization Plan

In February 2000, we announced a 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, and focused on North American operations, was completed by the end of
fiscal year 2001. In June 2001, we commenced the second phase, which was
targeted at our global operations and expanded the phase to cover additional
headcount reductions and to consolidate our facilities in Holland. We expect
the second phase to be completed by the end of our current fiscal year. The
key elements to the global restructuring and optimization plan involve:



| |  |  | reorganizing our ten legacy seed companies into four geographical regions;              
| | - |  | ----------------------------------------------------------------------------------------
|
| |  |  | selling or consolidating certain operation and production facilities;                   
|
| |  |  | reducing headcount that results from the reorganization and from facility consolidation;
|
| |  |  | rationalizing our product portfolio;                                                    
|
| |  |  | implementing an advanced logistics management information system; and                   
|
| |  |  | divesting non-strategic assets.                                                         

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In connection with phase one of the global restructuring and optimization
plan, we 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 our 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 charges 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 our global
optimization plan, we recorded a pre-tax charge of $12.0 million in selling,
general and administrative expenses in the third quarter of fiscal year 2001.
This charge primarily related to severance and related costs resulting from an
additional planned 250-employee reduction worldwide in both operational and
administrative groups. Primarily as a result of the global restructuring and
optimization plan, we severed 144 and 758 employees in 2000 and 2001,
respectively, and an additional 272 employees in the first nine months of
fiscal year 2002. We also recorded non-cash inventory write-downs of $58.2
million in cost of goods sold in order to comply with more stringent seed
quality standards and to further rationalize our product portfolio from 6,000
to 4,000 varieties. We believe we have established adequate reserves for all
of the remaining costs and expenses related to our global restructuring and
optimization plan.

The remaining components of the restructuring accruals are as follows:

|                               |  |            |        |            |  |             |   |               |  |             |       |  |  |   |       | 
|------------------------------ |  | ---------- | ------ | ---------- |  | ----------- | - | ------------- |  | ----------- | ----- |  |  | - | ----- | 
|                               |  | Balance at |        |            |  |             |   |               |  |             |       |  |  |  
|                               |  | Sept. 30,  |        | Additional |  | Amounts     |   | Balance at   
|                               |  | 2001       |        | Charges    |  | Incurred    |   | June 28, 2002
|                               |  |            |        |            |  |             |   |              
|                               |  |            |        |            |  | (Unaudited) |   | (Unaudited)   |  | (Unaudited)
|Severance and related expenses |  | $          | 11,936 |            |  | $           |  |               |  | $           | 7,288 |  |  | $ | 4,648 | 

To date, there have been no material adjustments to amounts accrued under
the plan.

NOTE 4  Inventories

Inventories consist of the following:

|                               |  |             |         |               |  |   |         | 
|------------------------------ |  | ----------- | ------- | ------------- |  | - | ------- | 
|                               |  | June 28,    |         | September 30,
|                               |  | 2002        |         | 2001         
|                               |  |             |         |              
|                               |  | (Unaudited) |         |               |  |  
|Seed                           |  | $           | 226,873 |               |  | $ | 246,250 | 
|Unharvested crop growing costs |  |             | 34,395  |               |  |   | 25,857  | 
|Supplies                       |  |             | 7,198   |               |  |   | 7,576   | 
|                               |  |             |         |               |  |   |         | 
|                               |  | $           | 268,466 |               |  | $ | 279,683 | 
|                               |  |             |         |               |  |   |         | 

NOTE 5  Seminis, Inc. Stock Award Plan

During the quarter ended June 29, 2001, we adopted a stock award plan that
is subject to stockholder approval. Certain key executives are awarded shares
that vest if certain quarterly performance criteria are achieved over an
18-month period. Upon meeting each quarterly goal, the shares awarded become
vested. The number of shares of Class A Common Stock eligible to be awarded
under this plan is 4.8 million shares. During the first, second and third
quarters of fiscal year 2002, we met our performance goals, which resulted in
quarterly compensation charges of approximately $1.3 million per quarter for
the first and second quarters, and approximately $2.9 million in the third
quarter, recorded in selling, general and administrative expenses. As the
quarterly goals related to the stock award plan were met in each of the last
five quarters, 0.8 million, 0.7 million, 0.7 million, 0.7 million and 0.7
million shares were earned in the third and fourth quarters of fiscal year
2001, and the first, second and third quarters of fiscal year 2002,
respectively.

On December 19, 2001, we received confirmation from NASDAQ that the
Company could implement the stock award plan in accordance with NASDAQ rules
provided that the stock awards will be forfeited back to the Company if
stockholder approval is not obtained. As such, the earned share amounts have
been shown as issued shares of Class A Common Stock during the first, second
and third quarter of fiscal year 2002. The Company believes that at its
stockholders meeting to be held in 2002, its stockholders will approve the
stock award plan.

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NOTE 6  Contingencies

In January 2002, melon growers in Costa Rica notified us that our Dorado
melon seeds were infected with Watermelon Fruit Blotch. Growers who purchased
the infected Seminis seeds and growers whose crops were infected by the
bacteria that spread from crops grown with the infected Seminis seeds have
claimed damages against us. The claims related to those growers who purchased
Seminis seeds have been settled for approximately $5.8 million, of which,
approximately $2.6 million was recovered under our errors and omissions
insurance policy and the remainder of the settlement was paid by the Company by
July 2002. The claims related to the growers with the infected crops total
approximately $5.2 million and we believe these claims are covered under our
general liability insurance policy. We have tentatively settled all of these
claims and we have advanced approximately $2.1 million to the growers; however,
we are unable to finalize the settlement because our general liability
insurance carrier has tentatively denied coverage. We are continuing to
negotiate with our general liability insurance carrier on this matter. In the
event we cannot finalize the settlement, claims could increase above $5.2
million.

NOTE 7  Subsequent Event

The Company entered into
an exchange agreement with its majority shareholder, Savia S.A. de
C.V. as of July 1, 2002 to exchange all of its outstanding
Seminis Class C Preferred Stock (including accrued PIK
dividends) having a principal value of $120.2 million, Additional
Paid-In Capital (including accrued PIK dividends) of $46.7 million
and accrued and unpaid cash dividends of $10.0 million into 37.7
million shares of Seminis Class A common stock. The remaining
accrued and unpaid cash dividends on the Class C Preferred
Stock of $15.0 million will remain due and payable and will be paid
in cash by the Company in accordance with the terms of the exchange
agreement. On July 3, 2002, the Company received an opinion from
UBS Warburg that, as of such date, the number of shares of
Class A common stock to be received by Savia in the exchange was
fair from a financial point of view to the holders of the
Companys Class A common stock and Class B common
stock (in each case other than Savia and its affiliates and other
than holders of the Companys Class B common stock that also
hold shares of the Companys Class B Redeemable preferred
stock). The exchange agreement was approved by the Companys
Board of Directors on July 3, 2002, but remains subject to
stockholders approval. A copy of the opinion of UBS Warburg and
a copy of the exchange agreement have been filed as exhibits to the
Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 9, 2002.

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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 4,000
distinct varieties of vegetable and fruit seeds. Seminis has established a
worldwide presence and global distribution network that spans 150 countries
with over 50 research and development facilities in 17 countries and production
sites in over 25 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 ten acquisitions since its formation in 1994 and
has incurred significant expenses related to the development of its
infrastructure, including its human resource capability, information systems,
brand marketing teams and its research and development capability. 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 year to year has also been affected by expenses associated with
the global restructuring and optimization plan, the impact of acquisition
accounting under purchase accounting principles, interest expense attributable
to acquisition financing and exposure to foreign currency fluctuations.

Results of Operations

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

|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   
|-------------------------------------------- |  | ------------------ | ----- | ----------------- |  | -------- | ------ | -------- |  |  | ----- | - |  |  | ----- | --
|                                             |  | Three Months Ended |       | Nine Months Ended
|                                             |  |                    |       |                  
|                                             |  | June 28,           |       | June 29,          |  | June 28, |        | June 29,
|                                             |  | 2002               |       | 2001              |  | 2002     |        | 2001    
|                                             |  |                    |       |                   |  |          |        |         
|                                             |  | (Unaudited)        |       | (Unaudited)      
|Net sales                                    |  |                    | 100.0 | %                 |  |          | 100.0  | %        |  |  | 100.0 | % |  |  | 100.0 | % 
|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   
|Gross profit                                 |  |                    | 61.0  |                   |  |          | 9.6    |          |  |  | 62.1  |   |  |  | 44.4  |   
|Research and development expenses            |  |                    | 10.3  |                   |  |          | 12.4   |          |  |  | 9.5   |   |  |  | 11.8  |   
|Selling, general and administrative expenses |  |                    | 41.3  |                   |  |          | 51.4   |          |  |  | 39.1  |   |  |  | 43.2  |   
|Amortization of intangible assets            |  |                    | 4.0   |                   |  |          | 6.4    |          |  |  | 3.7   |   |  |  | 6.2   |   
|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   
|Income (loss) from operations                |  |                    | 5.4   |                   |  |          | (60.6  | )        |  |  | 9.8   |   |  |  | (16.8 | ) 
|Interest expense, net                        |  |                    | (6.6  | )                 |  |          | (10.3  | )        |  |  | (6.2  | ) |  |  | (9.0  | ) 
|Other non-operating income (expense), net    |  |                    | 3.8   |                   |  |          | (1.9   | )        |  |  | 1.3   |   |  |  | (0.7  | ) 
|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   
|Income (loss) before income taxes            |  |                    | 2.6   |                   |  |          | (72.8  | )        |  |  | 4.9   |   |  |  | (26.5 | ) 
|Income tax benefit (expense)                 |  |                    | 1.4   |                   |  |          | (27.8  | )        |  |  | (1.8  | ) |  |  | (8.6  | ) 
|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   
|Net income (loss)                            |  |                    | 4.0   | %                 |  |          | (100.6 | )%       |  |  | 3.1   | % |  |  | (35.1 | )%
|                                             |  |                    |       |                   |  |          |        |          |  |  |       |   |  |  |       |   

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Nine Months Ended June 28, 2002 Compared with Nine Months Ended June 29, 2001

Net Sales

Net sales decreased 0.1% to $339.0 million for the nine months ended June
28, 2002 from $339.2 million for the same period ended June 29, 2001. The
result was primarily due to $3.1 million of negative currency fluctuations
relating to weakness in the Euro, South Korean Won, and Brazilian Real versus
the United States Dollar during the nine months ended June 28, 2002, compared
to the same period in the prior fiscal year. In addition, the nine months
ended June 29, 2001 included incremental net sales of $9.2 million from a
non-core business divested in January 2002. In constant dollars, stated at
monthly average exchange rates for fiscal year 2001, and excluding the sales of
the divested non-core business, sales would have increased 3.2%. This increase
was primarily attributable to higher sales of onion, cucumber, tomato, white
cabbage, peas and bean varieties in the Europe, Middle East, and Africa region.
Also, the North and Central America sales region benefited from increased
sales of lettuce, spinach and sweet and hot pepper varieties. The sales
increases were primarily attributed to price increases implemented in these
respective regions. Overall sales increases were partially offset by decreases
in Far East region sales due to weak economic and poor weather conditions and
in South American sales due to the economic instability in Argentina. Our
business is subject to seasonal fluctuations and, therefore, the sales for the
first nine months 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 increased 39.8% to $210.6 million for the nine months ended
June 28, 2002 from $150.7 million for the nine months ended June 29, 2001.
Gross margin increased to 62.1% for the nine months ended June 28, 2002 from
44.4% for the nine months ended June 29, 2001. The improvement in both gross
profit and gross margin included a non-cash inventory write-down of $58.2
million taken during the nine months of fiscal year 2001, related to the global
restructuring and optimization plan. Excluding the non-cash inventory
write-down, gross margin for the period ended June 29, 2001 would have been 61.6%.
The increase was also due to seed price increases within the Europe, Middle
East, and Africa and the North and Central America sales regions as well as an
improved product mix. Additionally, approximately $2.4 million of freight and
handling charge revenue was recognized in net sales during the nine months
ended June 28, 2002 in compliance with EITF 00-10, Accounting for Shipping and
Handling Fees and Costs, with the corresponding expense recorded in selling,
general and administrative expenses. In the prior year, such freight and
handling charge revenue was netted against the corresponding selling, general
and administrative expenses.

Research and Development Expenses

Research and development expenses decreased 18.6% to $32.5 million for the
nine months ended June 28, 2002 from $39.9 million for the nine months ended
June 29, 2001. The decrease was primarily due to personnel reductions from the
global restructuring and optimization plan and currency fluctuations from
research and development operations in Europe, South Korea and Brazil for the
first nine months of fiscal year 2002. The decrease was also attributable to
an approximate $0.8 million research grant received in Europe which offset
research and development expenses during the nine months ended June 28, 2002.
In addition, expenses decreased by approximately $0.9 million due to the impact
of the divestiture of a non-core business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 9.6% to $132.5
million for the nine months ended June 28, 2002 from $146.5 million for the
nine months ended June 29, 2001. The decrease was primarily the result of
approximately $12.0 million of severance provision, $3.0 million of facility
moving costs and $3.8 million of consulting fees due to restructuring
initiatives incurred in the first nine months of fiscal year 2001 compared to
$0.8 million of consulting fees for restructuring during the same period in
fiscal year 2002. Additionally, the decrease was attributable to the
elimination of $6.0 million of expenses incurred in the second and third
quarters of fiscal year 2001, by a non-core business divested in January 2002,
combined with the impact of further headcount reductions following the
implementation of the global restructuring and optimization plan. The decrease
in expenses was partially offset by a primarily non-cash compensation charge of
$5.5 million related to an employee stock award plan recorded during the nine
months ended June 28, 2002, with $1.3 million recorded during the same period
in the prior fiscal year. Additionally, the decrease in expenses was offset
by approximately

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$2.4 million of freight and handling charge revenue that was recognized in
net sales during the nine months ended June 28, 2002. In the prior year, such
freight and handling charge revenue was netted against the corresponding
selling, general and administrative expenses.

Amortization of Intangible Assets

Amortization of intangible assets decreased 40.6% to $12.5 million for the
nine months ended June 28, 2002 from $21.1 million for the nine months ended
June 29, 2001. The decrease was primarily due to the adoption of SFAS No. 142,
Goodwill and Other Intangible Assets. The pronouncement requires that
periodic amortization of goodwill be ceased, and that annual reviews of the net
realizable value of the goodwill need to be performed to determine if an
impairment of the goodwill asset value exists. We expect no impairment in
goodwill and other intangible assets. Therefore, we recorded no goodwill
amortization in accordance with SFAS No. 142 in the first nine months of fiscal
year 2002, whereas approximately $6.8 million of goodwill amortization was
recorded during the same period of fiscal year 2001. The balance of the
decrease was also due to the currency impact from the fluctuation of the South
Korean Won on South Korean based intangible assets in the first part of the
current fiscal year.

Interest Expense, Net

Interest expense, net, decreased 30.8% to $21.2 million for the nine
months ended June 28, 2002 from $30.6 million for the nine months ended June
29, 2001. The decrease was primarily due to lower average debt balances and
interest rates during the first nine months of fiscal year 2002 compared to the
same period of the prior fiscal year. During the 12 months ended June 28,
2002, our bank debt balance decreased by approximately $62.1 million.

Other Non-Operating Income (Expense), Net

We had other non-operating income, including foreign currency gain (loss),
net, of $4.6 million for the nine months ended June 28, 2002 as compared to
other non-operating expense, net, of $2.4 million for the nine months ended
June 29, 2001. Other non-operating income, net, for the nine months ended June
28, 2002 primarily consists of an approximate $4.0 million gain from the sale
of a non-core business in January 2002, offset by foreign currency losses of
$1.5 million resulting from currency fluctuations in South America and a United
States Dollar denominated loan in The Netherlands. Other income, net, also
includes gains from non-strategic asset sales in South Korea. Other
non-operating expense, net, for the nine months ended June 29, 2001, included a
foreign currency loss of $2.1 million and other expense of $0.3 million
primarily resulting from the loss on sale of fixed assets.

Income Tax Benefit (Expense)

Income tax expense was $5.9 million and $29.2 million for the nine months
ended June 28, 2002 and June 29, 2001, respectively. The decrease in income
tax expense was the result of utilization of net operating loss carryback
provisions, the mix of worldwide income tax rates and the establishment of
valuation allowances for certain deferred tax assets in fiscal year 2001.

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Three Months Ended June 28, 2002 Compared with Three Months Ended June 29, 2001

Net Sales

Net sales increased 0.1% to $106.6 million for the three months ended June
28, 2002 from $106.4 million for the same period ended June 29, 2001. The
increase in sales was partially due to $1.8 million of positive currency
fluctuations relating to the strengthening of the Euro and South Korean Won,
versus the United States Dollar during the three months ended June 28, 2002,
compared to the same period in the prior fiscal year. Partially offsetting the
increase in sales, the three months ended June 29, 2001 included net sales of
$2.9 million from a non-core business divested in January 2002. In constant
United States Dollars, stated at monthly average exchange rates for fiscal year
2001, and excluding the sales of the divested non-core business, sales would
have increased 1.4%. This increase was primarily attributable to higher sales
of onion, cucumber, tomato, white cabbage, peas and bean varieties in the
Europe, Middle East, and Africa region. The sales increases were primarily
attributed to price increases implemented in these respective regions. Third
quarter sales in the Far East region also compared favorably to the prior year,
due to increased demand conditions in South Korea. Overall sales increases were
partially offset by decreases in the North and Central America regions due to
seasonal demand changes and in South American sales primarily due to the
economic instability in Argentina. Our business is subject to seasonal
fluctuations and, 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 increased 534.7% to $65.0 million for the three months ended
June 28, 2002 from $10.2 million for the three months ended June 29, 2001.
Gross margin increased to 61.0% for the three months ended March 29, 2002 from
9.6% for the three months ended June 29, 2001. The improvement in both gross
profit and gross margin included a non-cash inventory write-down of $53.8
million taken in the third quarter of fiscal year 2001, which was part of
approximately $58.2 million of inventory write-down charges related to the
global restructuring and optimization plan recorded in fiscal year 2001.
Excluding the non-cash inventory write-down, gross margin for the three months
ended June 29, 2001 would have been 60.2%. The increase was also partly due to
seed price increases within the Europe, Middle East, and Africa and the North
and Central America sales regions as well as an improved product mix.
Additionally, approximately $0.9 million of freight and handling charge revenue
was recognized in net sales during the three months ended June 28, 2002 in
compliance with EITF 00-10, Accounting for Shipping and Handling Fees and
Costs, with the corresponding expense recorded in selling, general and
administrative expenses. In the prior year, such freight and handling charge
revenue was netted against the corresponding selling, general and
administrative expenses.

Research and Development Expenses

Research and development expenses decreased 17.2% to $11.0 million for the
three months ended June 28, 2002 from $13.3 million for the three months ended
June 29, 2001. The decrease was primarily due to personnel reductions from the
global restructuring and optimization plan. In addition, expenses decreased by
approximately $0.5 million due to the impact of the divestiture of a non-core
business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 19.6% to $44.0
million for the three months ended June 28, 2002 from $54.7 million for the
three months ended June 29, 2001. The decrease was primarily the result of
approximately $0.5 million of facility moving costs, $1.3 million of consulting
fees and $12.0 million of severance provisions due to restructuring initiatives
incurred in the third quarter of fiscal year 2001 compared to no corresponding
expense during the same period in fiscal year 2002. Additionally, the decrease
was attributable to the elimination of $2.9 million of expenses incurred in the
third quarter of fiscal year 2001, by a non-core business divested in January
2002, combined with the impact of further headcount reductions following the
implementation of the global restructuring and optimization plan. The decrease
in expenses was partially offset by a compensation charge of $2.9 million
related to an employee stock award plan recorded during the third quarter of
fiscal year 2002, compared to $1.3 million during the same period in the prior
fiscal year. Additionally, the decrease in expenses was offset by approximately
$0.9 million of freight and handling charge revenue that was recognized in net
sales during the three months ended June 28, 2002. In the prior year, such
freight and handling charge revenue was netted against the corresponding
selling, general and administrative expenses.

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Amortization of Intangible Assets

Amortization of intangible assets decreased 37.7% to $4.2 million for the
three months ended June 28, 2002 from $6.8 million for the three months ended
June 29, 2001. The decrease was primarily due to our adoption of SFAS No. 142,
Goodwill and Other Intangible Assets. The pronouncement requires that
periodic amortization of goodwill be ceased, and that annual reviews of the net
realizable value of the goodwill need to be performed to determine if an
impairment of the goodwill asset value exists. We expect no impairment in
goodwill and other intangible assets. Therefore, we recorded no goodwill
amortization in accordance with SFAS No. 142 in the third quarter of fiscal
year 2002, whereas approximately $2.2 million of goodwill amortization was
recorded during the third quarter of fiscal year 2001.

Interest Expense, Net

Interest expense, net, decreased 35.5% to $7.1 million for the three
months ended June 28, 2002 from $11.0 million for the three months ended June
29, 2001. The decrease was primarily due to lower average debt balances and
interest rates during the second quarter of fiscal year 2002 compared to the
same period of the prior fiscal year.

Other Non-Operating Income (Expense), Net

Seminis had other non-operating income, including foreign currency gain
(loss), net, of $4.0 million for the three months ended June 28, 2002 as
compared to other non-operating expense, net, of $2.0 million for the three
months ended June 29, 2001. Other non-operating income, net, for the three
months ended June 28, 2002 primarily consists of approximately $1.2 million
gain from the sale of non-core assets and foreign currency gain of $2.8 million
primarily resulting from fluctuation of a strengthened Euro associated with a
United States Dollar denominated loan in The Netherlands. Other non-operating
expense, net, for the three months ended June 29, 2001, included a foreign
currency loss of $1.6 million primarily attributable to a United States Dollar
denominated loan in The Netherlands and other expense of $0.5 million relating
to the loss from sale of non-strategic assets.

Income Tax Benefit (Expense)

Income tax benefit was $1.5 million for the three months ended June 28,
2002, compared to $29.5 million income tax expense for the three months ended
June 29, 2001. The change in the income tax benefit was the result of net
operating loss carryback provisions, the mix of worldwide income tax rates and
the establishment of valuation allowances for certain deferred tax assets in
fiscal year 2001.

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. We recorded 33.7% of our fiscal
year 2001 net sales during our second fiscal quarter. We have historically
operated at a loss during the first and third fiscal quarters due to lower
sales during such quarters. Our results in any particular quarter should not
be considered indicative of those to be expected for a full year.

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Liquidity and Capital Resources

As of September 30, 2000, we were not in compliance with certain covenants
of our syndicated credit facility, which gave the lenders the right to
accelerate payment of all amounts outstanding under the facility. In December
2000, the lenders granted a waiver with respect to these covenants as of
September 30, 2000, December 29, 2000, and March 31, 2001 that extended through
April 30, 2001, at which time any defaults would once again arise. As we did
not expect to be in compliance with our covenants once the waiver expired, all
outstanding borrowings under the credit facility were classified as a current
liability as of September 30, 2000.

In connection with granting the waivers, the lenders agreed to reschedule
principal payments within fiscal year 2001. The lenders also accelerated the
final maturity of the term loan and the termination date for the revolving
credit commitments to June 30, 2002 from June 30, 2004. We were obligated to
deliver a financial plan through September 30, 2002, which detailed cash flow
projections on a monthly basis as well as proposed alternatives for the
refinancing of the syndicated credit facility or recapitalization of the
Company.

In April 2001, we submitted a financial plan to our lenders, detailing
operating initiatives that reduced 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, our lenders agreed with the financial plan and the terms
to restructure our $310.0 million credit facility. Upon receipt of the amended
credit agreement, long-term portions of borrowings were reclassified from
current liabilities to long-term debt. Among other things, the amendment
extended the final maturity of the credit facility from the previously agreed
on date of June 30, 2002 to December 31, 2002, revised principal payment dates
under the term loan, instituted a new grid pricing formula to determine
interest on borrowings, and revised covenant obligations. Additionally, the
amendment requires us to submit monthly reports comparing actual cash flows to
projections as well as describing the progress and status of any asset sales.

Interim principal obligations under the amendment included $19.0 million,
$4.0 million, $31.0 million, and $9.0 million due in the first, second, third,
and fourth quarters of fiscal year 2002, respectively. As all remaining amounts
under the credit facility are due within one year, the $238.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of June 28, 2002.

We met all required principal and interest payments during fiscal year
2001 and for the nine months ended June 28, 2002, and were in compliance with
all of our financial covenants under the amended credit agreement at September
30, 2001, December 28, 2001, March 29, 2002 and June 28, 2002. In October
2001, we completed the sale of an office building in Seoul, South Korea, which
generated net proceeds of approximately $20.0 million. We used $19.5 million of
the proceeds to pay the scheduled $19.0 million of our syndicated debt in
October 2001. We also sold one of our non-core businesses in January 2002,
which generated additional proceeds of approximately $17.6 million. We used
$13.0 million of the proceeds to prepay our syndicated debt in January 2002 and
utilized our operating cash flow to pay the remaining $18.0 million in June
2002. A total of $20.0 million of principal payment was made to the syndicated
credit facility in the current quarter. When combined with cash flows expected
to be generated from on-going operations and additional proceeds from the sale
of non-core assets, we will be able to meet all obligations and covenants under
the credit facility through September 30, 2002. We believe we can continue to
improve our operating cash flows through aggressive cash collection efforts,
disciplined inventory purchases, and lower operating expenses following the
global restructuring and optimization plan.

Whereas we expect to meet our obligations as well as covenant requirements
under the amended credit facility through September 30, 2002, we must
successfully execute a refinancing or recapitalization plan prior to December
31, 2002 in order to meet the final maturity of the facility. Based on current
projections, we will be obligated to pay $229.7 million during the first
quarter of fiscal year 2003. We are currently pursuing a refinancing and
recapitalization plan which may include negotiation of a new credit facility,
placement of new debt securities, and restructuring of our Class C Preferred
Stock and additional capital contributions. The Company entered into
an exchange agreement with its majority shareholder, Savia S.A. de
C.V. as of July 1, 2002 to exchange all of its outstanding
Seminis Class C Preferred Stock (including accrued PIK
dividends) having a principal value of $120.2 million, Additional
Paid-In Capital (including accrued PIK dividends) of $46.7 million
and accrued and unpaid cash dividends of $10.0 million into 37.7
million shares of Seminis Class A common stock. The remaining
accrued and unpaid cash dividends on the Class C Preferred
Stock of $15.0 million will remain due and payable and will be paid
in cash by the Company in accordance with the terms of the exchange
agreement. On July 3, 2002, the Company received an opinion from
UBS Warburg that, as of such date, the number of shares of
Class A common stock to be received by Savia in the exchange was
fair from a financial point of view to the holders of the
Companys Class A common stock and Class B common
stock (in each case other than Savia and its affiliates and other
than holders of the Companys Class B common stock that also
hold shares of the Companys Class B Redeemable preferred
stock). The exchange agreement was approved by the Companys
Board of Directors on July 3, 2002, but remains subject to
stockholders approval. A copy of the opinion of UBS Warburg and
a copy of the exchange agreement have been filed as exhibits to the
Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 9, 2002.

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However, there can be no assurances
that we will be able to successfully complete the refinancing and
recapitalization plan. Failure to comply with existing covenants which would
make the syndicated debt callable, or our inability to obtain adequate
financing with reasonable terms prior to December 31, 2002 could have a
material adverse impact on our business, results of operations, or financial
condition.

As a result of the global restructuring and optimization plan we have made
significant strides in the enhancement of our cash flow. During the nine months
ended June 28, 2002, we generated $2.4 million of positive operating cash flow,
which was an increase of $32.2 million compared to the same period in fiscal
year 2001. This improvement in cash flow was primarily due to positive impacts
of a decrease in operating expenses through a reduction in global headcount and
an overall reduction in working capital arising from improved production
planning over our inventory levels.

Capital expenditures increased to $8.8 million for the nine months ended
June 28, 2002, from $7.6 million for the same period in the prior fiscal year.
The increase was partly due to $4.5 million investment that primarily related
to a production facility, which is being utilized to consolidate our South
Korean operations and to enhance our growth strategy in the Far East market.
Additionally, $1.2 million of capital expenditure was attributable to the
expansion of our Hungarian facility in order to consolidate large seed
operations in Europe. Other investing activities for the nine months ended June
28, 2002 included approximately $25.8 million in proceeds from the sale of
assets, primarily relating to the sale of an office building in Seoul, South
Korea, and $17.6 million from the sale of a non-core business.

We had $4.0 million of accrued dividends relating to Class B Mandatorily
Redeemable Preferred Stock at June 28, 2002. These accrued dividends are
classified within mandatorily redeemable stock.

Our total indebtedness as of June 28, 2002 was $297.7 million, of which
$238.7 million were borrowings under our syndicated credit facility and we had
$15.4 million, $3.7 million, $8.9 million, $7.0 million, and $19.5 million of
borrowings by our United States, Chilean, Italian, Spanish, and South Korean
subsidiaries, respectively, and $4.5 million of borrowings primarily by other
foreign subsidiaries.

Our exposure to foreign currency fluctuations is primarily due to foreign
currency gains or losses that occur from intercompany loans between us and our
foreign subsidiaries and from the United States Dollar denominated loan,
originated by SVS Holland, B.V., a foreign subsidiary. We do not have any
material outstanding hedging contracts as of June 28, 2002.




Item 3.Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in the 2001 Form 10-K have not
changed significantly through the third quarter ended June 28, 2002.

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PART II  OTHER INFORMATION




Item 1.Legal Proceedings

We are involved, from time to time, as a defendant in various lawsuits
arising in the normal course of business. We believe that no current claims,
individually or in the aggregate, will have a material adverse effect on our
business, results of operations, or financial condition.

As part of the formation of LSL PlantScience, LSL Biotechnologies
contributed certain agreements between LSL Biotechnologies and a third party.
These agreements contain provisions that permanently restrict the third party
from engaging in the development or marketing of open field tomato seeds having
long-shelf life characteristics in certain areas of the world, including North
America. In September 2000, the Antitrust Division of the United States
Department of Justice filed suit in the United States Court for the District of
Arizona against LSL PlantScience, LSL Biotechnologies and our company to delete
these restrictive provisions. On March 29, 2002, the United States District
Court dismissed, without prejudice, the action against LSL PlantScience, LSL
Biotechnologies, and us.

In January 2002, melon growers in Costa Rica notified us that our Dorado
melon seeds were infected with Watermelon Fruit Blotch. Growers who purchased
the infected Seminis seeds and growers whose crops were infected by the
bacteria that spread from crops grown with the infected Seminis seeds have
claimed damages against us. The claims related to those growers who purchased
Seminis seeds have been settled for approximately $5.8 million, of which,
approximately $2.6 million was recovered under our errors and omissions
insurance policy and the remainder of the settlement was paid by the Company by
July 2002. The claims related to the growers with the infected crops total
approximately $5.2 million and we believe these claims are covered under our
general liability insurance policy. We have tentatively settled all of these
claims and we have advanced approximately $2.1 million to the growers; however,
we are unable to finalize the settlement because our general liability
insurance carrier has tentatively denied coverage. We are continuing to
negotiate with our general liability insurance carrier on this matter. In the
event we cannot finalize the settlement, claims could increase above $5.2
million.




Item 6.Exhibits and Reports on Form 8-K

We filed a
Form 8-K on August 9, 2002.

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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.      
|(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 |  | 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 May 31, 2001, effective May 31, 2001.          
|(i) 10.13 |  | Revision to (h) 10.12                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) 21    |  | Subsidiaries of Registrant                                                                                                                                                                                                                                                                                                                                                                                                             
|27.1      |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                
|(j) 99.1  |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                                                                                               
|(j) 99.2  |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                                                                                               



---

|(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 30, 2000 form 10Q.                                               
|   
|   
|   
|   
|(g) |  | Filed with the March 30, 2001 form 10Q.                                                  
|   
|   
|   
|   
|(h) |  | Filed with the June 29, 2001 form 10Q.                                                   
|   
|   
|   
|   
|(i) |  | Filed with the September 30, 2001 form 10K.                                              
|   
|   
|   
|   
|(j) |  | Filed with the June 28,
2002 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: August 8, 2002 |                                                                                              | SEMINIS, INC                
|                    
|                     |                                                                                              | /s/ Eugenio Najera Solorzano
|                     |                                                                                             
|                     | Eugenio Najera Solorzano
President and Chief Operating Officer
(Principal Executive Officer)

| |                                                                                                                               |                            
| | ----------------------------------------------------------------------------------------------------------------------------- | ---------------------------
| |                                                                                                                               | /s/ Gaspar Alvarez Martinez
| |                                                                                                                              
| | Gaspar Alvarez Martinez
VP WW Corporate Comptroller and Chief
Accounting Officer
(Principal Financial and Accounting Officer)

22