##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




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FORM 10-Q


(Mark One)



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

For the Quarterly Period Ended March 29, 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 April 26, 2002 the Registrant had 17,602,711 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                    



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##### Table of Contents



SEMINIS, INC.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 29, 2002

TABLE OF CONTENTS

|                               |  |                                                                                                            |  |      |  | 
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------- |  | ---- |  | 
|                               |  |                                                                                                            |  | Page
|                               |  |                                                                                                            |  |     
|PART I  FINANCIAL INFORMATION
|                              
|Item 1.                        |  | Financial Statements                                                                                      
|                              
|                               |  | Consolidated Balance Sheets as of March 29, 2002 and
September 30, 2001                                    |  | 1   
|                              
|                               |  | Consolidated Statements of Operations for the Three and Six
Months Ended March 29, 2002 and March 30, 2001 |  | 2   
|                              
|                               |  | Consolidated Statement of Stockholders Equity
for the Six Months Ended March 29, 2002                     |  | 3   
|                              
|                               |  | Consolidated Statements of Cash Flows for the Six Months
Ended March 29, 2002 and March 30, 2001           |  | 4   
|                              
|                               |  | Notes to Consolidated Financial Statements                                                                 |  | 5   
|                              
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations                      |  | 10  
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  | 16  
|                              
|                              
|PART II  OTHER INFORMATION   
|                              
|Item 1.                        |  | Legal Proceedings                                                                                          |  | 17  
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                           |  | 17  
|                              
|                               |  | Signatures                                                                                                 |  | 19  





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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial statements




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

|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |               |          |         |         | 
|------------------------------------------------------------------- | ----------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------------- | -------- | ----------- | ------- | ------------- | -------- | ------- | ------- | 
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          | As of       |         | As of        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          | March 29,   |         | September 30,
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          | 2002        |         | 2001         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          | (unaudited) |         |               |          |        
|Assets:                                                             |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Current assets                                                      |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    | Cash and cash equivalents                 |                                                                                                                                                                                                                                                                                                           | $                    | 27,484                     |          |             | $       | 22,323        |         
|                                                                    | Accounts receivable, net                  |                                                                                                                                                                                                                                                                                                           |                      | 162,228                    |          |             |         | 141,691       |         
|                                                                    | Other receivable                          |                                                                                                                                                                                                                                                                                                           |                      |                           |          |             |         | 20,612        |         
|                                                                    | Inventories                               |                                                                                                                                                                                                                                                                                                           |                      | 268,872                    |          |             |         | 279,683       |         
|                                                                    | Prepaid expenses and other current assets |                                                                                                                                                                                                                                                                                                           |                      | 3,820                      |          |             |         | 3,436         |         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           | Total current assets |                            |          | 462,404     |         |               |          | 467,745 |        
|Property, plant and equipment, net                                  |                                           |                                                                                                                                                                                                                                                                                                           | 168,587              |                            |          |             | 182,261 |              
|Intangible assets, net                                              |                                           |                                                                                                                                                                                                                                                                                                           | 161,014              |                            |          |             | 169,664 |              
|Other assets                                                        |                                           |                                                                                                                                                                                                                                                                                                           | 15,636               |                            |          |             | 15,687  |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           | $                                                                                                                                                                                                                                                                                                         | 807,641              |                            |          | $           | 835,357 |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Liabilities, Mandatorily Redeemable Stock and Stockholders Equity: |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Current liabilities                                                 |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    | Short-term borrowings                     |                                                                                                                                                                                                                                                                                                           | $                    | 38,654                     |          |             | $       | 19,665        |         
|                                                                    | Current maturities of long-term debt      |                                                                                                                                                                                                                                                                                                           |                      | 262,932                    |          |             |         | 67,527        |         
|                                                                    | Accounts payable                          |                                                                                                                                                                                                                                                                                                           |                      | 27,355                     |          |             |         | 45,423        |         
|                                                                    | Accrued liabilities                       |                                                                                                                                                                                                                                                                                                           |                      | 97,202                     |          |             |         | 89,169        |         
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      | Total current liabilities  |          |             | 426,143 |               |          |         | 221,784 | 
|Long-term debt                                                      |                                           |                                                                                                                                                                                                                                                                                                           | 16,865               |                            |          |             | 248,898 |              
|Deferred income taxes                                               |                                           |                                                                                                                                                                                                                                                                                                           | 15,486               |                            |          |             | 15,736  |              
|Minority interest in subsidiaries                                   |                                           |                                                                                                                                                                                                                                                                                                           | 1,487                |                            |          |             | 1,721   |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           | Total liabilities    |                            |          | 459,981     |         |               |          | 488,139 |        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Commitments and contingencies                                       |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Mandatorily redeemable stock                                        |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           | Class B Redeemable Preferred Stock, $0.01 par value; 25 shares authorized as of
March 29, 2002 and September 30, 2001; 25 shares issued and outstanding as of
March 29, 2002 and September 30, 2001                                                                                                       |                      |                            | 28,500   |             |         |               | 27,500   |        
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Total mandatorily redeemable stock                                  |                                           |                                                                                                                                                                                                                                                                                                           | 28,500               |                            |          |             | 27,500  |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|Stockholders equity                                                |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           | Class C Preferred Stock, $0.01 par value; 14 shares authorized as of March 29, 2002 and
September 30, 2001; 12 shares issued and outstanding as of March 29, 2002 and
September 30, 2001 (Liquidation Value of $135.1 and $129.2 million at March 29, 2002 and
2002 and September 30, 2001, respectively) |                      |                            | 1        |             |         |               | 1        |        
|                                                                    |                                           | Class A Common Stock, $0.01 par value; 211,000 shares authorized as of March 29, 2002
and September 30, 2001; 17,603 and 14,682 shares issued and outstanding as of March
29, 2002 and September 30, 2001, respectively                                                                                   |                      |                            | 176      |             |         |               | 147      |        
|                                                                    |                                           | Class B Common Stock, $0.01 par value; 67,000 shares authorized as of March 29, 2002 and
September 30, 2001; 45,142 shares issued and outstanding as of March 29, 2002 and
September 30, 2001                                                                                                             |                      |                            | 452      |             |         |               | 452      |        
|                                                                    |                                           | Additional paid-in capital                                                                                                                                                                                                                                                                                |                      |                            | 766,240  |             |         |               | 764,657  |        
|                                                                    |                                           | Accumulated deficit                                                                                                                                                                                                                                                                                       |                      |                            | (400,372 | )           |         |               | (397,485 | )      
|                                                                    |                                           | Accumulated other comprehensive loss                                                                                                                                                                                                                                                                      |                      |                            | (47,337  | )           |         |               | (48,054  | )      
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      | Total stockholders equity |          |             | 319,160 |               |          |         | 319,718 | 
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              
|                                                                    |                                           | $                                                                                                                                                                                                                                                                                                         | 807,641              |                            |          | $           | 835,357 |              
|                                                                    |                                           |                                                                                                                                                                                                                                                                                                           |                      |                            |          |             |         |              

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

1



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

|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |         |         | 
|--------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | -------------------------- | ------ | ------------------------ | ------- | --------- | ------ | --------- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                                                        |                                              |                          |         | For the Three Months Ended |        | For the Six Months Ended
|                                                                                        |                                              |                          |         |                            |        |                         
|                                                                                        |                                              |                          |         | March 29,                  |        | March 30,                |         | March 29, |        | March 30,
|                                                                                        |                                              |                          |         | 2002                       |        | 2001                     |         | 2002      |        | 2001     
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |          
|                                                                                        |                                              |                          |         | (unaudited)                |        | (unaudited)             
|                                                                                       
|Net sales                                                                               |                                              | $                        | 152,309 |                            |        | $                        | 151,514 |           |        | $         | 232,388 |         |         | $ | 232,747 |        
|Cost of goods sold                                                                      |                                              |                          | 56,458  |                            |        |                          | 59,359  |           |        |           | 86,744  |         |         |   | 92,321  |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                                        | Gross profit                                 |                          |         | 95,851                     |        |                          |         | 92,155    |        |           |         | 145,644 |         |   |         | 140,426 |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Operating expenses                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                                        | Research and development expenses            |                          |         | 9,611                      |        |                          |         | 13,076    |        |           |         | 21,510  |         |   |         | 26,632  |        
|                                                                                        | Selling, general and administrative expenses |                          |         | 44,621                     |        |                          |         | 46,681    |        |           |         | 88,528  |         |   |         | 91,814  |        
|                                                                                        | Amortization of intangible assets            |                          |         | 4,144                      |        |                          |         | 7,002     |        |           |         | 8,302   |         |   |         | 14,302  |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                                        |                                              | Total operating expenses |         |                            | 58,376 |                          |         |           | 66,759 |           |         |         | 118,340 |   |         |         | 132,748 | 
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Income from operations                                                                  |                                              |                          | 37,475  |                            |        |                          | 25,396  |           |        |           | 27,304  |         |         |   | 7,678   |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Other income (expense)                                                                  |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                                        | Interest income                              |                          |         | 122                        |        |                          |         | 450       |        |           |         | 242     |         |   |         | 1,004   |        
|                                                                                        | Interest expense                             |                          |         | (7,054                     | )      |                          |         | (11,955   | )      |           |         | (14,344 | )       |   |         | (20,620 | )      
|                                                                                        | Foreign currency loss                        |                          |         | (3,278                     | )      |                          |         | (2,997    | )      |           |         | (4,342  | )       |   |         | (555    | )      
|                                                                                        | Other, net                                   |                          |         | 4,571                      |        |                          |         | 263       |        |           |         | 4,965   |         |   |         | 162     |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                                        |                                              |                          | (5,639  | )                          |        |                          | (14,239 | )         |        |           | (13,479 | )       |         |   | (20,009 | )      
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Income (loss) before income taxes                                                       |                                              |                          | 31,836  |                            |        |                          | 11,157  |           |        |           | 13,825  |         |         |   | (12,331 | )      
|Income tax benefit (expense)                                                            |                                              |                          | (6,182  | )                          |        |                          | (6,278  | )         |        |           | (7,482  | )       |         |   | 373     |        
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income (loss)                                                                       |                                              |                          | 25,654  |                            |        |                          | 4,879   |           |        |           | 6,343   |         |         |   | (11,958 | )      
|Preferred stock dividends                                                               |                                              |                          | (3,497  | )                          |        |                          | (3,483  | )         |        |           | (6,927  | )       |         |   | (6,913  | )      
|Additional capital contribution dividends                                               |                                              |                          | (1,164  | )                          |        |                          | (1,180  | )         |        |           | (2,303  | )       |         |   | (1,999  | )      
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income (loss) available for common stockholders                                     |                                              | $                        | 20,993  |                            |        | $                        | 216     |           |        | $         | (2,887  | )       |         | $ | (20,870 | )      
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income (loss) available for common
stockholders per common share, basic and diluted |                                              | $                        | 0.34    |                            |        | $                        |        |           |        | $         | (0.05   | )       |         | $ | (0.35   | )      
|                                                                                        |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        

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

2



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

|                                                         |                                                     |  |                        |   |                     |   |                     |   |                   |  |             |   |                               |   |                    |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |   |   |         |     |  |   |         |        |  
|-------------------------------------------------------- | --------------------------------------------------- |  | ---------------------- | - | ------------------- | - | ------------------- | - | ----------------- |  | ----------- | - | ----------------------------- | - | ------------------ | - | ------- |  | ------ | - | ------ | - | --- | - |  | - | ------- | - |  | - | -------- | ------ | - | - | ------- | --- |  | - | ------- | ------ | -
|                                                         |                                                     |  | Class
CPreferred Stock |   | Class
ACommon Stock |   | Class
BCommon Stock |   | AdditionalPaid-in |  | Accumulated |   | AccumulatedOtherComprehensive |   | TotalStockholders'
|                                                         |                                                     |  | 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)                              |  |                        |  |                     |   |                     |  |                   |  |             |  |                               |   |                    |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          | 6,343  |   |   |         |    |  |   |         | 6,343  |  
|                                                         | Translation adjustment
(unaudited)                  |  |                        |  |                     |   |                     |  |                   |  |             |  |                               |   |                    |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          |       |   |   |         | 717 |  |   |         | 717    |  
|                                                         |                                                     |  |                        |   |                     |   |                     |   |                   |  |             |   |                               |   |                    |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |   |   |         |     |  |   |         |       
|                                                         |                                                     |  |                        |   |                     |   |                     |   |                   |  |             |   |                               |   |                    |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |   |   |         |     |  |   | 7,060   |       
|Restricted shares
issuance (unaudited)                   |                                                     |  |                       |   |                     |   |                    |   |                   |  | 2,921       |   |                               |   | 29                 |   |         |  |       |   |        |   |    |   |  |   | 1,583   |   |  |   |         |        |   |   |        |     |  |   | 1,612   |       
|                                                        
|Dividends on additional
capital contribution
(unaudited) |                                                     |  |                       |   |                     |   |                    |   |                   |  |            |   |                               |   |                   |   |         |  |       |   |        |   |    |   |  |   | --      |   |  |   | (2,303   | )      |   |   |        |     |  |   | (2,303  | )     
|                                                        
|                                                         | Dividends on Redeemable Preferred
Stock (unaudited) |  |                        |  |                     |   |                     |  |                   |  |             |  |                               |   |                    |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          | (1,000 | ) |   |         |    |  |   |         | (1,000 | )
|                                                        
|Dividends on Class C
Preferred Stock
(unaudited)         |                                                     |  |                       |   |                     |   |                    |   |                   |  |            |   |                               |   |                   |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   | (5,927   | )      |   |   |        |     |  |   | (5,927  | )     
|                                                         |                                                     |  |                        |   |                     |   |                     |   |                   |  |             |   |                               |   |                    |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |   |   |         |     |  |   |         |       
|Balance,
March 29, 2002 (unaudited)                      |                                                     |  | 12                     |   |                     | $ | 1                   |   |                   |  | 17,603      |   |                               | $ | 176                |   |         |  | 45,142 |   |        | $ | 452 |   |  | $ | 766,240 |   |  | $ | (400,372 | )      |   | $ | (47,337 | )   |  | $ | 319,160 |       
|                                                         |                                                     |  |                        |   |                     |   |                     |   |                   |  |             |   |                               |   |                    |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |        |   |   |         |     |  |   |         |       

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 Six Months Ended
|                                                             |                                                                                      |                                                     |                                   |         |                         
|                                                             |                                                                                      |                                                     |                                   |         | March 29,                |         | March 30,
|                                                             |                                                                                      |                                                     |                                   |         | 2002                     |         | 2001     
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |          
|                                                             |                                                                                      |                                                     |                                   |         | (unaudited)             
|                                                            
|Cash flows from operating activities:                        |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             | Net income (loss)                                                                    |                                                     | $                                 | 6,343   |                          |         | $         | (11,958 | )      
|                                                             | Adjustments to reconcile net income (loss) to net cash
used in operating activities: |                                                     |                                   |         |                          |         |           |         |        
|                                                             |                                                                                      | Depreciation and amortization                       |                                   |         | 15,948                   |         |           |         | 22,532  |        
|                                                             |                                                                                      | Deferred income tax                                 |                                   |         | 593                      |         |           |         | (6,611  | )      
|                                                             |                                                                                      | Inventory write-down                                |                                   |         | 8,200                    |         |           |         | 12,357  |        
|                                                             |                                                                                      | Gain on sale of non-core business                   |                                   |         | (4,018                   | )       |           |         |        |        
|                                                             |                                                                                      | Other                                               |                                   |         | 1,751                    |         |           |         | 1,594   |        
|                                                             |                                                                                      | Changes in assets and liabilities:                  |                                   |         |                          |         |           |         |         |        
|                                                             |                                                                                      |                                                     | Accounts receivable               |         |                          | (25,536 | )         |         |         | (14,252 | )
|                                                             |                                                                                      |                                                     | Inventories                       |         |                          | (1,625  | )         |         |         | (3,103  | )
|                                                             |                                                                                      |                                                     | Prepaid expenses and other assets |         |                          | (2,580  | )         |         |         | (1,992  | )
|                                                             |                                                                                      |                                                     | Current income taxes              |         |                          | 4,582   |           |         |         | 2,161   |  
|                                                             |                                                                                      |                                                     | Accounts payable                  |         |                          | (16,857 | )         |         |         | (26,483 | )
|                                                             |                                                                                      |                                                     | Other liabilities                 |         |                          | (1,624  | )         |         |         | (14,737 | )
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             |                                                                                      | Net cash used in operating activities               |                                   |         | (14,823                  | )       |           |         | (40,492 | )      
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|Cash flows from investing activities:                        |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             | Purchases of fixed and intangible assets                                             |                                                     |                                   | (5,796  | )                        |         |           | (4,468  | )      
|                                                             | Proceeds from disposition of assets                                                  |                                                     |                                   | 24,342  |                          |         |           | 3,022   |        
|                                                             | Proceeds from sale of non-core business                                              |                                                     |                                   | 17,551  |                          |         |           |        |        
|                                                             | Other                                                                                |                                                     |                                   | (554    | )                        |         |           | (304    | )      
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             |                                                                                      | Net cash provided by (used in) investing activities |                                   |         | 35,543                   |         |           |         | (1,750  | )      
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|Cash flows from financing activities:                        |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             | Proceeds from long-term debt                                                         |                                                     |                                   | 509     |                          |         |           | 1,294   |        
|                                                             | Repayment of long-term debt                                                          |                                                     |                                   | (36,216 | )                        |         |           | (9,459  | )      
|                                                             | Net short-term borrowings                                                            |                                                     |                                   | 19,996  |                          |         |           | 11,787  |        
|                                                             | Additional capital contribution                                                      |                                                     |                                   |        |                          |         |           | 45,850  |        
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|                                                             |                                                                                      | Net cash provided by (used in) financing activities |                                   |         | (15,711                  | )       |           |         | 49,472  |        
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|Effect of exchange rate changes on cash and cash equivalents |                                                                                      |                                                     | 152                               |         |                          |         | 26        |        
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|Increase in cash and cash equivalents                        |                                                                                      |                                                     | 5,161                             |         |                          |         | 7,256     |        
|                                                            
|Cash and cash equivalents, beginning of period               |                                                                                      |                                                     | 22,323                            |         |                          |         | 22,479    |        
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        
|Cash and cash equivalents, end of period                     |                                                                                      | $                                                   | 27,484                            |         |                          | $       | 29,735    |        
|                                                             |                                                                                      |                                                     |                                   |         |                          |         |           |        

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

4



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

|                                    |                                              |   |                  |       |           |   |        |       | 
|----------------------------------- | -------------------------------------------- | - | ---------------- | ----- | --------- | - | ------ | ----- | 
|                                    |                                              |   | Six Months Ended
|                                    |                                              |   |                 
|                                    |                                              |   | March 29,        |       | March 30,
|                                    |                                              |   | 2002             |       | 2001     
|                                    |                                              |   |                  |       |          
|                                    |                                              |   | (unaudited)     
|Cash paid for interest              |                                              | $ | 11,469           |       |           | $ | 20,985 |      
|Cash paid for income taxes          |                                              |   | 2,307            |       |           |   | 4,077  |      
|Supplemental non-cash transactions: |                                              |   |                  |       |           |   |        |      
|                                    | Class C Preferred Stock dividends            |   |                  | 5,927 |           |   |        | 5,913 | 
|                                    | Class B Redeemable Preferred Stock dividends |   |                  | 1,000 |           |   |        | 1,000 | 
|                                    | Additional capital contribution dividends    |   |                  | 2,303 |           |   |        | 1,999 | 

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.

5



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##### Table of Contents



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

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 |      | Six Months Ended
|                                                                      |                                                     |                   |        |                    |      |                 
|                                                                      |                                                     |                   |        | March 29,          |      | March 30,        |        | March 29, |   | March 30,
|                                                                      |                                                     |                   |        | 2002               |      | 2001             |        | 2002      |   | 2001     
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |          
|                                                                      |                                                     |                   |        | (unaudited)        |      | (unaudited)     
|Numerator for basic and diluted:                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|Net income (loss)                                                     |                                                     | $                 | 25,654 |                    |      | $                | 4,879  |           |   | $         | 6,343  |        |       | $ | (11,958 | )      
|Preferred stock dividends                                             |                                                     |                   | (3,497 | )                  |      |                  | (3,483 | )         |   |           | (6,927 | )      |       |   | (6,913  | )      
|Additional capital contribution dividends                             |                                                     |                   | (1,164 | )                  |      |                  | (1,180 | )         |   |           | (2,303 | )      |       |   | (1,999  | )      
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|                                                                      | Net income (loss) available for common stockholders |                   | $      | 20,993             |      |                  | $      | 216       |   |           | $      | (2,887 | )     |   | $       | (20,870 | )    
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|Denominator  shares:                                                 |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|Weighted average common shares outstanding (basic)                    |                                                     |                   | 62,062 |                    |      |                  | 59,824 |           |   |           | 61,056 |        |       |   | 59,824  |        
|Add: potential common shares:                                         |                                                     |                   |       |                    |      |                  |       |           |   |           |       |        |       |   |        |        
|Less: antidilutive effect of potential common shares                  |                                                     |                   |       |                    |      |                  |       |           |   |           |       |        |       |   |        |        
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|Weighted average common shares outstanding (diluted)                  |                                                     |                   | 62,062 |                    |      |                  | 59,824 |           |   |           | 61,056 |        |       |   | 59,824  |        
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|Net income (loss) available for common stockholders
per common share: |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        
|                                                                      |                                                     | Basic and diluted |        | $                  | 0.34 |                  |        | $         |  |           |        | $      | (0.05 | ) |         | $       | (0.35 | )
|                                                                      |                                                     |                   |        |                    |      |                  |        |           |   |           |        |        |       |   |         |        

A total of 1.9 million and 1.3 million stock options were excluded from the
computation of diluted earnings per share for the three and six months ended
March 29, 2002 and the three and six months ended March 30, 2001, respectively,
due to their antidilutive effect.

Recent accounting pronouncements

SFAS No. 142, Goodwill and Other Intangible Assets is effective for the
Company for fiscal years beginning after December 15, 2001, but may be 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 has early adopted
this pronouncement in fiscal 2002 and expects no impairment in its goodwill and
other intangible assets, and to cease the amortization of goodwill that
approximates $9.0 million per year.

In August 2001, FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.

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

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 and SFAS No. 144 is not expected to have a
material effect on our consolidated financial position, results of operations
or 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 $258.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of March 29, 2002.

We met all required principal and interest payments during fiscal year 2001 and
for the six months ended March 29, 2002, and were in compliance with all of our
financial covenants under the amended credit agreement at September 30, 2001,
December 28, 2001, and March 29, 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. Furthermore, we paid the
scheduled $4.0 million of our syndicated debt in March and April 2002. When
combined with cash flows expected to be generated from on-going operations,
these additional proceeds will enable us 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

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

refinancing and recapitalization plan which includes negotiation of a new credit facility,
placement of new debt securities, and restructuring of our Class C Preferred
Stock and additional capital contributions. 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.                                                         

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 262 employees in the first half 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    |        |            |  |             |   |             |  |             |       | Balance at
|                               |  | September 30, |        | Additional |  | Amounts     |   | March 29,  
|                               |  | 2001          |        | Charges    |  | Incurred    |   | 2002       
|                               |  |               |        |            |  |             |   |            
|                               |  |               |        |            |  | (unaudited) |   | (unaudited) |  | (unaudited)
|Severance and related expenses |  | $             | 11,936 |            |  | $           |  |             |  | $           | 5,750 |            |  | $ | 6,186 | 

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

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

Note 4  Inventories

Inventories consist of the following:

|                               |  |             |         |               |  |   |         | 
|------------------------------ |  | ----------- | ------- | ------------- |  | - | ------- | 
|                               |  | March 29,   |         | September 30,
|                               |  | 2002        |         | 2001         
|                               |  |             |         |              
|                               |  | (unaudited) |         |               |  |  
|Seed                           |  | $           | 234,783 |               |  | $ | 246,250 | 
|Unharvested crop growing costs |  |             | 26,948  |               |  |   | 25,857  | 
|Supplies                       |  |             | 7,141   |               |  |   | 7,576   | 
|                               |  |             |         |               |  |   |         | 
|                               |  | $           | 268,872 |               |  | $ | 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 and second quarters of fiscal
year 2002, we met our performance goals, which resulted in quarterly
compensation charges of approximately $1.3 million per 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 four quarters, 0.8 million,
0.7 million, 0.7 million, and 0.7 million shares were earned in the third
quarter of fiscal year 2001, fourth quarter of fiscal year 2001, first quarter
of fiscal year 2002, and the second quarter 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 and second quarter of
fiscal year 2002. The Company believes that at its stockholders meeting to be
held in 2002, the stock award plan will be approved by its stockholders.

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. We
have paid approximately $1.2 million and we are scheduled to pay the remainder
of the settlement by July 2002. The claims related to the growers with the
infected crops total approximately $3.5 million and we believe these claims are
covered under our general liability insurance policy. We have tentatively
settled all of these claims and we advanced approximately $1.1 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 $3.5
million.

9



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##### Table of Contents






Item 2. Managements discussion and analysis of financial condition and results of operations

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

Overview

Seminis is the largest developer, producer and marketer of vegetable and fruit
seeds in the world. Seminis produces more than 60 species and 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 |       | Six Months Ended
|                                             |  |                    |       |                 
|                                             |  | March 29,          |       | March 30,        |  | March 29, |       | March 30,
|                                             |  | 2002               |       | 2001             |  | 2002      |       | 2001     
|                                             |  |                    |       |                  |  |           |       |          
|                                             |  | (unaudited)        |       | (unaudited)     
|                                            
|Net sales                                    |  |                    | 100.0 | %                |  |           | 100.0 | %         |  |  | 100.0 | % |  |  | 100.0 | %
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Gross profit                                 |  |                    | 62.9  |                  |  |           | 60.8  |           |  |  | 62.7  |   |  |  | 60.3  |  
|Research and development expenses            |  |                    | 6.3   |                  |  |           | 8.6   |           |  |  | 9.3   |   |  |  | 11.4  |  
|Selling, general and administrative expenses |  |                    | 29.3  |                  |  |           | 30.8  |           |  |  | 38.1  |   |  |  | 39.4  |  
|Amortization of intangible assets            |  |                    | 2.7   |                  |  |           | 4.7   |           |  |  | 3.6   |   |  |  | 6.2   |  
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Income from operations                       |  |                    | 24.6  |                  |  |           | 16.7  |           |  |  | 11.7  |   |  |  | 3.3   |  
|Interest expense, net                        |  |                    | (4.6  | )                |  |           | (7.6  | )         |  |  | (6.1  | ) |  |  | (8.4  | )
|Other non-operating income (expense), net    |  |                    | 0.8   |                  |  |           | (1.8  | )         |  |  | 0.3   |   |  |  | (0.2  | )
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Income (loss) before income taxes            |  |                    | 20.8  |                  |  |           | 7.3   |           |  |  | 5.9   |   |  |  | (5.3  | )
|Income tax benefit (expense)                 |  |                    | (4.1  | )                |  |           | (4.1  | )         |  |  | (3.2  | ) |  |  | 0.2   |  
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Net income (loss)                            |  |                    | 16.7  | %                |  |           | 3.2   | %         |  |  | 2.7   | % |  |  | (5.1  | )
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  

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Six months ended March 29, 2002 compared with six months ended March 30, 2001

Net sales

Net sales decreased 0.2% to $232.4 million for the six months ended March 29,
2002 from $232.7 million for the same period ended March 30, 2001. The result
was primarily due to $4.9 million of negative currency fluctuations relating to
weakness in the Euro, South Korean Won, and Brazilian Real versus the United
States Dollar during the six months ended March 29, 2002, compared to the same
period in the prior fiscal year. In addition, the six months ended March 30,
2001 included incremental net sales of $4.3 million from the divestiture of a
non-core business 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 3.8%. This increase was
primarily attributable to higher sales of onion, cucumber, tomato, and white
cabbage 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 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 half 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 3.7% to $145.6 million for the six months ended March
29, 2002 from $140.4 million for the six months ended March 30, 2001. Gross
margin increased to 62.7% for the six months ended March 29, 2002 from 60.3%
for the six months ended March 30, 2001. The increase was primarily 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. The
improvement in both gross profit and gross margin also reflects a non-cash
inventory write-down of $4.4 million taken in the first half 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. Additionally, approximately $1.0 million of freight and
handling charge revenue was recognized in net sales during the six months ended
March 29, 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 19.2% to $21.5 million for the six
months ended March 29, 2002 from $26.6 million for the six months ended March
30, 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 in the
first half 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 six months ended March 29, 2002.
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 3.6% to $88.5 million
for the six months ended March 29, 2002 from $91.8 million for the six months
ended March 30, 2001. The decrease was primarily attributable to the
elimination of $3.0 million of expenses incurred in the second 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 was also the result
of approximately $3.4 million of facility moving costs and $1.5 million of
consulting fees due to restructuring initiatives incurred in the first half of
fiscal year 2001 compared to $0 and $0.8 million, respectively, during the same
period in fiscal year 2002. The

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decrease in expenses was partially offset by a compensation charge of $2.6
million related to an employee stock award plan recorded during the first half
of fiscal year 2002 with no corresponding charge during the same period in the
prior fiscal year. Additionally, the decrease in expenses was offset by
approximately $1.0 million of freight and handling charge revenue which was
recognized in net sales during the six months ended March 29, 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 42.0% to $8.3 million for the six
months ended March 29, 2002 from $14.3 million for the six months ended March
30, 2001. The decrease was primarily due to the early 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 half of fiscal year
2002, whereas approximately $4.6 million of goodwill amortization was recorded
during the first half of fiscal year 2001. The balance of the decrease was also
due to the currency impact from the devaluation of the South Korean Won on
South Korean based intangible assets.

Interest expense, net

Interest expense, net, decreased 28.1% to $14.1 million for the six months
ended March 29, 2002 from $19.6 million for the six months ended March 30,
2001. The decrease was primarily due to lower average debt balances and
interest rates during the first half of fiscal year 2002 compared to the same
period of the prior fiscal year. During the 12 months ended March 29, 2002,
our bank debt balance has decreased by approximately $52.8 million.

Other non-operating income (expense), net

We had other non-operating income, including foreign currency gain (loss), net,
of $0.6 million for the six months ended March 29, 2002 as compared to other
non-operating expense, net, of $0.4 million for the six months ended March 30,
2001. Other non-operating income, net, for the six months ended March 29, 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 $4.3
million resulting from currency devaluations 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 six months ended March 31, 2001 included a
foreign currency loss of $0.6 million and other income of $0.2 million
primarily relating to the sale of non-strategic assets.

Income tax benefit (expense)

Income tax expense was $7.5 million for the six months ended March 29, 2002
compared to income tax benefit of $0.4 million for the six months ended March
30, 2001. The increase in income tax expense was the result of higher
consolidated pretax income and the mix of worldwide income tax rates.

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Three months ended March 29, 2002 compared with three months ended March 30, 2001

Net sales

Net sales increased 0.5% to $152.3 million for the three months ended March 29,
2002 from $151.5 million for the same period ended March 30, 2001. Partially
offsetting this overall increase in sales was $3.2 million of negative currency
fluctuations relating to weakness in the Euro, South Korean Won, and Brazilian
Real versus the United States Dollar during the three months ended March 29,
2002, compared to the same period in the prior fiscal year. In addition, the
three months ended March 30, 2001 included net sales of $4.3 million from the
divestiture of a non-core business 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 5.5%. This increase was primarily attributable to higher sales of
onion, cucumber, tomato, and white cabbage 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 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 second 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 4.0% to $95.9 million for the three months ended March
29, 2002 from $92.2 million for the three months ended March 30, 2001. Gross
margin increased to 62.9% for the three months ended March 29, 2002 from 60.8%
for the three months ended March 30, 2002. The increase was primarily 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. The
improvement in both gross profit and gross margin also reflects a non-cash
inventory write-down of $4.4 million taken in the second 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. Additionally, approximately $0.4 million of freight and
handling charge revenue was recognized in net sales during the three months
ended March 29, 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 26.5% to $9.6 million for the three
months ended March 29, 2002 from $13.1 million for the three months ended March
30, 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 in the
second quarter of fiscal year 2002. Also, the decrease was attributable to an
approximate $0.8 million research grant received in Europe which offset
research and development expenses during the three months ended March 29, 2002.
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 4.4% to $44.6 million
for the three months ended March 29, 2002 from $46.7 million for the three
months ended March 30, 2001. The decrease was primarily attributable to the
elimination of $3.0 million of expenses incurred in the second 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 was also the result
of approximately $2.0 million of facility moving costs and $0.9 million of
consulting fees due to restructuring

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initiatives incurred in the second quarter
of fiscal year 2001 compared to $0 and $0.5 million, respectively, during the
same period in fiscal year 2002. The decrease in expenses was partially offset
by a compensation charge of $1.3 million related to an employee stock award
plan recorded during the second quarter of fiscal year 2002 with no
corresponding charge during the same period in the prior fiscal year.
Additionally, the decrease in expenses was offset by approximately $0.4 million
of freight and handling charge revenue which was recognized in net sales during
the three months ended March 29, 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 40.8% to $4.1 million for the three
months ended March 29, 2002 from $7.0 million for the three months ended March
30, 2001. The decrease was primarily due to our early 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 second quarter of fiscal
year 2002, whereas approximately $2.2 million of goodwill amortization was
recorded during the second quarter of fiscal year 2001. The balance of the
decrease was also due to the currency impact from the devaluation of the South
Korean Won on South Korean based intangible assets.

Interest expense, net

Interest expense, net, decreased 39.7% to $6.9 million for the three months
ended March 29, 2002 from $11.5 million for the three months ended March 30,
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 $1.3 million for the three months ended March 29, 2002 as compared to
other non-operating expense, net, of $2.7 million for the three months ended
March 30, 2001. Other non-operating income, net, for the three months ended
March 29, 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 $3.3 million resulting from currency devaluations 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 three months ended March 31, 2001 included
a foreign currency loss of $3.0 million primarily attributable to a United
States Dollar denominated loan in The Netherlands and other income of $0.3
million relating to the sale of non-strategic assets.

Income tax benefit (expense)

Income tax expense decreased 1.5% to $6.2 million for the three months ended
March 29, 2002 from $6.3 million for the three months ended March 30, 2001.
The effective tax rate for the three months ended March 29, 2002 was 19.4%
compared with 56.3% during the same period in the prior year. The decrease in
the effective tax rate was a result of tax planning initiatives and the mix of
worldwide income tax rates.

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 $258.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of March 29, 2002.

We met all required principal and interest payments during fiscal year 2001 and
for the six months ended March 29, 2002, and were in compliance with all of our
financial covenants under the amended credit agreement at September 30, 2001,
December 28, 2001, and March 29, 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. Furthermore, we paid the
scheduled $4.0 million of our syndicated debt in March and April 2002. When
combined with cash flows expected to be generated from on-going operations,
these additional proceeds will enable us 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 includes negotiation of a new credit facility,
placement of new debt securities, and restructuring of our Class C Preferred
Stock and additional capital contributions. 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.

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As a result of the global restructuring and optimization plan we have made
significant strides in the enhancement of our cash flow. During the six months
ended March 29, 2002, our operating activities utilized $25.7 million less cash
as 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 $5.8 million for the first half of fiscal
year 2002, from $4.5 million for the same period in the prior fiscal year. The
increase was primarily due to investment in a production facility in South
Korea, which is being utilized to consolidate our South Korean operations and
to enable our growth strategy in the Far East market. Other investing
activities for the six months ended March 29, 2002 included approximately $24.3
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 $3.5 million of accrued dividends relating to Class B Mandatorily
Redeemable Preferred Stock at March 29, 2002. These accrued dividends are
classified within mandatorily redeemable stock.

Our total indebtedness as of March 29, 2002 was $318.5 million, of which $258.7
million were borrowings under our syndicated credit facility and we had $15.1
million, $6.0 million, $6.4 million, $5.4 million, and $20.3 million of
borrowings by our United States, Chilean, Italian, Spanish, and South Korean
subsidiaries, respectively, and $6.6 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 March 29, 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 second quarter ended March 29, 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. We
have paid approximately $1.2 million and we are scheduled to pay the remainder
of the settlement by July 2002. The claims related to the growers with the
infected crops total approximately $3.5 million and we believe these claims are
covered under our general liability insurance policy. We have tentatively
settled all of these claims and we advanced approximately $1.1 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 $3.5
million.




Item 6. Exhibits and reports on Form 8-K

We did not file any reports on Form 8-K for the quarter ended March 29, 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                                                                                                                                                                                                                                                                                                                                                                                                                



|(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.                                              

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##### Table of Contents






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: May 7, 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
Chief Financial and Accounting Officer
(Principal Financial and Accounting
Officer)

19