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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



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|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                        
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 28, 2003

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | 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                                 |  | 36-0769130                          
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|2700 Camino del Sol, Oxnard, California  |  | 93030-7967                          
|(Address of Principal Executive Offices) |  | (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 o

Indicate,
by check mark whether the Registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act). YES x NO o

As of April 29, 2003, the Registrant had 18,978,291 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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SEMINIS, INC.

Form 10-Q
For the Quarterly Period Ended March 28, 2003

TABLE OF CONTENTS

|        |  |                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------
|        |  |                                                                                                           
|        |  | PART I  FINANCIAL INFORMATION                                                                            
|Item 1. |  | Financial Statements                                                                                      
|        |  | Consolidated Balance Sheets
as of March 28, 2003 and September 30, 2002                                   
|        |  | Consolidated Statements of Operations
for the Three and Six Months Ended March 28, 2003 and March 29, 2002
|        |  | Consolidated Statement of Stockholders Equity
for the Six Months Ended March 28, 2003                    
|        |  | Consolidated Statements of Cash Flows
for the Six Months Ended March 28, 2003 and March 29, 2002          
|        |  | Notes to Consolidated Financial Statements                                                                
|Item 2. |  | Managements Discussion and
Analysis of Financial Condition and Results of Operations                     
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                
|Item 4. |  | Controls and Procedures                                                                                   
|        |  | PART II  OTHER INFORMATION                                                                               
|Item 1. |  | Legal Proceedings                                                                                         
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                          
|        |  | Signatures                                                                                                
|        |  | Certification of Results                                                                                  

2



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PART I  FINANCIAL INFORMATION

Item 1.Financial Statements

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

|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |          |         | 
|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------- | -------------- | ------- | ------------- | ------- | -------- | ------- | 
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         | As of   
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         | As of          |         | September 30,
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         | March 28, 2003 |         | 2002         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |              
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         | (Unaudited)    |         |               |         |         
|Assets:                                                             |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|Current assets                                                      |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                 |                                    | $       | 34,901         |         |               | $       | 36,805   |        
|                                                                    | Accounts receivable, less allowances for doubtful accounts of
$13,341 and $12,344, respectively                                                                                                                                                                                                                                           |                                    |         | 178,788        |         |               |         | 140,315  |        
|                                                                    | Inventories                                                                                                                                                                                                                                                                                                                               |                                    |         | 271,174        |         |               |         | 272,527  |        
|                                                                    | Prepaid expenses and other current assets                                                                                                                                                                                                                                                                                                 |                                    |         | 4,876          |         |               |         | 2,427    |        
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | Total current assets               |         |                | 489,739 |               |         |          | 452,074 | 
|Property, plant and equipment, net                                  |                                                                                                                                                                                                                                                                                                                                           |                                    | 161,547 |                |         |               | 168,729 |         
|Goodwill, net                                                       |                                                                                                                                                                                                                                                                                                                                           |                                    | 97,578  |                |         |               | 98,931  |         
|Intangible assets, net                                              |                                                                                                                                                                                                                                                                                                                                           |                                    | 56,520  |                |         |               | 61,872  |         
|Other assets                                                        |                                                                                                                                                                                                                                                                                                                                           |                                    | 22,884  |                |         |               | 18,391  |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | $                                  | 828,268 |                |         | $             | 799,997 |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|Liabilities, Mandatorily Redeemable Stock and Stockholders Equity: |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|Current liabilities                                                 |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    | Short-term borrowings                                                                                                                                                                                                                                                                                                                     |                                    | $       | 40,990         |         |               | $       | 28,532   |        
|                                                                    | Current maturities of long-term debt                                                                                                                                                                                                                                                                                                      |                                    |         | 226,720        |         |               |         | 21,709   |        
|                                                                    | Accounts payable                                                                                                                                                                                                                                                                                                                          |                                    |         | 31,375         |         |               |         | 38,179   |        
|                                                                    | Accrued liabilities                                                                                                                                                                                                                                                                                                                       |                                    |         | 108,667        |         |               |         | 98,624   |        
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | Total current liabilities          |         |                | 407,752 |               |         |          | 187,044 | 
|Long-term debt                                                      |                                                                                                                                                                                                                                                                                                                                           |                                    | 15,379  |                |         |               | 228,293 |         
|Deferred income taxes                                               |                                                                                                                                                                                                                                                                                                                                           |                                    | 16,503  |                |         |               | 15,753  |         
|Minority interest in subsidiaries                                   |                                                                                                                                                                                                                                                                                                                                           |                                    | 1,436   |                |         |               | 1,902   |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | Total liabilities                  |         |                | 441,070 |               |         |          | 432,992 | 
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|Commitments
and contingencies (see Note 8)                          |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Mandatorily redeemable stock                                        |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    | Class B Redeemable Preferred Stock, $.01 par value; 25 shares
authorized as of March 28, 2003 and September 30, 2002; 25
shares issued and outstanding as of March 28, 2003 and
September 30, 2002                                                                                                                                        |                                    |         | 30,500         |         |               |         | 29,500   |        
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | Total mandatorily redeemable stock |         |                | 30,500  |               |         |          | 29,500  | 
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|Stockholders equity                                                |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    | Class C Preferred Stock, $.01 par value; 17 and 14 shares
authorized as of March 28, 2003 and September 30, 2002,
respectively; 17 and 12 shares issued and outstanding as of
March 28, 2003 and September 30, 2002, respectively (Liquidation
Value of $191.9 and $138.2 million at March 28, 2003 and
September 30, 2002, respectively) |                                    |         | 1              |         |               |         | 1        |        
|                                                                    | Class A Common Stock, $.01 par value; 211,000 shares authorized
as of March 28, 2003 and September 30, 2002; 18,952 and 18,940
shares issued and outstanding as of March 28, 2003 and September
30, 2002, respectively                                                                                                                    |                                    |         | 190            |         |               |         | 190      |        
|                                                                    | Class B Common Stock, $.01 par value; 67,000 shares authorized
as of March 28, 2003 and September 30, 2002; 45,142 shares
issued and outstanding as of March 28, 2003 and September 30,
2002                                                                                                                                              |                                    |         | 452            |         |               |         | 452      |        
|                                                                    | Additional paid-in-capital                                                                                                                                                                                                                                                                                                                |                                    |         | 698,308        |         |               |         | 699,255  |        
|                                                                    | Accumulated deficit                                                                                                                                                                                                                                                                                                                       |                                    |         | (312,298       | )       |               |         | (324,558 | )      
|                                                                    | Accumulated other comprehensive loss                                                                                                                                                                                                                                                                                                      |                                    |         | (29,955        | )       |               |         | (37,835  | )      
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | Total stockholders equity         |         |                | 356,698 |               |         |          | 337,505 | 
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           | $                                  | 828,268 |                |         | $             | 799,997 |         
|                                                                    |                                                                                                                                                                                                                                                                                                                                           |                                    |         |                |         |               |         |         

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

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

|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |         |         | 
|--------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | -------------------------- | ------ | ------------------------ | ------- | --------- | ------ | --------- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                                      |                                              |                          |         | For the Three Months Ended |        | For the Six Months Ended
|                                                                      |                                              |                          |         |                            |        |                         
|                                                                      |                                              |                          |         | March 28,                  |        | March 29,                |         | March 28, |        | March 29,
|                                                                      |                                              |                          |         | 2003                       |        | 2002                     |         | 2003      |        | 2002     
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |          
|                                                                      |                                              |                          |         | (Unaudited)                |        | (Unaudited)             
|Net sales                                                             |                                              | $                        | 159,001 |                            |        | $                        | 152,309 |           |        | $         | 239,617 |         |         | $ | 232,388 |        
|Cost of goods sold                                                    |                                              |                          | 58,008  |                            |        |                          | 56,458  |           |        |           | 88,241  |         |         |   | 86,744  |        
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Gross profit                                 |                          |         | 100,993                    |        |                          |         | 95,851    |        |           |         | 151,376 |         |   |         | 145,644 |        
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Operating expenses                                                    |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Research and development expenses            |                          |         | 10,953                     |        |                          |         | 9,611     |        |           |         | 22,378  |         |   |         | 21,510  |        
|                                                                      | Selling, general and administrative expenses |                          |         | 48,637                     |        |                          |         | 44,621    |        |           |         | 91,337  |         |   |         | 88,528  |        
|                                                                      | Amortization of intangible assets            |                          |         | 3,966                      |        |                          |         | 4,144     |        |           |         | 7,893   |         |   |         | 8,302   |        
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      |                                              | Total operating expenses |         |                            | 63,556 |                          |         |           | 58,376 |           |         |         | 121,608 |   |         |         | 118,340 | 
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Gain on sale of assets                       |                          |         | 1,537                      |        |                          |         | 4,359     |        |           |         | 1,091   |         |   |         | 5,275   |        
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Income from operations                                                |                                              |                          | 38,974  |                            |        |                          | 41,834  |           |        |           | 30,859  |         |         |   | 32,579  |        
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Other income (expense)                                                |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Interest income                              |                          |         | 259                        |        |                          |         | 122       |        |           |         | 506     |         |   |         | 242     |        
|                                                                      | Interest expense                             |                          |         | (8,704                     | )      |                          |         | (7,054    | )      |           |         | (15,441 | )       |   |         | (14,344 | )      
|                                                                      | Foreign currency gain (loss)                 |                          |         | 213                        |        |                          |         | (3,278    | )      |           |         | 29      |         |   |         | (4,342  | )      
|                                                                      | Other, net                                   |                          |         | 316                        |        |                          |         | 212       |        |           |         | 447     |         |   |         | (310    | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      |                                              |                          | (7,916  | )                          |        |                          | (9,998  | )         |        |           | (14,459 | )       |         |   | (18,754 | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Income before income taxes                                            |                                              |                          | 31,058  |                            |        |                          | 31,836  |           |        |           | 16,400  |         |         |   | 13,825  |        
|Income tax expense                                                    |                                              |                          | (7,018  | )                          |        |                          | (6,182  | )         |        |           | (4,140  | )       |         |   | (7,482  | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income                                                            |                                              |                          | 24,040  |                            |        |                          | 25,654  |           |        |           | 12,260  |         |         |   | 6,343   |        
|Preferred stock dividends                                             |                                              |                          | (4,661  | )                          |        |                          | (3,497  | )         |        |           | (9,184  | )       |         |   | (6,927  | )      
|Additional capital contribution dividends                             |                                              |                          |        |                            |        |                          | (1,164  | )         |        |           |        |         |         |   | (2,303  | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income (loss) available for common stockholders                   |                                              | $                        | 19,379  |                            |        | $                        | 20,993  |           |        | $         | 3,076   |         |         | $ | (2,887  | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|Net income (loss) available for common
stockholders per common share: |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Basic                                        |                          | $       | 0.30                       |        |                          | $       | 0.34      |        |           | $       | 0.05    |         |   | $       | (0.05   | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        
|                                                                      | Diluted                                      |                          | $       | 0.29                       |        |                          | $       | 0.33      |        |           | $       | 0.05    |         |   | $       | (0.05   | )      
|                                                                      |                                              |                          |         |                            |        |                          |         |           |        |           |         |         |         |   |         |        

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

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SEMINIS, INC.
Consolidated Statement of Stockholders Equity
(In thousands)

|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   |             |       |  |   |         |       | 
|------------------------------------------------------------------------------------ | ---------------------------------- |  | --------------- | - | ------------ | - | ------------ | - | ---------- |  | ----------- | - | ------------- | - | ------------- | - | ------- |  | ------ | - | ------ | - | --- | - |  | - | ------- | - |  | - | -------- | - |  | - | ----------- | ----- |  | - | ------- | ----- | 
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   | Accumulated |       |  |   |        
|                                                                                     |                                    |  | Class C         |   | Class A      |   | Class B      |   | Additional |  |             |   |               |   | Other         |   | Total  
|                                                                                     |                                    |  | Preferred Stock |   | Common Stock |   | Common Stock |   | Paid-In    |  | Accumulated |   | Comprehensive |   | Stockholders'
|                                                                                     |                                    |  | Number          |   | Amount       |   | Number       |   | Amount     |  | Number      |   | Amount        |   | Capital       |   | Deficit |  | Loss   |   | Equity
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |       
|Balance,
September 30, 2002                                                          |                                    |  | 12              |   |              | $ | 1            |   |            |  | 18,940      |   |               | $ | 190           |   |         |  | 45,142 |   |        | $ | 452 |   |  | $ | 699,255 |   |  | $ | (324,558 | ) |  | $ | (37,835     | )     |  | $ | 337,505 |      
|Comprehensive income
Net income (Unaudited)                                          |                                    |  |                |   |              |   |             |   |            |  |            |   |               |   |              |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   | 12,260   |   |  |   |            |       |  |   | 12,260  |      
|                                                                                     | Translation
adjustment (Unaudited) |  |                 |  |              |   |              |  |            |  |             |  |               |   |               |  |         |  |        |  |        |   |     |  |  |   |         |  |  |   |          |  |  |   |             | 7,880 |  |   |         | 7,880 | 
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   |             |       |  |   |         |      
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |       
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   |             |       |  |   | 20,140  |      
|Conversion of additional
capital contribution to
Class C Preferred Stock
(Unaudited) |                                    |  | 5               |   |              |   |             |   |            |  |            |   |               |   |              |   |         |  |       |   |        |   |    |   |  |   |        |   |  |   |         |   |  |   |            |       |  |   |        |      
|Options Exercised (Unaudited)                                                        |                                    |  |                |   |              |   |             |   |            |  | 12          |   |               |   |              |   |         |  |       |   |        |   |    |   |  |   | 53      |   |  |   |         |   |  |   |            |       |  |   | 53      |      
|Dividends on Redeemable
Preferred Stock
(Unaudited)                                  |                                    |  |                |   |              |   |             |   |            |  |            |   |               |   |              |   |         |  |       |   |        |   |    |   |  |   | (1,000  | ) |  |   |         |   |  |   |            |       |  |   | (1,000  | )    
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   |             |       |  |   |         |      
|Balance,
March 28, 2003(Unaudited)                                                   |                                    |  | 17              |   |              | $ | 1            |   |            |  | 18,952      |   |               | $ | 190           |   |         |  | 45,142 |   |        | $ | 452 |   |  | $ | 698,308 |   |  | $ | (312,298 | ) |  | $ | (29,955     | )     |  | $ | 356,698 |      
|                                                                                     |                                    |  |                 |   |              |   |              |   |            |  |             |   |               |   |               |   |         |  |        |   |        |   |     |   |  |   |         |   |  |   |          |   |  |   |             |       |  |   |         |      

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

5



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##### 



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

|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |         |         |         |  
|------------------------------------------------------------ | ----------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------- | ------ | ------------------------ | ------- | -------------- | ------- | ------- | ------- | -
|                                                             |                                                                               |                                                      |                                   |        | For the Six Months Ended
|                                                             |                                                                               |                                                      |                                   |        |                         
|                                                             |                                                                               |                                                      |                                   |        | March 28, 2003           |         | March 29, 2002
|                                                             |                                                                               |                                                      |                                   |        |                          |         |               
|                                                             |                                                                               |                                                      |                                   |        | (Unaudited)             
|Cash flows from operating activities:                        |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             | Net income                                                                    |                                                      | $                                 | 12,260 |                          |         | $              | 6,343   |        
|                                                             | Adjustments to reconcile net income to net cash used in operating activities: |                                                      |                                   |        |                          |         |                |         |        
|                                                             |                                                                               | Depreciation and amortization                        |                                   |        | 15,343                   |         |                |         | 15,948  |        
|                                                             |                                                                               | Gain on sale of fixed assets                         |                                   |        | (1,091                   | )       |                |         | (1,257  | )      
|                                                             |                                                                               | Deferred income taxes                                |                                   |        | 802                      |         |                |         | 593     |        
|                                                             |                                                                               | Provision (benefit) for minority interest subsidiary |                                   |        | (270                     | )       |                |         | 370     |        
|                                                             |                                                                               | Inventory write-down                                 |                                   |        | 8,352                    |         |                |         | 8,200   |        
|                                                             |                                                                               | Gain on sale of non-core business                    |                                   |        |                         |         |                |         | (4,018  | )      
|                                                             |                                                                               | Compensation expense for restricted stock            |                                   |        |                         |         |                |         | 2,600   |        
|                                                             |                                                                               | Other                                                |                                   |        | 1,388                    |         |                |         | 38      |        
|                                                             |                                                                               | Changes in assets and liabilities:                   |                                   |        |                          |         |                |         |         |        
|                                                             |                                                                               |                                                      | Accounts receivable               |        |                          | (34,168 | )              |         |         | (25,536 | )
|                                                             |                                                                               |                                                      | Inventories                       |        |                          | (279    | )              |         |         | (1,625  | )
|                                                             |                                                                               |                                                      | Prepaid expenses and other assets |        |                          | (5,640  | )              |         |         | (2,580  | )
|                                                             |                                                                               |                                                      | Current income taxes              |        |                          | 1,091   |                |         |         | 4,582   |  
|                                                             |                                                                               |                                                      | Accounts payable                  |        |                          | (7,937  | )              |         |         | (16,857 | )
|                                                             |                                                                               |                                                      | Other liabilities                 |        |                          | 1,746   |                |         |         | (1,624  | )
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             |                                                                               | Net cash used in operating activities                |                                   |        | (8,403                   | )       |                |         | (14,823 | )      
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|Cash flows from investing activities:                        |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             | Purchases of fixed and intangible assets                                      |                                                      |                                   | (5,826 | )                        |         |                | (5,796  | )      
|                                                             | Proceeds from disposition of assets                                           |                                                      |                                   | 7,613  |                          |         |                | 24,342  |        
|                                                             | Proceeds from sale of non-core business                                       |                                                      |                                   |       |                          |         |                | 17,551  |        
|                                                             | Other                                                                         |                                                      |                                   | 179    |                          |         |                | (554    | )      
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             |                                                                               | Net cash provided by investing activities            |                                   |        | 1,966                    |         |                |         | 35,543  |        
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|Cash flows from financing activities:                        |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             | Proceeds from long-term debt                                                  |                                                      |                                   | 596    |                          |         |                | 509     |        
|                                                             | Repayment of long-term debt                                                   |                                                      |                                   | (8,763 | )                        |         |                | (36,216 | )      
|                                                             | Net short-term borrowings                                                     |                                                      |                                   | 11,590 |                          |         |                | 19,996  |        
|                                                             | Other                                                                         |                                                      |                                   | 53     |                          |         |                |        |        
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|                                                             |                                                                               | Net cash provided by (used in) financing activities  |                                   |        | 3,476                    |         |                |         | (15,711 | )      
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|Effect of exchange rate changes on cash and cash equivalents |                                                                               |                                                      | 1,057                             |        |                          |         | 152            |        
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|Increase (decrease) in cash and cash equivalents             |                                                                               |                                                      | (1,904                            | )      |                          |         | 5,161          |        
|Cash and cash equivalents, beginning of period               |                                                                               |                                                      | 36,805                            |        |                          |         | 22,323         |        
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        
|Cash and cash equivalents, end of period                     |                                                                               | $                                                    | 34,901                            |        |                          | $       | 27,484         |        
|                                                             |                                                                               |                                                      |                                   |        |                          |         |                |        

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

6



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

Basis of Presentation

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

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

The unaudited consolidated financial statements included herein reflect all
adjustments, (consisting only of normal recurring adjustments), that the
Company considers necessary for a fair presentation of the results of
operations for the interim periods covered and of the financial condition of
the Company at the date of the interim balance sheet. The Companys business
is subject to seasonal fluctuation 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 28,        |       | March 29,
|                                    |                                              |   | 2003             |       | 2002     
|                                    |                                              |   |                  |       |          
|                                    |                                              |   | (Unaudited)     
|Cash paid for interest              |                                              | $ | 9,329            |       |           | $ | 11,469 |      
|Cash paid for income taxes          |                                              |   | 2,247            |       |           |   | 2,307  |      
|Supplemental non-cash transactions: |                                              |   |                  |       |           |   |        |      
|                                    | Class C Preferred Stock dividends            |   |                  |      |           |   |        | 5,927 | 
|                                    | Class B Redeemable Preferred Stock dividends |   |                  | 1,000 |           |   |        | 1,000 | 
|                                    | Additional capital contribution dividends    |   |                  |      |           |   |        | 2,303 | 

Effective January 2001, Class C Preferred Stock and additional capital
contribution accrue cash dividends at 10% per annum. The syndicated credit
facility, however, precludes the payment of cash dividends. These dividends
have not been accrued effective July 1, 2002 in accordance with
the exchange agreement, dated as of July 1, 2002, by and between
the Company and Savia (the Exchange Agreement), as further described in Note 2. As part of the Exchange
Agreement, Savia agreed to forego dividends on Class C Preferred Stock and
additional capital contributions effective July 1, 2002; however, such
dividends would be payable if the transactions contemplated by the Exchange
Agreement are not completed and the Exchange Agreement is terminated.

7



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##### 



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 to common stockholders by the average number of common shares
outstanding during each period. Net income (loss) available to common
stockholders represents reported net income (loss) less preferred and
additional capital contribution dividends. Diluted net income (loss) per
common share reflects the potential dilution that could occur if dilutive
securities and other contracts were exercised or converted into common stock or
resulted in the issuance of common stock. The following table provides a
reconciliation of net income (loss) 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 28,          |        | March 29,        |   | March 28, |        | March 29,
|                                                                      |                                                      |   | 2003               |        | 2002             |   | 2003      |        | 2002     
|                                                                      |                                                      |   |                    |        |                  |   |           |        |          
|                                                                      |                                                      |   | (Unaudited)        |        | (Unaudited)     
|Numerator for basic and diluted:                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|Net income                                                            |                                                      | $ | 24,040             |        |                  | $ | 25,654    |        |           | $ | 12,260 |        |  | $ | 6,343  |       
|Preferred stock dividends                                             |                                                      |   | (500               | )      |                  |   | (3,497    | )      |           |   | (1,000 | )      |  |   | (6,927 | )     
|Additional capital contribution dividends                             |                                                      |   |                   |        |                  |   | (1,164    | )      |           |   |       |        |  |   | (2,303 | )     
|Contingent dividends payable                                          |                                                      |   | (4,161             | )      |                  |   |          |        |           |   | (8,184 | )      |  |   |       |       
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|                                                                      | Net income (loss) available for common stockholders  |   | $                  | 19,379 |                  |   | $         | 20,993 |           |   | $      | 3,076  |  |   | $      | (2,887 | )
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|Denominator  shares:                                                 |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|                                                                      | Weighted average common shares outstanding (basic)   |   |                    | 64,094 |                  |   |           | 62,062 |           |   |        | 64,090 |  |   |        | 61,056 |  
|                                                                      | Add: potential common shares:                        |   |                    | 2,161  |                  |   |           | 887    |           |   |        | 1,080  |  |   |        |       |  
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|                                                                      | Weighted average common shares outstanding (diluted) |   |                    | 66,255 |                  |   |           | 62,949 |           |   |        | 65,170 |  |   |        | 61,056 |  
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|Net income (loss) available for common stockholders
per common share: |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|                                                                      | Basic                                                |   | $                  | 0.30   |                  |   | $         | 0.34   |           |   | $      | 0.05   |  |   | $      | (0.05  | )
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       
|                                                                      | Diluted                                              |   | $                  | 0.29   |                  |   | $         | 0.33   |           |   | $      | 0.05   |  |   | $      | (0.05  | )
|                                                                      |                                                      |   |                    |        |                  |   |           |        |           |   |        |        |  |   |        |       

A total of 0.3 million potential shares from options were excluded from the
computation of diluted earnings per share for the three and six months ended
March 28, 2003 due to their antidilutive effect. A total of 1.0 million and 1.9
million of potential shares from options were excluded from the computation of
diluted earning per share for the three and six months ended March 29, 2002,
respectively, due to their antidilutive effect.

Contingently payable dividends represent dividends that may potentially be
payable to Savia if the Exchange Agreement described in Note 2 is not
consummated. As part of the Exchange Agreement, Savia agreed to forego
dividends on Class C Preferred Stock and additional capital contributions
effective July 1, 2002; however, such dividends would be payable if the
transactions contemplated by the Exchange Agreement are not completed and the
Exchange Agreement is terminated. These dividends have not been accrued but
are included in the calculation of earnings per share.

Recent Accounting Pronouncements

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

In May 2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical
Corrections. Among other things, SFAS No. 145 rescinds various pronouncements
regarding extinguishment of debt and allows extraordinary accounting treatment
for early extinguishment only when the provisions of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and
Infrequent Occurring Events and Transactions are met. SFAS No. 145 provisions
regarding early extinguishment of debt are generally effective for fiscal years
beginning after May 15, 2002. Accordingly, SFAS No. 145 was adopted by the
Company on October 1, 2002. Such adoption did not have an impact on our
business, consolidated financial position, results of operations or cash flow.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. SFAS No.
146 supersedes previous accounting guidance, principally Emerging Issues Task
Force Issue No. 94-

8



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##### 



3, Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a
Restructuring).

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

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

On November 25, 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees of Indebtedness of Others, Including Indirect Guarantees of
Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107
and Rescission of FASB Interpretation No. 34. FIN 45 clarifies the
requirements of FASB Statement No. 5, Accounting for Contingencies, relating to
the guarantors accounting for and disclosure of, the issuance of certain types
of guarantees. The disclosure provisions of the Interpretation are effective
for financial statements of interim or annual periods that end after December
15, 2002. Accordingly, the Company adopted FIN 45 during the quarter ended
December 27, 2002. The company has no guarantees which would require
disclosure under FIN 45.

In January 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No.
123. SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. It also requires disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 is
effective for annual and interim periods beginning after December 15, 2002. As
we have elected not to change to the fair value based method of accounting for
stock-based employee compensation, the adoption of SFAS No. 148 will not have
an impact upon our financial condition or results of operations.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities  an Interpretation of ARB No. 51. The
Interpretation clarifies the application of Accounting Research Bulletin No.51,
Consolidated Financial Statements, to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The provisions of this Interpretation are
effective for all enterprises with variable interests in variable interest
entities created after January 31, 2003. The adoption of this Interpretation
did not have a significant impact on the Companys financial results.

Note 2  Liquidity

As of September 30, 2000, we were not in compliance with certain covenants of
our existing 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 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 syndicated 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.

On May 31, 2001, our lenders agreed with the financial plan that we submitted
and agreed to restructure our existing syndicated credit facility. Upon receipt
of the amended syndicated credit facility, 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 syndicated 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. Interim principal obligations under the amendment included $16.0
million due in the fourth quarter of fiscal year 2001, $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. All remaining amounts were
due in the first quarter of fiscal year 2003.

9



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##### 



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 make the scheduled $19.0 million payment on
the syndicated credit facility 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 existing syndicated credit facility in January 2002 and utilized our
operating cash flow to pay the remaining $18.0 million in June 2002.

We met all required principal and interest payments during fiscal years 2002
and 2001 and were in compliance with all of our financial covenants under the
amended syndicated credit facility at September 30, 2002. In October 2002, we
paid an additional $5.0 million of principal as required by the amended
syndicated credit facility; however, as of December 31, 2002, we had not
completed a refinancing transaction in order to pay the remaining balance of
$224.7 million. The lenders agreed to temporarily extend the term of the
syndicated credit facility and in January 2003, a formal amendment was
executed. Among other things, the amendment extended the final maturity of the
syndicated credit facility from the previously agreed on date of December 31,
2002 to December 31, 2003, revised principal payment dates under the term loan,
instituted a new grid pricing formula to determine interest on borrowings and
revised covenant obligations. Interim principal obligations under the amendment
included $3.0 million and $9.5 million due in the third and fourth quarters of
fiscal year 2003, respectively. The remaining outstanding amount totaling
$212.2 million will be due in the first quarter of fiscal year 2004. We met
all required principal and interest payments during the first six
months of fiscal
year 2003 and were in compliance with all of our financial covenants at
March 28, 2003 under the newly extended amendment. As all remaining amounts under the
amended syndicated credit facility are due within one year, the $223.3 million
of outstanding borrowings under the syndicated credit facility have been
classified as a current liability as of March 28, 2003.

Although not impacting current liquidity, the Company entered into the Exchange
Agreement to exchange all of its outstanding Seminis Class C Preferred Stock
(including accrued PIK dividends) having a principal value of $120.2 million,
additional capital contributions (including accrued PIK dividends) of $46.7
million and accrued and unpaid cash dividends of $10.0 million into 37.7
million shares of Seminis Class A common stock. The remaining accrued and
unpaid cash dividends on the Class C Preferred Stock of $15.0 million will
remain due and payable and will be paid in cash by the Company in accordance
with the terms of the Exchange Agreement. On July 3, 2002, the Company
received an opinion from UBS Warburg that, as of such date, the number of
shares of Class A common stock to be received by Savia in the exchange was fair
from a financial point of view to the holders of the Companys Class A common
stock and Class B common stock (in each case other than Savia and its
affiliates and other than holders of the Companys Class B common stock that
also hold shares of the Companys Class B Redeemable preferred stock). The
Exchange Agreement was approved by the Companys Board of Directors on July 3,
2002 and was approved by our stockholders on September 26, 2002. Although the
Exchange Agreement was approved by the stockholders at the 2002 Annual Meeting,
it is subject to customary closing conditions and approvals by creditors of
Savia and the Company. At this time, all of the closing conditions and
approvals have not been satisfied and therefore, the exchange has not been
consummated. The Company may not complete all of the transactions contemplated
under the Exchange Agreement until the conditions and approvals are obtained or
waived, including the payment by the Company of the accrued and unpaid
dividends on the Class B preferred stock and the consent of the lenders under
the Companys syndicated credit facility.

In December 2002, Savia, Seminis majority stockholder, announced that it
signed a letter of intent with Fox Paine & Company, LLC, a San Francisco based
private equity firm, under which an acquisition company would be formed to
acquire all the outstanding shares of Seminis common stock. The consummation
of the proposed transaction would require the Companys existing credit
facility to be refinanced. It is anticipated that the proposed transaction
would be funded, in part, by financing arranged by the newly-formed acquisition
company. The proposed transaction is subject to certain conditions, including,
among other things, the negotiation of definitive agreements and approval of the
Seminis Board of Directors and stockholders. In response to the proposed
transaction, Seminis formed a special committee of independent members of its
Board of Directors on December 18, 2002 to, among other things, evaluate the
proposed transaction and its fairness to the holders of Seminis common stock
unaffiliated with Fox Paine or Savia and make a recommendation regarding the
proposed transaction to the entire Seminis Board of Directors at the
appropriate time. In April 2003, Savia announced that its shareholders
approved the sale of Savia-owned Seminis shares as contemplated by the proposed
transaction. While negotiations are proceeding, there can be no assurances
that the proposed transaction will be approved by the Seminis special committee
or Board of Directors, or that any transaction will be consummated.

Whereas we have met our obligations as well as covenant requirements under the
amended credit facility through March 28, 2003, we must successfully execute a
refinancing plan prior to December 31, 2003 in order to meet the final maturity
of the facility. We will continue to pursue a refinancing plan, which may
include negotiation of a new credit facility and/or placement of new debt
securities; however, there can be no assurances that we will be able to
successfully complete the refinancing. Additionally, as discussed above, there
can be no assurances that the proposed transaction with Fox Paine and Savia
will be consummated. Failure to comply with existing covenants, which would
make the syndicated credit facility callable, or our inability to obtain
adequate financing with terms satisfactory to Seminis prior to December 31,
2003 could have a material adverse impact on our business, results of
operations or financial condition.

10



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##### 



Note 3  Inventories

Inventories consist of the following:

|                               |  |                |         |                    |  |   |         | 
|------------------------------ |  | -------------- | ------- | ------------------ |  | - | ------- | 
|                               |  | March 28, 2003 |         | September 30, 2002
|                               |  | (Unaudited)    |         |                   
|Seed                           |  | $              | 238,196 |                    |  | $ | 238,448 | 
|Unharvested crop growing costs |  |                | 24,909  |                    |  |   | 27,199  | 
|Supplies                       |  |                | 8,069   |                    |  |   | 6,880   | 
|                               |  |                |         |                    |  |   |         | 
|                               |  | $              | 271,174 |                    |  | $ | 272,527 | 
|                               |  |                |         |                    |  |   |         | 

Note 4  Goodwill

Changes in the net carrying amount of goodwill for the period ended March 28,
2003, are as follows:

|                                              |                                                 |   |        |     | 
|--------------------------------------------- | ----------------------------------------------- | - | ------ | --- | 
|                                              |                                                 |   | Amount
|                                              |                                                 |   |       
|Balance as of September 30, 2002              |                                                 | $ | 98,931 |    
|                                              | Goodwill
acquired during the period (unaudited) |   |        | 304 | 
|                                              | Impairment losses (unaudited)                   |   |        |    | 
|Translation adjustments and other (unaudited) |                                                 |   | (1,657 | )  
|                                              |                                                 |   |        |    
|Balance as of March 28, 2003 (unaudited)      |                                                 | $ | 97,578 |    
|                                              |                                                 |   |        |    

Note 5  Intangibles

The following table sets forth the Companys intangible assets, at March 28,
2003 and September 30, 2002, which continue to be amortized:

|                             |  |                 |         |              |  |                 |         |                 |  |              |        |                 |  |   |         |                    |  |   |         |  |  |   |        | 
|---------------------------- |  | --------------- | ------- | ------------ |  | --------------- | ------- | --------------- |  | ------------ | ------ | --------------- |  | - | ------- | ------------------ |  | - | ------- |  |  | - | ------ | 
|                             |  |                 |         |              |  | March 28, 2003  |         |                 |  |              |        |                 |  |   |         | September 30, 2002 |  |   |         | 
|                             |  |                 |         |             
|                             |  | Gross           |         | Accumulated  |  | Net             |         | Gross           |  | Accumulated  |        | Net            
|                             |  | Carrying Amount |         | Amortization |  | Carrying Amount |         | Carrying Amount |  | Amortization |        | Carrying Amount
|                             |  |                 |         |              |  |                 |         |                 |  |              |        |                
|                             |  | (Unaudited)     |         | (Unaudited)  |  | (Unaudited)     |         |                 |  |              |        |                
|Amortized intangible
assets: |  |                 |         |              |  |                 |         |                 |  |              |        |                 |  |   |         |                    |  |   |         |  |  |   |        | 
|Germplasm                    |  | $               | 99,662  |              |  | $               | 73,901  |                 |  | $            | 25,761 |                 |  | $ | 99,844  |                    |  | $ | 71,431  |  |  | $ | 28,413 | 
|Software Costs               |  |                 | 35,648  |              |  |                 | 23,931  |                 |  |              | 11,717 |                 |  |   | 33,922  |                    |  |   | 20,697  |  |  |   | 13,225 | 
|Trademarks                   |  |                 | 14,900  |              |  |                 | 8,128   |                 |  |              | 6,772  |                 |  |   | 14,900  |                    |  |   | 7,772   |  |  |   | 7,128  | 
|Other intangibles            |  |                 | 26,813  |              |  |                 | 14,543  |                 |  |              | 12,270 |                 |  |   | 25,953  |                    |  |   | 12,847  |  |  |   | 13,106 | 
|                             |  |                 |         |              |  |                 |         |                 |  |              |        |                 |  |   |         |                    |  |   |         |  |  |   |        | 
|Total                        |  | $               | 177,023 |              |  | $               | 120,503 |                 |  | $            | 56,520 |                 |  | $ | 174,619 |                    |  | $ | 112,747 |  |  | $ | 61,872 | 
|                             |  |                 |         |              |  |                 |         |                 |  |              |        |                 |  |   |         |                    |  |   |         |  |  |   |        | 

Amortization expense on intangible assets was $3,966 and $4,144 for the three
months ended March 28, 2003 and March 29, 2002, respectively; and $7,893 and
$8,302 for the six months ended March 28, 2003 and March 29, 2002,
respectively. Based on current information, estimated amortization expense for
acquired intangible assets for this fiscal year, and for each of the next four
succeeding fiscal years, is expected to be approximately $15,756, $14,486,
$13,454, $12,646 and $12,023, respectively.

Note 6  Accrued Liabilities

Accrued liabilities consist of the following at March 28, 2003 and September
30, 2002:

|                                       |  |                |         |                    |  |   |        | 
|-------------------------------------- |  | -------------- | ------- | ------------------ |  | - | ------ | 
|                                       |  | March 28, 2003 |         | September 30, 2002
|                                       |  |                |         |                   
|                                       |  | (Unaudited)    |         |                   
|                                      
|                                      
|                                      
|Employee salaries and related benefits |  | $              | 45,857  |                    |  | $ | 44,754 | 
|Severance                              |  |                | 5,053   |                    |  |   | 3,269  | 
|Seedmens errors and omissions         |  |                | 5,449   |                    |  |   | 4,072  | 
|Interest                               |  |                | 3,234   |                    |  |   | 412    | 
|Savia dividends and interest payable   |  |                | 26,146  |                    |  |   | 25,383 | 
|Income taxes payable                   |  |                | 4,135   |                    |  |   | 3,236  | 
|Other                                  |  |                | 18,793  |                    |  |   | 17,498 | 
|                                       |  |                |         |                    |  |   |        | 
|                                       |  | $              | 108,667 |                    |  | $ | 98,624 | 
|                                       |  |                |         |                    |  |   |        | 

11



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##### 



Note 7  Stock-Based Compensation

The Company has a policy whereby all stock option grants are priced at fair
market value on the date of grant. Under the provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, the Company uses the intrinsic value
method of accounting for stock-based compensation in accordance with Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. Under the intrinsic value method, compensation cost is the excess,
if any, of the quoted market price of the stock at the grant date or other
measurement date over the amount an employee must pay to acquire the stock.

In accordance with the disclosure provisions of SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosures, the following table
reflects pro forma net income and earnings per share had the Company elected to
adopt the fair value approach of SFAS No. 123:

|                                                                                  |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ |  | -------------- | ------ | ------------- |  | - | ----- | - |  | - | ------ | -
|                                                                                  |  | For The Three Months Ended |        | For The Six Months Ended
|                                                                                  |  |                            |        |                         
|                                                                                  |  | March 28, 2003             |        | March 29, 2002           |  | March 28, 2003 |        | March 29,2002
|                                                                                  |  |                            |        |                          |  |                |        |              
|                                                                                  |  | (Unaudited)                |        | (Unaudited)             
|Net income (loss) available for
common stockholders, as
reported                  |  | $                          | 19,379 |                          |  | $              | 20,993 |               |  | $ | 3,076 |   |  | $ | (2,887 | )
|Compensation expense, net of tax                                                  |  |                            | (187   | )                        |  |                | (161   | )             |  |   | (375  | ) |  |   | (321   | )
|                                                                                  |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|Pro forma net income (loss)
available for common
stockholders                     |  | $                          | 19,192 |                          |  | $              | 20,832 |               |  | $ | 2,701 |   |  | $ | (3,208 | )
|                                                                                  |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|Net income (loss) available for
common stockholders per common
share as reported: |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|Basic                                                                             |  | $                          | 0.30   |                          |  | $              | 0.34   |               |  | $ | 0.05  |   |  | $ | (0.05  | )
|Diluted                                                                           |  | $                          | 0.29   |                          |  | $              | 0.33   |               |  | $ | 0.05  |   |  | $ | (0.05  | )
|                                                                                  |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|Pro forma net income (loss)
available for common
stockholders per common share:   |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  
|Basic                                                                             |  | $                          | 0.30   |                          |  | $              | 0.34   |               |  | $ | 0.04  |   |  | $ | (0.05  | )
|Diluted                                                                           |  | $                          | 0.29   |                          |  | $              | 0.33   |               |  | $ | 0.04  |   |  | $ | (0.05  | )
|                                                                                  |  |                            |        |                          |  |                |        |               |  |   |       |   |  |   |        |  

Note 8  Contingencies

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.

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

In early 2000, we filed a suit against Dietrich Schmidt, the former president
of Seminis and the current president of United Genetics, a competitor of ours,
United Genetics and two former Seminis breeders, Ken Owen and Wei Ouyang, for
trade secret misappropriation and breach of contract. Schmidt filed a
counterclaim for defamation against us. We were unsuccessful on our claims for
trade secret misappropriation and breach of contract and Schmidt was successful
on his counterclaim with the court awarding him $1 in nominal damages. The
court subsequently awarded Schmidt, Owen and Ouyang their attorneys fees. We
have appealed certain aspects of the judgement, including the fee award. The
appeal is still pending and is not expected to be decided until late 2003.

On December 17, 2002 and January 4, 2003, five purported class action lawsuits
were filed relating to the proposed transaction under which Fox Paine &
Company, LLC, a San Francisco based private equity firm and certain
Savia-related parties would acquire all of the outstanding shares of
Seminis.
Four of these actions  Garry Firth v. Alfonso Romo Garza, et al., Civil Action
No. 20085, Boris Pozniak v. Alfonso Romo Garza, et al., Civil Action No. 20097,
Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 and Haven
Capital Management v. Seminis, Inc., et al., Civil Action No. 20140-NC were
filed in the Delaware Court of Chancery (New Castle, County), while the fifth,
Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California
Superior Court (Ventura County). The Firth, Pozniak, Herranz and Haven
complaints name as defendants Savia and Seminis, along with Seminis directors.

12



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##### 



The Rosales complaint names as a defendant Seminis and its directors. All five
complaints purport to be brought on behalf of Seminis common stockholders or
their successors. The four complaints filed in Delaware have been consolidated
into one action. All five complaints allege that the above-described
transaction, if consummated, would provide insufficient consideration to
Seminis common stockholders and allege that the defendants breached their
fiduciary duties in connection with the transaction. The complaints seek a
preliminary and permanent injunction to enjoin the transaction and, in the
event the transaction is consummated, rescission and damages. The defendants
will vigorously defend these actions.

13



---



##### 



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, including the notes thereto, appearing
elsewhere herein. The following discussion and analysis contains certain
forward-looking statements, which are subject to certain risks, uncertainties
and contingencies, including, without limitation, those set forth below, which
could cause Seminis actual business, results of operations or financial
condition to differ materially from those expressed in or implied by, such
statements.

RISK FACTORS

Readers should be aware that there are various risk factors including, but not
limited to, those set forth below:



| |  |  | As of December 31, 2002, we had not completed a refinancing
transaction in order to pay the remaining balance of our syndicated
credit facility totaling $224.7 million. The lenders agreed to
temporarily extend the term of the syndicated credit facility and in
January 2003, a formal amendment was executed. Among other things, the
amendment extended the final maturity of the syndicated credit facility
from the previously agreed upon date of December 31, 2002 to December 31,
2003, revised principal payment dates under the term loan, instituted a
new grid pricing formula to determine interest on borrowings and revised
covenant obligations. Interim principal obligations under the amendment
included $3.0 million and $9.5 million due in the third and fourth
quarters of fiscal year 2003, respectively. The remaining outstanding
amount totaling $212.2 million will be due in the first quarter of
fiscal year 2004. Whereas we have met our obligations as well as
covenant requirements under the amended syndicated credit facility
through March 28, 2003, we must successfully execute a refinancing
plan prior to December 31, 2003 in order to meet the final maturity of
the facility. We will continue to pursue a refinancing plan, which may
include negotiation of a new syndicated credit facility and/or placement
of new debt securities; however, there can be no assurances that we will
be able to successfully complete the refinancing. Additionally, there
can be no assurances that the proposed transaction with Savia and Fox
Paine will be consummated. 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, 2003
could have a material adverse impact on our business, results of
operations or financial condition.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company is currently restricted from any additional borrowings
under the syndicated credit facility. As of November 2000, Savia,
Seminis parent company, suspended advancing funds to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | Savia owns approximately 63.4% of the Companys outstanding common
stock and controls 78.9% of the vote of its common stock. Accordingly,
Savia controls the Company and has the power to approve all actions
requiring the approval of our stockholders, including the power to elect
all of its directors. Therefore, Savia effectively controls our
management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | A new management team has been in place since August 2000. The
Companys ability to generate operating profits and cash flows will be
dependent on their successful implementation of the Companys strategic
initiatives including, but not limited to the Global Restructuring and
Optimization Plan (as described below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  |  | The Company continues to invest in research and development in order
to enable us to identify and develop new products to meet consumer
demands. In fiscal year 2002, our investment in research and
development represented 9.8% of net sales. Despite investments in this
area, our research and development may not result in the discovery or
successful development of new products, which will be accepted by our
customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | The Company may have the inability to protect its intellectual
property due to the uncertainty of litigation and the ineffectiveness of
the laws in some of the countries that the Company currently has
operations, which could have a material adverse effect on our business,
results of operations or financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | A change in U.S. law protecting plant patents could take away patent
protection for the Companys patented seeds, which could have a material
adverse effect on our business, results of operations or financial
condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | The Company faces substantial competition due to technological
advances by competitors such as other seed companies, pharmaceutical and
chemical companies and biotechnology companies. Many of these companies
have substantially greater resources than the Company. If a competitor
introduces a competitively successful product, it could take years to
develop a competitive seed variety, which could have a material adverse
effect on our business, results of operations or financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | The Companys failure to accurately forecast and manage
inventory could result in an unexpected shortfall or surplus of seeds,
which could have a material adverse effect on our business, results of
operations or financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  |  | Extreme weather conditions, disease and pests can materially and
adversely affect the quality and quantity of seeds produced. There can
be no assurance that these factors will not affect a substantial portion
of the Companys production in any year and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

14



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##### 





| |   |  | have a material adverse effect on our business, results of operations or
financial condition.                                                                                                                                                                       
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Defective seeds could result in warranty claims and negative
publicity and the insurance covering warranty claims may become
unavailable or be inadequate, which could have a material adverse effect
on our business, results of operations or financial condition.

OVERVIEW

Seminis is the leading worldwide developer, producer and marketer of vegetable
and fruit seeds. We produce more than 60 species and 4,000 vegetable and fruit
seed products (which do not include tree and citrus fruits). We market our
seeds through four full-line brands  Seminis, Asgrow, Petoseed and Royal Sluis
 and five specialty and regional brands. We have established a worldwide
presence and global distribution system. We market seeds in over 150
countries, have 48 research and development facilities in 17 countries and
territories and production sites in over 25 countries, which allows us to
remain close to local markets around the world, adapt our products to any
microclimate and meet the preferences of local consumers.

Seminis was formed in 1994 to consolidate various industry-leading vegetable
and fruit seed brands into one consumer-oriented producer and marketer of
vegetable and fruit seeds. Our core business was created through the
acquisition of the Asgrow seed business in December 1994 and the subsequent
combination of the Asgrow business with the Petoseed and Royal Sluis seed
businesses in October 1995. Since our formation, we have been at the forefront
of the consolidation of the vegetable and fruit seed industry and have
completed ten acquisitions.

Our rapid growth through acquisitions created a highly complex operation that
impacted our results. An increasing level of inventory as well as production
and quality assurance difficulties were the primary operating problems that
resulted in us experiencing severe financial difficulties over the past several
years.

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. 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 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
Restructuring and 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 was primarily related to severance and related
costs resulting from an additional planned 250-employee reduction worldwide in
both operational and administrative groups. In fiscal year 2001, 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

15



---



##### 



Restructuring and Optimization Plan.

The remaining components of the restructuring accruals are as follows:

|                               |  |         |      |          |  |           |       |            |  |            |      |           |  |            |      |            |  |           |       |             |  |             |      |            |  |   |   |  |  |   |      |   |  |   |     |  |  |   |      |   |  |   |     | 
|------------------------------ |  | ------- | ---- | -------- |  | --------- | ----- | ---------- |  | ---------- | ---- | --------- |  | ---------- | ---- | ---------- |  | --------- | ----- | ----------- |  | ----------- | ---- | ---------- |  | - | - |  |  | - | ---- | - |  | - | --- |  |  | - | ---- | - |  | - | --- | 
|                               |  |         |      |          |  | Amounts   |       | Balance at |  | Additional |      | Amounts   |  | Balance at |      | Additional |  | Amounts   |       | Balance at  |  | Amounts     |      | Balance at
|                               |  | Charges |      | Incurred |  | Sept. 30, |       | Charges    |  | Incurred   |      | Sept. 30, |  | Charges    |      | Incurred   |  | Sept. 30, |       | Incurred    |  | Mar 28,    
|                               |  | 2000    |      | 2000     |  | 2000      |       | 2001       |  | 2001       |      | 2001      |  | 2002       |      | 2002       |  | 2002      |       | 2003        |  | 2003       
|                               |  |         |      |          |  |           |       |            |  |            |      |           |  |            |      |            |  |           |       |             |  |            
|                               |  |         |      |          |  |           |       |            |  |            |      |           |  |            |      |            |  |           |       | (Unaudited) |  | (Unaudited)
|Severance and
related expenses |  | $       | 14.0 |          |  | $         | (1.8  | )          |  | $          | 12.2 |           |  | $          | 12.0 |            |  | $         | (12.3 | )           |  | $           | 11.9 |            |  | $ |  |  |  | $ | (8.6 | ) |  | $ | 3.3 |  |  | $ | (2.6 | ) |  | $ | 0.7 | 
|Inventory write-downs          |  |         | 18.4 |          |  |           | (18.4 | )          |  |            |     |           |  |            | 58.2 |            |  |           | (58.2 | )           |  |             |     |            |  |   |  |  |  |   |     |   |  |   |    |  |  |   |     |   |  |   |    | 
|Other                          |  |         | 2.0  |          |  |           | (2.0  | )          |  |            |     |           |  |            |     |            |  |           |      |             |  |             |     |            |  |   |  |  |  |   |     |   |  |   |    |  |  |   |     |   |  |   |    | 
|                               |  |         |      |          |  |           |       |            |  |            |      |           |  |            |      |            |  |           |       |             |  |             |      |            |  |   |   |  |  |   |      |   |  |   |     |  |  |   |      |   |  |   |     | 
|Total                          |  | $       | 34.4 |          |  | $         | (22.2 | )          |  | $          | 12.2 |           |  | $          | 70.2 |            |  | $         | (70.5 | )           |  | $           | 11.9 |            |  | $ |  |  |  | $ | (8.6 | ) |  | $ | 3.3 |  |  | $ | (2.6 | ) |  | $ | 0.7 | 
|                               |  |         |      |          |  |           |       |            |  |            |      |           |  |            |      |            |  |           |       |             |  |             |      |            |  |   |   |  |  |   |      |   |  |   |     |  |  |   |      |   |  |   |     | 

To date, there have been no material adjustments to amounts accrued under the
plan. The remaining $0.7 million reserve balance is expected to be utilized in
fiscal year 2003.

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 28,          |       | March 29,        |  | March 28, |       | March 29,
|                                             |  | 2003               |       | 2002             |  | 2003      |       | 2002     
|                                             |  |                    |       |                  |  |           |       |          
|                                             |  | (Unaudited)        |       | (Unaudited)     
|                                            
|Net sales                                    |  |                    | 100.0 | %                |  |           | 100.0 | %         |  |  | 100.0 | % |  |  | 100.0 | %
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Gross profit                                 |  |                    | 63.5  |                  |  |           | 62.9  |           |  |  | 63.2  |   |  |  | 62.7  |  
|Research and development expenses            |  |                    | 6.9   |                  |  |           | 6.3   |           |  |  | 9.3   |   |  |  | 9.2   |  
|Selling, general and administrative expenses |  |                    | 30.6  |                  |  |           | 29.3  |           |  |  | 38.1  |   |  |  | 38.1  |  
|Amortization of intangible assets            |  |                    | 2.5   |                  |  |           | 2.7   |           |  |  | 3.3   |   |  |  | 3.6   |  
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Total operating expenses                     |  |                    | 40.0  |                  |  |           | 38.3  |           |  |  | 50.7  |   |  |  | 50.9  |  
|Gain on sale of assets                       |  |                    | 1.0   |                  |  |           | 2.8   |           |  |  | 0.4   |   |  |  | 2.2   |  
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Income from operations                       |  |                    | 24.5  |                  |  |           | 27.4  |           |  |  | 12.9  |   |  |  | 14.0  |  
|Interest expense, net                        |  |                    | (5.3  | )                |  |           | (4.6  | )         |  |  | (6.3  | ) |  |  | (6.1  | )
|Other
non-operating income (expense), net    |  |                    | 0.3   |                  |  |           | (2.0  | )         |  |  | 0.2   |   |  |  | (2.0  | )
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Income before income taxes                   |  |                    | 19.5  |                  |  |           | 20.8  |           |  |  | 6.8   |   |  |  | 5.9   |  
|Income tax expense                           |  |                    | (4.4  | )                |  |           | (4.1  | )         |  |  | (1.7  | ) |  |  | (3.2  | )
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  
|Net income                                   |  |                    | 15.1  | %                |  |           | 16.7  | %         |  |  | 5.1   | % |  |  | 2.7   | %
|                                             |  |                    |       |                  |  |           |       |           |  |  |       |   |  |  |       |  

16



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##### 



Six months ended March 28, 2003 compared with six months ended March 29, 2002

Net sales

Net sales increased 3.1% to $239.6 million for the six months ended March 28,
2003 from $232.4 million for the same period ended March 29, 2002. The result
was primarily due to $11.1 million of favorable currency fluctuations relating
to the strengthening of the Euro and South Korean Won versus the U.S. Dollar
during the six months ended March 28, 2003, compared to the same period in the
prior fiscal year, offset by $2.0 million from the divestiture of a non-core
business in January 2002. In constant dollars, stated at monthly average
exchange rates of fiscal year 2002, and excluding the sales of the divested and
phased out non-core businesses, sales would have decreased 0.8%. Despite a
general seed price increase in all the regions, sales were affected
by a volume
decrease. This decrease was primarily due to weaker sales in the Far East that
were attributable to a reduction of acreage for hot pepper varieties and demand
for watermelon varieties. 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 3.9% to $151.4 million for the six months ended March
28, 2003 from $145.6 million for the six months ended March 29, 2002. Gross
margin increased to 63.2% for the six months ended March 28, 2003 from 62.7%
for the six months ended March 29, 2002. The increase was primarily due to
general seed price increases in all regions as well as an improved product mix.

Research and Development Expenses

Research and development expenses increased 4.0% to $22.4 million for the six
months ended March 28, 2003 from $21.5 million for the six months ended March
29, 2002. The increase was primarily due to the currency fluctuation impact on
research and development expenses denominated in the Euro and South Korean Won.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 3.2% to $91.3 million
for the six months ended March 28, 2003 from $88.5 million for the six months
ended March 29, 2002. The increase was primarily attributable to an accrual of
$4.4 million related to an executive severance package, the incurrence of $1.2
million of legal and financial advisory expenses related to the proposed
transaction and currency fluctuation impact during this fiscal year. Such
increases were partially offset by $2.9 million of expenses related to a
divested non-core business, $2.6 million of restricted stock award expenses and
$0.8 million of consulting fees related to restructuring during the same period
last fiscal year.

Amortization of Intangible Assets

Amortization of intangible assets decreased 4.9% to $7.9 million for the six
months ended March 28, 2003 from $8.3 million for the six months ended March
29, 2002. The decrease was primarily due to the effect of latter stages of
accelerated amortization of intangible assets related to purchase accounting.
The decrease was partially offset by the currency impact from the fluctuation
of the South Korean Won on South Korean based intangible assets.

Gain on Sale of Assets

The gain on sale of assets of $1.1 million for the six months ended March 28,
2003 was primarily from the sale of certain South Korean assets, a Salinas,
California property and a company owned house. The gain on sale of assets of
$5.3 million for the six months ended March 29, 2002 was primarily from the
sale of a non-core business and asset sales of our South Korean subsidiary.

Interest Expense, Net

Interest expense, net, increased 5.9% to $14.9 million for the six months ended
March 28, 2003 from $14.1 million for the six months ended March 29, 2002. The
increase was primarily due to amortization of increased deferred financing fees
and higher interest rates resulting from the amendment of the Companys
syndicated credit facility in January 2003, offset by the effect of lower
average debt balances.

17



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##### 



Other Non-Operating Income (expense), Net

We had other non-operating income, including foreign currency gain (loss), net,
of $0.5 million for the six months ended March 28, 2003 as compared to other
non-operating expense, net, of $4.7 million for the six months ended March 29,
2002. Other non-operating income, net, for the six months ended March 28, 2003
primarily consists of non-operating gains from subsidiaries in South Korea and
Chile. Other non-operating expense, net, for the six months ended March 29,
2002 primarily consists of foreign currency losses of $4.3 million resulting
from currency fluctuations in South America and a United States Dollar
denominated loan in the Netherlands.

Income Tax Expense

Income tax expense was $4.1 million for the six months ended March 28, 2003
compared to income tax expense of $7.5 million for the six months ended March
29, 2002. The change in the effective tax rate during the first six months of
fiscal year 2003 compared to the same period in the prior year was primarily
due to the mix of worldwide income. The decrease was also due to a change in
the effective tax rates for the current period compared to the same period of
the prior year resulting from taxable income generated in
jurisdictions with net
operating loss carryforwards for which no benefits were previously recorded.

Three months ended March 28,
2003 compared with three months ended March 29, 2002

Net sales

Net sales increased 4.4% to $159.0 million for the three months ended March 28,
2003 from $152.3 million for the same period ended March 29, 2002. The result
was primarily due to $10.3 million of favorable currency fluctuations relating
to the strengthening of the Euro and South Korean Won versus the U.S. Dollar
during the three months ended March 28, 2003, compared to the same period in
the prior fiscal year. In constant dollars, stated at monthly average exchange
rates of fiscal year 2002, and excluding the phased out non-core business,
sales would have decreased 2.3%. Despite a general seed price increase in all
the regions, sales were affected by a volume decrease. This decrease was
primarily due to weaker sales in the Far East that were attributable
to a reduction of acreage for hot pepper varieties and demand for watermelon
varieties. 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 5.4% to $101.0 million for the three months ended March
28, 2003 from $95.9 million for the three months ended March 29, 2002. Gross
margin increased to 63.5% for the three months ended March 28, 2003 from 62.9%
for the three months ended March 29, 2002. The increase was primarily due to
general seed price increases in all regions as well as an improved product mix.

Research and Development Expenses

Research and development expenses increased 14.0% to $11.0 million for the
three months ended March 28, 2003 from $9.6 million for the three months ended
March 29, 2002. The increase was primarily due to the currency fluctuation
impact on research and development expenses denominated in the Euro
and South Korean
Won.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 9.0% to $48.6 million
for the three months ended March 28, 2003 from $44.6 million for the three
months ended March 29, 2002. The increase was primarily attributable to an
accrual of $4.4 million related to an executive severance package, the
incurrence of $1.2 million of legal and financial advisory expenses related to
the proposed transaction and currency fluctuation impact during this fiscal
year. Such increases were partially offset by $1.3 million of restricted stock
award expenses and $0.5 million of consulting fees related to restructuring
during the same period last fiscal year.

18



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##### 



Amortization of Intangible Assets

Amortization of intangible assets
decreased 4.3% to $4.0 million for the three
months ended March 28, 2003 from $4.1 million for the three months ended March
29, 2002. The decrease was primarily due to the effect of latter stages of
accelerated amortization of intangible assets related to purchase accounting.
The decrease was partially offset by the currency impact from the fluctuation
of the South Korean Won on South Korean based intangible assets.

Gain on Sale of Assets

The gain on sale of assets of $1.5 million for the three months ended March 28,
2003 was primarily from the sale of certain South Korean assets, a Salinas,
California property and a company owned house, compared to a gain on sale of
assets of $4.4 million for the three months ended March 29, 2002 primarily from
the sale of a non-core business and fixed asset sales from subsidiaries in the
U.S. and South Korea.

Interest Expense, Net

Interest expense, net, increased 21.8% to $8.4 million for the three months
ended March 28, 2003 from $6.9 million for the three months ended March 29,
2002. The increase was primarily due to amortization of increased deferred
financing fees and higher interest rates resulting from the amendment of the
Companys syndicated credit facility in January 2003, offset by the effect of
lower average debt balances.

Other Non-Operating Income (Expense), Net

Seminis had other non-operating income, including foreign currency gain (loss),
net, of $0.5 million for the three months ended March 28, 2003 as compared to
other non-operating expense, net, of $3.1 million for the three months ended
March 29, 2002. Other non-operating income, net, for the three months ended
March 28, 2003 primarily consists of an approximate $0.2 million gain from
foreign currency resulting from currency fluctuations of a United States Dollar
denominated loan in the Netherlands and $0.3 million of non-operating gains
from subsidiaries in Chile and South Korea. Other non-operating expense, net,
for the three months ended March 29, 2002 primarily consists of foreign
currency losses of $3.3 million resulting from currency devaluations in South
America and a United States Dollar denominated loan in the Netherlands, offset
by $0.2 million of non-operating gains from several subsidiaries.

Income Tax Expense

Income tax expense increased 13.5% to $7.0 million for the three months ended
March 28, 2003 from $6.2 million for the three months ended March 29, 2002. The
change in the effective tax rate during the second quarter of fiscal year
2003 compared to the same period in the prior year was primarily due to the mix
of worldwide income.

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 2002
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.

Liquidity and Capital Resources

Cash flows from operations

Operating activities utilized $8.4 million in cash flow during the first six
months of fiscal year 2003 compared to $14.8 million utilized during the same
period in the prior fiscal year. When compared to the corresponding period in
the prior year, the improvement in cash utilization was primarily
due to the increase in net income, a reduction in the payment of accounts
payable and accrued liabilities, offset by increases in accounts receivable and
prepaids.

19



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Cash flows from investments

Investing activities provided $2.0 million in cash flow during the first six
months of fiscal year 2003 compared to $35.5 million in the same period in the
prior fiscal year. The variance is primarily due to $17.6 million of proceeds
from the sale of a non-core business and $24.3 million of proceeds from the
disposition of assets primarily related to an office building in Seoul during last fiscal
year. Capital expenditures remained consistent between the two fiscal periods.

Cash flows from financing

Our total indebtedness as of March 28, 2003 was $283.1 million, of which $223.3
million were borrowings under our existing syndicated credit facility. We had
$13.0 million, $10.8 million, $6.9 million and $24.0 million of borrowings by
our United States, Italian, Spanish and South Korean subsidiaries,
respectively, and $5.1 million of borrowings by other foreign subsidiaries.

As of September 30, 2000, we were not in compliance with certain covenants of
our existing 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 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 syndicated 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.

On May 31, 2001, our lenders agreed with the financial plan that we submitted
and agreed to restructure our existing syndicated credit facility. Upon receipt
of the amended syndicated credit facility, 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 syndicated 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. Interim principal obligations under the amendment included $16.0
million due in the fourth quarter of fiscal year 2001, $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. All remaining amounts were
due in the first quarter of fiscal year 2003.

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 make the scheduled $19.0 million payment on
the syndicated credit facility 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 existing syndicated credit facility in January 2002 and utilized our
operating cash flow to pay the remaining $18.0 million in June 2002.

We met all required principal and interest payments during fiscal years 2002
and 2001 and were in compliance with all of our financial covenants under the
amended syndicated credit facility at September 30, 2002. In October 2002, we
paid an additional $5.0 million of principal as required by the amended
syndicated credit facility; however, as of December 31, 2002, we had not
completed a refinancing transaction in order to pay the remaining balance of
$224.7 million. The lenders agreed to temporarily extend the term of the
syndicated credit facility and in January 2003, a formal amendment was
executed. Among other things, the amendment extended the final maturity of the
syndicated credit facility from the previously agreed on date of December 31,
2002 to December 31, 2003, revised principal payment dates under the term loan,
instituted a new grid pricing formula to determine interest on borrowings and
revised covenant obligations. Interim principal obligations under the amendment
included $3.0 million and $9.5 million due in the third and fourth quarters of
fiscal year 2003, respectively. The remaining outstanding amount totaling
$212.2 million will be due in the first quarter of fiscal year 2004. We met all
required principal and interest payments during the first six months of fiscal
year 2003 and were in compliance with all of our financial covenants at March
28, 2003 under the newly extended amendment. As all remaining amounts under
the amended syndicated credit facility are due within one year, the $223.3
million of outstanding borrowings under the syndicated credit facility have
been classified as a current liability as of March 28, 2003.

Although not impacting current liquidity, the Company entered into the Exchange
Agreement to exchange all of its outstanding Seminis Class C Preferred Stock
(including accrued PIK dividends) having a principal value of $120.2 million,
additional capital contributions (including accrued PIK dividends) of $46.7
million and accrued and unpaid cash dividends of $10.0 million into 37.7
million shares of Seminis Class A common stock. The remaining accrued and
unpaid cash dividends on the Class C Preferred Stock of $15.0 million will
remain due and payable and will be paid in cash by the Company in accordance
with the terms of the Exchange Agreement. On July 3, 2002, the Company
received an opinion from UBS Warburg that, as of such date, the number of
shares of

20



---



##### 



Class A common stock to be received by Savia in the exchange was fair from a
financial point of view to the holders of the Companys Class A common stock
and Class B common stock (in each case other than Savia and its affiliates and
other than holders of the Companys Class B common stock that also hold shares
of the Companys Class B Redeemable preferred stock). The Exchange Agreement
was approved by the Companys Board of Directors on July 3, 2002 and was
approved by our stockholders on September 26, 2002. Although the Exchange
Agreement was approved by the stockholders at the 2002 Annual Meeting, it is
subject to customary closing conditions and approvals by creditors of Savia and
the Company. At this time, all of the closing conditions and approvals have
not been satisfied and therefore, the exchange has not been consummated. The
Company may not complete all of the transactions contemplated under the
Exchange Agreement until the conditions and approvals are obtained or waived,
including the payment by the Company of the accrued and unpaid dividends on the
Class B preferred stock and the consent of the lenders under the Companys
syndicated credit facility.

In December 2002, Savia, Seminis majority stockholder, announced that it
signed a letter of intent with Fox Paine & Company, LLC, a San Francisco based
private equity firm, under which an acquisition company would be formed to
acquire all the outstanding shares of Seminis common stock. The consummation
of the proposed transaction would require the Companys existing credit
facility to be refinanced. It is anticipated that the proposed transaction
would be funded, in part, by financing arranged by the newly-formed acquisition
company. The proposed transaction is subject to certain conditions, including,
among others, the negotiation of definitive agreements and approval of the
Seminis Board of Directors and stockholders. In response to the proposed
transaction, Seminis formed a special committee of independent members of its
Board of Directors on December 18, 2002 to, among other things, evaluate the
proposed transaction and its fairness to the holders of Seminis common stock
unaffiliated with Fox Paine or Savia and make a recommendation regarding the
proposed transaction to the entire Seminis Board of Directors at the
appropriate time. In April 2003, Savia announced that its shareholders
approved the sale of Savia-owned Seminis shares as contemplated by the proposed
transaction. While negotiations are proceeding, there can be no assurances
that the proposed transaction will be approved by the Seminis special committee
or Board of Directors, or that any transaction will be consummated.

Whereas we have met our obligations as well as covenant requirements under the
amended credit facility through March 28, 2003, we must successfully execute a
refinancing plan prior to December 31, 2003 in order to meet the final maturity
of the facility. We will continue to pursue a refinancing plan, which may
include negotiation of a new credit facility and/or placement of new debt
securities; however, there can be no assurances that we will be able to
successfully complete the refinancing. Additionally, as discussed above, there
can be no assurances that the proposed transaction with Fox Paine and Savia
will be consummated. Failure to comply with existing covenants, which would
make the syndicated credit facility callable, or our inability to obtain
adequate financing with terms satisfactory to Seminis prior to December 31,
2003 could have a material adverse impact on our business, results of
operations or financial condition.

Seminis exposure to foreign currency fluctuations is primarily due to foreign
currency gains or losses that occur from intercompany receivables and payables
between Seminis and its foreign subsidiaries and from the U.S. dollar
denominated loan, originated by SVS Holland, B.V., a foreign subsidiary of
Seminis. Seminis does not have any material outstanding hedging contracts as
of March 28, 2003.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Our market risk disclosures set forth in the 2002 Form 10-K have not changed
significantly through the second quarter ended March 28, 2003.

Item 4.Controls and Procedures



|(a) |  | Evaluation of disclosure controls and procedures.The Companys chief
executive officer and VP WW Corporate Comptroller and chief accounting
officer have evaluated the effectiveness of the Companys disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under
the Securities Exchange Act of 1934 (the Exchange Act) as of a date (the
Evaluation Date) within 90 days before the filing date of this quarterly
report. Based on such evaluation, they have concluded that, as of the
Evaluation Date, the Companys disclosure controls and procedures were
effective to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange
Commission. However, in evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgement in evaluating the
cost-benefit relationship of possible controls and procedures.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21



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|(b) |  | Changes in internal controls.There were no significant changes in the
Companys internal controls or in other factors that could significantly
affect these controls during the period covered by this quarterly report.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22



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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.

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

In early 2000, we filed a suit against Dietrich Schmidt, the former president
of Seminis and the current president of United Genetics, a competitor of ours,
United Genetics and two former Seminis breeders, Ken Owen and Wei Ouyang, for
trade secret misappropriation and breach of contract. Schmidt filed a
counterclaim for defamation against us. We were unsuccessful on our claims for
trade secret misappropriation and breach of contract and Schmidt was successful
on his counterclaim with the court awarding him $1 in nominal damages. The
court subsequently awarded Schmidt, Owen, Ouyang their attorneys fees. We
have appealed certain aspects of the judgement, including the fee award. The
appeal is still pending and is not expected to be decided until late 2003.

On December 17, 2002 and January 4, 2003, five purported class action lawsuits
were filed relating to the proposed transaction under which Fox Paine &
Company, LLC, a San Francisco based private equity firm and certain
Savia-related parties would acquire all of the outstanding shares of Seminis. Four of these actions  Garry Firth v. Alfonso Romo Garza, et al., Civil Action
No. 20085, Boris Pozniak v. Alfonso Romo Garza, et al., Civil Action No. 20097,
Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 and Haven
Capital Management v. Seminis, Inc., et al., Civil Action No. 20140-NC were
filed in the Delaware Court of Chancery (New Castle, County), while the fifth,
Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California
Superior Court (Ventura County). The Firth, Pozniak, Herranz and Haven
complaints name as defendants Savia and Seminis, along with Seminis directors.
The Rosales complaint names as a defendant Seminis and its directors. All
five complaints purport to be brought on behalf of Seminis common stockholders
or their successors. The four complaints filed in Delaware have been
consolidated into one action. All five complaints allege that the
above-described transaction, if consummated, would provide insufficient
consideration to Seminis common stockholders and allege that the defendants
breached their fiduciary duties in connection with the transaction. The
complaints seek a preliminary and permanent injunction to enjoin the
transaction and, in the event the transaction is consummated, rescission and
damages. The defendants will vigorously defend these actions.

Item 6.Exhibits and Reports on Form 8-K

|    |                             
|--- | ----------------------------
|(a) | Exhibits
See exhibits index.
|    |                             
|(b) | Reports on Form 8-K
None.   

23



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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 Syndicated 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 Syndicated credit facility 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 Syndicated credit facility 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 Syndicated credit facility 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 Syndicated credit facility 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 Syndicated credit facility 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 Syndicated credit facility 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
time parties thereto, as Lenders, dated as of May 31, 2001, effective May 31, 2001.
and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to          
|(i) 10.13     |  | Revision to (h) 10.12                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) 21        |  | Subsidiaries of Registrant                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.1          |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                         
|(j)99.1/99.2  |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                        
|(k) 99.3/99.4 |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                        
|(k) 10.14     |  | Modification and Interim Waiver Agreement to Syndicated credit facility 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 31, 2002, effective December 31, 2002.
|(k) 10.15     |  | Modification and Interim Waiver Agreement to Syndicated credit facility 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 31, 2002, effective December 31, 2002.
|(l) 99.5/99.6 |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                        
|(m) 99.7/99.8 |  | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                        
|(n) 10.16     |  | Employment contract of Alfonso Romo Garza                                                                                                                                                                                                                                                                                                                                                                                                       
|(o) 10.17     |  | Employment contract of Eugenio Najera Solorzano                                                                                                                                                                                                                                                                                                                                                                                                 
|(p) 10.18     |  | Employment contract of Bruno Ferrari                                                                                                                                                                                                                                                                                                                                                                                                            
|(q) 10.19     |  | Employment contract of Oscar Velasco Martinez                                                                                                                                                                                                                                                                                                                                                                                                   
|(r) 10.20     |  | Employment contract of Gaspar Alvarez Martinez                                                                                                                                                                                                                                                                                                                                                                                                  
|(s) 10.21     |  | Consulting Agreement between Seminis Vegetable Seeds, Inc. and N and
N Corporate Consulting, S.C.                                                                                                                                                                                                                                                                                                                                               

24



---



##### 



|        |  |                                                                                           |  | 
|------- |  | ----------------------------------------------------------------------------------------- |  | 
|Exhibit |  |                                                                                           |  | 
|Number  |  | Description                                                                               |  | 
|        |  |                                                                                           |  | 
|(a)     |  | Incorporated by reference to Seminis Form S-1 filed on February 11, 1999.                |  | 
|(b)     |  | Incorporated by reference to Seminis Amendment No. 2 to Form S-1 filed on
May 27, 1999.  |  | 
|(c)     |  | Incorporated by reference to Seminis Amendment No. 3 to Form S-1 filed on
June 21, 1999. |  | 
|(d)     |  | Filed with the June 30, 2000 Form 10Q.                                                    |  | 
|(e)     |  | Filed with the September 30, 2000 Form 10K.                                               |  | 
|(f)     |  | Filed with the December 30, 2000 Form 10Q.                                                |  | 
|(g)     |  | Filed with the March 30, 2001 Form 10Q.                                                   |  | 
|(h)     |  | Filed with the June 29, 2001 Form 10Q.                                                    |  | 
|(i)     |  | Filed with the September 30, 2001 Form 10K.                                               |  | 
|(j)     |  | Filed with the June 28, 2002 Form 10Q.                                                    |  | 
|(k)     |  | Filed with the September 30, 2002 Form 10K.                                               |  | 
|(l)     |  | Filed with the December 27, 2002 Form 10Q.                                                |  | 
|(m)-(s) |  | Filed with the March 28, 2003 Form 10Q.                                                   |  | 

25



---



##### 



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 12, 2003 |  |  |  | SEMINIS, INC.                                                                                                                                          
|                  
|                   |  |  |  |                                                                                                                                                        
|                  
|                   |  |  |  | /s/ Alfonso Romo Garza
Alfonso Romo Garza
Chief Executive Officer
(Principal Executive Officer)                                                        
|                  
|                   |  |  |  | /s/ Gaspar Alvarez Martinez
Gaspar Alvarez Martinez
VP WW Corporate Comptroller &
Chief Accounting Officer
(Principal Financial and Accounting Officer)

26



---



##### 



Certification

I, Alfonso Romo Garza, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Seminis, Inc.;                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                    
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                                  
|------------------ |  |  |  | -----------------------------------------------------------------
|Date: May 12, 2003 |  |  |  |                                                                  
|                  
|                   |  |  |  |                                                                  
|                  
|                   |  |  |  | /s/ Alfonso Romo Garza
Alfonso Romo Garza
Chief Executive Officer

27



---



##### 



Certification

I, Gaspar Alvarez Martinez, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Seminis, Inc.;                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                    
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |  |  |                                                                                                           
|------------------ |  |  |  | ----------------------------------------------------------------------------------------------------------
|Date: May 12, 2003 |  |  |  |                                                                                                           
|                  
|                   |  |  |  | /s/ Gaspar Alvarez Martinez
Gaspar Alvarez Martinez
VP WW Corporate Comptroller &
Chief Accounting Officer

28