UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


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

For the Fiscal Year Ended September 30, ~~2002~~2004


[ ]	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 0-26519

SEMINIS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 36-0769130 (I.R.S. Employer Identification No.)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		36-0769130 (I.R.S. Employer Identification No.)

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

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

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

Securities Registered Pursuant to Section 12(b) of the Act:*


Title of each class		Name of each exchange on which registered

None		None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, par value $0.01 per share
(Title of Class)

* The registrant filed a registration statement on Form S-4 (Registration No. 333-110506-04) effective pursuant to the Securities Act of 1993, as amended, on November 11, 2003. Accordingly, the registrant files this report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended and Rule 15(d)-1 of the regulations thereunder.

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

~~The~~Indicate, ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting~~Registrant ~~stock~~is ~~held~~an byaccelerated ~~non-affiliates~~filer of(as ~~Seminis,~~defined ~~Inc.~~in asrule 12b-2 of ~~December 17,~~the ~~2002~~Exchange ~~was~~Act). ~~approximately~~YES ~~$47.87 million.~~[ ] NO [X]

The ~~number~~aggregate ofmarket ~~shares~~value ~~outstanding~~ of voting ~~the~~and ~~registrant’s~~non-voting ~~Class A~~common ~~Common~~equity ~~Stock,~~held ~~par value~~by ~~$0.01~~non-affiliates ~~per~~of ~~share~~the registrant ~~and~~as ~~Class~~of September B30, ~~Common Stock~~2004, ~~par~~based ~~value~~on ~~$0.01~~the ~~per~~price ~~share,~~at aswhich ofthe ~~December 17,~~common ~~2002~~equity was 18sold,~~939,611~~ ~~and~~was ~~45,142,508~~approximately ~~shares~~$58, ~~respectively~~296,377.

As of November 30, 2004, 64,333,205 shares of the registrant’s common stock, $.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portions of the Proxy Statement for the Annual Meeting of Stockholders of~~None ~~Seminis, Inc. are incorporated by reference into Part III hereof.~~

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 4A. Executive Officers of the Registrant
PART II
	Item 5. Market Price of the Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Consolidated Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Exhibit Index
SIGNATURES
CERTIFICATIONS
	Derivative Instruments and Hedging Activities
EXHIBIT 10.14
EXHIBIT 10.15
Ex-23
EXHIBIT 99.3
EXHIBIT 99.4

SEMINIS, INC.

Form 10-K Annual Report For the Fiscal Year Ended September 30, ~~2002~~2004

TABLE OF CONTENTS

		Page		~~Page~~
PART I
Item 1.	Business		3		3
Item 2.	Properties		14		12
Item 3.	Legal Proceedings		14		13
Item 4.	Submission of Matters to a Vote of Security Holders		16		14
Item 4A.	Executive Officers of the Registrant		16		14
PART II
Item 5.	Market Price of the Registrant'’s Common Equity, ~~and~~ Related Stockholder Matters, and Issuer Purchases of Equity Securities		18		16
Item 6.	Selected Consolidated Financial Data		19		17
Item 7.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations		21		19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		34		30
Item 8.	Financial Statements and Supplementary Data		35		31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		35		31
PART III
Item 9A.	Controls and Procedures		35
Item 10.	Directors and Executive Officers of the Registrant				32
Item 9B.	Other Information		35
Item 11.	Executive Compensation				32
PART III
Item 12.	Security Ownership of Certain Beneficial Owners and Management				32
Item 10.	Directors and Executive Officers of the Registrant		36
Item 13.	Certain Relationships and Related Transactions				32
Item 11.	Executive Compensation		37
Item 14.	Controls and Procedures				32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		40
PART IV
Item 13.	Certain Relationships and Related Transactions		41
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K				33
Item 14.	Principal Accountant Fees and Services		44
	Exhibit Index				34
PART IV
	Signatures				35
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		45
	Certifications				36
	Exhibit Index		46
	Signatures		48
	Certifications

PART I

Item 1. Business

OVERVIEW

~~Seminis,~~All ~~Inc.~~references ~~(the~~in this Form 10-K to “~~Company~~we”, “weus”~~) is the leading worldwide developer~~, ~~producer~~ ~~and marketer of vegetable and fruit seeds. We produce more than 60 species and 4~~“our”,~~000 vegetable and fruit seed products (which do not include tree~~ ~~and~~the ~~citrus~~“Company” ~~fruits).~~or We“Seminis” ~~market~~refer ~~our~~to ~~seeds through four full-line brands —~~ Seminis, ~~Asgrow,~~ ~~Petoseed and Royal Sluis — and five specialty and regional brands~~Inc. ~~Our~~ ~~2002 net seed sales represented approximately 19% of the estimated $2.3 billion~~ ~~worldwide market for vegetable and fruit seeds (excluding tree and citrus fruits).~~

We ~~use~~are ~~seeds~~the asleading ~~the~~worldwide ~~delivery~~developer, ~~vehicle~~producer ~~for~~and ~~innovative~~marketer ~~agricultural~~of ~~technology.~~vegetable Weand ~~develop~~fruit seeds. ~~designed~~We toproduce ~~reduce~~more ~~the~~than ~~need~~60 ~~for~~species ~~chemicals,~~of ~~increase~~vegetable ~~crop~~and ~~yield, reduce~~fruit ~~spoilage,~~seeds ~~offer~~and more ~~longer~~than ~~shelf life~~3,500 ~~create~~vegetable ~~better~~and ~~tasting~~fruit ~~foods~~seed ~~and provide~~products ~~better~~(which ~~nutritional~~do ~~value~~not ~~for~~include ~~consumers~~tree and citrus fruits). We ~~have~~market ~~the~~our ~~largest~~seeds ~~vegetable and~~through ~~fruit~~four ~~germplasm~~full-line ~~bank~~brands in— Seminis, ~~the~~Asgrow, ~~world~~Petoseed and ~~substantially~~Royal ~~all~~Sluis of— ~~our~~and ~~seeds~~five ~~are developed~~specialty ~~through~~and ~~our hybridization process~~regional brands.

AsSince aour ~~result~~formation in 1994, we ~~are~~have ~~creating~~built ~~and~~a ~~setting~~global ~~the~~presence ~~foundation~~through toa ~~capture value at all~~series ~~steps~~ of ~~the~~ten ~~vegetable~~acquisitions. ~~and~~Through ~~fruit~~these ~~production and distribution chain: growers~~acquisitions, ~~distributors,~~ ~~processors~~we ~~and~~gained ~~retailers.~~access ~~Our strategy is~~ to ~~capture this value~~or byownership ~~marketing~~of ~~premium-priced~~key ~~seeds~~technologies, ~~with~~patents ~~quantifiable benefits~~ and ~~superior traits~~germplasm ~~directly~~that tohave ~~the~~enabled ~~parties~~us ~~along the distribution chain who are able~~ to ~~derive~~add ~~the~~developed ~~most value from these seeds. This value creation~~ and ~~capture strategy,~~proven ~~from~~products ~~grower~~ to ~~processor,~~our ~~has~~portfolio ~~been successfully implemented in the field crop industry. In April 2001, we became the first vegetable~~ and ~~fruit seed provider~~ to ~~employ~~enter ~~this~~new ~~value capture strategy at the grower level through~~and ~~increased~~established ~~prices for our seeds~~markets.

WeOn ~~have~~September 29, ~~established~~2003, Fox aPaine & ~~worldwide~~Company, ~~presence~~LLC, together with its affiliates and co-investors ~~global~~(collectively, ~~distribution~~“Fox ~~system.~~Paine”), Weconsummated a ~~market~~series ~~seeds~~of inacquisition ~~over~~transactions ~~150~~whereby ~~countries,~~we ~~have~~became 48a ~~research~~privately held company and ~~development~~Fox ~~facilities~~Paine became our majority shareholder. In connection intherewith, 17we ~~countries~~repaid ~~and~~certain ~~territories~~of our then outstanding indebtedness, entered into a senior secured credit facility and ~~production~~issued ~~sites~~senior subordinated notes and paid in ~~over~~kind 25preferred ~~countries.~~stock ~~This allows~~(this usseries toof transactions ~~remain~~is ~~close~~more tofully ~~local~~described ~~markets~~in ~~around~~Notes 2 ~~the~~and ~~world,~~3 ~~adapt~~of our ~~products~~ toconsolidated ~~any~~financial ~~microclimate~~statements and ~~meet~~is ~~the~~referred ~~preferences~~to ofthroughout ~~local~~this Annual ~~consumers~~Report as the “acquisition transactions”).

We ~~were~~use ~~incorporated~~seeds inas ~~1999~~the ~~under~~delivery ~~Delaware~~vehicle ~~law~~for ~~and~~innovative weagricultural ~~are~~technology. ~~the~~We develop ~~successor~~seeds designed to anreduce the need for agrochemicals, increase crop ~~Illinois~~yield, ~~corporation~~reduce spoilage, ~~Seminis~~offer longer shelf life products, ~~Inc~~create better tasting foods and provide vegetables and fruits with better nutritional value for consumers. ~~organized~~We have what we believe is the largest vegetable and fruit germplasm bank in ~~1994~~the world. Our ~~principal~~germplasm ~~executive~~bank contains the hereditary information that ~~offices~~determines ~~are~~the ~~located~~characteristics atof ~~2700~~vegetables ~~Camino~~and ~~del~~fruits ~~Sol,~~grown ~~Oxnard,~~from CAour ~~93030-7967,~~seeds. This ~~telephone~~collection of seed characteristics is our key strategic asset and has been ~~(805) 647~~developed through decades of cross-~~1572~~breeding ~~and~~to ~~our~~produce ~~internet~~seeds ~~address~~known isas ~~www~~hybrids that yield plants with enhanced characteristics.~~seminis.com.~~

~~INDUSTRY~~We ~~OVERVIEW~~are creating the foundation to capture value from all participants in the vegetable and fruit production and distribution chain, including growers, distributors, processors, and retailers. Our strategy is to capture value by marketing premium-priced seeds with quantifiable benefits and superior traits directly to the parties along the distribution chain that can derive the most value from these seeds. Participants in the field crop industry have successfully implemented this strategy with respect to crops such as corn, soy and cotton. In April 2001, we became the first vegetable and fruit seed provider to employ the value capture strategy at the grower level by successfully implementing price increases for our seeds.

~~Global~~We ~~Demand~~have established a worldwide presence and global distribution system. We market seeds in over 150 countries, have 53 research and development facilities in 17 countries and territories and production sites in 25 countries. Our worldwide presence allows us to remain close to local markets around the world, adapt our products to distinct, local microclimates and meet the preferences of local consumers.

AsWe ~~the~~were ~~global~~incorporated ~~demand~~in ~~for~~1999 as ~~vegetables~~a corporation under Delaware law and ~~fruits~~we ~~increases,~~are the ~~demand~~successor ~~for seeds~~ to an ~~grow~~Illinois ~~these~~corporation, ~~crops~~Seminis, ~~will~~Inc. ~~increase~~organized asin ~~well~~1994. WeOur principal ~~believe~~executive aoffices ~~fundamental~~are ~~driver~~located ~~to the~~at ~~increase~~2700 Camino indel ~~demand~~Sol, Oxnard, ~~for~~CA ~~vegetables~~93030-7967, and ~~fruits~~our istelephone ~~global~~number ~~population~~is ~~growth~~(805) 647-1572. ~~The~~Our ~~United~~Internet ~~Nations~~address is ~~projecting~~www.seminis.com. ~~that~~We ~~the~~make ~~world~~available ~~population~~free ~~will~~of charge ~~increase~~on ~~from 6.2 billion~~or ~~people~~through inour ~~2002~~Internet towebsite ~~7.2~~our annual report on Form ~~billion~~10-K, ~~people~~quarterly inreports ~~2015.~~on InForm 10-Q, ~~developing~~current reports ~~countries~~on Form 8-K, ~~which~~and ~~will~~amendments ~~experience~~to ~~much~~those reports filed or furnished pursuant to Section 15(d) of the ~~growth,~~Securities ~~vegetable~~Exchange ~~and~~Act ~~fruit~~of ~~consumption~~1934, ~~increased~~as ~~162%~~amended, ~~from~~as ~~1980~~soon toas ~~1999.~~reasonably ~~During~~practicable ~~the~~after ~~same~~we electronically ~~period~~file such material with, ~~worldwide consumption~~or offurnish ~~vegetables~~it ~~and~~to, ~~fruits~~the Securities ~~increased~~and ~~100%~~Exchange Commission.

~~Another~~INDUSTRY ~~driver of demand for vegetables and fruits is the health and~~OVERVIEW ~~nutritional benefits they offer. Vegetables and fruits are proven to be~~ ~~valuable in meeting basic nutritional needs and in preventing disease.~~ ~~Vegetables and fruits have very little fat, are low in calories and contain~~ vitamins and other nutritional components. Diets high in vegetables and fruits protect against the risk of cardiovascular disease, stroke, diabetes, iron-deficiency anemia and cataracts and have been proven to significantly reduce the risk of cancer. The demand for vegetables and fruits will increase as consumers become more concerned about the health and nutritional benefits of vegetables and fruits.

~~New~~Global ~~Opportunities~~Demand

InWe ~~addition~~believe toa anfundamental ~~overall~~driver of the increase in ~~the~~ demand for vegetables and fruits, ~~we believe~~is ~~there~~global ~~will~~population begrowth. anThe United Nations projects that world population will increase from 6.3 billion people in ~~demand~~2002 ~~for~~to ~~hybrid~~8.9 billion ~~seeds~~people in ~~for~~2050. In developing countries, which ~~growers~~ will ~~pay~~experience amuch ~~substantially~~of ~~higher~~the ~~price~~growth, vegetable and fruit consumption increased 228% from 1980 to 2001. ~~The~~During ~~increase~~the same inperiod, ~~demand~~worldwide ~~for~~consumption ~~hybrid~~of ~~seeds~~vegetables and fruits increased 138%. ~~will~~According ~~come~~to ~~from~~data provided by the ~~increasing~~FAO, ~~number~~(i) during ofthe ~~benefits~~period ~~that~~from ~~can~~1990 beto ~~obtained~~2000, vegetable ~~through~~and fruit production (excluding tree and citrus fruits) grew at ~~hybridization~~approximately 3.3 ~~These~~times ~~benefits~~the ~~include~~rate ~~obtaining~~of ~~higher~~global ~~yields~~population ~~per~~expansion ~~acre,~~and (ii) the ~~greater~~harvested ~~uniformity,~~acreage ~~greater~~dedicated ~~resistance~~to vegetables and fruits (excluding tree and citrus fruits) has increased approximately 3.2% annually during the period from 1990 to ~~pests~~2000, ~~diseases~~while overall agricultural harvested acreage has increased less than 0.3% annually during the same period. As the global demand for vegetables and fruits ~~environmental~~increases, the demand for seeds to grow these crops is expected to ~~conditions~~increase as well. Vegetables and ~~improved~~fruits ~~quality~~are among the most valuable agricultural crops. According to USDA data, ~~flavor~~the average farmgate value per hectare for vegetables and ~~nutrition~~fruits (excluding tree and citrus fruits) was approximately 11 times greater than the average farmgate value per hectare for corn in the United States in 2000. Farmgate value refers to the revenue generated by farmers selling their crops to distributors and retailers. Worldwide vegetable seed revenue is projected to grow at a 4.8% compounded annual growth rate from 2002 through 2006.

3The health and nutritional benefits that vegetables and fruits offer further drive the demand for these products. Vegetables and fruits are valuable in meeting basic nutritional needs and in preventing disease. Vegetables and fruits have very little fat, are low in calories and contain vitamins and other nutritional components. It is believed that diets high in vegetables and fruits can protect against the risk of cardiovascular disease, stroke, diabetes, iron-deficiency anemia and cataracts and can significantly reduce the risk of cancer. Vegetable and fruit consumption has grown at a 4.2% compounded annual growth rate from 1980 to 2001, and we

~~Table of Contents~~3

TwoTable breakthroughs in plant science occurred in the 1980’s that may facilitate increased productivity and higher quality vegetables and fruits. The first was the understanding of how genes, the fundamental components of the genetic code, work in plants to produce traits such as disease resistance or higher nutritional content. The second was the development of transformation technology, which is a process used to introduce new character traits into plants. These breakthroughs have opened a window of opportunity for the seed industry to generate value by developing products that increase productivity for farmers and/or have characteristics that cater to the preferences of consumers. We believe growers will pay a premium for seeds that increase productivity because advances in agricultural technology will be necessary to meet increased demand for vegetables and fruits as the amount of arable land in the world decreases. Similarly, we believe growers will pay premiums for seeds with improved output characteristics such as longer shelf life and higher nutrition. We believe seed producers will be able to capture a portion of this value being delivered to farmers, shippers, packers and consumers through increased prices. Contents

~~Barriers~~expect the demand for vegetables and fruits to ~~Entry~~continue to increase as consumers become more concerned with their own health and more aware of the health and nutritional benefits of vegetables and fruits.

~~The vegetable and fruit seed industry is characterized by high barriers to~~Hybridization ~~entry. In order to develop products in the seed industry, companies need to~~ ~~have access to a broad germplasm bank as well as the capital to develop~~ ~~products over long periods of time. The development of a germplasm bank~~ requires the accumulation of genetic materials over a period of years. Germplasm is scarce, expensive and must be refined to properly serve different markets. Furthermore, development cycles can last 5 to 12 years before a product is launched. Seed companies invest a considerable amount of capital in research and development to keep the product pipeline full. Other barriers to entry include the need for global distribution, lack of established brands and inability to achieve economies of scale in mass production.

~~COMPETITIVE~~The ~~STRENGTHS~~development of seed crops takes place in several steps. The process begins with trait selection — choosing plants that have desirable characteristics such as high yield, nutritional content, flavor, size or natural resistance to a certain disease. Trait selection requires an extensive pool of germplasm and significant research and development.

~~Leading~~Seed ~~Market~~companies ~~Position~~produce both hybrid and open-pollinated seeds. Open-pollinated seeds are pollinated by natural means and produce progeny with no significant variation from their parent lines. These types of seeds maintain traits indigenous to a specific parent line. In contrast, hybrid seeds are the first generation progeny of two different parent lines. The progeny of hybrid seeds possess hereditary characteristics of the parent lines and also contain enhanced performance characteristics superior to the parent lines. However, second generation seed produced by a hybrid will not inherit the enhanced performance characteristics of its hybrid parent. Therefore, hybrid crop growers generally purchase their seasonal seed requirements from seed companies in order to maintain the benefits of hybridization. In fiscal year 2004, approximately 74.3% of our net seed sales were hybrid seeds.

WeBecause ~~have~~growers acan ~~leading~~realize ~~market~~increased ~~share~~yields ofand ~~vegetable~~enhanced performance from hybrid seeds and ~~fruit~~because seed companies are the only source of hybrid seeds, seed companies can typically demand a premium for the hybrid seeds they produce. Virtually all vegetable seeds planted in the United States, ~~Canada,~~and Europe, are ~~Latin~~hybrids. ~~America~~Moreover, developing countries are beginning to recognize the value ~~Middle~~of ~~East~~hybrids (including high yields and ~~South~~disease ~~Korea~~resistance) and are beginning to plant hybrid seeds as opposed to open-pollinated seeds.

~~Strength~~New ~~of Germplasm Bank~~Opportunities

WeIn ~~own~~addition ~~what~~to wean ~~believe~~overall isincrease ~~the largest vegetable and fruit germplasm bank~~ in the ~~world.~~ Wedemand ~~view~~for ~~our germplasm bank as our key strategic asset. Germplasm is the genetic information contained in seeds that captures the characteristics of~~ vegetables and fruits, ~~including: (i) input traits, such as resistance to pests~~we ~~and~~believe ~~adverse~~there ~~weather~~will ~~conditions,~~be ~~(ii) system~~an ~~traits,~~increase ~~such~~in asdemand ~~long~~for ~~shelf~~hybrid ~~life, reduced~~seeds ~~spoilage~~for ~~and~~which ~~enhanced processing capability and (iii) output traits,~~growers ~~such~~will aspay ~~crop~~a ~~yield,~~substantially ~~color,~~higher ~~texture,~~price ~~flavor,~~due ~~ready-~~to~~-eat~~ ~~convenience~~the ~~and nutrition.~~increasing ~~Because~~number ~~germplasm~~of ~~is extremely difficult to replicate, we view our~~benefits ~~germplasm bank as a barrier to entry and believe~~ that ~~combined~~hybridization ~~with~~can ~~our research~~produce. ~~and~~These ~~development~~benefits ~~capabilities and systems we have a competitive~~include: ~~advantage in developing and marketing better products.~~

~~Global~~• ~~Presence~~higher yields per acre, • greater uniformity, • greater resistance to pests, diseases and ~~Worldwide~~environmental ~~Distribution~~ conditions, and • improved quality, flavor and nutrition.

Since our formation in 1994, we have built a global presence through a series of ten acquisitions. Through these acquisitions, we were able to gain access to or ownership of key technologies, patents and germplasm collections, to add developed and proven products to our portfolio and to enter new and established markets. We believe ~~that~~all ~~through~~participants ~~economies~~within ofthe ~~scale in our global~~ production and distribution ~~system~~chain, ~~we will be able to leverage our brands and product~~ ~~lines~~including togrowers, ~~increase~~distributors, ~~market~~processors, ~~share~~ and ~~streamline costs. We currently market over 4~~retailers,~~000~~ ~~vegetable~~will ~~and~~drive ~~fruit seed products in over 150 countries with production~~demand ~~sites~~for inhybrid ~~over 25 countries~~seeds. ~~By geographically diversifying our production~~ ~~facilities, we can schedule our planting on a year-round basis, maximize yield,~~ ~~reduce inventory requirements and better ensure adequate supplies of our~~ ~~products.~~

~~Strength~~Growers: As the amount of arable land in ~~Research~~the world decreases and ~~Development~~the demand for vegetables and fruits increases, we believe growers will pay a premium for seeds that increase productivity. The vegetable and fruit growers’ input-intensive cost structure makes growers particularly receptive to new products like hybrid seeds that can reduce input costs such as fertilizer, pesticides, and labor.

WeDistributors: ~~conduct~~In ~~research~~the ~~and~~production ~~development~~process, ~~activities~~products inmove 48from ~~locations~~the ~~throughout~~grower to the ~~world,~~packer/shipper ~~including~~to 16the indistributor ~~North~~and ~~America~~to the retailer, 10or inproducts ~~Europe,~~move directly 2from inthe grower to the ~~Middle~~processor. ~~East,~~Costs 4are added at each stage in the ~~South~~distribution ~~America~~chain, ~~and~~reflecting ~~Central~~both ~~America~~profit margin and 16product inshrinkage ~~Asia~~due primarily to spoilage. WeReducing ~~have~~spoilage anpresents ~~extensive research~~a ~~and~~clear ~~development~~opportunity ~~staff~~for ~~with~~seed companies ~~over~~to ~~620~~achieve ~~full-time~~premium ~~employees~~pricing. ~~By diversifying~~Through ~~our~~traditional ~~research~~breeding and ~~development geographically~~ biotechnology, we ~~are~~have ~~able~~developed tonew ~~take advantage~~seed ofvarieties ~~local~~with ~~breeding~~enhanced ~~resources~~shelf-life characteristics. ~~and~~Because ~~many~~these ~~different~~product ~~microclimates.~~enhancements Wecan ~~are~~increase profitability ~~also~~at ~~better~~each ~~positioned~~step toin ~~tailor~~the ~~our~~distribution ~~products~~chain, toall ~~local~~distribution ~~tastes~~chain ~~and~~participants drive ~~preferences~~demand for these products.

4Processors: Vegetable and fruit processors freeze, dehydrate, make into paste or can fresh vegetables and fruits into shelf-stable containers. Processors either produce their own vegetables and fruits or contract for their production with growers. A large portion of the costs associated with processing fresh vegetables and fruits is the vegetable and fruit itself and the energy required to freeze or heat the vegetable or fruit or to evaporate water. In addition, processing can result in the loss or neutralization of flavor components.

~~Table~~Accordingly, developing varieties of ~~Contents~~vegetable and fruit seeds with higher yields and reduced processing requirements while maintaining flavor components are important objectives for seed companies.

~~Brand Strength and Long Operating History~~4

WeTable market full lines of seeds under the Asgrow, Petoseed, Royal Sluis and, beginning in October 2001, Seminis brands. The Asgrow, Petoseed and Royal Sluis brands have each been in existence for over 50 years. Asgrow, Petoseed and Royal Sluis are well recognized in the industry and their markets for consistently developing and marketing high quality seeds for most major vegetable and fruit species. We also market seeds through five regional or specialty brands, which are targeted to respond to the demands of local markets. We believe that our brands rank among the leading brands worldwide in the vegetable and fruit seed markets. Contents

~~Broad~~Retailers: ~~Customer~~Direct ~~Base~~consumption by the end consumer of vegetables and ~~Growing~~fruits ~~Demand~~in the form that the farmer produces them facilitates premium pricing for ~~Our~~higher quality ~~Products~~products. Consequently, retailers continuously seek new vegetable and fruit products with desirable consumer qualities, including enhanced color, texture, sweetness, taste and nutritional benefits, which may command a premium price on the grocery store shelf.

WeIndustry ~~have approximately 16,000 customers in over 150 countries and territories.~~Complexities ~~No customer accounted for more than 3.0% of seed revenues in fiscal year 2002~~ ~~and our ten largest customers accounted for approximately 14.0% of seed~~ ~~revenues in fiscal year 2002. Our product portfolio is also diversified, with~~ no variety accounting for more than 1.3% of seed revenues in fiscal year 2002. Furthermore, our customer base is geographically diversified with no region accounting for more than 38.3% of seed revenues in fiscal year 2002.

WeIn ~~believe~~order ~~that~~to ~~demand~~develop ~~for~~products ~~our~~in ~~products~~the ~~will~~seed ~~increase~~industry, ascompanies ~~the~~need ~~world~~access ~~population~~to a broad germplasm bank and ~~health~~adequate ~~awareness~~capital ~~grows~~to develop products over long periods of time. The ~~United~~development ~~Nations~~of ~~projects~~a ~~that~~broad germplasm bank requires the ~~world~~accumulation of ~~population~~hereditary ~~will~~materials ~~increase~~over bya ~~16.1%~~period toof 7years.~~2 billion~~ ~~from~~Germplasm ~~2002~~is scarce, expensive and must be refined to ~~2015~~properly serve different markets. ~~Also~~Furthermore, ~~the~~development ~~increased~~cycles ~~awareness~~can oflast ~~the~~five ~~nutritional~~to ~~benefits~~12 years ofprior ~~vegetables~~to ~~and~~launching ~~fruits~~a ~~will~~commercially viable ~~have~~product. aSeed ~~positive~~companies ~~impact~~invest ona ~~the~~considerable ~~demand~~amount ~~for~~of ~~our~~capital ~~products.~~in ~~Vegetables~~research and ~~fruits~~ ~~have~~development ~~proven~~ to bemaintain ~~valuable~~a infull ~~meeting~~product ~~basic~~pipeline. ~~nutritional~~Additional ~~needs~~complexities ~~and~~ in ~~preventing~~the ~~disease.~~seed Weindustry ~~expect~~include ~~that~~ the ~~growing~~need ~~worldwide~~for ~~population~~global ~~and~~distribution, ~~health~~the ~~awareness~~difficulty of ~~will~~building ~~drive~~established brands and the ~~continued~~challenge ~~growth~~of inachieving ~~the~~economies ~~vegetable~~of ~~and~~scale in ~~fruit~~mass ~~market~~production.

~~BUSINESS~~COMPETITIVE ~~STRATEGY~~STRENGTHS

~~Our~~Leading ~~business~~Market ~~strategy is to focus on the following key initiatives:~~Position

~~Maintain~~We ~~Leadership~~believe that we are the leading provider of vegetable and fruit seeds in ~~Product~~key regions ~~Development~~including North America, Europe, Latin America, the Middle East and South Korea. In 2001 and 2002, we held a leading position in many of the regional markets for each of a wide variety of vegetable and fruit seeds, including tomatoes, beans, onions, watermelons, cucumbers, radishes, sweet peppers, lettuce, cabbage, spinach, cauliflower, squash and peas.

~~Our~~Global ~~current~~Presence ~~strategy is to continue to produce innovative~~ and ~~value-added products~~Worldwide ~~to increase revenues and improve cash flows. We plan to achieve this~~Distribution ~~goal by leveraging our germplasm bank and our research and development~~ ~~capabilities to develop products that are profitable and that cater to local~~ ~~tastes and preferences. We also continue to develop products that will meet~~ ~~the demand for a growing population under the constraint of a declining amount of arable land. In fiscal year 2002, we launched over 80 new products.~~

~~Increase~~We ~~Revenues~~have built a global presence through ~~Value~~a ~~Capture~~series of ten acquisitions occurring between 1994 and 1998, enabling us to:

~~The~~• ~~market~~gain ~~for~~access ~~vegetable~~to ~~and~~key ~~fruit~~technologies, ~~seeds~~patents ~~(which excludes tree~~ and ~~citrus fruits)~~germplasm incollections, ~~2002~~• ~~was~~add ~~approximately~~developed ~~$2.3 billion. We believe that the worldwide market for vegetable~~ and ~~fruit~~proven ~~seeds~~products ~~represents~~to ~~only a small percentage of the worldwide market for vegetable and fruit sales by farmers (farmgate). As part of~~ our ~~value capture strategy~~portfolio, ~~in April 2001, we implemented a pricing strategy to maximize revenues~~ and ~~increase~~• ~~our~~enter ~~share of the farmgate revenues. The strategy includes identifying existing products that are under-priced based upon superior traits and quantifiable benefits and continuing to develop~~ new ~~products~~ ~~with these advanced traits~~ and ~~benefits~~established markets.

~~Leverage~~We ~~Our~~believe ~~Global~~that ~~Production~~through economies of scale in our global production and distribution ~~Distribution~~system, ~~System~~we will be able to leverage our brands and product lines to increase sales and streamline costs. We currently market over 3,500 varieties of vegetable and fruit seeds in over 150 countries with production sites in 25 countries. By geographically diversifying, we can develop and produce seed varieties on a year-round basis, maximize yield, reduce inventory requirements and better ensure adequate supplies of our products.

~~Because~~Diverse weRevenue ~~grow and produce seeds all over the world, our portfolio of~~Stream ~~production facilities and growers lessens the effects of adverse weather~~ ~~conditions in a geographic region. We have the ability to shift production to~~ ~~utilize different seasons/climates in different regions of the world to~~ ~~accelerate product development.~~

~~Our~~We ~~global~~have ~~distribution~~approximately ~~system~~16,000 ~~gives~~customers usin ~~inroads~~over ~~into~~150 ~~the~~countries ~~farming~~and ~~communities~~territories. No customer accounted for more than 2.6% of ~~the~~ ~~world~~our net seed sales in fiscal year 2004. ~~This~~Our ~~allows~~ten uslargest tocustomers ~~stay~~accounted for approximately 13.0% of our net seed sales in ~~tune~~fiscal ~~with~~year ~~the~~2004. ~~local~~Furthermore, ~~markets~~our customer base includes growers, distributors and todealers and is geographically diverse, with North and ~~develop~~Central ~~products~~America onrepresenting a35.1% ~~global~~of ~~basis~~our ~~for~~net ~~local~~seed ~~preferences~~sales in fiscal year 2004, and Europe, the Middle East and Africa representing 45.4% Weof ~~will~~our ~~continue~~net toseed sales ~~gather~~during ~~market~~the ~~information~~same ~~for~~period. ~~new~~Our product ~~development~~portfolio ~~and~~is ~~expand~~also ~~our~~diverse, with no seed ~~distribution~~variety ~~system~~accounting ~~into~~for ~~new~~more ~~markets~~than 1.2% of our net seed sales in fiscal year 2004.

5Strength in Research and Development

~~Table~~We are a leading innovator in the global vegetable and fruit seed industry. We employ a staff of ~~Contents~~more than 611 full-time people employed in research and development functions, including 120 individuals with Ph.D. and M.S. degrees, who conduct a global research effort from 53 locations around the world. Many of these research professionals are located in the same offices as our marketing and production staff to facilitate collaboration between our research teams and our sales, marketing and manufacturing departments and allow us to tailor our development efforts to meet the unique needs of local markets. Over the past four fiscal years, we have averaged approximately $49.7 million in annual research and development spending, which we believe is significantly higher than the research and development spending of other companies who compete in the vegetable and fruit seed industry.

~~PRODUCTS~~5

Brands Table of Contents

~~Through~~Strength ~~our customer-focused, brand strategy, we provide choices to growers with respect to product, price, promotion and service. We also advance our goal~~ of ~~providing~~Germplasm ~~information to enable growers to anticipate changes in consumer~~Bank ~~trends rather than reacting to them. We have four full-line brands, Asgrow,~~ ~~Petoseed, Royal Sluis and, beginning in October 2001, Seminis, each with its~~ ~~own identity and positioning. Asgrow, Petoseed and Royal Sluis, through the~~ years, have each featured important products in different regions and market segments, establishing highly valued brand identity, which we leverage through the introduction of new products. We also market seeds through regional or specialty brands, which are targeted to respond to the needs of local markets. These needs are driven by dietary preferences, desire for local products, specialized farm growing practices and local environmental and climatic conditions. We believe that our brands rank among the leading brands worldwide in the vegetable and fruit seed market.

~~The~~We ~~table~~own ~~below~~what ~~shows~~we believe is the ~~characteristics~~largest ofvegetable ~~each~~and fruit germplasm bank in the world. We view our collection of germplasm as our ~~brands~~key strategic asset. Germplasm is the hereditary information contained in ~~fiscal~~our ~~year~~seeds that determines ~~2002~~the characteristics of vegetables and fruits, including:

Percentage of

Fiscal year 2002

Date of

Net Seed Sales

Brand

Acquisition

Principal Products

Principal Regions

by Brand

Asgrow/Bruinsma

1994

Lettuce, peas, beans, carrots, onions, glass house cucumber, pepper and tomato

North America, Central America, Northern and Southern Europe

33.6

Petoseed/California

1995

Tomato, pepper, melon, squash, onion and cucumber

North America, Central America, South America, Southern Europe and Middle East

35.9

Royal Sluis

1995

Broccoli, cabbage, cauliflower, leeks, lettuce, spinach and bean

Europe and Middle East

18.0

Horticeres

1998

Lettuce, okra, tomato and tropical cauliflower

Brazil

—

Hungnong and Choong Ang

1998

Watermelon, Chinese cabbage, hot peppers and oriental radishes

South Korea

10.0

Other non-branded sales

2.5

Total

100.0

•		input traits, such as resistance to pests and adverse weather conditions;

•		system traits, such as long shelf life, reduced spoilage and enhanced processing capability; and

•		output traits, such as crop yield, color, texture, flavor, ready-to-eat convenience and nutrition.

~~Sales~~Our germplasm bank includes over 1.5 million breeding lines developed from a combined 600 years of worldwide breeding activity. We believe that the combination of our germplasm bank and ~~Marketing~~our research and development capabilities is a competitive advantage in developing and marketing better products.

~~Our~~Brand ~~product~~Strength ~~sales are widely diversified geographically, with Europe representing the largest percentage of total sales outside of North~~ and ~~Central America.~~Long ~~The~~Operating ~~tables below illustrate the breadth of our worldwide seed sales~~History ~~and product family in fiscal year 2002.~~

~~Fiscal~~We ~~Year~~market ~~2002~~full ~~Net~~lines ~~Seed~~of ~~Sales~~seeds byunder ~~Region~~the Asgrow, Petoseed, Royal Sluis and Seminis brands. The Asgrow, Petoseed and Royal Sluis brands have each been in existence for over 50 years. We believe that Asgrow, Petoseed and Royal Sluis are well recognized in the industry and in their markets for consistently developing and marketing high quality seeds for most major vegetable and fruit species. We also market seeds through five regional or specialty brands, which are targeted to respond to the demands of local markets. We believe that our brands rank among the leading brands worldwide in the vegetable and fruit seed markets.

		Fiscal Year 2002		As a Percentage of
Geographic Region		Net Seed Sales		Total Net Seed Sales
North and Central America		$	165.7		38.3	%
Southern Europe			86.1		19.9
Northern and Eastern Europe			46.3		10.7
Middle East and Africa			39.4		9.1
South America/Australia & New Zealand			37.7		8.7
Asia			57.1		13.3
	Total	$	432.3		100.0	%

Growing Demand for Our Products

6We believe that demand for our products will increase as world population and health awareness grow. The United Nations projects that world population will increase by 41.3% to 8.9 billion from 2002 to 2050. In addition, we believe that increased awareness of the nutritional benefits of vegetables and fruits will have a positive impact on the demand for our products. Vegetables and fruits are valuable in meeting basic nutritional needs and in preventing disease. We expect that the growing worldwide population and increasing health awareness will drive continued growth in the vegetable and fruit market.

~~Table~~BUSINESS ~~of Contents~~STRATEGY

~~Fiscal~~Our ~~Year~~business ~~2002~~strategy ~~Net~~is ~~Seed~~to ~~Sales~~focus byon ~~Family~~the following key initiatives:

		Percentage of
Product Family		Fiscal Year 2002 Sales
Solanaceous (tomato, pepper, eggplant, okra)			30.0	%
Cucurbits (melon, cucumber, pumpkin, squash)			23.2
Large Seed (bean, peas, sweet corn)			15.0
Brassica (broccoli, Brussels sprouts, cabbage, cauliflower, bok choy, Chinese cabbage)			11.8
Root and Bulb. (onion, leek, beet, carrot, radish)			10.6
Leafy and Other (lettuce, spinach, celery)			9.4
	Total		100.0	%

Continue Leadership in Product Development

We ~~reinforce~~intend ~~the~~to ~~market~~continue ~~positions~~to ofproduce ~~our~~innovative ~~products~~and ~~through~~value-added ~~strategic~~products ~~planning,~~to ~~pricing~~increase revenue and ~~communications~~improve cash flows. We ~~believe~~plan ~~that~~to ~~strong~~achieve ~~brands~~this ~~provide~~goal ~~an advantage~~by inleveraging ~~the~~our ~~marketplace~~germplasm ~~when~~bank ~~introducing~~and ~~new~~our ~~varieties.~~research ~~The~~and ~~reputation,~~development ~~reliability~~capabilities to develop products that are profitable and ~~trust~~that ~~associated~~cater ~~with~~to ~~our~~local ~~brands~~tastes ~~can~~and preferences. ~~lend~~We ~~credibility~~intend to ~~representations made~~continue ~~regarding~~to ~~new~~develop products that will meet the demand for a growing population under the constraints of a declining amount of arable land.

~~Over the last year, we have reviewed our regional brand strategy in order to~~6 leverage our brand recognition and reputation, while optimizing our infrastructure in sales teams and breeding programs. By doing so, we continue to provide new products in a way that will be supported by brand identity and market opportunity.

ThisTable reviewof resulted in the following: Contents

•Increase weRevenue ~~rationalized our product portfolio from over 6,000 varieties to just over 4,000, • we consolidated sales teams around the world to meet market needs~~ and •Profitability weThrough ~~established~~Value ~~teams of breeders focused on specialized lines of products and eliminated breeder redundancies in target markets.~~Capture

We ~~sell~~are ~~our~~implementing ~~products~~the ~~worldwide~~following byproduct ~~using~~development aand ~~wide~~pricing ~~range of distribution~~ strategies to ~~involving~~capture ~~direct~~additional ~~sales,~~farmgate ~~dealers, distributors~~ and ~~importers.~~retail ~~Largely driven by~~value: ~~local market needs, our distribution strategy for each geographic region is~~ ~~designed to maximize the market penetration of our brands.~~

~~While~~Existing ~~an important proportion of our sales are direct to growers, we also~~Products ~~foster close relationships with dealers and distributors. Where there is a~~ ~~market need, we use these dealers and distributors as an outside direct sales~~ ~~force. Dealers and distributors extend our brands’ ability to reach growers in~~ areas where there are geographic or other limitations to direct sales efforts. We are highly selective in the dealers and distributors chosen to represent our brands. Dealers and distributors are selected based on shared vision, technical expertise, local market knowledge and financial stability. In addition, we build dealer/distributor loyalty through an emphasis on service, access to breeders, joint trials, ongoing training and extensive promotional material support.

~~Product~~• ~~Development~~ Comprehensive and detailed market and product analysis to fully understand existing product differentiation and market position • Price adjustments based on product traits and competitive characteristics

WeNew ~~rely heavily on plant breeding supplemented with molecular and cellular~~Products ~~technology to create new product innovations. We focus our internal product~~ ~~development activities on products that are likely to have practical market~~ ~~applications, create significant market value, command premium pricing and~~ ~~capture leading local market share.~~

We• ~~currently~~Focused ~~own~~research ~~or have pending over 132 patents in such areas as virus resistance, product quality, breeding technology, gene expression, cell selection~~ and ~~resistance~~development ~~genes.~~on Adifferentiated ~~total~~seed ofproducts 7targeting ~~patents~~high-value ~~were~~end ~~issued~~markets ~~and~~• 14New ~~new patent~~product ~~applications~~launches ~~were~~at ~~filed~~significant inprice ~~fiscal~~premia ~~year~~to ~~2002.~~precursor ~~In addition, we have protected more than 382 varieties under plant variety protection laws and we have applications pending on additional 196 varieties.~~ products

7Consumer-Oriented Products

~~Table~~• Development of ~~Contents~~new products that emphasize traits such as nutrition, convenience and taste in response to consumer demand • Marketing directly to vegetable and fruit distributors, processors and retailers highly differentiated products with consumer-oriented traits • Pricing model that includes a seed price increase to the farmers whose demand for the seed is dictated by the distributor, processor or retailer, and a contractual royalty agreement with the distributor, processor or retailer

Leverage Our ~~new~~Global ~~product~~Production ~~development efforts utilize plant breeding, proprietary technology, biotechnology, molecular~~ and ~~cell~~Distribution ~~biology and plant pathology to~~System ~~introduce innovative products to the marketplace in an efficient and~~ ~~cost-effective manner. We augment our internal product development efforts~~ ~~through technological alliances with leading companies, research institutions~~ and universities. We believe that our internal research and development capability and access to innovative technology, coupled with our extensive germplasm resources, position us to best meet the changing demands and preferences of growers and end-consumers and increase our penetration in the value chain in the vegetable and fruit industry.

~~During~~Because ~~fiscal~~we ~~year~~grow ~~2002~~and produce seeds all over the world, weour ~~believe~~portfolio of production facilities and our ~~new~~network ~~product~~of ~~sales~~growers ~~represented~~reduce the effects of adverse ~~approximately~~conditions 5in a given geographic region.0% ofWe ~~revenue~~have the ability to shift production to utilize different seasons/climates throughout the world to accelerate product development. Our global distribution system enables us to learn about and ~~existing~~understand ~~products~~distinct ~~introduced~~farming ~~into~~communities ~~new~~throughout the world. ~~countries~~This orspecialized ~~new~~knowledge ~~markets~~allows ~~over~~us to monitor and understand the ~~last~~local markets ~~three~~and ~~years~~to ~~represented~~develop ~~over~~products 25on a global basis for local preferences.0% ofWe ~~total~~will ~~seed~~continue ~~sales~~to gather market information for new product development and expand our distribution system into new markets.

~~Product~~OPERATING ~~Development~~IMPROVEMENT ~~Platform~~INITIATIVES

We ~~conduct~~have ~~research~~instituted ~~and~~a ~~development~~number ~~activities~~of ininitiatives 48to ~~locations~~improve ~~throughout the world, including 16 in North America, 10 in Europe, 2 in the Middle East, 4 in South and Central America and 16 in Asia. By diversifying~~ our ~~research and~~operating ~~development geographically, we are able to take advantage of local breeding~~performance: ~~resources and many different microclimates. We are also better able to tailor~~ ~~our products to local tastes and preferences.~~

~~Each~~Optimize ~~region~~Global ofResearch ~~the world has particular requirements for the production of vegetables~~ and ~~fruits. These requirements are driven by local environmental~~Development ~~conditions such as temperature or rainfall as well as local consumer preference~~ ~~such as very sweet pink tomatoes in Japan or more acidic red tomatoes in Italy.~~ ~~We maintain an internally developed, proprietary database that contains~~ information on local production and local consumer needs. We have compiled the information in this database to enable our plant breeders and marketing and sales personnel to more effectively design new products to meet the needs of local markets.

WeIn ~~incurred $44.3 million~~2001, ~~$52.4 million~~we ~~and~~focused ~~$58.4 million~~on ofoptimizing ~~expenses~~our ~~related to~~global research and development ~~during fiscal years 2002, 2001 and 2000,~~ ~~respectively.~~organization Weby ~~have~~consolidating anour ~~extensive~~ research ~~and~~based ~~development~~on ~~staff~~categories ~~with~~of over 620 full-time people employed in research and development functions, including over 120 professionals with Ph.D. or M.S. degrees, including 79 plant breeders, 16 biotechnologists and 16 pathologists. Our plant breeding ~~staff is structured by~~ ~~groups of related crops (~~families). ~~Within~~To ~~each~~implement ~~family,~~this breeding is further structured by species to enhance product development efficiencies and adequately respond to changing consumer demands and preferences. All plant breeders have access to technology developed from our biotechnologyinitiative, ~~biochemistry~~ ~~and pathology laboratories. We provide incentives to our breeders~~we: ~~to ensure that our new products are targeted at viable markets.~~

~~Germplasm~~ • eliminated product redundancies, • aggregated and leveraged our previously decentralized global germplasm bank, • developed a single product pipeline per market, • enhanced regional and global teamwork, • eliminated brand-based internal competition, and • strengthened linkage to market opportunities by enhancing cross-functional collaboration within our company from the development of new products to the marketing of these products.

WeThese ~~own~~changes ~~what~~have weenabled ~~believe~~us isto ~~the~~better ~~largest~~align ~~vegetable and fruit germplasm bank in the world. Our germplasm bank is~~ our ~~key~~research ~~strategic~~and ~~asset. Germplasm, our bank of~~development ~~genetic~~efforts ~~information,~~with ~~is contained in millions of seeds. These seeds capture~~ the ~~characteristics~~needs of ~~vegetables and fruits grown for our~~ customers in ~~different~~ ~~regions~~our ofend ~~the~~markets ~~world,~~and ~~including input traits, such as resistance~~ to ~~pests~~ ~~and~~implement ~~adverse weather conditions and output traits, such as crop yield,~~our ~~color,~~value ~~texture,~~capture ~~flavor and ready-to eat convenience~~strategy. ~~This extensive germplasm~~ ~~resource is extremely difficult to replicate, having been developed through~~ ~~more than 150 years of intensive research and development efforts.~~

~~The merger of the Petoseed, Asgrow and Royal Sluis germplasm, plus the~~7 additions of germplasm from Bruinsma, Hungnong, Choong Ang and other acquired vegetable seed businesses, has created a very diverse germplasm resource. The strength of our germplasm is the extensive diversity of materials available and the genetic characteristics it contains. Our breeders utilize our germplasm, as well as our proprietary technologies, to develop innovative products suitable to the needs of different markets and conditions. Our extensive germplasm base is the basis for continued development of innovative products and future growth.

Technology Table of Contents

~~Our~~Enhance ~~product~~Seed ~~development~~Supply ~~technology positions us as one of the leaders in agricultural innovation. The time~~ and ~~capital~~Inventory ~~required~~Control ~~for the development of~~Management ~~new products represent the most formidable barriers to entry in the vegetable~~ ~~and fruit seed industry. On average, it takes five to 12 years for a~~ ~~proprietary variety to reach commercial viability. We employ biotechnology,~~ biochemistry, plant-to-plant genomics, tissue culture, dihaploids, cytoplasmic male sterility and molecular markers to enhance our plant breeding programs and improve the efficiency of our new product development efforts.

8Inventory surplus resulting from competition and market changes, shelf life expiration and overproduction represents an intrinsic risk in our business. In 1998, we began to design and implement proprietary systems and processes to minimize surpluses and shortages, including the development of an in-house forecasting program that we have implemented at the salesperson level. Over the next several years we continued this design and implementation effort. In 2002, we initiated a seed supply management program in order to minimize both stock-outs and inventory surplus, and to optimize the location of world production based on quality, time, cost and volume. We have also hired inventory risk managers and a forecast accuracy team to ensure that our sales and production forces meet their seed supply management objectives. We believe these new tools and procedures have helped to reduce the forecasting volatility inherent in our business and will minimize the level of normalized annual inventory write-offs.

~~Table of Contents~~PRODUCTS

~~Breeding —~~ We ~~maintain~~currently ~~significant~~market ~~breeding~~approximately ~~programs~~3,500 ~~for~~varieties 28of ~~major~~seeds ~~vegetable~~within ~~and fruit~~60 species ~~that yielded more than 80 commercial varieties and more than 150~~. ~~non-commercial~~In ~~products in~~ fiscal year ~~2002.~~2004, ~~Our~~we ~~breeding~~sold ~~strategy~~approximately is74.3% ~~to create~~of ~~vegetable~~hybrid ~~and~~seed ~~fruit hybrids~~ and ~~varieties~~25.7% ~~with combinations~~ of ~~traits~~ ~~that~~open-pollinated ~~are superior to principal competitor hybrids and varieties that meet or anticipate the changing demands of the market~~seed. ~~These~~The ~~improved~~table ~~traits~~below ~~include more~~summarizes ~~economical~~our ~~production,~~fiscal ~~improved yields, superior disease resistance,~~years ~~environmental tolerance~~2004, ~~longer~~2003 ~~shelf lives, superior processing characteristics~~ and ~~consumer~~2002 ~~benefits~~net ~~such~~seed assales ~~improved taste, appearance,~~by ~~nutrition,~~product ~~ready-to-eat convenience and health benefits.~~family:

~~Plant~~Net ~~and~~Seed ~~Genetic Technology —~~Sales ~~Through the use of our proprietary processes, we enhance the efficiency of our breeding programs~~ by ~~enabling~~Product ~~our breeders to~~Family ~~identify and incorporate important plant traits into breeding lines, while~~ ~~significantly reducing the lead-time necessary to introduce commercially viable~~ ~~products. These proprietary processes include the use of tissue culture, dihaploid breeding, cytoplasmic male sterility, molecular markers, genomics and biotechnology.~~

Plant Pathology — Vegetables and fruits are susceptible to diseases that can affect yield as well as quality of the final product. In order for our plant breeders to develop vegetable and fruit varieties resistant to diseases, we believe we have established the largest plant pathology group in the industry to identify and understand diseases important in vegetables and fruits. With 16 scientists in a network of laboratories throughout the world, we are currently working on more than 100 different diseases, targeting those that have the greatest impact on commercial vegetable and fruit production.


	Percentage of			Percentage of			Percentage of
	Fiscal Year 2004			Fiscal Year 2003			Fiscal Year 2002
Product Family	Net Seed Sales			Net Seed Sales			Net Seed Sales
Solanaceous (tomato, pepper, eggplant)		28.6	%		29.0	%		30.0	%
Cucurbits (melon, cucumber, pumpkin, squash)		22.5			23.0			23.2
Large Seed (beans, peas, sweet corn, okra)		15.7			16.0			15.0
Brassica (broccoli, brussels sprouts, cabbage, cauliflower, bok choy, chinese cabbage, radish)		12.7			13.0			11.8
Root and Bulb. (onion, leek, beet, carrot)		10.9			10.0			10.6
Leafy and Other (lettuce, spinach, celery)		9.6			9.0			9.4

Total		100.0	%		100.0	%		100.0	%

AsThe afollowing result of these efforts, we lead the industry by providing what we believe to be the widest range of disease resistant hybrids that require reduced or no chemical applications while enhancing growers’ yield potential. Our plant pathology resources also enable us to maintain rigorous quality control standards. All seed-lots are ~~screened~~several ~~for~~examples ~~a wide variety~~ of ~~diseases~~our ~~that~~strongest ~~could be~~performing ~~carried on the seed. Lots that may be contaminated are treated to destroy~~products: ~~the disease organisms or are destroyed.~~

~~Strategic~~• ~~Relationships~~ Hybrid Sweet Pepper (North and Central America) — Represented 1.2% of our net seed sales in fiscal year 2004 ($5.9 million). This product provides to growers high quality fruits with high yields, and resistance to local bacterial diseases, and adapts well to its environment.

We• ~~actively~~Hybrid ~~seek~~Processing ~~access~~Tomato to(Primarily ~~technology~~in ~~applicable~~Southern toEurope) ~~vegetables~~— ~~and~~Represented ~~fruits from companies, research institutions and leading universities~~1.1% ~~Either~~of ~~directly or through Savia,~~ our ~~majority~~net ~~owner,~~seed wesales ~~have~~in ~~over~~fiscal ~~100~~year ~~technology~~2004 ~~agreements providing access to germplasm, genes, technology, patents and proprietary knowledge~~($5.8 ~~We actively develop collaborations and acquire technologies from private corporations, research institutions and leading universities~~million). ~~We believe~~This ~~that our investment in technology agreements and collaborations reduces the cost and risk normally associated with new~~ product ~~development,~~is asattractive ~~we utilize~~to ~~collaborators~~growers ~~for~~because ~~most~~ of ~~our~~its ~~basic~~propensity ~~research.~~for Wehigher ~~typically~~yield, ~~share~~adaptability ~~the value created as a result of our agreements~~ and ~~collaborations~~high ~~with~~processing ~~our partners once a product reaches commercialization~~quality.

~~Production~~• Bean Variety (North America, Europe, and ~~Operations~~ North Africa) — Represented 1.0% of our net seed sales in fiscal year 2004 ($5.1 million). This product is attractive to growers because of its high yield, adaptability and quality.

~~We typically contract with seed growers to produce 80-85% of our seeds. The~~8 balance is produced on company-owned farms. We provide the producer with male and female ''parent’’ lines for hybrid varieties and basic stock seed for open pollination varieties, which are multiplied into commercial quantities. The grower returns the seeds to one of our operations facilities for cleaning, quality control, packaging and climate-controlled storage prior to sale to the customer.

OurTable seedsof are produced both domestically and internationally in 25 countries in the Northern and Southern Hemispheres to mitigate growing risks associated with weather or disease in any one region and to replicate local growing conditions. In the United States, we produce seeds in Arizona, California, Idaho, Oregon and Washington through contract production with high-quality, dependable growers. Seeds are produced internationally through subsidiaries in Argentina, Canada, Chile, France, Guatemala, Hungary, Italy, Mexico, New Zealand, Peru, South Africa, South Korea, Thailand and the Netherlands and through exclusive agents using our proprietary technology in Australia, China, Czech Republic, Denmark, Ecuador, Germany, India, Israel, Italy, Japan, Latvia, New Zealand, Romania, Slovakia, South Africa, Taiwan, Tanzania, Turkey and Vietnam. Contents

BySales ~~geographically diversifying our production facilities, we can schedule planting on a year-round basis, maximize yield, reduce inventory requirements~~ and ~~better ensure adequate supplies. In addition, we manage the availability~~Marketing ~~of quality products throughout the world by maintaining production capabilities~~ ~~for each variety in at least two locations in each hemisphere. For example, a~~ ~~new variety with strong, unanticipated demand in the Northern Hemisphere can be~~ ~~supplied by using additional production from the Southern Hemisphere.~~

9We sell our products worldwide using a wide range of distribution strategies involving direct sales, dealers, distributors and importers. Largely driven by local market needs, our distribution strategy for each geographic region is designed to maximize the sales penetration of our products. Our net seed sales for the fiscal years 2004, 2003 and 2002 were $507.4 million, $461.0 million and $432.3 million, respectively, and their percentages to net sales were 96.5%, 96.6% and 95.5%, respectively.

~~Table~~Our product sales are widely diversified geographically, with Europe representing the largest percentage of ~~Contents~~total sales outside of North and Central America. The table below illustrates the geographic diversification of our worldwide seed sales during fiscal year 2004, 2003 and 2002.

We control contract production globally by providing on-site management and technical personnel to oversee the production process. We supply producers with stock seed, specialized hybridizing techniques and specialized sowing and harvesting equipment to ensure product quality. Production is split among numerous species, ranging from hand-labor intensive hybrid crops such as peppers and tomatoes, to machine planted and harvested seed crops such as peas, beans and sweet corn. Product quantities are determined by long-term sales forecasts, product safety stock in inventory and the production history for the region and product.


Net Seed Sales by Region
	Fiscal Year 2004		Percentage of			Fiscal Year 2003		Percentage of			Fiscal Year 2002		Percentage of
	Net Seed Sales		Fiscal Year 2004			Net Seed Sales		Fiscal Year 2003			Net Seed Sales		Fiscal Year 2002
Geographic Region	(in millions)		Net Seed Sales			(in millions)		Net Seed Sales			(in millions)		Net Seed Sales
North and Central America	$	178.0		35.1	%	$	166.0		36.0	%	$	165.7		38.3	%
Northern, Eastern, and Southern Europe, Middle East and Africa		230.4		45.4			200.9		43.6			170.0		39.3
South America		32.0		6.3			30.1		6.5			31.7		7.4
Asia Pacific		52.9		10.4			49.8		10.8			54.9		12.7
West Asia		14.1		2.8			14.2		3.1			10.0		2.3

Total	$	507.4		100.0	%	$	461.0		100.0	%	$	432.3		100.0	%

WeWhile ~~have~~approximately ~~main~~39.0% ~~processing~~of ~~facilities~~our net seed sales in ~~California,~~fiscal ~~Idaho,~~year ~~Washington,~~2003 ~~Chile,~~were made ~~Italy,~~directly ~~Hungary~~to growers, ~~the~~we ~~Netherlands~~also ~~and~~foster ~~South~~close ~~Korea~~relationships ~~and~~with ~~auxiliary~~dealers ~~processing~~and ~~centers~~distributors. inWhere ~~Brazil~~there is a market need, ~~New~~we ~~Zealand~~use these dealers and distributors ~~India.~~as ~~The~~an ~~location~~outside ofdirect ~~our~~sales ~~seed~~force. ~~processing centers~~Dealers isand ~~intended~~distributors enable our products to ~~facilitate~~reach ~~the~~growers ~~flow~~in ofareas ~~seeds~~where ~~from~~there ~~production~~are ~~areas~~geographic toor other ~~major~~constraints ~~markets.~~on ~~Our~~direct ~~planning~~sales ~~department~~efforts. ~~utilizes~~We aare ~~specially~~highly ~~designed~~selective ~~logistics~~in choosing the ~~system,~~dealers ~~which~~and ~~integrates~~distributors ~~the~~that ~~planning~~represent ~~functions~~our inbrands. ~~production,~~We ~~operations~~select dealers and ~~sales.~~distributors ~~The~~based ~~implementation~~on ofshared ~~this~~vision, ~~system~~technical ~~has~~expertise, ~~provided~~local ~~real~~market knowledge ~~time~~and ~~information~~financial stability. In addition, we build dealer/distributor ~~about~~loyalty ~~inventory~~through ~~from~~an ~~crop~~emphasis inon ~~ground~~service, access to ~~finished~~breeders, joint trials, ongoing training and ~~available~~extensive ~~inventory~~promotional ~~for~~material support. No single dealer ~~sales~~or ~~over~~distributor aaccounted ~~four-year~~for ~~time~~greater ~~horizon~~than 2.6% of our total sales in fiscal year 2004.

~~Quality~~Product ~~Assurance~~Development

~~Quality~~We ~~assurance~~rely ~~(QA) oversees~~heavily anon ~~extensive~~plant ~~program~~breeding ~~that~~supplemented iswith ~~designed~~molecular toand ~~build~~cellular ~~quality~~technology ~~into~~to ~~the~~create ~~seed,~~new ~~beginning~~product atinnovations. ~~the~~We ~~breeder~~focus ~~level,~~our ~~continuing~~internal ~~through~~product ~~production,~~development ~~processing~~activities ~~and~~on ~~sale~~products ofthat ~~the~~are ~~commercial~~likely ~~seed. This group conducts extensive testing of our seed~~ to ~~confirm~~have ~~genetic~~practical ~~purity and identity, both in~~market ~~the field and through molecular techniques~~applications, ~~fieldwork~~create insignificant ~~molecular~~market ~~purity~~value, ~~hybridity~~ ~~and~~command ~~identity~~premium ~~analysis,~~pricing ~~as well as germination~~ and ~~physical purity~~ ~~evaluations.~~capture Weleading ~~also~~local ~~test~~market ~~the general health of the seed~~share.

QAWe ~~sets~~currently ~~guidelines~~own ~~for~~or ~~the~~co-own ~~production~~63 patents (issued and ~~operations~~allowed) ~~process,~~and ashave ~~well~~77 aspatents ~~monitors~~pending ~~the~~in ~~correct~~such ~~application~~areas ofas ~~procedures.~~varieties, Ingermplasm, ~~addition~~virus resistance, ~~this~~product quality, ~~group~~breeding technology, gene expression, cell selection and resistance ~~interfaces~~genes. ~~with~~A ~~our~~total ~~customers~~of to7 ~~ensure~~patents ~~their~~were ~~satisfaction~~issued ~~with~~and ~~our~~13 ~~products~~new patent applications were ~~and~~filed ~~services,~~in ~~gathering~~fiscal year 2004, ~~analyzing~~with 12 patents issued and ~~disseminating~~13 ~~quality-related~~new patent applications ~~information~~filed toin ~~all~~fiscal ~~our~~year ~~internal~~2004 ~~areas~~and ~~involved~~one inpatent issued and 1 new patent application in the ~~supply~~running ~~chain~~fiscal year 2005. AsIn ~~a result~~addition, we ~~capitalize~~have onprotected ~~the~~more ~~experience~~than 385 varieties under plant variety protection laws and ~~historical~~we ~~information~~have ~~available~~more tothan us245 applications ~~across~~for ~~regions~~plant ~~and~~variety ~~functions~~protection pending.

~~COMPETITION~~Our new product development efforts utilize plant breeding, proprietary technology, biotechnology, molecular and cell biology and plant pathology to introduce innovative products to the marketplace in an efficient and cost-effective manner. We augment our internal product development efforts through technological alliances with leading companies, research institutions and universities. We believe that our internal research and development capability and access to innovative technology, coupled with our extensive germplasm resources, position us to best meet the changing demands and preferences of growers and end-consumers and increase our penetration in the value chain in the vegetable and fruit industry.

WeDuring ~~face~~fiscal ~~direct~~year ~~competition~~2004, ~~from~~our ~~technological~~new ~~advances~~product bysales ~~competitors~~(products ~~such~~launched ascommercially ~~other~~in ~~seed~~the ~~companies,~~last ~~chemical~~3 years ~~and~~plus ~~pharmaceutical~~the ~~companies~~current year and ~~biotechnology companies,~~products ~~many~~in ofdevelopment ~~which~~“Phase ~~have~~1 – ~~substantially~~adoption” ~~greater~~and ~~resources~~“Phase ~~than~~2 we– ~~do.~~demonstration”) ~~To remain~~represented ~~competitive, we expend~~ approximately ~~10.0~~20% of ~~our~~ revenue ~~from seed~~. ~~sales in research and development and strive to maintain technological~~ ~~alliances.~~

~~Our principal global competitors are Syngenta Seeds Inc., Sakata Seed Corp. and~~9 Groupe Limagrain. We also face local competition in each region. We believe that the key competitive drivers in the industry are proven performance, customer support in the field as well as price and service. We believe that our global and local presence gives us a leading role in the industry as well as a competitive advantage. The economies of scale that we have and our ability to quickly introduce new products to market provide us with a superior advantage in the marketplace.

INTELLECTUALTable PROPERTY of Contents

WeProduct ~~use~~Development ~~a wide array of technological and proprietary processes to enhance our~~Platform ~~germplasm and product development programs. These technologies and proprietary~~ ~~processes enable us to create novel product concepts and reduce the time to~~ ~~market by, in many cases, two to five years. We file for patents on technology~~ that is patentable, although we do not file for patents on all potentially patentable technologies. We currently own or have pending patents in such areas as virus resistance, product quality, breeding technology, gene expression, cell selection and resistance genes, including 51 issued or allowed patents in Australia, Canada, France, Germany, Great Britain, Italy, the Netherlands, South Africa and the United States. We currently have 81 patent applications filed or pending, in Argentina, Australia, Brazil, Canada, Chile, China, the European Union, Hungary, India, Indonesia, Israel, Japan, Mexico, New Zealand, Romania, South Korea, Saudi Arabia, Spain, Thailand, Turkey, Ukraine and the United States.

~~Intellectual~~We ~~property~~conduct ~~rights~~research ~~protect~~and ~~our~~development ~~products~~activities ~~and~~in ~~technologies~~53 ~~from~~locations ~~use~~throughout bythe ~~competitors~~world, ~~and~~including ~~others.~~15 ~~Intellectual~~in ~~property~~North ~~rights~~America, of10 ~~importance~~in ~~for~~Europe, ~~us include~~2 ~~utility~~in ~~patents,~~the ~~plant~~Middle ~~variety~~East, ~~protection~~4 ~~(PVP) certificates under~~in ~~plant~~South ~~variety~~and ~~protection~~Central ~~laws,~~America ~~trademarks~~ and ~~trade~~22 ~~secrets~~in Asia. ~~The~~By ~~protection~~diversifying of our ~~germplasm~~research and development ~~varieties~~geographically, ~~through~~we ~~patents~~are ~~and~~able ~~PVP~~to ~~certificates~~take isadvantage ~~focussed~~of onlocal breeding ~~open-pollinated~~resources ~~varieties,~~and ~~parental~~many ~~lines,~~different ~~traits~~microclimates. ~~and~~We ~~gene~~are ~~technologies~~also ~~related to~~better ~~hybrid~~able ~~varieties,~~to ~~novel~~tailor our ~~traits,~~products ~~novel~~to ~~breeding~~local ~~technologies,~~tastes ~~molecular markers~~ and ~~disease resistance~~preferences.

10Each region of the world has particular requirements for the production of vegetables and fruits. These requirements are driven by local environmental conditions such as temperature or rainfall as well as local consumer preference such as very sweet pink tomatoes in Japan or more acidic red tomatoes in Italy. We maintain an internally developed, proprietary database that contains information on local production and local consumer needs. We have compiled the information in this database to enable our plant breeders and marketing and sales personnel to more effectively design new products to meet the needs of local markets.

~~Table~~We incurred $51.1 million, $48.4 million, $44.3 million, $52.5 million and $58.4 million of ~~Contents~~expenses related to research and development during fiscal years 2004, 2003, 2002, 2001 and 2000, respectively. The research and development expense in fiscal year 2004 was reduced by $2.5 million of depreciation expense due to the impact of purchase accounting that was discussed in the overview and outlook sections. We have an extensive research and development staff with over 611 full-time people employed in research and development functions, including over 120 professionals with Ph.D. or M.S. degrees, including 78 plant breeders, 13 biotechnologists and 18 pathologists. Our plant breeding staff is structured by groups of related crops (families). Within each family, breeding is further structured by species to enhance product development efficiencies and adequately respond to changing consumer demands and preferences. All plant breeders have access to technology developed from our biotechnology, biochemistry and pathology laboratories. We provide incentives to our breeders to ensure that our new products are targeted at viable markets.

~~In the United States, the European Union, Japan and many other countries, plant~~Germplasm ~~varieties can be protected under laws which grant rights to plant breeders to~~ ~~protect their seeds, including the right to prevent third parties from~~ ~~importing or exporting, storing, processing, reproducing or selling protected~~ varieties within the territory of protection. We have protected 382 plant varieties under plant variety protection certificates or plant variety right certificates in the United States, the European Union and other countries. We have another 196 applications for plant variety protection pending, mostly in the United States and the European Union.

~~Apart~~We ~~from~~own ~~obtaining~~what ~~patent~~we ~~and~~believe ~~PVP~~is ~~protection~~the ~~Seminis~~largest ~~has~~vegetable ~~developed~~and ~~a corporate~~fruit ~~policy~~germplasm tobank ~~protect~~in ~~its~~the world. ~~proprietary~~Our ~~and~~germplasm ~~confidential~~bank ~~information~~is ~~such as~~our ~~trade~~key ~~secrets~~strategic asset. InGermplasm, ~~the~~our ~~past~~bank ~~fiscal~~of genetic ~~year~~information, ais ~~corporate~~contained ~~policy~~in ~~has~~millions ~~been announced~~of seeds. ~~The~~These ~~implementation~~seeds capture the characteristics of ~~this~~vegetables ~~policy~~and isfruits ~~now~~grown ~~underway~~for inour ~~the~~customers in different ~~functional~~regions ~~areas~~ of the ~~company.~~world, ~~The~~including ~~objectives~~input oftraits, ~~the~~such ~~trade~~as ~~secret~~resistance ~~policy~~to ~~are~~pests and toadverse ~~prevent~~weather ~~disclosure~~conditions ofand ~~sensitive~~output ~~information~~traits, such as crop yield, color, texture, flavor and ready-to ~~protect~~eat ~~the~~convenience. ~~company’s~~This extensive germplasm resource ~~legal~~is ~~interests~~extremely ifdifficult ~~its~~to ~~trade~~replicate, ~~secrets~~having ~~are~~been ~~appropriated~~developed through more than 150 years of intensive research and development efforts.

~~Recently~~The merger of the ~~registration~~Petoseed, Asgrow and ~~maintenance~~Royal ofSluis ~~trademarks~~germplasm, ~~were~~plus ~~transferred~~the additions of germplasm from Bruinsma, Hungnong, Choong Ang and other acquired vegetable seed businesses, has created a very diverse germplasm resource. The strength of our germplasm is the ~~marketing~~extensive todiversity of materials available and the ~~Intellectual~~genetic ~~Resource~~characteristics ~~Protection~~it ~~department~~contains. ~~Seminis~~Our ~~owns~~breeders utilize our germplasm, as awell ~~large~~as ~~portfolio~~our ofproprietary ~~trademarks~~technologies, into ~~many~~develop ~~countries~~innovative products suitable to the needs of different markets and conditions. Our extensive germplasm base is the ~~world~~basis for continued development of innovative products and future growth.

~~We intend to continue developing comprehensive intellectual property and~~Technology ~~protection through utility patents including key varieties and parent lines,~~ ~~PVP certificates and trade secrets. We will also aggressively expand~~ ~~protection of our varieties and parent lines through plant variety rights. We~~ ~~will continue to aggressively enforce all our intellectual property rights.~~

~~REGULATION~~Our product development technology positions us as one of the leaders in agricultural innovation. The time and capital required for the development of new products represent the most formidable barriers to entry in the vegetable and fruit seed industry. On average, it takes five to 12 years for a proprietary variety to reach commercial viability. We employ biotechnology, biochemistry, plant-to-plant genomics, tissue culture, dihaploids, cytoplasmic male sterility and molecular markers to enhance our plant breeding programs and improve the efficiency of our new product development efforts.

~~The~~Breeding ~~developing,~~— ~~testing~~We maintain significant breeding programs for 28 major vegetable and fruit ~~commercialization~~species ofthat ~~seed~~yielded nearly 100 commercial varieties and more than 500 pre-commercial products ~~are~~in ~~subject~~fiscal year 2004. Our breeding strategy is to ~~legislation~~create vegetable and ~~regulation~~fruit inhybrids ~~various~~and ~~countries.~~varieties ~~These~~with ~~regulations~~combinations ~~may~~of ~~govern~~traits ~~genetic~~that ~~exclusivity,~~are ~~environmental~~superior ~~concerns,~~to ~~product~~principal ~~viability,~~competitor ~~performance~~hybrids and ~~labeling.~~ ~~While~~varieties ~~regulation~~that ~~adds~~meet aor anticipate ~~cost~~the changing demands of ~~doing~~the ~~business~~market. toThese ~~the~~improved ~~industry~~traits provide more economical production, itimproved yields, superior disease resistance, ~~also~~environmental ~~provides~~tolerance, ~~protection~~longer ~~for~~shelf ~~research~~life, superior processing characteristics and ~~development~~consumer ~~investment~~benefits insuch ~~new products~~as improved taste, ~~thereby~~appearance, ~~encouraging~~nutrition, ready-to-eat ~~continued~~convenience ~~new~~and ~~product~~health ~~development~~benefits.

~~Registration~~Plant ~~Process~~and Genetic Technology — Through the use of our proprietary processes, we enhance the efficiency of our breeding programs by enabling our breeders to identify and incorporate important plant traits into breeding lines, while significantly reducing the lead-time necessary to introduce commercially viable products. These proprietary processes include the use of tissue culture, dihaploid breeding, cytoplasmic male sterility, molecular markers, genomics and biotechnology.

~~Variety registration varies from country to country, but generally each variety~~10 must be phenotypically unique. That is, the size, color, maturity and quality must be verifiably different from the varieties that already exist in the market. Once a variety is registered it cannot be changed. In the United States, the registration process is voluntary and determination that a variety is unique is left to the breeder. In Europe and many other countries, the registration process is regulated and determination of uniqueness is made in official trials.

PhytosanitaryTable Certification of Contents

~~The~~Plant ~~purpose~~Pathology of— ~~phytosanitary~~Vegetables ~~requirements~~and isfruits toare ~~prevent~~susceptible ~~the~~to ~~spread of plant~~ diseases that can affect beyield ~~carried~~as onwell ~~seeds~~as orquality ~~other~~of ~~plant~~the ~~tissue~~final product. ~~Each seed-producing~~In ~~country~~order ~~has~~for ~~agricultural~~our ~~inspectors~~plant breeders ~~that~~to ~~check~~develop ~~the~~vegetable ~~seed~~and ~~crops for~~fruit ~~the~~varieties ~~presence~~resistant ofto ~~specified~~ diseases., ~~After~~we believe ~~these~~we ~~crops~~have ~~are~~established ~~harvested, laboratory~~the ~~tests~~largest ~~are~~plant ~~also~~pathology ~~conducted~~group toin ~~ensure that~~ the ~~seeds~~industry to ~~are~~identify ~~clean~~ and ~~free of~~understand ~~impurities.~~diseases ~~Having~~important ~~passed~~in ~~the~~vegetables ~~inspection~~ and ~~lab~~fruits. ~~tests,~~With ~~the~~18 scientists ~~department~~in ~~or ministry~~a network of ~~agriculture~~laboratories ofthroughout the ~~producing~~world, ~~country~~we ~~issues~~are ~~a phytosanitary~~currently ~~certificate~~working ~~stating~~on ~~that~~more ~~the~~than ~~seeds~~200 ~~are~~different ~~free of specified~~ diseases., ~~Importing countries~~targeting ~~then~~those ~~allow~~that have the greatest ~~seeds~~impact ~~to cross their borders~~ on ~~the~~commercial ~~basis~~vegetable ofand ~~these certificates~~fruit production.

~~Labeling~~As a result of ~~Genetically~~these ~~Engineered~~efforts, ~~Products~~we lead the industry by providing what we believe to be the widest range of disease resistant hybrids that require reduced or no chemical applications while enhancing growers’ yield potential. Our plant pathology resources also enable us to maintain rigorous quality control standards. All seed-lots are screened for a wide variety of diseases that could be carried on the seed. Lots that may be contaminated are treated to destroy the disease organisms or are destroyed.

~~There~~Strategic ~~are no worldwide, accepted regulations for genetically engineered~~Relationships ~~products. Consequently, we are required to seek and obtain regulatory~~ ~~approvals in each country where such seeds will be sold or where the harvested~~ ~~produce will be exported. In the European Union and Switzerland, labeling of~~ genetically engineered products is mandatory, whereas in other countries, such as Canada and the United States, labeling is required only if there is a compositional change or a health risk associated with the product. Japan, Australia and New Zealand now also require labeling. Other regions where we sell products either have labeling requirements similar to the United States or have no labeling requirements. We believe we do comply with the labeling requirements of each country in which we conduct business.

11We actively develop collaborations to acquire technologies applicable to vegetables and fruits from private companies, research institutions and leading universities. Either directly or through Savia, we have approximately 130 technology agreements providing access to germplasm, genes, technology, patents and proprietary knowledge. We believe that our investment in technology agreements and collaborations reduces the cost and risk normally associated with new product development, as we utilize collaborators for most of our basic research. We typically share the value created as a result of our agreements and collaborations with our partners once a product reaches commercialization.

~~Table~~Production ofand ~~Contents~~Operations

~~Environmental~~We ~~Regulation~~typically contract with seed growers to produce 85-90% of our seeds. The balance is produced on company-owned farms. We provide the producer with male and female “parent” lines for hybrid varieties and basic stock seed for open pollination varieties, which are multiplied into commercial quantities. The grower returns the seeds to one of our operations facilities for cleaning, quality control, packaging and climate-controlled storage prior to sale to the customer.

Our ~~worldwide~~seeds ~~operations~~ are ~~subject~~produced toboth adomestically ~~broad~~and ~~range~~internationally ofin ~~environmental~~25 ~~and~~countries in ~~health~~the Northern and ~~safety~~Southern ~~laws,~~Hemispheres ~~regulations~~to ~~and~~mitigate ~~standards.~~growing ~~These~~risks ~~laws,~~associated ~~regulations and~~with ~~standards~~weather ~~are~~or ~~related~~disease ~~to,~~in ~~among~~any ~~other~~one ~~things,~~region ~~air~~and ~~emissions,~~to ~~waste~~replicate ~~water~~local growing conditions. ~~discharges,~~In the ~~use~~United ~~and~~States, ~~handling~~we ofproduce ~~hazardous~~seeds ~~materials~~in Arizona, ~~product~~California, ~~labeling~~Idaho, Oregon ~~waste~~and ~~disposal~~Washington ~~practices~~through contract production with high-quality, ~~cleanup~~dependable growers. ofSeeds ~~environmental~~are ~~contamination~~produced ~~and~~internationally ~~the~~through ~~use~~subsidiaries ofin Argentina, ~~chemicals~~Brazil, inChile, ~~our~~France, ~~agricultural~~Guatemala, ~~growing~~Hungary, ~~operations.~~Italy, ~~Capital~~Mexico, ~~expenditures~~New ~~for~~Zealand, Peru, ~~property~~South Africa, ~~plant~~South ~~and~~Korea, ~~equipment~~Thailand ~~for~~and ~~environmental~~the ~~control~~Netherlands ~~activities~~and ~~were~~through ~~not~~exclusive ~~material~~agents ~~during~~using ~~the~~our ~~fiscal~~proprietary ~~years~~technology ~~ended~~in ~~September 30~~Australia, ~~2002~~Bolivia, orChina, ~~September 30~~Denmark, ~~2001~~Ecuador, India, Italy, Latvia, New Zealand, South Africa, Tanzania, Turkey and South Vietnam.

~~Although~~By geographically diversifying our production facilities, we ~~are~~can ~~unable~~schedule planting toon ~~predict~~a ~~which~~year-round ~~environmental~~basis, ~~legal~~maximize ~~requirements~~yield, ~~may~~reduce beinventory requirements ~~adopted~~and inbetter ~~the~~ensure ~~future~~adequate supplies. In addition, we ~~have~~manage ~~not~~the ~~made~~availability ~~and~~of quality doproducts ~~not~~throughout ~~anticipate~~the ~~making~~world ~~material~~by maintaining production capabilities ~~expenditures~~for ~~with~~each ~~respect~~variety toin ~~environmental~~at ~~protection.~~least ~~The~~two ~~compliance~~locations ~~cost associated~~in ~~with~~each ~~environmental~~hemisphere. ~~legal~~For ~~requirements~~example, ~~however~~a new variety with strong, ~~could~~unanticipated ~~result~~demand in the Northern Hemisphere can be ~~future~~supplied by using additional ~~costs~~production tofrom ~~operations~~the Southern Hemisphere.

~~EMPLOYEES~~We control contract production globally by providing on-site management and technical personnel to oversee the production process. We supply producers with stock seed, specialized hybridizing techniques and specialized sowing and harvesting equipment to ensure product quality. Production is split among numerous species, ranging from hand-labor intensive hybrid crops such as peppers and tomatoes, to machine planted and harvested seed crops such as peas, beans and sweet corn. Product quantities are determined by long-term sales forecasts, product safety stock in inventory and the production history for the region and product.

AsWe ofhave ~~September 30~~main processing facilities in California, ~~2002~~Idaho, weWashington, ~~had~~Chile, Italy, ~~approximately~~Hungary, 2the Netherlands and South Korea and auxiliary processing centers in France,~~702~~ ~~employees~~South Africa, Thailand, Brazil, New Zealand and India. WeThe ~~believe~~location weof our seed processing ~~have~~centers ~~good~~is ~~relations~~intended ~~with~~to ~~our~~facilitate ~~employees~~the flow of seeds from production areas to major markets. Our planning department utilizes a specially designed logistics system, which integrates the planning functions in production, operations and sales. The implementation of this system has provided real time information about inventory from crop in ground to finished and available inventory for sales over a four-year time horizon.

~~RECENT DEVELOPMENTS~~11

OnTable December 13, 2002, Savia, S.A. de C.V., 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 Fox Paine and certain Savia related parties will acquire all of the outstanding shares of Seminis, Inc. In response to the proposed transaction, the Company formed a special committee of the independent directors to evaluate the proposed transaction and its fairness and to make a recommendation to the full Board of Directors. The proposed transaction is subject to certain conditions, including the satisfactory completion of a review of the business and financial condition of Seminis by Fox Paine, the negotiation of definitive agreements covering the transactions contemplated under the letter of intent, the refinancing and incurrence of additional indebtedness of Seminis, the acquisition of the Seminis shares held by the public, the approval of the bank lenders of both Savia and its controlling stockholders, the obtaining of regulatory approvals, the approval of the Board of Directors of Seminis and Savia and the approval of the stockholders of Seminis and Savia. Contents

OnQuality ~~December 17, 2002 and January 4, 2003, four purported class action lawsuits~~Assurance ~~were filed relating to the above-described transaction. Three 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 and Pablo Herranz~~ v. Seminis, Inc., et al., Civil Action No. 20105 — were filed in the Delaware Court of Chancery (New Castle County), while the fourth, Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California Superior Court (Ventura County). The Firth, Pozniak and Herranz complaints name as defendants Savia S.A. de C.V. (“Savia”) and Seminis, Inc. (“Seminis”), along with Seminis’ directors. The Rosales complaint names as a defendant Seminis and its directors. All four complaints purport to be brought on behalf of Seminis common stockholders or their successors. All four 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~~Quality Assurance (QA) 2oversees an extensive program that is designed to build quality into the seed, beginning at the breeder level, continuing through production, processing and sale of the commercial seed. ~~Properties~~This group conducts extensive testing of our seed to confirm genetic purity and identity, both in the field and through molecular techniques, fieldwork in molecular purity, hybridity and identity analysis, as well as germination and physical purity evaluations. We also test the general health of the seed. Our Seed Health labs in Enkhuizen, Holland and Woodland, USA, have been recently accredited by the NAKT and National Seed Health System, respectively, confirming the consistent and industry wide procedures applied in our own testing.

InOver ~~fiscal~~the ~~year~~last ~~2000~~year, wetwo ~~relocated~~groups towere ~~our~~incorporated ~~new~~into ~~worldwide headquarters and processing facility located in Oxnard, California. This facility is equipped with some of~~ the ~~highest~~QA ~~quality,~~group ~~state-of-the-art,~~to ~~seed processing equipment~~account ~~and has been specifically designed~~ for ~~optimum storage conditions for vegetable and fruit seeds, to further ensure high quality seed inventory. Within the production~~ “process, wetechnology” ~~directly control significant, open-field production capacity~~ in ~~Chile,~~both ~~Mexico~~Production and ~~Peru on land predominantly owned by us~~Operations. ~~Our~~These ~~main greenhouse~~two ~~production facilities~~ groups are ~~located~~focused in ~~Mexico~~identifying, ~~on sites owned by us and in Chile~~developing, ~~the~~implementing ~~Netherlands~~ and ~~France,~~improving ontechnologies that ~~sites~~will ~~owned~~contribute ~~by us, but contracted out~~ to ~~third~~the ~~parties~~delivery ~~that~~of ~~grow~~a ~~seeds~~high ~~exclusively~~quality ~~for us~~product.

12QA sets guidelines for the production and operations process, as well as monitors the correct application of procedures. In addition, this group interacts with our customers to ensure their satisfaction with our products and services, gathering analyzing and disseminating quality-related information to all our internal areas involved in the supply chain. As a result, we capitalize on the experience and historical information available to us across regions and functions.

~~Table of Contents~~Seasonality

WeThe ~~maintain~~seed 25business ~~facilities~~is ~~throughout~~highly seasonal. Generally, net sales are highest in the ~~world,~~second ~~equipped~~fiscal quarter due to ~~handle~~increased ~~activities such~~demand asfrom Northern Hemisphere growers who plant seed ~~harvesting,~~in ~~cleaning,~~the ~~sizing,~~early ~~treating,~~spring. ~~testing~~We ~~and~~recorded ~~packaging~~33.5% Inof our fiscal year ~~addition~~2004 tonet sales during our ~~worldwide~~second ~~headquarters,~~fiscal wequarter. ~~own~~We ~~and~~have ~~operate~~historically operated ~~production~~at a loss during the first and third fiscal quarters due to lower ~~processing~~sales ~~facilities~~during inthese ~~Idaho,~~quarters. ~~Washington,~~Our ~~Chile,~~results ~~France,~~in ~~New~~any ~~Zealand,~~particular ~~South~~quarter ~~Africa,~~should ~~South~~not ~~Korea,~~be ~~Thailand,~~considered indicative of the ~~Netherlands,~~results ~~Brazil,~~for ~~Italy~~a full year. For these reasons, ~~India~~a ~~and~~sequential quarter to quarter comparison is not ~~Hungary~~a good indication of our historical performance or of how we will perform in the future.

~~We conduct our research primarily at five company-owned research centers in~~COMPETITION ~~France, Italy, South Korea, the Netherlands and the United States. We also~~ ~~conduct limited research at seven owned and ten leased facilities.~~

~~Item 3~~We face direct competition from technological advances by competitors such as other seed companies, chemical and pharmaceutical companies and biotechnology companies, many of which have substantially greater resources than we do. ~~Legal~~To remain ~~Proceedings~~competitive, we expend approximately 10.0% of our revenue from seed sales in research and development and strive to maintain technological alliances.

WeOur principal global competitors are ~~involved~~Syngenta ~~from~~Seeds ~~time~~Inc., toSakata ~~time~~Seed asCorp. aand Groupe ~~defendant~~Limagrain. We also face local competition in ~~various~~each ~~lawsuits~~region. ~~arising~~We believe that the key competitive drivers in the industry are proven performance, customer support in the ~~normal~~field ~~course~~as ofwell ~~business~~as price and service. We believe that noour global ~~current~~and ~~claims,~~local ~~individually or~~presence gives us a leading role in the ~~aggregate,~~industry ~~will~~as ~~have~~well as a competitive ~~material~~advantage. ~~adverse~~The ~~effect~~economies onof scale that we have and our ~~business,~~ability to ~~results~~quickly ofintroduce ~~operations~~new orproducts ~~financial~~to ~~condition~~market provide us with a superior advantage in the marketplace.

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

InWe ~~January~~use ~~2002,~~a ~~melon~~wide ~~growers~~array inof ~~Costa~~technological ~~Rica~~and ~~notified~~proprietary usprocesses ~~that~~to ~~our~~enhance ~~Dorado melon~~our ~~seeds~~germplasm ~~were~~and ~~infected~~product ~~with~~development ~~Watermelon Fruit Blotch~~programs. ~~Growers~~These ~~who~~technologies ~~purchased~~and ~~the~~proprietary ~~infected~~processes ~~Seminis~~enable ~~seeds~~us ~~and~~to ~~growers~~create ~~whose~~novel ~~crops~~product ~~were~~concepts ~~infected~~and byreduce the ~~bacteria~~time to ~~that~~market ~~spread~~by, ~~from~~in ~~crops~~many ~~grown~~cases, ~~with~~two ~~the~~to ~~infected~~five ~~Seminis~~years. ~~seeds~~Our ~~have~~patents ~~claimed~~are ~~damages~~important ~~against~~to usour business. ~~The~~We ~~claims~~file ~~related~~for topatents ~~those~~on ~~growers~~technology that ~~who~~is ~~purchased~~patentable, ~~Seminis seeds~~although ~~have~~we ~~been~~do ~~settled~~not file for ~~approximately~~patents ~~$5.8 million,~~on ofall ~~which, approximately~~potentially $2patentable technologies.~~6 million~~ ~~was~~We ~~recovered~~currently ~~under~~own ~~our~~or ~~errors~~have ~~and~~pending ~~omissions~~patents ~~insurance~~in ~~policy~~such ~~and~~areas ~~the~~as ~~remainder~~virus ofresistance, ~~the~~product ~~settlement~~quality, ~~was~~breeding ~~paid~~technology, bygene ~~the~~expression, cell ~~Company~~selection byand ~~July~~resistance ~~2002.~~genes, ~~The~~including 63 issued or allowed patents in ~~claims~~Australia, ~~related~~Canada, toChina, the ~~growers~~European ~~with~~Union, ~~infected~~France, ~~crops~~Germany, ~~total~~Great ~~approximately $5.2~~Britain, ~~million~~Italy, ~~and~~Japan, weMexico, ~~believe~~the ~~these~~Netherlands, ~~claims~~New ~~are~~Zealand, ~~covered~~South ~~under~~Africa, ~~our~~South ~~general liability~~Korea ~~insurance~~and ~~policy~~the United States. We currently have ~~tentatively~~74 ~~settled~~patent ~~all~~applications offiled ~~these~~or pending, ~~claims~~in ~~and~~Argentina, weAustralia, ~~have advanced~~Brazil, ~~approximately~~Canada, ~~$2.1 million~~Chile, toChina, the ~~growers;~~European Union, ~~however~~Hungary, weIndia, ~~are~~Israel, ~~unable~~Japan, ~~to finalize~~Mexico, ~~the~~Morocco, ~~settlement~~New ~~because~~Zealand, ~~our~~Romania, South ~~general~~Korea, ~~liability~~Spain, ~~insurance~~Thailand, ~~carrier~~Turkey, ~~has tentatively~~the ~~denied~~Ukraine ~~coverage~~and the United States. Furthermore, Wewe ~~are~~have ~~continuing~~3 toPatent ~~negotiate~~Cooperation ~~with~~Treaty ~~our~~(“PCT”) ~~general~~applications pending ~~liability~~in ~~insurance~~which ~~carrier~~we onassigned ~~this~~a ~~matter~~number of designated countries. InBased on the international ~~event~~preliminary weexamination ~~cannot~~reports ~~finalize~~and considering the seed markets ~~settlement~~of these countries, ~~claims~~we ~~could~~will ~~increase~~decide ~~above~~in $5which of those countries to enter the national phase.~~2 million.~~

InIntellectual ~~early~~property ~~2000,~~rights weprotect ~~filed~~our aproducts ~~suit~~and ~~against~~technologies ~~Dietrich~~from ~~Schmidt,~~use ~~the former president~~by ofcompetitors ~~Seminis~~ and ~~the~~others. ~~current~~Intellectual ~~president~~property rights of ~~United~~importance ~~Genetics,~~for aus include ~~competitor~~utility ~~of ours~~patents, ~~United~~ ~~Genetics~~plant ~~and~~variety ~~two~~protection ~~former~~(PVP) certificates ~~Seminis~~under plant ~~breeders,~~variety ~~Ken~~protection ~~Owen and Wei Ouyang~~laws, ~~for trade~~trademarks ~~secret misappropriation~~ and ~~breach~~trade ~~of contract~~secrets. ~~Schmidt~~The ~~filed~~protection aof ~~counterclaim for defamation against us. We were unsuccessful on~~ our ~~claims~~germplasm ~~for trade secret misappropriation~~ and ~~breach~~varieties ofthrough ~~contract~~patents and ~~Schmidt~~PVP ~~was~~certificates ~~successful on~~is ~~his~~focused ~~counterclaim with the court awarding him $1 in nominal damages. The~~on ~~court~~open-pollinated ~~subsequently~~varieties, ~~awarded~~parental ~~Schmidt~~lines, ~~Owen,~~traits ~~Ouyang~~and ~~their~~gene ~~attorneys’~~technologies ~~fees. We~~related ~~have~~to ~~appealed~~hybrid ~~certain~~varieties, ~~aspects~~novel ~~of the judgement~~traits, ~~including~~novel ~~the~~breeding ~~fee~~technologies, ~~award. The~~molecular ~~appeal~~markers ~~is still pending~~ and isdisease ~~not expected to be decided until 2003~~resistance.

OnIn ~~December 17,~~the ~~2002~~United ~~and January 4~~States, ~~2003, four purported class action lawsuits were filed relating to~~ the ~~proposed~~European ~~transaction under which Fox Paine & Company~~Union, ~~LLC,~~Japan ~~a San Francisco based private equity firm~~ and ~~certain~~many ~~Savia related~~other ~~parties will acquire all of the outstanding shares of Seminis~~countries, ~~Inc.~~plant ~~Three~~varieties ofcan ~~these~~be ~~actions~~protected —under ~~Garry~~laws ~~Firth~~which v.grant ~~Alfonso~~rights ~~Romo~~to ~~Garza,~~plant etbreeders ~~al., Civil~~to ~~Action~~protect ~~No. 20085~~their seeds, ~~Boris~~including ~~Pozniak~~the v.right ~~Alfonso~~to ~~Romo~~prevent ~~Garza,~~third etparties ~~al., Civil Action No.~~from ~~20097~~importing ~~and~~or ~~Pablo Herranz v. Seminis~~exporting, ~~Inc.~~storing, ~~et al.~~processing, ~~Civil~~reproducing ~~Action~~or ~~No. 20105~~selling —protected ~~were~~varieties ~~filed~~within in the ~~Delaware~~territory ~~Court~~ of ~~Chancery~~protection. ~~(New~~We ~~Castle~~have ~~County),~~protected ~~while~~385 ~~the~~plant ~~fourth,~~varieties ~~Mark~~under ~~Rosales~~plant v.variety ~~Seminis,~~protection ~~Inc.,~~certificates ~~Case~~or ~~No. CIV216255,~~plant ~~was~~variety ~~filed~~right certificates in ~~California~~ ~~Superior~~the ~~Court~~United ~~(Ventura County). The Firth~~States, ~~Pozniak~~the ~~and~~European ~~Herranz complaints~~Union ~~name as defendants Savia S.A. de C.V. (“Savia”)~~ and ~~Seminis,~~other ~~Inc. (“Seminis”)~~countries, ~~along~~ with ~~Seminis’ directors. The Rosales complaint names as a~~ ~~defendant~~a ~~Seminis~~total ~~and its directors. All four complaints purport to be brought on behalf~~ of ~~Seminis~~more ~~common~~than ~~stockholders~~441 PVP orcertificates ~~their successors~~granted. ~~All four complaints allege that the above-described transaction~~Additionally, ifwe ~~consummated,~~have ~~would~~more ~~provide~~than ~~insufficient~~245 applications ~~consideration~~for toplant ~~Seminis~~variety ~~common~~protection ~~stockholders~~pending, ~~and~~mostly ~~allege that the defendants breached their fiduciary duties~~ in ~~connection with~~ the ~~transaction.~~United ~~The~~States ~~complaints seek a preliminary~~ and ~~permanent injunction to enjoin~~ the ~~transaction~~European ~~and, in the event the transaction is consummated, rescission and damages~~Union. ~~The defendants will vigorously defend these actions.~~

1312

~~Item 4~~Apart from obtaining patent and PVP protection Seminis has developed a corporate policy to protect its proprietary and confidential information such as trade secrets. ~~Submission~~New corporate policies specifically addressed to each functional area of ~~Matters~~Seminis and concerning the protection of our intellectual property are being implemented in each of the different functional areas. The objectives of the trade secret policy are to aprevent ~~Vote~~disclosure of ~~Security~~sensitive information ~~Holders~~and to protect the company’s legal interests if its trade secrets are appropriated.

~~The~~We ~~Annual~~have ~~Meeting~~recently ofconsolidated ~~Stockholders of~~ the ~~Company~~registration ~~was~~and ~~held~~maintenance onof ~~September 26,~~trademark ~~2002.~~functions Atin ~~the~~our ~~Annual~~legal ~~Meeting,~~department. ~~Alfonso~~We ~~Romo~~own ~~Garza,~~a ~~Jose~~large ~~Manuel~~portfolio ~~Garcia~~of ~~Garcia~~trademarks, ~~Eugenio~~including ~~Najera~~650 ~~Solorzano,~~registrations ~~Eugenio Garza Herrera~~ and ~~William~~applications F.in ~~Kirk~~more ~~were elected~~than as99 ~~directors of the Company. Over 82% of the voting shares voted in~~countries ~~favor~~throughout of the ~~election of the aforementioned directors~~world.

AtWe ~~the~~intend ~~Annual~~to ~~Meeting,~~continue ~~Stockholders~~developing ~~approved~~comprehensive ~~the~~intellectual ~~issuance~~property ~~of 37,669,480 shares~~and ofprotection ~~Class A~~through ~~common~~utility ~~stock~~patents toincluding ~~Savia,~~key ~~S.A.~~varieties deand ~~C.V.~~parent inlines, PVP ~~exchange~~certificates ~~for~~and ~~the~~trade ~~cancellation of~~secrets. ~~the~~We ~~shares~~will ofalso ~~Class C~~aggressively ~~preferred~~expand ~~stock~~protection of ~~and~~our ~~Additional~~varieties ~~Paid-In Capital~~ and ~~$10.0 million~~parent oflines ~~accrued~~through ~~and~~plant ~~unpaid~~variety ~~dividend thereon~~rights. ~~This~~We ~~proposal received~~will ~~123,964,096~~continue ~~votes~~to ~~for~~aggressively ~~approval,~~enforce ~~122,945~~all ~~votes~~our ~~against~~intellectual ~~approval~~property ~~and 27,205 votes abstaining~~rights.

~~At the Annual Meeting, Stockholders approved the First Amendment to the~~REGULATION ~~Seminis, Inc. 1998 Stock Option Plan, as Amended and Restated. This proposal~~ ~~received 123,502,338 votes for approval, 586,229 votes against approval and~~ ~~25,679 votes abstaining.~~

AtThe ~~the~~developing, ~~Annual~~testing ~~Meeting,~~and ~~Stockholders~~commercialization ~~approved~~of ~~the~~seed ~~Seminis~~products ~~Inc.~~are ~~Restricted~~subject ~~Stock~~to ~~Plan~~legislation ofand ~~2001~~regulation in various countries. ~~This~~These ~~proposal~~regulations ~~received~~may ~~123~~govern genetic exclusivity,~~866,028~~ ~~votes~~environmental ~~for~~concerns, ~~approval~~product viability, ~~233~~performance and labeling. While regulation adds a cost of doing business to the industry,~~539~~ it ~~votes~~also ~~against~~provides ~~approval~~protection for research and 14development investment in new products,~~679~~ ~~votes~~thereby ~~abstaining~~encouraging continued new product development.

AtRegistration ~~the Annual Meeting, Stockholders approved the appointment of~~Process ~~PricewaterhouseCoopers LLP as the Company’s independent accountants for the~~ ~~fiscal year beginning October 1, 2001. This proposal received 123,964,511~~ ~~votes for approval, 136,910 votes against approval and 12,825 abstaining.~~

~~Although~~Variety ~~the~~registration ~~Exchange~~varies ~~Agreement~~from ~~was~~country ~~approved~~to bycountry, ~~the~~but ~~Stockholders~~generally ateach ~~the Annual~~variety ~~Meeting,~~must itbe isphenotypically ~~subject~~unique. toThat ~~customary~~is, ~~closing~~the ~~conditions~~size, ~~and~~color, ~~approvals~~maturity ~~by creditors of Savia~~ and ~~the~~quality must ~~Company.~~be Atverifiably ~~this~~different ~~time,~~from ~~all of~~ the ~~closing conditions~~varieties ~~and~~that ~~approvals~~already ~~have~~exist ~~not~~in ~~been satisfied and therefore,~~ the ~~exchange~~ ~~has~~market. ~~not~~Once ~~been~~a ~~consummated.~~variety ~~The~~is ~~Company~~registered ~~may~~it ~~not~~cannot ~~complete~~be ~~all~~changed. ofIn the ~~transactions~~United ~~contemplated~~States, ~~under~~ the ~~Exchange~~registration ~~Agreement~~process ~~until~~is ~~the~~voluntary ~~conditions~~ and ~~approvals are~~determination ~~obtained~~that ora ~~waived,~~variety is ~~including~~unique ~~the~~is ~~payment~~left byto the ~~Company~~breeder. ofIn ~~the~~Europe ~~accrued~~ and ~~unpaid~~ ~~dividends~~many onother countries, the registration ~~Class B~~process ~~preferred~~is ~~stock~~regulated and ~~the~~determination ~~consent~~ of ~~the~~uniqueness ~~lenders under~~is ~~the~~made ~~Company’s~~in official ~~Syndicated Credit Facility~~trials.

~~Item 4A.~~Phytosanitary ~~Executive Officers of the Registrant~~Certification

The ~~following~~purpose ~~table~~of ~~shows~~phytosanitary ~~our~~requirements ~~current~~is ~~executive~~to ~~officers~~prevent ~~and~~the ~~their~~spread ~~areas~~of plant diseases that can be carried on seeds or other plant tissue. Each seed producing country has agricultural inspectors that check the seed crops for the presence of ~~responsibility~~specified diseases. ~~Biographies~~After these crops are ~~included~~harvested, ~~after~~laboratory tests are also conducted to ensure that the ~~table~~seeds are clean and free of impurities. Having passed the inspection and lab tests, the department or ministry of agriculture of the producing country issues a phytosanitary certificate stating that the seeds are free of specified diseases. Importing countries then allow the seeds to cross their borders on the basis of these certificates.

Name	Age		Title
Alfonso Romo Garza		52	Chairman of the Board and Chief Executive Officer, Director
Eugenio Najera Solorzano		55	President and Chief Operating Officer, Director
Oscar Javier Velasco		48	Senior Vice President, Asia
Jose Manuel Madero Garza		34	Vice President, Forecasting and Inventory Management
Bruno Ferrari		41	Executive Senior Vice President, Europe, Middle East and Africa
Gaspar Alvarez Martinez		47	Vice President and Worldwide Corporate Comptroller
Enrique Fernando Osorio Lopez		51	Vice President of Treasury, Investor Relations and Information Technology
Charles Edward Green		59	Senior Vice President, Research and Development
Salvador Alanis Gracia		29	Vice President, Strategic Support
Franco Campana		41	Vice President, North America Sales
Jean Pierre Posa		49	Vice President, South America Sales
Jorge Barrera Gutierrez		64	Secretary

Labeling of Genetically Engineered Products

~~Alfonso~~There ~~Romo~~are ~~Garza~~no ~~has~~worldwide, ~~been~~accepted ~~the~~regulations ~~Chairman~~for ofgenetically ~~the~~engineered products. ~~Board~~Consequently, ofwe ~~Seminis~~are ~~since~~required ~~October 1995~~to seek and ~~Chief~~obtain ~~Executive~~regulatory ~~Officer~~approvals in ofeach ~~Seminis~~country ~~since~~where ~~January 1,~~such ~~2000.~~seeds ~~Mr. Romo~~will ~~has~~be sold or where the harvested produce ~~been~~will ~~Chairman~~be ofexported. In the ~~Board~~European ofUnion ~~Pulsar~~and ~~Internacional~~Switzerland, ~~S.A.~~labeling deof genetically ~~C.V.~~engineered products is mandatory, awhereas ~~private~~in other countries, such ~~holding~~as ~~company~~Canada and anthe ~~affiliate~~United ~~of Seminis~~States, ~~since~~labeling ~~1984.~~is ~~Mr. Romo~~required ~~has~~only ~~also~~if ~~been~~there is a ~~the~~compositional ~~Chairman~~change ofor a health risk associated with the ~~Board~~product. Japan, Australia and ~~Chief~~New ~~Executive~~Zealand ~~Officer~~now ofalso ~~Savia,~~require alabeling. ~~holding~~Other regions where we ~~company~~sell ~~and~~products ~~our~~either ~~majority~~have ~~shareholder,~~labeling ~~since~~requirements ~~1988~~similar ~~and~~to the ~~Chairman~~United ofStates or have no labeling requirements. We believe we comply with the ~~Board~~labeling requirements of each country in which we conduct business.

14Environmental Regulation

~~Table~~Our worldwide operations are subject to a broad range of ~~Contents~~environmental, health and safety laws, regulations and standards. These laws, regulations and standards are related to, among other things, air emissions, waste water discharges, the use and handling of hazardous materials, product labeling, waste disposal practices, cleanup of environmental contamination and the use of chemicals in our agricultural growing operations.

~~Seguros~~Although ~~Comercial~~we ~~America,~~are ~~S.A.~~unable deto ~~C.V.~~predict ~~since~~which ~~1989.~~environmental ~~Mr. Romo~~legal isrequirements ~~also~~may ~~a director~~be ofadopted ~~Cementos~~in ~~Mexicanos~~the future, ~~S.A.~~we dehave ~~C.V.~~not made and ~~Gruma~~do Snot anticipate making material expenditures with respect to environmental protection.A. deThe Ccompliance cost associated with environmental legal requirements, however, could result in future additional costs to operations.V.

~~Eugenio Najera Solorzano has been a Director of Seminis since May 1998. Mr.~~13 Najera has been President and Chief Operating Officer of Seminis since August 2000. Mr. Najera was in charge of new business development at Savia from August 1997 to July 2000. From November 1992 to September 1997, Mr. Najera was Chief Operating Officer of Cigarrera La Moderna, S.A. de C.V., a manufacturer and distributor of cigarettes. Mr. Najera is a director of Savia.

OscarTable Javier Velasco has been Senior Vice President, Asia for Seminis since June 2001. Mr. Velasco was Vice President, Strategic Services from October 2000 to May 2001 and was Vice President, Non-Core Business Activities from April 1999 to October 2000. Prior to joining Seminis, Mr. Velasco served as Vice President of Trade Marketing and Distribution of Cigarrera la Moderna, S.A. de C.V., from 1993 to October 2000. Contents

~~Jose Manuel Madero Garza has been Vice President, Forecasting and Inventory~~EMPLOYEES ~~Management for Seminis since August 2002. Mr. Madero was Managing Director of~~ ~~Pastelerias Monterrey from April 2001 to August 2002. He was also in various~~ ~~management and project coordination positions for Pulsar since January 1997.~~

~~Bruno~~As ~~Ferrari~~of ~~has been Executive Senior Vice President~~September 30, ~~Europe~~2004, ~~Middle~~we ~~East~~had ~~and Africa~~approximately ~~for~~2,910 ~~Seminis since November 2000~~employees. ~~Mr. Ferrari~~We ~~has~~believe ~~been Senior Vice~~we ~~President~~have ofgood ~~Legal~~relations ~~and~~with ~~Human~~our ~~Resources from January 1997~~employees.

~~Gaspar~~Item ~~Alvarez Martinez has been Vice President and Worldwide Corporate Comptroller since December 2000 and was Worldwide Finance Director of Seminis from January 2000 to November 2000~~2. ~~Prior to joining Seminis, Mr. Alvarez served as a Director of the Controlling and Financial Planning at Savia from 1997 to 1999 and Finance General Manager at Savia from 1995 to1997.~~ Properties

~~Enrique~~In ~~Fernando~~fiscal ~~Osorio~~year ~~Lopez~~2000, ~~has~~we ~~been~~relocated ~~Vice~~to ~~President~~our new worldwide headquarters and processing facility located in Oxnard, ~~Treasury~~California. This facility is equipped with some of the highest quality, ~~Investor~~state-of-the-art, seed processing equipment ~~Relations~~and has been specifically designed for optimum storage conditions for vegetable and ~~Information~~fruit ~~Technology~~seeds, ofto ~~Seminis~~further ~~since~~ensure ~~July~~high ~~2001~~quality seed inventory. ~~Previously~~Within the production process, we directly control significant, open-field production Mrcapacity in Chile, Mexico and Peru on land predominantly owned by us. ~~Osorio~~ ~~served~~Our asmain greenhouse ~~Vice~~production ~~President~~facilities are located in Mexico, ~~Treasury~~on sites owned by us and ~~Investor~~in ~~Relations~~Chile, atthe ~~Savia from~~Netherlands ~~June~~and ~~1994~~France, on sites owned by us, but contracted out to ~~June~~third ~~2001~~parties that grow seeds exclusively for us.

~~Dr. Charles~~We ~~Edward~~maintain ~~Green~~19 ~~has~~facilities ~~been~~throughout ~~Senior~~the ~~Vice~~world, ~~President~~equipped to handle activities such as seed harvesting, ~~Research~~cleaning, sizing, treating, testing and packaging. In ~~Development~~addition ~~for~~to ~~Seminis~~our ~~since~~worldwide ~~November~~headquarters, ~~1999~~we own and heoperate ~~previously~~production ~~directed~~and processing ~~new~~facilities in Idaho, Washington, Chile, France, New Zealand, South ~~technology~~Africa, ~~development~~South atKorea, ~~Seminis~~Thailand, ~~from~~the ~~1996~~Netherlands, toBrazil, ~~1999~~Italy, India and Hungary.

~~Salvador~~We ~~Alanis~~conduct ~~Gracia~~our ~~has~~research ~~been~~primarily ~~Vice~~at ~~President,~~five ~~Strategic~~company-owned ~~Support~~research ~~for~~centers ~~Seminis since June 2001. Mr. Alanis joined Seminis~~ in ~~December 2000 working on~~ ~~strategic~~France, ~~projects and served as Senior Director~~Italy, ~~Value~~South ~~Capture Planning and Control from March 2001 to June 2001. Prior to joining Seminis~~Korea, ~~Mr. Alanis was~~ the ~~Corporate~~Netherlands ~~Manager at Bionova, a biotechnology~~ and ~~fresh~~the ~~produce~~United ~~company and majority owned subsidiary of Savia from March 2000 to October 2000~~States. ~~Mr. Alanis~~ ~~served in various business development positions at Savia from October 1996 to~~ ~~March 2000.~~

~~Franco~~Item ~~Campana has been Vice President, North America Sales for Seminis since October 2000 and was Director of North America Sales for Petoseed, a Seminis brand, from March 1999 to October 2000~~3. ~~Mr. Campana~~Legal ~~served in various sales management positions with Petoseed from 1988 to March 1999.~~ Proceedings

~~Jean~~In ~~Pierre~~mid-October 2003, ~~Posa~~Seminis ~~has~~was ~~been~~notified ~~Vice~~by ~~President,~~the ~~South~~University ~~America~~of ~~Sales~~California ~~for~~at Davis (UCD) that 20 grams of tomato seed donated to the university in 1996 by Petoseed (acquired by Seminis) ~~since~~for research purposes was believed to be ~~1997.~~bioengineered Mrseed. ~~Posa~~ ~~served~~UCD ashad ~~General~~grown ~~Manager~~a ~~Petoseed~~seed ~~Chile~~crop from ~~1992~~this seed and distributed 30 samples (each including about 25 seeds) to ~~1997~~researchers and horticulturists in the United States and abroad over the past seven years. UCD, Seminis and the recipients of this seed were unaware that these seeds carried a biotech trait. Seminis and UCD have investigated this matter, and it is unclear when or where the seeds were mislabeled.

~~Jorge~~The ~~Barrera~~biotech ~~Gutierrez~~trait ~~has~~involved here, known as the PG-gene, had been ~~Secretary~~cleared offor human ~~Seminis~~consumption ~~since~~by ~~February~~the ~~2001.~~Food Mrand Drug Administration in 1994, and a different seed variety with this trait was planted commercially until 1999. Federal ~~Barrera~~regulators ~~has~~say ~~been~~there’s ~~Legal~~no ~~Counselor~~evidence ofthat ~~Savia~~the ~~since~~seed ~~1986~~in this instance was used for anything other than research.

15Seminis and UCD worked with the U.S. Department of Agriculture, as well as similar local agencies in the countries where seed was sent to determine what happened and what actions, if any, needed to be taken. The USDA has now closed its investigation with a minor fine paid by Seminis, and an update to Seminis’ seed handling training.

~~Table~~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 ~~Contents~~which approximately $2.6 million was recovered under our errors and omissions insurance policy and the remainder of the settlement was paid by us by July 2002. The claims related to the growers with infected crops total approximately $4.7 million and these claims are covered under our general liability insurance policy. We have finalized settlement of all of these claims, as well as finalizing settlements with our two general liability insurance carriers.

~~PART~~As IIpart of the formation of LSL PlantScience, a joint venture between Seminis and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements between LSL Biotechnologies and a third party. These agreements contain provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice appealed this ruling, but their appeal was denied by a panel of the Ninth Circuit Court of Appeals on August 11, 2004. The U.S. Department of Justice filed a Petition for Panel Rehearing and Suggestion for Rehearing En Bank on September 23, 2004, requesting that the panel’s decision be vacated, and the district court’s order reversed (U.S. v. LSL Biotechnologies, 9th Cir., No. 02-16472, 8/11/04).

~~Item 5.~~In ~~Market~~early ~~Price~~2000, we filed suit against Dietrich Schmidt, the former president of Seminis and the ~~Registrant’s~~current ~~Common~~president ~~Equity~~of United Genetics, a competitor of ours, United Genetics, and ~~Related~~two ~~Stockholder~~former ~~Matters~~Seminis breeders, Ken Owen and Wei Ouyang, for trade secret

~~MARKET INFORMATION FOR COMMON STOCK~~14

Seminis’Table Class A Common Stock began trading on the NASDAQ National Market System on June 30, 1999 and the initial public offering of Seminis’ Class A Common Stock was completed on July 5, 1999. Seminis shares of Class A Common Stock are traded under the symbol SMNS. The following table sets forth, for the quarters ended December 31, 1999, March 31, 2000, June 30, 2000, September 30, 2000, December 31, 2000, March 31, 2001, June 30, 2001, September 30, 2001, December 31, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, the high and low prices as reported by the NASDAQ National Market System: Contents

Quarter	High		Low
October 1, 1999 through December 31, 1999	$	9.6250	$	5.0000
January 1, 2000 through March 31, 2000		7.1875		4.1562
April 1, 2000 through June 30, 2000		6.4375		2.5000
July 1, 2000 through September 30, 2000		4.0000		1.0000
October 1, 2000 through December 31, 2000		1.7500		0.4375
January 1, 2001 through March 31, 2001		2.5312		0.4688
April 1, 2001 through June 30, 2001		1.7344		0.9688
July 1, 2001 through September 30, 2001		1.8000		0.9800
October 1, 2001 through December 31, 2001		1.4500		1.0400
January 1, 2002 through March 31, 2002		1.2900		1.0800
April 1, 2002 through June 30, 2002		3.6400		1.1500
July 1, 2002 through September 30, 2002		3.9000		2.3100

misappropriation and breach of contract. We settled and paid this litigation with Mr. Schmidt and the other defendants and counterclaimants.

~~The~~On ~~closing~~December 17, ~~price~~2002 ~~quoted~~and onJanuary 4, 2003, four purported class action lawsuits were filed relating to the ~~NASDAQ~~acquisition ~~National~~transactions. ~~Market~~Three ~~System~~of onthese ~~September~~actions — Garry Firth v. Alfonso Romo Garza, et al., Civil Action No. 3020085, Boris ~~2002~~Pozniak ~~was~~v. $2Alfonso Romo Garza, et al.~~930~~, ~~per~~Civil ~~share~~Action No. 20097 Asand Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 — were filed in the Delaware Court of ~~December~~Chancery (New Castle County), while the fourth, Mark Rosales v. Seminis, Inc., Case No. 17CIV216255, ~~2002~~was filed in California Superior Court (Ventura County). Since that time, ~~there~~a ~~were~~fifth 18case,~~939~~ Haven Capital Management v. Alfonso Romo Garza,~~611~~ et al., Civil Action No. 20140 has also been filed in ~~shares~~Delaware. ofIn ~~Class~~February 2003, the Firth, Pozniak, Herranz and Haven Capital cases were consolidated into one proceeding entitled In re Seminis, Inc. Shareholders’ Litigation, Consolidated C.A. ~~Common~~No. 20140-NC, ~~Stock~~and ~~outstanding~~the Haven Capital complaint was designated as the operative complaint in the consolidated lawsuit. That complaint names as defendants Savia, Seminis and its Directors. The Rosales (California) complaint names as defendants Seminis and its Directors. Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Seminis common stockholders or their successors. Both of these actions — which were brought prior to the public announcement of Seminis entering into the acquisition transactions Agreements — allege that the acquisition transactions, when consummated, would provide insufficient consideration to Seminis’ common stockholders and allege that the defendants breached their fiduciary duties in connection with 73the ~~owners~~acquisition transactions. The complaints sought a preliminary and permanent injunction to enjoin the acquisition transactions and, since the acquisition transactions have been consummated, rescission and damages. On September 24, 2003, the parties reached a memorandum of ~~record~~understanding that settled all of the alleged claims, final settlement papers were prepared, signed, approved by the court, and entered. All settlement payments were distributed in fiscal year 2004.

During the last months of fiscal year 2002, Seminis’ ~~also~~subsidiary ~~had~~in 45Spain sold Boludo tomato seed to growers in the Canary Islands,~~142~~ Almeria,~~508~~ ~~shares~~Murcia and Granada areas of ~~its~~Spain. ~~Class~~Subsequently, some plantings with this seed showed symptoms of the bacteria, Clavibacter michiganses, which can be seed borne, among other possible sources. Seminis has been conducting an investigation of the seeds and until July B31, ~~Common~~2003, ~~Stock~~all ~~outstanding~~Seminis ~~with~~seed used in these plantings 14that ~~owners~~had been tested, tested negative for the presence of ~~record~~the asbacteria. Spanish authorities requested an analysis of ~~December~~all seed lots sold in the Canary Islands. On July 1731, ~~2002~~2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. ~~The~~Seminis ~~Class B~~believes ~~Common~~that ~~Stock~~other isfactors ~~not~~that may ~~traded~~cause onthe andisease ~~exchange~~were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in anthe ~~over-~~growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-~~counter~~party ~~market~~sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batches samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. As part of its customer relations initiatives, Seminis has entered into a $2.9 million settlement of this matter with growers in Almeria, and continues to work with its insurance carriers and counsel to investigate and close out this matter in other locations in Spain.

~~RECENT~~We ~~SALES~~are OFinvolved ~~UNREGISTERED~~from ~~SECURITIES~~time to time as a defendant in various other 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.

~~The following provides information as to Seminis’ securities sold by the~~15 ~~Company during fiscal years 2000, 2001 and 2002, which were not registered under the Securities Act of 1933 as amended.~~

InTable April, May and June 2000, Seminis converted, $22.0 million, $14.0 million and $6.0 million, respectively, of intercompany advances from Savia into 2,200 shares, 1,400 shares and 600 shares of Class C Preferred Stock. In August and September 2000, Savia made additional equity investments of $10.0 million and $14.0 million, respectively, in exchange for 1,000 shares and 1,400 shares of Class C Preferred Stock. The issuance of such shares was effected in reliance on the exemption from registration under Section 4(2) of the Securities Act. Through September 30, 2000, 662.4 shares of Class C Preferred Stock were issued as dividends. Through December 31, 2000, additional 299.6 shares of Class C Preferred Stock were issued as dividends. Effective January 2001, the dividends of Class C Preferred Stock have been converted to a cash basis in accordance with the Board resolution on February 24, 1999. On October 1, 2002 the Board of Directors approved the conversion of the Savia additional capital contribution and the associated paid in kind (PIK) dividends that totaled $46.7 million to be converted to 4,670 shares of Class C Preferred Stock. Concurrently, the Board also adopted a resolution authorizing and directing an increase in the number of shares designated as Class C Redeemable Preferred Stock from 14,400 shares to 16,688 shares. No Class C Preferred Stock cash dividends have been paid to date due to the prohibition mandated in the credit agreement of the Syndicated Banks. Contents

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

~~Table~~Not ~~of Contents~~Applicable

~~DIVIDENDS~~ Item 4A. Executive Officers of the Registrant

~~Seminis~~The ~~has~~following ~~never~~table ~~paid~~sets ~~cash~~forth ~~dividends~~the onnames, ~~its~~ages ~~common stock~~ and ~~Class C~~positions ~~Preferred Stock.~~for ~~Under~~each of Seminis’ ~~amended~~Directors ~~July 1999 credit agreement with Harris Trust~~ and ~~Savings~~ ~~Bank,~~executive ~~Bank of Montreal and other lenders, Seminis is prohibited from paying cash dividends on its common stock and Class C Preferred Stock~~officers. ~~Seminis~~ ~~has paid cash dividends on its Class B Preferred Stock in the past, but not in~~ ~~fiscal years 2001 or 2002. The Company is restricted from paying cash~~ ~~dividends on its Class B Preferred Stock until certain conditions are met.~~

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


Name	Age		Position
Alfonso Romo Garza		54	Chairman of the Board of Directors and Chief Executive Officer
W. Dexter Paine, III		44	Vice Chairman of the Board of Directors
Bruno Ferrari		43	Director, and President and Chief Operating Officer
Saul A. Fox		51	Director
Eugenio Garza Herrera		48	Director
Bernardo Jimenez		51	Director, Secretary and Executive Senior Vice President and
			Chief Financial Officer
Kevin Schwartz		30	Director
Charles Edward Green		61	Senior Vice President, Research and Development
Mateo Mazal		53	Senior Vice President, Human Resources and Information
			Technology
Gaspar Alvarez Martinez		49	Vice President, Finance and Worldwide Corporate Comptroller
Jose Manuel Madero		36	Vice President, Supply-Delivery Chain
Juliet L. Ream		41	Chief Legal Counsel and Assistant Secretary

~~The~~Alfonso ~~following~~Romo ~~table~~Garza ~~sets~~is ~~forth~~the ~~information~~Chairman ~~concerning~~of ~~equity~~the ~~securities~~Board of Directors and Chief Executive Officer. Mr. Romo has been the Chairman of Seminis’ Board of ~~Company~~Directors ~~that~~since ~~are~~October 1995, ~~authorized~~and ~~for~~Chief ~~issuance~~Executive ~~under~~Officer ~~all~~of ~~compensation~~Seminis ~~plans~~since January 1, ~~(in~~2000 and President from April 2003 to August 2004. Mr. Romo has been ~~thousands~~Chairman of the Board of Directors of Pulsar, ~~except~~a ~~per~~private ~~share~~holding ~~data)~~company since 1984. Mr. Romo has also been the Chairman of the Board of Directors and Chief Executive Officer of Savia, a holding company, since 1988, and the Chairman of the Board of Directors of Seguros Comercial America, S.A. de C.V. since 1989. Mr. Romo is also a Director of Cementos Mexicanos, S.A. de C.V., a cement company, and Gruma S.A. de C.V., a corn flour and tortilla producer.

Number of

Number of Securities

Securities to be

Remaining Available

Issued Upon

Weighted-average

for Future Issuance

Exercise of

Exercise Price of

Under Equity

Outstanding

Compensation Plans

Options, Warrants

[excluding Securities

and Rights

Reflected in Column (a)]

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

4,422.4

2.02

254.7

W. Dexter Paine, III became Vice Chairman of the Board of Directors of Seminis in September 2003. Mr. Paine was a co-founder of Fox Paine & Company, LLC and has served as President since its inception in 1997. From 1994 until founding Fox Paine & Company, Mr. Paine served as a senior partner of Kohlberg & Company. Prior to joining Kohlberg & Company, Mr. Paine served as a general partner at Robertson Stephens & Company. Mr. Paine has served as Chairman of the Board of Directors of WJ Communications, Inc. since January 2000 and as a Director of Alaska Communications Systems Group, Inc. since May 1999.

1Bruno Ferrari became President and Chief Operating Officer in August 2004. ~~The~~Mr. Ferrari has been a Director of Seminis, ~~Inc~~since September 2003. ~~1998~~He ~~Stock~~served ~~Option~~as ~~Plan~~the Executive Senior Vice President, asWorldwide ~~Amended~~Commercial ~~and~~from ~~Restated~~March 2003 until August 2004, and was ~~adopted~~Executive bySenior ~~the~~Vice ~~Company~~President, ~~prior~~Europe, toMiddle ~~the~~East ~~initial~~and Africa ~~public~~of ~~offering~~Seminis offrom ~~the~~November 2000 ~~common~~until ~~stock~~March 2003. Mr. Ferrari was Senior Vice President of ~~the~~Legal ~~Company~~and inHuman ~~July~~Resources ~~1999~~of Seminis from January 1997 until November 2000.

~~Item~~Saul Fox became a Director of Seminis in September 62003. ~~Selected~~Mr. Fox ~~Consolidated~~was ~~Financial~~a co-founder ~~Data~~of Fox Paine & Company and has served as Chief Executive Officer since its inception in 1997. From 1984 until founding Fox Paine & Company, Mr. Fox was at Kohlberg Kravis Roberts & Co. or KKR. Mr. Fox was a senior general partner of KKR prior to retiring from the firm to form Fox Paine & Company. Prior to joining KKR, Mr. Fox was an attorney at Latham & Watkins, a law firm headquartered in Los Angeles, California. Mr. Fox has served as a Director of WJ Communications, Inc. since January 2000 and as a Director of Alaska Communications Systems Group, Inc. since May 1999.

~~The~~Eugenio ~~selected~~Garza ~~consolidated~~Herrera ~~financial~~has ~~data~~been ~~presented~~a ~~below~~Director ~~should~~of beSeminis ~~read~~since inAugust 2002. He is ~~conjunction~~the ~~with~~Chairman ~~“Management’s~~of ~~Discussion~~the Board of Directors and ~~Analysis~~Chief Executive Officer of ~~Financial~~Xignux, ~~Condition~~a private group of companies specializing in manufacturing and ~~Results~~distribution of electrical, ~~Operations”~~automotive, metal works, chemical and food products. Mr. Garza is also Chairman of the ~~consolidated~~Board ~~financial~~of ~~statements~~Directors of Xignux Yazaki, ~~including~~Grupo Primex, Qualtia Alimentos (a joint venture with Sara Lee Corporation), Prolec-GE (a joint venture with General Electric Company) and Tisamatic Internacional (a joint venture with Auburn Foundry, Inc.). Mr. Garza also serves on the ~~notes~~Board ~~thereto~~of Directors of ING Mexico, ~~included~~Grupo ~~herein~~Lamosa, Grupo IMSA, the regional board of directors of Banco Nacional de Mexico (BANAMEX), the Instituto Tecnologico y de Estudios Superiores de Monterrey and the Universidad de Monterrey. He is also a member of Consejo Mexicano de Hombres de Negocios (Mexican Businessmen Council).

~~In fiscal year 2002, operating expenses included $0.8 million of consulting~~16 fees related to the company’s Global Restructuring and Optimization Plan and $7.3 million of compensation expenses related to the restricted stock awards. The Company ceased amortization of its goodwill in accordance with SFAS No. 142 in fiscal year 2002, whereas approximately $9.0 million of goodwill amortization was recorded during fiscal year 2001. Income tax expense reflected a $5.9 million U.S. tax refund and the utilization of net operating loss carryforwards.

InTable fiscal year 2001, gross profit included approximately $73.9 million of non-cash charges for inventory write-downs. Included in this amount was $58.2 million of write-downs, which occurred in conjunction with the Company’s Global Restructuring and Optimization Plan, whereby the Company rationalized its product line from 6,000 to 4,000 varieties as well as imposed more stringent quality standards. The loss from operations also included approximately $19.6 million of severance and other exit charges associated with the Company’s Global Restructuring and Optimization Plan and $2.6 million of compensation expense related to restricted stock awards. Income tax expense reflected the establishment of a valuation allowance totaling $62.8 million for certain deferred tax assets. Contents

InBernardo ~~fiscal~~Jimenez ~~year~~has ~~2000,~~been ~~gross~~a ~~profit~~Director ~~included approximately $58.9 million~~ of ~~non-cash~~ ~~charges~~Seminis ~~for~~since ~~inventory write-downs. Write-downs totaling $18.4~~October ~~million related~~1995 ~~to the Global Restructuring~~ and ~~Optimization Plan included inventories~~became ~~that~~our ~~were~~Chief ~~scrapped~~Financial asOfficer ~~part~~and ofSecretary ~~the~~in ~~consolidation~~September 2003. ofMr. Jimenez ~~production and distribution~~has ~~facilities.~~been ~~The~~a ~~loss~~Director ~~from~~of ~~operations~~Savia ~~also~~since ~~included approximately $19.0~~April ~~million of~~2000 ~~severance~~ and ~~other~~Chairman ~~exit~~of ~~charges associated with~~ the ~~Company’s~~Board ~~Global Restructuring~~ and ~~Optimization Plan, a $2.1 million charge related to Seminis’~~Chief ~~research~~Executive ~~incentive~~Officer ~~program~~of ~~and~~Bionova afrom ~~$6.4~~October ~~million~~1996 ~~impairment~~until ~~write-down related to the Company’s investment in LSL PlantScience~~November 2002.

~~Income~~Kevin ~~(loss) from~~Schwartz ~~continuing~~became ~~operations~~a ~~before~~Director ~~extraordinary~~of ~~items~~Seminis ~~available for common stockholders~~ in ~~fiscal~~September 2003. ~~year~~Mr. Schwartz ~~1998 reflects the optional repurchase by~~has ~~Seminis~~been of a ~~portion~~vice president of ~~its~~Fox ~~mandatorily~~Paine ~~redeemable~~& ~~common~~Company ~~stock~~since at2002. anPrior ~~amount~~to injoining Fox ~~excess~~Paine of& ~~the~~Company, ~~redemption value~~Mr. Schwartz ~~Seminis~~worked ~~was~~at ~~required~~Fremont ~~to deduct this difference~~Partners, ~~which~~a ~~totaled~~private ~~$134.3 million~~equity investment firm, from ~~income~~2000 ~~(loss) from~~until ~~continuing operations~~2002; ~~before~~American ~~extraordinary~~Industrial ~~items~~Partners, ~~for~~a ~~purposes~~private equity ofinvestment ~~determining~~firm, ~~income (loss)~~ from ~~continuing~~1999 ~~operations~~until ~~before~~2000 ~~extraordinary~~and ~~items~~Goldman ~~available~~Sachs ~~for~~& ~~common~~Co., an ~~stockholders~~investment-banking ~~and~~firm, ~~related~~from ~~per~~1997 ~~share~~until ~~amounts~~2000.

17Dr. Charles Edward Green serves as Senior Vice President, Research and Development. Dr. Green has been Senior Vice President, Research and Development since November 1999. He previously directed new technology development at Seminis from 1996 to 1999.

~~Table~~Mateo Mazal serves as our Senior Vice President, Human Resources and Information Technology. Mr. Mazal has been Senior Vice President, Human Resources and Information Technology since April 2003. He has been a Director since January 2002. He was the Corporate Director of ~~Contents~~Marketing of Pulsar from 1995 to 2001; and was the Corporate Director of Marketing and Human Resources of Pulsar from 2001 to 2003.

~~Historical~~Gaspar ~~data~~Alvarez ~~for~~Martinez ~~income~~serves ~~(loss) from~~as ~~continuing~~Vice ~~operations~~President, ~~before~~Finance and Worldwide ~~extraordinary~~Corporate ~~items~~Comptroller. ~~available~~Mr. Alvarez ~~for~~has ~~common~~been ~~stockholders~~Vice ~~reflect~~President, ~~deductions~~Finance ~~for~~and ~~dividends~~Worldwide onCorporate ~~preferred~~Comptroller ~~stock~~since December 2000 and ~~mandatorily~~was ~~redeemable~~Worldwide ~~preferred stock, for~~Finance ~~accretion~~Director of ~~the~~Seminis ~~redemption~~from ~~value~~January 2000 ofto ~~mandatorily~~November 2000. ~~redeemable~~Prior ~~common~~to ~~stock and,~~joining inSeminis, ~~fiscal~~Mr. Alvarez ~~year~~served ~~1998,~~as ~~for~~a ~~the~~Director ~~excess~~ of ~~purchase~~Controlling ~~price~~and ~~over~~Financial ~~redemption~~Planning at ~~value~~Savia ~~of the~~from ~~mandatorily~~1997 ~~redeemable~~to ~~common~~1999 ~~stock~~and ~~repurchased~~Finance General Manager at Savia from 1995 to 1997.

~~Whereas~~Jose weManuel ~~have~~Madero ~~met~~serves ~~our obligations~~ as ~~well~~Vice asPresident, ~~covenant~~Supply-Delivery ~~requirements~~Chain. ~~under the~~Mr. Madero ~~amended~~has ~~credit~~been ~~facility~~Vice ~~through September 30~~President, ~~2002,~~Supply-Delivery weChain ~~must~~since ~~successfully execute a refinancing plan prior to December~~April 312003, ~~2003~~and inwas ~~order to meet the~~Vice ~~final~~President ~~maturity~~ of ~~the~~Seminis ~~facility.~~from WeAugust 2002 ~~will continue~~ to ~~pursue~~April 2003. aMr. Madero ~~refinancing~~was ~~plan,~~Managing ~~which~~Director ~~may include negotiation~~ of aPastelerias ~~new credit facility~~Monterrey, ~~and/or~~a ~~placement~~food ofservices ~~new debt securities; however~~company, ~~there~~from ~~can~~April 2001 ~~be no assurances that we will be able~~ to ~~successfully complete the refinancing~~August 2002. ~~Additionally,~~He ~~there~~has ~~can~~also beserved ~~no assurances~~in ~~that~~various ~~the~~management ~~Fox~~and ~~Paine~~project ~~transaction will be consummated. Failure to~~coordination ~~comply~~positions ~~with~~for ~~existing~~Pulsar ~~covenants,~~since ~~which~~January 1997. ~~would~~Mr. Madero ~~make~~is the ~~Syndicated~~first ~~debt callable,~~cousin ~~or our~~of ~~inability to obtain adequate financing with reasonable terms prior to~~Mr. ~~December 31~~Romo, ~~2003 could have a material adverse impact on~~ our ~~business,~~Chairman ~~results of~~and ~~operations~~Chief orExecutive ~~financial condition~~Officer.

~~Acquisitions~~Juliet L Ream has served as Assistant Secretary since September 2003 and ~~Effects~~as Chief ofLegal ~~Purchase~~Counsel ~~Accounting~~since November 2002. Ms. Ream was Senior Technology/IP Counsel for Kinko’s, Inc. from October 2000 to April 2002, and was Assistant General Counsel for Candle Corporation, a software company from July 1997 to October 2000.

~~Seminis was formed in 1994 to consolidate various industry-leading vegetable~~17 and fruit seed brands into one consumer-oriented, agrobiotechnology company. Seminis’ core business was created through the acquisition of the Asgrow seed business from the Upjohn Company in December 1994 and the subsequent combination of the Asgrow vegetable and fruit seed business with Petoseed and Royal Sluis businesses in October 1995. In fiscal year 1998, Seminis completed several acquisitions, including the acquisition of two South Korean companies, Hungnong Seed Co., Ltd. (“Hungnong”) and Choong Ang Seed Co., Ltd. (“Choong Ang”). In November 1998, Seminis completed the acquisition of the vegetable seed business of Agroceres, a Brazilian company. As a result of these transactions, the results of operations and consolidated financial position reflect the effects of purchase accounting.

	For the Years Ended September 30,
	2002			2001			2000			1999			1998
	(In Thousands, Except Per Share Data)
Results of Operations:
Net sales	$	452,607		$	449,895		$	474,445		$	530,633		$	428,423
Gross profit		280,715			217,828			237,340			328,284			265,617
Research and development expenses		44,316			52,441			58,364			62,421			49,416
Selling, general and administrative expenses		174,854			191,113			222,632			192,978			158,588
Management fees paid to Savia		—			—			—			—			8,465
Amortization of intangible assets		17,065			28,034			30,454			27,896			14,457
Income (loss) from operations		44,480			(53,760	)		(74,110	)		44,989			34,691
Income (loss) from continuing operations before extraordinary items		16,086			(134,455	)		(80,783	)		2,387			6,762
Income (loss) from continuing operations before extraordinary items available for common stockholders		(2,602	)		(152,779	)		(89,407	)		(4,097	)		(133,367	)
Income (loss) from continuing operations before extraordinary items available for common stockholders per common share, basic and diluted	$	(0.04	)	$	(2.55	)	$	(1.49	)	$	(0.10	)	$	(4.23	)
Weighted average shares outstanding, basic and diluted		62,074			59,824			59,824			43,936			31,536

18PART II

~~Table~~Item 5. Market Price of ~~Contents~~the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

		As of September 30,
		2002		2001		2000		1999		1998
		(In Thousands)
Balance Sheet Data:
Working capital		$	265,030	$	245,961	$	25,056	$	349,175	$	272,097
Total assets			799,997		835,357		998,037		993,362		862,189
Long-term debt			228,293		248,898		23,468		315,424		394,446
Subordinated debt due Savia			—		—		—		—		35,857
Mandatorily redeemable stock
	Common		—		—		—		—		48,416
	Preferred		29,500		27,500		25,500		25,000		25,000
Total stockholders’ equity			337,505		319,718		450,880		470,715		160,421

MARKET INFORMATION FOR COMMON STOCK

InThere ~~fiscal~~is ~~year~~no ~~2000,~~public ~~long~~trading ~~term~~market ~~debt~~for ~~was reclassified as current long term debt due to~~ the ~~non-compliance~~Company’s ofCommon ~~certain financial covenants of the credit agreement with the Syndicated Banks~~Stock. ~~Without the reclassification long term~~ ~~debt and working capital would have been $320,768 and $321,856, respectively.~~

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~HOLDERS

~~The~~As ~~following~~of ~~discussion and analysis should be read in conjunction with the “Selected Consolidated Financial Data” and consolidated financial statements~~December 15, ~~including~~ ~~the notes thereto~~2004, ~~appearing~~there ~~elsewhere~~were ~~herein.~~approximately ~~The~~18 ~~following discussion~~holders 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~~our ~~or financial condition to differ materially from those~~Common ~~expressed in or implied by, such statements~~Stock.

~~RISK FACTORS~~DIVIDENDS

~~Readers~~We ~~should~~did benot ~~aware~~declare ~~that~~any ~~there~~cash ~~are~~dividends ~~various~~on ~~risk~~our ~~factors~~Common ~~including~~Stock for fiscal year 2004. Our senior secured credit facility and the indenture governing our 10¼% senior subordinated notes restrict our ability to declare or make distributions on our Common Stock. Additionally, ~~but~~our ~~not~~senior secured credit facility and the ~~limited~~indenture governing our 10¼% senior subordinated notes restrict the ability of Seminis Vegetable Seeds, Inc., our principal domestic operating subsidiary, to pay dividends to us. Subject to contractual restrictions contained in the indenture and our senior secured credit facility, ~~those~~any ~~set~~future ~~forth~~determinations ~~below:~~as to the payment of dividends on our Common Stock will be at the discretion of our board of directors and will depend on our financial condition, results of operations and such other factors as the board of directors deems relevant. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Secured Credit Facility” and “–10¼% Senior Secured Notes.” .

•SECURITIES AsAUTHORIZED ofFOR ~~December~~ISSUANCE ~~31,~~UNDER ~~2002,~~EQUITY weCOMPENSATION had not completed a refinancing transaction in order to pay the remaining balance of our Syndicated Credit Facility totalling $224.7 million. The lenders agreed to temporarily extend the term of the credit facility and in January 2003, a formal amendment was executed. Among other things, the amendment extended the final maturity of the 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. Upon receipt of the amended credit agreement, long-term portions of borrowings were reclassified from current liabilities to long-term debt as of September 30, 2002. Whereas we have met our obligations as well as covenant requirements under the amended credit facility through September 30, 2002, 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, there can be no assurances that the Fox Paine transaction 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, 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.PLANS

19The following table sets forth information concerning equity securities of the Company that are authorized for issuance under all compensation plans (in thousands, except per share data).


Plan Category	Number (a)		Weighted-Average (b)		Number (c)
Equity compensation plans approved by security holders (d)		4,538.1	$	3.10		2,432.7

•(a) ANumber ~~new management team has been in place as~~ of ~~August~~Securities ~~2000. The Company’s ability~~ to ~~generate operating profits and cash flows will~~ be ~~dependent~~Issued onUpon ~~their~~Exercise ~~successful implementation~~ of ~~the~~Outstanding ~~Company’s strategic initiatives including~~Options, ~~but~~Warrants ~~not limited to, the Global Restructuring~~ and ~~Optimization Plan~~Rights. •(b) ~~The~~Weighted-average ~~Company~~Exercise ~~continues~~Price 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~~Outstanding ~~sales. Despite investments in this area~~Options, ~~our~~Warrants ~~research~~ and ~~development may not result in the discovery or successful development of new products, which will be accepted by our customers~~Rights. •(c) ~~The~~Number ~~Company may have the inability to protect its intellectual property due to the uncertainty~~ of ~~litigation~~Securities ~~and~~Remaining ~~the~~Available ~~ineffectiveness~~for ofFuture ~~the~~Issuance ~~laws~~Under inEquity ~~some~~Compensation ofPlans ~~the~~excluding ~~countries~~Securities ~~that~~Reflected ~~the Company currently has operations, which could have a material adverse effect on our business, results of operations or financial condition. • A change~~ in ~~United~~Column ~~States 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~~). •(d) The ~~Company~~Seminis ~~faces substantial competition due to technological advances by competitors such as other seed companies, pharmaceutical and chemical companies and biotechnology companies~~Inc. ~~Many~~1998 ofStock ~~these~~Option ~~companies have substantially greater resources than we. If a competitor introduces a competitively successful product~~Plan, itas ~~could~~Amended 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~~Restated, ~~which~~was ~~could~~adopted ~~have~~by ~~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~~July ~~year and have a material adverse effect on our business, results of operations or financial condition~~1999. • 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~~RECENT SALES OF UNREGISTERED SECURITIES

~~Seminis~~Not ~~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~~Applicable. ~~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~~18 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.

GlobalTable Restructuringof and Optimization Plan Contents

InItem ~~February 2000, we announced a cost-saving initiative designed to streamline operations, increase utilization of facilities and improve efficiencies~~6. ~~The first~~Selected ~~phase~~Consolidated ofFinancial 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: Data

•The ~~reorganizing~~following selected consolidated financial data should be read in conjunction with our ~~ten~~historical ~~legacy~~consolidated ~~seed~~financial ~~companies~~statements ~~into~~and ~~four~~related notes, ~~geographical~~and ~~regions;~~“Management’s •Discussion ~~selling~~and orAnalysis ~~consolidating~~of ~~certain~~Financial ~~operation~~Condition and Results ~~production~~of ~~facilities;~~Operations” included elsewhere herein.

20The selected historical consolidated financial data as of and for each of the fiscal years ended September 30, 2000 through 2004 have been derived from our audited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected in the future.

~~Table~~As a result of ~~Contents~~the acquisition transactions (see Notes 2 and 3 to our consolidated financial statements), which were consummated on September 29, 2003, the financial information below has been presented on a predecessor/successor basis. The predecessor periods include the 364 days ended (referred to herein as the “twelve months ended’’) September 29, 2003, and the fiscal years ended September 30, 2002, 2001 and 2000, while the successor periods include the fiscal year ended September 30, 2004 and the one day ended September 30, 2003.

•The ~~reducing~~acquisition ~~headcount~~transactions ~~that~~are ~~results~~accounted ~~from~~for under the ~~reorganization~~purchase method of accounting. In accordance with applicable accounting guidelines, the purchase price paid by Fox Paine for Seminis common stock and ~~from~~the ~~facility~~related ~~consolidation;~~purchase accounting •adjustments ~~rationalizing~~are “pushed down’’ and recorded in our ~~product~~financial statements. ~~portfolio;~~As •a ~~implementing~~result anof ~~advanced~~these ~~logistics~~adjustments, ~~management~~financial information ~~system;~~presented for the predecessor and •successor ~~divesting~~periods ~~non-strategic~~are ~~assets~~not directly comparable. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation – acquisition transactions.’’

In ~~connection~~February 2000, ~~with~~we ~~phase~~initiated ~~one~~a ~~of the~~ Global Restructuring and Optimization Plan, to westreamline ~~recorded~~our ~~pre-tax~~operations, ~~charges~~increase toutilization ~~operations~~ of ~~approximately~~our ~~$34.4 million~~facilities ~~for~~and improve ~~restructuring~~efficiencies ~~costs~~in ~~during~~our ~~fiscal~~business. ~~year~~The ~~2000~~key ~~that~~elements ~~included~~of ~~severance~~this ~~and~~plan ~~other~~involved ~~exit~~reorganizing ~~costs,~~our ~~inventory~~ten ~~write-downs~~legacy ~~and~~seed ~~costs~~companies ~~associated~~into ~~with~~four ~~streamlining~~geographical ~~our~~regions, ~~products~~selling ~~portfolio.~~and Ofconsolidating ~~this~~certain ~~amount~~operation and production facilities, ~~$18.4 million~~reducing headcount, ~~was~~rationalizing ~~included~~our inproduct ~~cost~~portfolio, ofimplementing an advanced ~~goods~~logistics ~~sold~~management ~~for~~information ~~inventory~~system ~~write-downs.~~and ~~The~~divesting ~~remaining~~certain ~~$16~~non-strategic assets.~~0 million~~ ~~was~~In ~~included in~~connection ~~selling,~~with ~~general~~this ~~and~~plan ~~administrative~~we ~~expenses~~recorded ~~and~~pre-tax ~~consisted~~charges ~~primarily~~to ofour income ~~severance~~from ~~costs.~~operations ~~The~~in ~~total~~fiscal ~~phase~~year ~~one~~2001. ~~and~~These ~~initial~~charges ~~phase~~are ~~two~~noted ~~severance~~below ~~charges~~and are ~~related~~described toin amore ~~planned~~detail ~~600-employee~~in ~~reduction~~“Management’s ~~worldwide~~Discussion inand ~~both~~Analysis ~~operational~~of ~~and~~Financial ~~administrative~~Condition ~~groups~~and Results of Operations” included elsewhere herein.

As part of the implementation of the expanded second phase of our Global Optimization Plan, we recorded a pre-tax charge of $12.0 million in selling, general and administrative expenses in the third quarter of fiscal year 2001. This charge 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 Restructuring and Optimization Plan.


	Predecessor												Successor
										Twelve						Fiscal
										Months			Day			Year
				Fiscal Year Ended						Ended			Ended			Ended
				September 30,						Sep. 29,			Sep. 30,			Sep. 30,
	2000			2001			2002			2003			2003			2004
Income Statement Data(1):
Net sales	$	474.4		$	449.9		$	452.6		$	472.7		$	4.7		$	525.8
Cost of goods sold(2)		237.1			232.1			171.9			179.7			1.9			235.7

Gross profit		237.3			217.8			280.7			293.0			2.8			290.1
Operating expenses:
Research and development expenses(3)		58.4			52.5			44.3			48.3			10.7			51.1
Selling, general and administrative expenses(4)		222.6			191.1			174.9			215.0			0.9			194.8
Amortization of intangible assets(5)		30.4			28.0			17.0			16.3			—			8.0

Total operating expenses		311.4			271.6			236.2			279.6			11.6			253.9
Gain on sale of assets		10.0			0.6			6.0			1.9			—			4.3

Income (loss) from operations		(64.1	)		(53.2	)		50.5			15.3			(8.8	)		40.5
Other income (expense):
Interest expense, net		(33.4	)		(39.1	)		(27.7	)		(32.8	)		1.2			(38.6	)
Interest expense from preferred shares subject to mandatory redemption (6)		—			—			—			—			—			(7.1	)
Foreign currency gain (loss)		(5.4	)		1.7			(2.2	)		1.4			—			7.0
Minority interest		(1.2	)		(1.4	)		(1.2	)		(0.7	)		—			(1.3	)
Other income (expense), net		(1.3	)		(2.5	)		(0.8	)		(1.5	)		—			(4.4	)
Income tax benefit (expense)		24.6			(40.0	)		(2.5	)		(5.8	)		—			(12.4	)

Net income (loss)(7)	$	(80.8	)	$	(134.5	)	$	16.1		$	(24.1	)	$	(7.6	)	$	(16.3	)

~~The remaining components of the restructuring accruals are as follows:~~19

				Amounts			Balance at		Additional		Amounts			Balance at		Additional		Amounts			Balance at
		Charges		Incurred			Sept. 30,		Charges		Incurred			Sept. 30,		Charges		Incurred			Sept. 30,
		2000		2000			2000		2001		2001			2001		2002		2002			2002
Severance and related expenses		$	14.0	$	(1.8	)	$	12.2	$	12.0	$	(12.3	)	$	11.9	$	—	$	(8.6	)	$	3.3
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

To date, there have been no material adjustments to amounts accrued under the plan. The remaining $3.3 million reserve balance is expected to be utilized in fiscal year 2003.


	Predecessor						Successor
			Fiscal Year Ended				Fiscal Year Ended
			September 30,				September 30,
	2000		2001		2002		2003		2004
Balance Sheet Data (at period end):
Cash and cash equivalents	$	22.5	$	22.3	$	36.8	$	36.8	$	116.9
Inventory		333.3		279.7		272.5		351.6		328.4
Total assets		998.0		835.4		800.0		707.2		777.7
Total long-term debt		349.1		316.4		250.0		401.3		450.6
Total debt		369.3		336.1		278.5		421.3		461.5
Mandatory redeemable stock:
Preferred stock		25.5		27.5		29.5		39.3		41.8
Total stockholders’ equity		450.9		319.7		337.5		83.9		72.8

Improved Financial Performance

(1)		The income statement data and the other data are based on financial information from the income statement, which includes the operating results for acquisitions and other transactions from the date thereof. As a result of these transactions, the results of operations and consolidated financial position thereafter reflect the effects of purchase accounting.

(2)		Cost of goods sold in fiscal years 2000 and 2001 included inventory write-downs related to our Global Restructuring and Optimization Plan that were in addition to the inventory provisions that we take in the ordinary course of our business. In fiscal year 2000, we recorded non-cash inventory write-downs of $18.4 million in connection with the consolidation of our facilities and additional non-cash, inventory write-downs of $24.5 million as a result of revised sales forecasts. In fiscal year 2001, we recorded non-cash inventory write-downs of $58.2 million as a result of the rationalization of our product portfolio from over 6,000 to just over 4,000 varieties of seed products and the implementation of more stringent quality standards. In fiscal year 2004, we recorded $47.4 million of non-cash inventory step-up amortization due to purchase accounting. See note 3 to our consolidated financial statements.

(3)		Research and development expenses in fiscal year 2000 included special breeder bonuses in the amounts of $2.1 million, designed to retain the services of breeder personnel. As a result of the acquisition transactions and associated purchase accounting treatment, a one-time $10.6 million in-process research and development charge has been recorded in the successor period for the day ended September 30, 2003.

(4)		Selling, general and administrative expenses included the following items:

As (a) ~~result~~asset ofimpairment ~~the~~related ~~implementation~~to ofan ~~the~~intangible ~~global~~asset ~~restructuring~~resulted ~~and~~in ~~optimization plan,~~a wecharge ~~have~~of ~~significantly~~$6.4 ~~improved~~million ~~our~~in ~~cash~~fiscal ~~flows~~year ~~and established the basis for future profitable operations through:~~ 2000;

•(b) ~~decreased~~restricted ~~operating~~stock ~~expenses~~award ~~primarily~~plan ~~through~~charges related to a ~~reduction~~2001 inexecutive ~~global~~incentive ~~headcount~~program ~~and~~established for the ~~consolidation~~specific purpose of ~~production~~incentivizing senior management to meet performance targets. The plan primarily awarded compensation in the form of shares of Seminis common stock when specific targets were met over a period of six quarters commencing March 31, 2001. The impact of this plan resulted in non-cash charges of $1.8 million and ~~operations~~$5.8 ~~facilities;~~million •in ~~improved~~fiscal ~~collections~~years 2001 and 2002, respectively. The impact of ~~accounts~~this ~~receivable;~~plan •also ~~reduced~~resulted ~~inventory~~in ~~purchases~~cash ~~resulting~~charges ~~from~~of ~~improved~~$0.8 ~~forecasting~~million and ~~inventory~~$1.5 ~~controls;~~million in fiscal years 2001 and •2002, respectively. The restricted stock award plan was terminated at the ~~sale~~end of ~~non-core~~fiscal ~~assets.~~year 2002;

~~Together~~(c) ~~with~~management ~~price~~fees ~~increases~~of ~~that~~$4.8 wemillion ~~implemented~~ in ~~April~~fiscal ~~2001,~~year ~~during~~2004 were computed on the basis of 1% of net sales of previous fiscal year, ~~2002~~payable to Fox Paine and Desarrollo Consolidado de Negocios, ~~we:~~ S.A. de C.V., an affiliate of Mr. Romo, while $0.1 million of reimbursable expenses for Fox Paine were also recorded;

•(d) ~~reduced~~severance charges related to our ~~debt~~Global Restructuring and Optimization Plan impacted fiscal years 2000 and 2001 by $5714.60 million; •and ~~reduced~~$12.0 ~~operating~~million, ~~expenses~~respectively. asA acharge ~~percentage~~ of ~~sales by 7~~$10.9%; million associated with severance of an executive and •other ~~generated~~employees ~~positive~~was ~~cash~~recorded ~~flows~~in ~~from~~the ~~operations~~fiscal year ended September 30, 2003, of ~~approximately~~which $3810.14 million was a cash charge. In fiscal year 2004, a charge of $3.1 million was recorded for employee severance;

21 (e) facility consolidation costs of $3.1 million and $4.3 million incurred in fiscal years 2000 and 2001, respectively, were associated with our Global Restructuring and Optimization Plan;

~~Table~~(f) in fiscal year 2000, we recorded $2.0 million of ~~Contents~~consulting fees in connection with the development of a new management information and product analysis systems and software program that was terminated in that year as part of our Global Restructuring and Optimization Plan. In fiscal year 2001, we incurred $3.3 million in advisory and consulting fees. $2.0 million of these fees were paid to our lenders, their advisors and legal counsel and our advisors and legal counsel in connection with the restructuring of our credit facility, and $1.3 million of these fees were paid to several consultants who advised us on certain aspects of our Global Restructuring and Optimization Plan. In fiscal year 2002 we incurred $0.8 million of consulting fees related to our Global Restructuring and Optimization Plan;

~~Results~~(g) in the twelve months ended September 29, 2003, we recorded $26.9 million of ~~Operations~~ legal and professional fees related to the acquisition transactions, a portion of which represented payments made by us to the advisors and legal counsel to the special committee of Seminis’ Board of Directors formed to evaluate the acquisition transactions. We also incurred $4.3 million of expenses related to the buy-out of options associated with the acquisition transactions. In the fiscal year ended September 30, 2004, we recorded $0.6 million of legal and professional fees related to the acquisition transactions,

~~The~~(h) ~~table~~in ~~below~~the ~~sets~~fiscal ~~forth~~year ~~Seminis’~~ended ~~results~~September 30, 2004, we recorded a non-cash charge of ~~operations~~$1.1 ~~data~~million ~~expressed~~related asto ~~a percentage~~stock-based compensation to management, which represented 10% of ~~net~~the ~~sales.~~ restricted stock units available when certain performance criteria are met; and

	Fiscal Years Ended September 30,
	2002			2001			2000
Net sales		100.0	%		100.0	%		100.0	%
Gross profit		62.0			48.4			50.0
Research and development expenses		9.8			11.7			12.3
Selling, general and administrative expenses		38.6			42.4			46.9
Amortization of intangible assets		3.8			6.2			6.4
Income (loss) from operations		9.8			(11.9	)		(15.6	)
Interest expense, net		(6.1	)		(8.7	)		(7.1	)
Other non-operating income (expense), net		0.4			(0.4	)		0.5
Income (loss) from continuing operations before income taxes		4.1			(21.0	)		(22.2	)
Income tax benefit (expense)		(0.5	)		(8.9	)		5.2
Net income (loss)		3.6	%		(29.9	)%		(17.0	)%

(i)

a compensation charge of $0.6 million was recorded in fiscal year 2004 as a special bonus related to a contractual agreement of an employee loan.

Year Ended September 30, 2002 Compared With Year Ended September 30, 2001

(5)		We ceased the amortization of goodwill due to our adoption of SFAS No. 142, “Goodwill and Other Intangible Assets” in fiscal year 2002.

(6)		Reflects a charge related to interest expense from preferred shares subject to mandatory redemption and accretion of warrants.

(7)		Net loss included an increase in income tax expense during fiscal year 2001 primarily related to a provision of a valuation allowance against the deferred tax assets arising from net operating loss carryforwards. Net income included a decrease in income tax expense during fiscal year 2002 primarily related to a $5.9 million U.S. tax refund and the utilization of net operating loss carryforwards.

~~Net Sales~~20

NetTable sales increased 0.6% to $452.6 million for the year ended September 30, 2002 from $449.9 million for the year ended September 30, 2001. The result was impacted by $4.8 million of negative currency fluctuations relating to weakness in the European Monetary Union Euro, Argentinean Peso and Brazilian Real versus the United States Dollar during the year ended September 30, 2002, compared to the same period in the prior fiscal year. In addition, the year ended September 30, 2001 included incremental net sales of $10.7 million from a non-core business divested in January 2002. In constant dollars, stated at monthly average exchange rates for fiscal year 2001 and excluding the sales of the non-core businesses, net seed sales would have increased 4.0%. This increase was primarily attributable to higher sales of spinach, onion, cucumber, tomato, white cabbage, peas and bean varieties in the Europe, Middle East and Africa region. Also, the North and Central America sales regions benefited from increased sales of lettuce, spinach and sweet and hot pepper varieties. The sales increases were primarily attributed to price increases implemented in these respective regions. Overall sales increases were partially offset by decreases in the Far East region sales due to weak economic and poor weather conditions and in South American sales due to the economic instability in Argentina, which also affected other countries in the region. Contents

~~Gross~~Item ~~Profit~~ 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross profit increased 28.9% to $280.7 million for the year ended September 30, 2002 from $217.8 million for the year ended September 30, 2001. Gross margin increased to 62.0% for the year ended September 30, 2002 from 48.4% for the year ended September 30, 2001. The ~~improvement~~following indiscussion ~~both gross profit~~ and ~~gross margin~~analysis ~~was~~should ~~primarily~~be ~~due~~read toin aconjunction ~~non-cash~~with ~~inventory write-down of $58.2 million~~the ~~taken~~“Selected ~~during~~Consolidated ~~fiscal~~Financial ~~year~~Data” ~~2001, related to the Global Restructuring~~ and ~~Optimization~~ ~~Plan.~~consolidated ~~Excluding~~financial ~~the non-cash inventory write-down~~statements, ~~gross margin~~ ~~for~~including the ~~period~~notes ~~ended September 30~~thereto, ~~2001~~appearing ~~would~~elsewhere ~~have been 61~~herein.~~4%.~~ The ~~increase~~following ~~was~~discussion ~~also~~and ~~due~~analysis tocontains ~~seed~~certain ~~price~~“forward-looking ~~increases~~statements” ~~within~~which ~~the Europe, Middle East and Africa~~are ~~and~~subject ~~the~~to ~~North~~certain ~~and Central America sales regions as well as an improved product mix. Additionally~~risks, ~~there~~uncertainties ~~was approximately $3.1 million of freight~~ and ~~handling~~ ~~charge revenue that was recognized in net sales during the year ended September 30~~contingencies, ~~2002 in compliance with EITF 00-10~~including, ~~“Accounting for Shipping and~~without ~~Handling Fees and Costs~~limitation,”; ~~with~~those ~~the~~set ~~corresponding~~forth ~~expense recorded in selling~~below, ~~general~~ ~~and~~which ~~administrative~~could ~~expenses.~~cause InSeminis’ ~~the~~actual ~~prior year~~business, ~~through June 29, 2001,~~ ~~such~~results ~~freight~~of ~~and~~operations ~~handling~~or ~~charge~~financial ~~revenue~~condition ~~was~~to ~~netted~~differ ~~against~~materially ~~the~~from ~~corresponding~~those ~~selling,~~expressed ~~general~~in ~~and~~or ~~administrative~~implied ~~expenses~~by, ~~other~~such ~~than $1~~statements.~~3 million that was~~ ~~recognized in net sales in the fourth quarter of fiscal year 2001.~~

~~Research~~RISK ~~and Development Expenses~~FACTORS

~~Research~~You ~~and~~should ~~development~~carefully ~~expenses~~consider ~~decreased 15.5% to $44.3 million for~~ the ~~year ended~~following ~~September 30~~risks, ~~2002~~together ~~from~~with ~~$52.4 million~~all ~~for~~other ~~the~~information ~~year~~included ~~ended~~in ~~September 30, 2001.~~this ~~$4.2 million~~annual ~~of the decrease was due to personnel reductions and $1~~report.3 ~~million~~The realization of ~~other~~any ~~expenses resulted from initiatives~~ of the ~~Global~~risks ~~Restructuring and~~set ~~Optimization~~forth ~~Plan.~~below ~~The~~could ~~decrease~~have ~~was~~a ~~also~~material ~~attributable~~adverse toeffect anon ~~approximate $0.9 million~~our ~~research~~business, ~~grant~~results ~~received~~of inoperations ~~Europe which offset research~~ and ~~development~~ ~~expenses~~future ~~during the year ended September 30, 2002. In addition,~~prospects: ~~expenses decreased by approximately $1.6 million due to the impact of the~~ ~~divestiture of a non-core business.~~

22 • We have experienced losses in the past and we may experience losses in the future. • 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 2004, our investment in research and development before purchase accounting impact represented 10.2% 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 not have the ability 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 limit or 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 have a material adverse effect on our business, results of operations or financial condition. • Defective seeds could result in claims and negative publicity, and the insurance covering claims may become unavailable or be inadequate, which could have a material adverse effect on our business, results of operations or financial condition. • The Company owns production and processing facilities in numerous countries throughout the world and markets its products worldwide. Accordingly, fluctuations in currency rates may affect the Company’s operating results and net income. • The Company’s business is seasonal. • Following the acquisition transactions, the Company has incurred substantially higher levels of debt. • The Company’s worldwide operation and products are highly regulated in the areas of safety and protection of human health and the environment. Compliance with these health and safety regulations can be costly.

~~Table~~The Company has made in this annual report and from time to time may make written and oral forward-looking statements. Written forward-looking statements may appear in documents furnished or filed with the Securities and Exchange Commission and in press releases. The Private Securities Litigation Reform Act of ~~Contents~~1995 contains a safe harbor for forward-looking statements. The Company relies on this safe harbor in making such disclosures. All statements contained in this annual report as to future expectations and financial results including, but not limited to, statements containing the words “plans,” “believes,” “intends,” “anticipates,” “expects,” “projects,” “should,” “will” and similar expressions, should be considered forward-looking statements subject to the safe harbor. The forward-looking statements are based on management’s current beliefs and assumptions about expectations, estimates, strategies and projections for the Company. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes or results may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of future information, future events or otherwise. The risks, uncertainties and assumptions regarding forward-looking statements include, but are not limited to, product demand and market acceptance risks; product development risks, such as delays or difficulties in developing, producing and marketing new products; the impact of competitive products, pricing and advertising; constraints resulting from the financial condition of the Company, including the degree to which the Company is leveraged; general economic conditions in the United States and in markets outside of the United States served by the Company; government regulations; risks of loss of material customers; environmental matters; and other risks described in the Company’s Securities and Exchange Commission filings.

~~Selling, General and Administrative Expenses~~OVERVIEW

~~Selling,~~Acquisition ~~general and administrative expenses decreased 8.5% to $174.9 million~~Transactions ~~for the year ended September 30, 2002 from $191.1 million for the year ended~~ ~~September 30, 2001. The decrease was primarily the result of approximately~~ ~~$12.0 million of severance provision, $4.3 million of facility consolidating~~ costs and $3.3 million of consulting fees due to restructuring initiatives incurred in fiscal year 2001 compared to $0.8 million of consulting fees for restructuring initiatives in fiscal year 2002. Additionally, the decrease was attributable to the elimination of approximately $8.9 million of expenses from a non-core business divested in January 2002, combined with the impact of further headcount reductions following the implementation of the Global Restructuring and Optimization Plan. The decrease in expenses was partially offset by a compensation charge of $7.3 million related to an employee restricted stock award plan recorded during the year ended September 30, 2002, compared to $2.6 million recorded during the prior fiscal year. Additionally, the decrease in expenses was offset by approximately $3.1 million of freight and handling charge revenue that was recognized in net sales during the year ended September 30, 2002. In the prior year, such freight and handling charge revenue was netted against the corresponding selling, general and administrative expenses, other than $1.3 million that was recognized in the fourth quarter of fiscal year 2001.

~~Amortization~~On ofSeptember 29, ~~Intangible~~2003, ~~Assets~~the Company completed the acquisition transactions, which have a significant effect on the Company’s financial statements (see Notes 2 and 3 to our consolidated financial statements).

~~Amortization~~The ofCompany’s ~~intangible~~results ~~assets decreased 39.1% to $17.1 million~~ for the fiscal year ~~ended~~ ~~September 30,~~and ~~2002~~one ~~from~~day ~~$28.0 million for the year~~ ended September 30, ~~2001.~~2004 ~~The~~and ~~decrease~~2003, ~~was~~respectively, ~~primarily~~reflect ~~due to~~ the ~~adoption~~effects of ~~SFAS~~the ~~No. 142,~~acquisition ~~“Goodwill~~transactions and ~~Other~~are ~~Intangible~~presented ~~Assets.”~~on ~~The~~a ~~pronouncement~~successor ~~requires~~basis, ~~that periodic~~whereas ~~amortization of goodwill be ceased and that annual reviews of~~ the ~~fair value~~results of for the ~~goodwill~~twelve ~~need~~months toended ~~be performed to determine if an impairment of the goodwill asset value exists. Upon completing our analyses~~September 29, ~~no impairment~~2003 ~~adjustments in goodwill~~ and ~~other~~ ~~intangible~~the ~~assets~~fiscal ~~were~~years ~~required. Therefore, we recorded no goodwill~~ended ~~amortization in accordance with SFAS No.~~September ~~142~~30, ~~in fiscal year~~ 2002, ~~whereas approximately~~2001 ~~$9.0 million~~and of2000 ~~goodwill~~are ~~amortization~~presented ~~was~~on ~~recorded~~a ~~during~~predecessor ~~fiscal year 2001~~basis. The acquisition ~~decrease~~transactions ~~was~~are ~~also~~accounted ~~due~~for tounder the ~~effect~~purchase ofmethod ~~latter stages~~ of ~~accelerated~~accounting. ~~amortization~~In ofaccordance ~~intangible~~with ~~assets~~applicable ~~related~~accounting toguidelines, ~~purchase~~the ~~accounting.~~purchase ~~The~~price ~~decrease~~paid ~~was~~by ~~partially~~Fox ~~offset~~Paine byfor ~~the~~Seminis’ ~~currency~~common ~~impact~~stock ~~from~~plus ~~the~~related ~~fluctuation~~purchase ofaccounting ~~the~~adjustments ~~South~~are ~~Korean~~“pushed ~~Won~~down” onand ~~South~~recorded ~~Korean~~in ~~based~~Seminis’ ~~intangible assets~~financial statements.

~~Interest Expense, Net~~21

InterestTable expense,of net, decreased 29.1% to $27.7 million for the year ended September 30, 2002 from $39.1 million for the year ended September 30, 2001. The decrease was primarily due to lower average debt balances and interest rates during fiscal year 2002 compared to the prior fiscal year. During the 12 months ended September 30, 2002, our bank debt balance decreased by approximately $57.6 million. Contents

~~Other~~The ~~Non~~75.1% of deemed assets acquired and liabilities assumed in connection with the acquisition transactions were originally recorded at their estimated fair market values based on an independent appraisal and 24.9% of the historical bases were carried over, however, these values were in excess of the proportionate purchase price paid by Fox Paine for 75.1% of Seminis’ common stock. Accordingly, the negative goodwill totaling $433.4 million was allocated against the value of non-~~Operating~~current ~~Income~~assets ~~(Expense)~~on a proportionate basis. The following summarizes the fair market values, ~~Net~~subsequent adjustments and the adjusted carrying values of the net assets acquired as of September 29, 2003:

We had other non-operating income, including foreign currency gain (loss), net, of $1.8 million for the year ended September 30, 2002 as compared to other non-operating expense, net, of $1.6 million for the year ended September 30, 2001. Other non-operating income, net, for the year ended September 30, 2002 primarily consists of an approximate $3.9 million gain from the sale of a non-core business in January 2002, offset by foreign currency losses of $2.2 million resulting from currency fluctuations in South America and a United States Dollar denominated loan in the Netherlands and a minority interest provision of $1.2 million. Other income, net, also includes gains from non-strategic asset sales in South Korea. Other non-operating expense, net, for the year ended September 30, 2001, primarily resulted from the loss on sale of fixed assets of $1.9 million and a minority interest provision of $1.4 million. The expense was partially offset by a foreign currency gain of $1.7 million.


				FMV			24.9%			Negative			Adjusted Basis
	Historical			Of 75.1%			Carryover			Goodwill			As of
	Basis			Acquired			Basis			Allocation			September 29, 2003
Current assets, excluding inventory	$	185,206		$	139,017		$	46,190		$	—		$	185,207
Inventory		279,680			283,107			69,751			—			352,858
Property, plant & equipment		166,943			125,308			41,635			(106,589	)		60,354
Goodwill		106,056			—			—			—			—
Intangibles		51,533			331,693			12,852			(271,536	)		73,009
In-process R&D		—			58,547			—			(47,929	)		10,618
Other long-term assets		18,463			13,859			4,605			(7,338	)		11,126
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)

	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

~~Income~~The ~~Tax~~$73.2 million ~~Benefit~~increase ~~(Expense)~~in inventory value was expected to be expensed as the inventory is sold over a 16 month period from the date of acquisition, based on an estimated inventory turn. It was changed to 18 months based on the actual inventory turn of fiscal year 2004. Intangible assets are amortized on a straight-line basis over periods between five and forty years.

~~Income~~At ~~tax~~the ~~expense~~consummation ~~was~~date ~~$2.5 million and $40.0 million for~~ of the ~~years~~Acquisition ~~ended September 30~~Transactions, ~~2002~~existing ~~and~~in-process ~~September 30,~~research ~~2001, respectively. The decrease in~~and ~~income~~development ~~tax~~projects ~~expense~~were ~~was~~assessed. ~~the~~Projects ~~result~~were ofanalyzed ~~utilization~~by stage of ~~net~~development ~~operating~~and ~~loss carryforwards~~assigned insuccess ~~fiscal~~rates ~~year~~based ~~2002,~~on ~~the~~our ~~receipt~~historical experience of ~~a $5.9 million tax refund in July 2002 in~~ the ~~United~~probability ~~States~~that ~~due~~such toprojects ~~certain~~would ~~changes~~yield ~~in the U~~viable products.S. ~~tax~~The ~~law~~weighted ~~for net~~average ~~operating~~stage ~~loss carrybacks, the mix~~ of ~~worldwide~~completion ~~income~~for ~~tax~~our ~~rates~~in-process research and ~~the establishment~~development ofprojects ~~valuation~~was ~~allowances for certain deferred tax assets in fiscal year 2001~~65%.

23The time and capital required for the development of new products represent significant industry complexities in the vegetable and fruit seed industry. Development cycles can last five to 12 years for a proprietary variety to reach commercial viability.

~~Table~~In our forecasting model for each project, cash flows from revenues forecasted in each period were reduced by related expected expenses, capital expenditures and the cost of ~~Contents~~working capital. The discount rates applied to a project’s cash flows were approximately 22% — 24%, based on the level of risk associated with a particular project and the current return on investment requirements of the market.

~~Year~~In-process ~~Ended~~research ~~September 30,~~and ~~2001~~development ~~Compared~~was ~~With~~immediately ~~Year~~expensed ~~Ended~~in the results of the successor entity for the one-day period ended September 30, ~~2000~~2003.

~~Net~~The ~~Sales~~acquisition transactions resulted in the incurrence of additional operating expenses in both the predecessor and successor companies. The main components of these operating expenses were related to transaction fees for obtaining an exchange and fairness opinion, and expenses for the buyout of existing options, severance and restricted stock.

~~Total net sales at actual currency rates decreased 5.2% to $449.9 million for~~OUTLOOK ~~the year ended September 30, 2001, from $474.4 million for the year ended~~ ~~September 30, 2000. The decrease was primarily due to currency fluctuation and~~ ~~divestiture of certain businesses. The weakness of the European Monetary Union~~ Euro, the South Korean Won and Brazilian Real accounted for the majority of the $20.9 million decrease in sales from currency fluctuation in comparison to fiscal year 2000. The divestiture of the garden and soybean businesses impacted sales with a further decrease of $17.3 million. At a constant currency rate with fiscal year 2000, net seed sales increased 2.4% to $439.5 million for the year ended September 30, 2001, from $429.2 million for the year ended September 30, 2000. North America had the largest increase of $8.4 million with significant improvements in Mexico. At a constant currency rate with fiscal year 2000, South America had a sales increase of $2.8 million, despite unfavorable economic conditions in Argentina and Colombia; the Far East also recorded a net seed increase in sales of $0.6 million, even though Korea was negatively impacted by heavy snowfall and an economic downturn; Europe, the Middle East and Africa sales decreased by $1.5 million, mainly due to weather conditions in Southern Europe. Non-core business also increased sales by $3.4 million, at constant currency rates with fiscal year 2000, with Incotec being the major contributor.

~~Gross~~The ~~Profit~~change in the basis of assets and liabilities, resulting from the acquisition transactions, will continue to impact the operating results of the Company. During the first six months of fiscal year 2005, gross margins will be lower, resulting from the amortization of the increased basis in inventory. The increase in inventory basis of $73.2 million, resulting from the purchase accounting adjustments made in connection with the acquisition transactions, are reflected in the statement of operations through decreased margins as the related inventory is sold. The balance of the related inventory is expected to be sold by March 2005. Approximately over the next eight years, operating expenses will benefit from an annual reduction in depreciation expense of approximately $7.6 million, which will reduce research and development, selling, general and administrative expenses. Our future results are expected to be adversely impacted by increased interest expense as a result of higher average debt levels outstanding coupled with higher interest rates.

~~Gross~~The ~~profit~~Company ~~decreased~~will ~~8.2%~~continue to ~~$217.8 million~~execute ~~for~~its ~~the~~Value ~~year~~Capture ~~ended~~Strategy September 30, 2001, from $237.3 million for the year ended September 30, 2000. Gross margin decreased to 48.4% for the year ended September 30, 2001, from 50.0% for the year ended September 30, 2000. Both gross profit and ~~gross margin reflected~~will ~~total~~focus ~~non-cash~~on ~~inventory writedowns of $73.9 and $58.9 million taken during fiscal year 2001 and 2000~~opportunities, ~~respectively.~~such ~~The~~as ~~writedowns~~potential ~~in fiscal year 2001 included approximately $58.2 million of charges taken in conjunction with the Company’s Global Restructuring and Optimization Plan~~acquisitions, ~~whereby the Company rationalized its product line from 6,000~~ to ~~4,000~~achieve ~~varieties~~long ~~as well as imposed~~term ~~more~~growth ~~stringent quality standards~~targets. ~~Gross margins in fiscal year 2001 were also~~ ~~positively impacted by price increases resulting from efforts of the Global~~ ~~Restructuring and Optimization Plan.~~

~~Research and Development Expenses~~22

ResearchTable and development expenses decreased 10.1% to $52.4 million for the year ended September 30, 2001 from $58.4 million for the year ended September 30, 2000. The decrease was due to an approximate $2.0 million charge related to Seminis’ research incentive program recorded in the first half of fiscal year 2000, with no corresponding charges in fiscal year 2001. The decrease in expenses was also a result of headcount reduction from the Global Restructuring and Optimization Plan and currency fluctuations from research and development operations in Europe during fiscal year 2001. Contents

~~Selling,~~RESULTS ~~General~~OF ~~and Administrative Expenses~~OPERATIONS

~~Selling, general and administrative expenses decreased 14.2% to $191.1 million for the year ended September 30, 2001 from $222.6 million for the year ended September 30, 2000.~~ The ~~decrease~~table ~~was~~below ~~primarily~~sets ~~the~~forth result of headcount reductions following the implementation of the Global Restructuring and Optimization Plan and, in part, the impact of currency fluctuations. Furthermore, the decrease was the result of divestiture of certain non-core businesses totaling $6.9 million, the absence of a $6.4 impairment charge recorded in fiscal year 2000 associated with the CompanySeminis’s ~~investment~~results ~~in LSL Plantscience and a restructuring charge primarily for severances~~ of ~~$12.0 million~~operations indata ~~fiscal~~expressed ~~year~~as 2001 compared to $14.0 million in fiscal year 2000. The decrease was partially offset by facility moving costs of $4.3 million compared to $3.1 million and consulting fees for restructuring of $3.3 million compared to $2.0 million in fiscal years 2001 and 2000, respectively. Additionally, a ~~compensation~~percentage ~~charge~~ of ~~$2.6 million~~net ~~for a newly established employee stock plan was taken in fiscal year 2001~~sales.

Amortization of Intangible Assets


	Successor						Predecessor
	For the			For the			For the			For the
	Year			Day			Twelve Months			Year
	Ended Sep. 30,			Ended Sep. 30,			Ended Sep. 29,			Ended Sep. 30,
	2004			2003			2003			2002
Net sales		100.0	%		100.0	%		100.0	%		100.0	%

Gross profit		55.2			59.6			62.0			62.0
Research and development expenses		9.7			2.8			10.2			9.8
In-process research and development		––			225.4			––			––
Selling, general and administrative expenses		37.1			18.3			45.5			38.6
Amortization of intangible assets		1.5			0.9			3.5			3.8

Total operating expenses		48.3			247.4			59.2			52.2
Gain on sales of assets		0.8			––			0.4			1.3

Income (loss) from operations		7.7			(187.8	)		3.2			11.1
Interest expense, net		(7.4	)		26.9			(6.9	)		(6.1	)
Interest expense from preferred shares subject to mandatory redemption		(1.3	)		––			––			––
Other non-operating income (expense), net		0.3			(0.1	)		(0.2	)		(0.9	)

Income (loss) from continuing operations before income taxes		(0.7	)		(161.0	)		(3.9	)		4.1
Income tax expense		(2.4	)		(0.4	)		(1.2	)		(0.5	)

Net income (loss)		(3.1	)%		(161.4	)%		(5.1	)%		3.6	%

~~Amortization~~Year ofEnded ~~intangible assets decreased 7.9% to $28.0 million for the year ended~~ September 30, ~~2001~~2004 ~~from~~Compared ~~$30.5 million~~With ~~for~~Year ~~the~~Ended ~~year ended~~ September 30, ~~2000.~~ ~~The decrease was primarily due to the effect of latter stages of~~2003 ~~accelerated amortization of intangible assets related to purchase accounting.~~ ~~Furthermore, the decrease was attributable to the currency impact from the~~ ~~devaluation of the South Korean Won on Korean based intangible assets. The~~ ~~decrease was partially offset by an increase in intangible asset amortization in an U.S. subsidiary.~~

24The results of operations for the year ended September 30, 2003, reflect the combined historical results for the twelve months ended September 29, 2003 (predecessor) and the one-day ended September 30, 2003 (successor).

~~Table~~Net ~~of Contents~~Sales

~~Interest~~Net ~~Expense~~sales increased 10.1% to $525.8 million for the year ended September 30, 2004 ~~Net~~from $477.4 million for the year ended September 30, 2003. All regions reported higher sales this fiscal year compared to the previous fiscal year with improved sales in tomato, cucumber, beans, and pepper seeds, generally reflecting a higher level of prices for our products. In particular, North and Central America, Europe and the Middle East regions experienced the highest increases in net sales. During fiscal year 2004, our new products sales (products launched commercially in the last 3 years plus the current year and products in development (“Phase 1 — adoption” and “Phase 2 — demonstration”) represented approximately 20% of revenue. The increase in net sales was also due to $22.1 million of favorable currency fluctuations related to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during fiscal year 2004 compared to the prior fiscal year. In constant dollars, stated at monthly average exchange rates for fiscal year 2003, and excluding non-seed sales, net seed sales would have increased 5.3%.

~~Interest~~Gross ~~expense, net, increased 17.1% to $39.1 million for the year ended~~Profit ~~September 30, 2001 from $33.4 million for the year ended September 30, 2000.~~ The increase was primarily due to higher effective interest rates in this fiscal year compared to last fiscal year. Furthermore, the increase was due to the acceleration of deferred financing cost amortization related to the Company’s credit facility. The acceleration was a result of the advancement of the maturity date of the term loan.

~~Other~~Gross ~~Non~~profit decreased 1.9% to $290.1 million for the year ended September 30, 2004 from $295.8 million for the year ended September 30, 2003. Gross margin was 55.2% and 62.0% for the years ended September 30, 2004 and September 30, 2003, respectively. The decrease was primarily due to the amortization of $47.4 million of inventory step-~~Operating~~up, ~~Income~~under ~~(Expense)~~purchase accounting treatment related to the acquisition transactions, ~~Net~~which had a negative impact of 9.0% on the Company’s gross margin of fiscal year 2004, offset by an approximate 5% price increase. Our new product sales as described in net sales also contributed higher margins. The non-cash amortization charge will continue to have a negative impact on the gross profit through March 2005. In the absence of inventory step up charge, our gross profit would have improved due to higher prices supported by higher sales level.

~~Seminis~~Research had other non-operating expense, net of $1.6 million for the year ended September 30, 2001, as compared to other non-operating income, net of $2.2 million for the year ended September 30, 2000. Other non-operating expense, net, for the year ended September 30, 2001 included other expense, net of $1.9 million, primarily from the loss on the sale of fixed assets, offset by a foreign currency gain of $1.7 million and aDevelopment ~~minority interest provision of $1.4~~Expenses ~~million. Other income in fiscal year 2000 included a $10.0 million gain on the~~ ~~asset sales of MBS, a soybean subsidiary, a currency loss of $5.4 million,~~ ~~primarily associated with Seminis Vegetable Seeds Holland on its U.S. Dollar denominated loan and a minority interest provision of $1.2 million.~~

~~Income~~Research ~~Tax~~and ~~Benefit~~development ~~(Expense)~~expenses increased 5.7% to $51.1 million for the year ended September 30, 2004 from $48.4 million for the year ended September 30, 2003. This increase was primarily the result of approximately 5% increase in cost of living adjustments, $2.2 million of currency fluctuation from research and development expenses in Europe and South Korea during fiscal year 2004, offset by a $2.5 million decrease in depreciation expense related to the impact of the negative goodwill allocation as part of the acquisition transactions. As a percentage of sales, research and development expenses for the fiscal year ended September 30, 2004 decreased to 9.7% from 10.1% in the prior fiscal year. Investments in research and development are primarily related to plant breeding, proprietary technology, biotechnology, molecular and cell biology, and plant pathology in order to introduce innovative products to the marketplace in an efficient and cost-effective manner.

~~We had an income tax expense of $40.0 million for the year ended September 30,~~23 2001, as compared to an income tax benefit of $24.6 million for the year ended September 30, 2000. The increase in income tax expense during fiscal year 2001 primarily related to a provision of a valuation allowance against the deferred tax assets arising from net operating loss carryforwards. As of September 30, 2001, our tax assets for net operating loss carryforwards primarily consisted of a Netherlands carryforward of $45,655 that has an indefinite life and a United States carryforward of $94,456, which will begin to expire in 2020. Although a valuation allowance has been established on these tax assets, we have commenced certain initiatives in order to utilize these loss carryforwards before they expire.

ContractualTable Obligationsof and Commercial Commitments Contents

~~The~~In-Process ~~following~~Research ~~tables summarize the Company’s contractual obligations~~ and ~~commitments~~ ~~at September 30, 2002:~~Development

		Payments Due by Period
		Total		1 year		2-3 years		4-5 years		After 5 years
Contractual obligations
	Long-term debt (1)	$	250,002	$	21,709	$	217,643	$	5,116	$	5,534
	Operating leases (2)		13,456		5,102		6,411		1,689		254
	Total contractual cash obligations		263,458		26,811		224,054		6,805		5,788

As a result of the acquisition transactions, a one-time $10.6 million in-process research and development charge, which was determined by an independent appraisal service, was expensed in the successor period for the day ended September 30, 2003.

	Amount of Commitment Expirtation Per Period
	Total Amounts
	Committed		1 year		2-3 years		4-5 years		After 5 years
Commercial commitments
Guarantees	$	330	$	—	$	330	$	—	$	—
Total commercial commitments		330		—		330		—		—

Selling, General and Administrative Expenses

(1)		See Note 8 to the Consolidated Financial Statements
(2)		See Note 12 to the Consolidated Financial Statements

Selling, general and administrative expenses decreased 9.8% to $194.8 million for the year ended September 30, 2004 from $215.9 million for the year ended September 30, 2003. The $21.2 million decrease was primarily attributable to expenses related to the acquisition transactions incurred in fiscal year 2003. The main components of these acquisition expenses were related to $16.2 million in transaction fees, $7.1 million in fairness opinion fees, $3.7 million in exchange opinion fees, $4.3 million in expenses for the buyout of options, $10.9 million in severance, and $3.7 million in stock compensation. Excluding these acquisition transactions’ related expenses, selling, general and administrative expenses in fiscal year 2004 would have increased by $24.8 million from fiscal year 2003. The increase in fiscal year 2004 was primarily related to an approximate $8.1 million impact of currency fluctuations, $4.9 million of management fees, $3.1 million of severance expenses, $1.8 million of expenses related to contractual professional services, $1.1 million of non-cash compensation of restricted stock units, $0.6 million of compensation charge related to an early retirement of an executive agreement, $0.6 million of fees related to the acquisition transactions, and general cost of living increases, offset by $5.1 million of lower depreciation expense related to the impact of the negative goodwill allocation. As a percentage of sales, selling, general and administrative expenses for the fiscal year ended September 30, 2004 decreased to 37.0% from 45.2% in the last fiscal year.

~~The~~Amortization ~~Company’s~~of ~~contractual~~Intangible ~~obligations and commercial commitments are~~Assets ~~discussed in the Liquidity and Capital Resources section below and in the~~ ~~footnotes to the Consolidated Financial Statements.~~

25Amortization of intangible assets decreased 51.1% to $8.0 million for the year ended September 30, 2004 from $16.4 million for the year ended September 30, 2003. The decrease was primarily due to the purchase accounting impact to the intangible assets basis and amortization period, resulting in a lower amortization of $6.3 million in fiscal year 2004.

~~Table~~Gain on the Sale of ~~Contents~~Assets

~~Liquidity~~The gain on sale of assets of $4.3 million for the year ended September 30, 2004 was primarily due to the sale of certain South Korean assets, a company-owned house in California and ~~Capital~~a ~~Resources~~property in France. For fiscal year 2003, the gain on sale of assets of $1.9 was primarily due to the sale of certain South Korean assets, a Salinas property and a company-owned house in California.

~~Cash~~Interest ~~flows~~Expense, ~~from operations~~Net

AsInterest aexpense, ~~result of our Global Restructuring and Optimization Plan~~net, weincreased ~~have made significant strides in the enhancement of our cash flow~~45.2% ~~Operating~~to ~~activities provided~~ $3845.17 million infor ~~cash~~the ~~flow in fiscal~~ year ~~2002~~ended September 30, ~~compared~~2004 tofrom $1331.5 million offor ~~cash~~the ~~utilized~~year inended ~~fiscal~~September 30, ~~year 2001~~2003. The ~~These~~increase ~~improvements~~was ~~in cash flows were~~ primarily due to ~~the~~higher ~~positive~~debt ~~impacts of: (i) a decrease in the~~ levels ~~of seed~~with ~~purchases~~higher ~~for~~interest ~~inventory reflecting improved production planning over our~~rates ~~inventory level, (ii) a decrease in both production overhead~~ and ~~operating expenses~~interest ~~resulting~~on ~~from~~ the ~~successful~~PIK ~~implementation~~preferred ~~of the Global Restructuring and Optimization Plan and (iii) an improvement in collections of accounts receivables~~stock. ~~These working capital improvements were partially offset~~ ~~by severance costs in connection with the Global Restructuring and Optimization~~ ~~Plan and a reduction in the level of accounts payable.~~

~~Cash~~Other ~~flows~~Non-Operating ~~from~~Income ~~investments~~(Expense), Net

~~Capital~~We ~~expenditures~~had ~~increased~~other tonon-operating income, including foreign currency gain, net, of $141.94 million for the year ended September 30, ~~2002~~2004 as compared to other non-operating expense, ~~from~~net, of $140.38 million infor the ~~prior fiscal~~ year. ~~The~~ended ~~increase was partly~~September 30, ~~due~~2003. toOther ~~$5.2 million~~non-operating ~~investment~~income, ~~that~~net, ~~primarily~~for ~~related~~the tofiscal ayear ~~production~~ended ~~facility~~September 30, ~~which~~2004 isconsists ~~being~~primarily ~~utilized~~of toforeign ~~consolidate~~currency ~~our~~gain ~~South~~of ~~Korean~~$7.0 ~~operations~~mainly ~~and~~from toa United ~~enhance~~States ~~our~~Dollar ~~growth~~denominated ~~strategy~~loan in ~~the~~Europe, ~~Far~~offset ~~East~~by ~~market. Additionally,~~ $2.3.8 million of ~~capital~~write-down ~~expenditure~~of deferred ~~was~~loan ~~attributable~~fees toresulting from the ~~expansion~~refinancing of ~~our~~the ~~Hungarian facility~~Company’s interm ~~order~~loan toin January 2004 ~~consolidate~~and ~~large~~$1.3 million ~~seed~~of ~~operations~~minority ininterest ~~Europe~~expense. Other ~~investing~~non-operating ~~activities~~expense, net, for the year ended September 30, ~~2002~~2003 ~~included~~primarily ~~approximately~~consists of foreign currency gains of $281.54 million inresulting ~~proceeds~~ from ~~the~~favorable currency ~~sale~~fluctuations ofin ~~assets,~~South ~~primarily relating~~America toand ~~the~~Europe ~~sale~~and ofa anUnited ~~office~~States ~~building~~Dollar denominated loan in ~~Seoul~~the Netherlands, ~~South~~offset ~~Korea~~by ~~and~~ $172.6 2 million ~~from~~of expenses from the ~~sale~~write-off of adeferred ~~non~~financing fees related to the early re-~~core~~payment ~~business~~of our old syndicated credit facility and $0.7 million of minority interest expense.

~~During fiscal year 2001, we sold our properties in Saticoy (California), Filer~~24 (Idaho) and Vineland (New Jersey) as part of our efforts to reduce and consolidate our operation and production facilities. Other investing activities for the year ended September 30, 2001 included approximately $14.1 million in proceeds from the sale of non-operating assets.

CashTable flowsof from financings Contents

WeIncome ~~have~~Tax ~~issued 10,830 shares of our Class C Preferred Stock to Savia for a~~Expense ~~total purchase price of $108.3 million. These shares accrue dividends~~ ~~quarterly at a rate of 10.0% per year. In October and November 2000, we~~ received an additional $31.9 million and $14.0 million, respectively, of capital contributions from Savia. We have agreed to pay dividends on these contributions at the same rate as the Class C Preferred Stock. Through July 1, 2002, there were approximately $25.0 million of accrued and unpaid dividends on the outstanding Class C Preferred Stock and additional capital contributions. We have also paid dividends of $12.7 million in the form of additional shares on the Class C Preferred Stock, which are classified as additional paid in capital.

~~Since~~Income ~~December~~tax ~~2000~~expense was $12.5 million or a 323.3% effective tax rate, wefor ~~have~~the year ~~not~~ended ~~received~~September 30, ~~any~~2004 ~~further~~and ~~capital~~$5.8 million ~~contributions~~or a 22.6% effective tax rate ~~from~~for ~~Savia~~the year ended September 30, 2003. The increase in the effective rate during fiscal year 2004 as compared to the prior year was primarily the result of non-deductible purchase accounting amortization and wePIK ~~have~~preferred ~~financed~~stock interest ~~our~~expense ~~operations~~incurred ~~through~~during ~~cash~~fiscal ~~flows~~year ~~from~~2004, with no comparable expense ~~operations~~for the prior year. The tax valuation allowance and reserve for the ~~disposition~~year ended September 30, 2004 decreased by $9.4 million. The decrease in 2004 was primarily due to a reclassification of ~~assets~~United States tax reserves of $6.6 million to the income taxes payable account related to tax contingencies for federal and state tax audits, the write-off of certain foreign tax credits totaling $2.6 million and the partial utilization of $2.3 million of NOLs in the Netherlands which had been fully reserved, offset by an increase to the valuation allowance of $5.6 million for current year losses in the United States for which no benefit has been recognized. In addition, in 2004, the Company reassessed the need for a valuation allowance associated with remaining NOLs in the Netherlands. Based on the trend of recent profits as well as projections of future taxable income, the Company determined that it was more likely than not that this deferred tax asset would be realized. Accordingly, the Company released $3.5 million of previously established valuation allowance.

OnYear ~~October~~Ended September 130, ~~2002~~2003 ~~the~~Compared ~~Board~~With ofYear ~~Directors~~Ended ~~approved the conversion of the Savia additional capital contribution and the associated paid in kind dividends that totaled $46.7~~September ~~million to be converted to 4~~30,~~670~~ ~~shares of Class C Preferred~~2002 ~~Stock. Concurrently, the Board also adopted a resolution authorizing and~~ ~~directing an increase in the number of shares designated as Class C Redeemable~~ ~~PIK Preferred Stock from 14,400 shares to 16,688 shares.~~

WeThe ~~had~~results ~~$4.5 million~~ of ~~accrued~~operations ~~and~~for ~~unpaid~~the ~~dividends~~year ~~relating~~ended toSeptember 30, ~~our~~2003, ~~Class B~~reflect the ~~mandatorily~~combined ~~redeemable~~historical ~~preferred~~results ~~stock~~for atthe twelve months ended September 3029, ~~2002. These accrued~~2003 ~~dividends~~(predecessor) and ~~are~~the ~~classified~~one-day ~~within~~ended ~~mandatorily~~September 30, ~~redeemable~~2003 ~~stock~~(successor).

~~Our~~Net ~~total indebtedness as of September 30, 2002 was $278.5 million, of which~~Sales ~~$229.7 million were borrowings under our existing credit facility and we had~~ ~~$14.9 million, $9.4 million, $6.2 million and $14.6 million of borrowings by~~ ~~our United States, Italian, Spanish and South Korean subsidiaries, respectively~~ ~~and $3.7 million of borrowings by other foreign subsidiaries.~~

26Net sales increased 5.5% to $477.4 million for the year ended September 30, 2003 from $452.6 million for the year ended September 30, 2002. The increase was due to $25.9 million of favorable currency fluctuations related to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during fiscal year 2003 compared to the prior fiscal year, partially offset by a $2.0 million decrease reflecting the divestiture of a non-core business in January 2002. In constant dollars, stated at monthly average exchange rates for fiscal year 2002, and excluding the sales of the divested and phased out non-core businesses, net sales would have increased 0.3%. Despite a general seed price increase in all regions in which we compete, net sales were partially affected by a decrease in sales volume and product mix. 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 and the decrease of certain carrot and hot pepper sales in the NAFTA region.

~~Table~~Gross ~~of Contents~~Profit

AsGross ofprofit ~~September 30,~~increased ~~2000,~~5.4% ~~we were not in compliance with certain covenants of our existing credit facility, which gave the lenders the right~~ to ~~accelerate payment of all amounts outstanding under the facility~~$295.8 million Infor ~~December 2000,~~ the ~~lenders~~ ~~granted~~year aended ~~waiver with respect to these covenants that extended through April~~September 30, 2003 ~~2001,~~from ~~at which time any defaults would once again arise~~$280.7 million Asfor ~~we did not expect to be in compliance with our covenants once~~ the ~~waiver~~year ~~expired,~~ended ~~all outstanding borrowings under the credit facility were classified as a current liability as of~~ September 30, ~~2000~~2002. InGross ~~connection with granting the waivers,~~margin ~~the~~was ~~lenders agreed to reschedule principal payments within fiscal year 2001~~62. ~~The~~0% ~~lenders~~for ~~also accelerated~~ the ~~final~~years ~~maturity~~ended ofSeptember 30, ~~the~~2003 ~~term loan~~ and ~~the termination date for the revolving credit commitments to June~~September 30, 2002. ~~from~~The ~~June 30,~~margin ~~2004.~~was Wepositively ~~were~~impacted ~~obligated~~by togeneral ~~deliver~~seed aprice ~~financial~~increases ~~plan~~in ~~through~~all ~~September~~regions ~~30,~~in ~~2002,~~ which ~~detailed~~we ~~cash~~compete, ~~flow~~offset ~~projections~~by onthe aimpact ~~monthly~~of ~~basis~~product asmix ~~well~~from ~~as proposed alternatives for~~ the ~~refinancing~~reduction of certain ~~the~~high ~~credit~~margin ~~facility~~products ~~or recapitalization~~in of the ~~company~~Far East.

OnResearch ~~May 31, 2001, our lenders agreed with the financial plan that we submitted~~ and ~~agreed~~Development ~~to restructure our existing credit facility. Upon receipt of the~~Expenses ~~amended credit agreement, long-term portions of borrowings were reclassified~~ ~~from current liabilities to long-term debt. Among other things, the amendment~~ ~~extended the final maturity of the credit facility from the previously agreed~~ on date of June 30, 2002 to December 31, 2002, revised principal payment dates under the term loan, instituted a new grid pricing formula to determine interest on borrowings and revised covenant obligations. 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.

InResearch ~~October~~and ~~2001,~~development weexpenses ~~completed~~increased ~~the sale of an office building in Seoul, South Korea, which generated net proceeds of approximately $20~~9.~~0 million.~~2% Weto ~~used~~ $1948.54 million offor the ~~proceeds~~year ended toSeptember 30, ~~make~~2003 ~~the~~from ~~scheduled~~ $1944.03 million ~~payment~~for on the ~~credit~~year ~~facility~~ended ~~in October 2001~~September 30, 2002. WeThe ~~also~~increase ~~sold~~was ~~one~~primarily ofdue ~~our~~to ~~non-core businesses~~the incurrency ~~January~~fluctuation ~~2002,~~impact ~~which generated additional proceeds of~~on ~~approximately~~research ~~$17.6 million.~~and Wedevelopment ~~used~~expenses ~~$13.0 million~~denominated ofin the ~~proceeds~~Euro toand ~~prepay our~~South ~~existing~~Korean ~~credit facility in January 2002~~ Won, and ~~utilized~~general ~~our~~increases ~~operating~~from ~~cash flow~~year to ~~pay the remaining $18~~year.~~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 credit agreement at September 30, 2002. In-Process ~~October~~Research 2002, we paid an additional $5.0 million of principal as required by the amended credit agreement; 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 credit facility and inDevelopment ~~January 2003, a formal amendment was executed. Among other things, the~~ ~~amendment extended the final maturity of the 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. Upon receipt of the amended credit agreement, long-term portions of borrowings were reclassified from current liabilities to long-term debt as of September 30, 2002.

~~Although~~As ~~not~~a ~~impacting~~result ~~current~~of ~~liquidity,~~ the ~~Company~~acquisition ~~entered into an exchange agreement with its majority shareholder~~transactions, ~~Savia S.A. de C.V. as of July 1, 2002 to exchange all of its outstanding Seminis Class C Preferred Stock (including accrued PIK dividends) having~~ a ~~principal value of $120.2 million, additional paid~~one-intime ~~capital (including accrued PIK dividends) of~~ $~~46.7 million and accrued and unpaid cash dividends of $~~10.06 million ~~into 37.7 million shares of Seminis~~ ~~Class A~~in-process ~~common~~research ~~stock. The remaining accrued~~ and ~~unpaid~~development ~~cash~~charge ~~dividends~~has onbeen ~~the Class C~~expensed ~~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~~successor ~~agreement.~~period Onfor ~~July 3, 2002,~~ the ~~Company~~day ~~received~~ended 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 2630, ~~2002~~2003. ~~Although the exchange agreement was~~ ~~approved by the Stockholders at the 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.

27Selling, General and Administrative Expenses

~~Table~~Selling, general and administrative expenses increased 23.5% to $216.0 million for the year ended September 30, 2003 from $174.9 million for the year ended September 30, 2002. The $41.1 million increase was primarily attributable to expenses related to the acquisition transactions. The main components of ~~Contents~~the these acquisition expenses were related to transaction fees in obtaining an exchange and fairness opinion and expenses for the buyout of existing options, severance and restricted stock. Excluding these transaction related expenses, selling, general and administrative expenses would have increased to $178.2 million primarily due to additional severance expense of $8.1 million and $12.2 million impact of currency fluctuations, offset by $7.3 million of restricted stock awards in fiscal year 2002, $3.3 million of expenses related to a divested business and general cost savings resulting from the Global Restructuring and Optimization Plan.

~~In December 2002, Savia, Seminis’ majority stockholder announced that it signed~~25 a letter of intent with Fox Paine & Company LLC under which Fox Paine and certain Savia related parties will acquire all the outstanding shares of Seminis, Inc. The proposed transaction is subject to numerous conditions; however, if completed, such a change in control would require the credit facility to be paid in full. It is anticipated that such a transaction would be funded by financing arranged by Fox Paine.

WhereasTable we have met our obligations as well as covenant requirements under the amended credit facility through September 30, 2002, 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, there can be no assurances that the Fox Paine transaction 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. Contents

~~CRITICAL~~Amortization ~~ACCOUNTING~~of ~~POLICIES~~Intangible ~~AND ESTIMATES~~Assets

~~Our~~Amortization ~~financial~~of ~~statements~~intangible ~~have~~assets ~~been~~decreased ~~prepared~~4.2% into ~~accordance~~$16.4 million ~~with~~for ~~accounting~~the year ~~principles~~ended ~~generally~~September 30, ~~accepted~~2003 infrom $17.1 million for the ~~United~~year ~~States~~ended September 30, 2002. The ~~preparation~~decrease ofwas ~~these financial~~primarily ~~statements~~due ~~requires us~~ to ~~make significant estimates and judgments that affect~~ the ~~reported~~effect ~~amounts~~ of ~~assets,~~latter ~~liabilities,~~stages ~~revenues, expenses and~~of ~~related~~accelerated ~~disclosure~~amortization of ~~contingent~~intangible assets ~~and liabilities. We evaluate our estimates, including those~~ related to ~~bad~~purchase ~~debts, inventories, intangible~~accounting ~~assets,~~prior ~~income~~to ~~taxes,~~the ~~restructuring~~acquisition ~~costs and contingencies and litigation, on an on-going basis~~transactions. WeThe ~~base~~decrease ~~our~~was ~~estimates~~partially onoffset ~~historical experience and on~~by ~~various~~the ~~other~~currency ~~assumptions~~impact ~~that~~from ~~are believed to be reasonable under~~ the ~~circumstances,~~ ~~the~~fluctuation ~~results~~ of ~~which form~~ the ~~basis~~South ~~for~~Korean ~~making~~Won ~~judgments~~on ~~about~~South ~~the~~Korea-based ~~carrying~~intangible ~~values of~~ assets ~~and liabilities that are not readily apparent from other sources~~. ~~Actual results may differ from these estimates under~~ ~~different assumptions or conditions.~~

WeGain ~~believe~~on ~~that~~ the ~~following~~Sale ~~critical~~of ~~accounting policies, among others,~~Assets ~~involve the more significant judgments and estimates used in the preparation of~~ ~~our consolidated financial statements.~~

WeThe ~~maintain~~gain ~~allowances~~on ~~for~~sale ~~doubtful~~of ~~accounts~~assets ~~for~~of ~~estimated~~$1.9 million ~~losses~~for ~~resulting from~~ the ~~inability~~year ofended ~~our~~September 30, 2003 ~~customers~~was toprimarily ~~make~~due ~~required~~to ~~payments.~~the ~~Many~~sale of ~~our customers~~certain ~~are~~South ~~located~~Korean inassets, ~~foreign~~a ~~jurisdictions~~Salinas property ~~where~~and ~~payment~~a ~~terms~~company-owned ~~and~~house ~~the timing~~in ofCalifornia. ~~collections~~The ~~can~~gain ~~differ~~on ~~from~~sale ~~domestic~~of ~~transactions~~assets of $6.0 million Iffor the ~~financial condition~~year ofended ~~our~~September 30, ~~customers~~2002 ~~were~~was toprimarily ~~deteriorate,~~due ~~resulting~~to inthe sale anof ~~impairment~~a ~~of their~~non-core ~~ability~~business toand ~~make~~asset ~~payments,~~sales ~~additional~~of ~~allowances~~our ~~may~~South beKorean ~~required~~subsidiary.

~~Our~~Interest ~~inventory is recorded at the lower of cost or market. The value of each seed variety in inventory is dependent upon various quality characteristics~~Expense, ~~which~~ ~~deteriorate over time. Write-downs of inventory to market value are~~Net ~~based upon assumptions about future demand and market conditions, the success~~ ~~of our sales programs and the shelf life of the seeds. If actual market~~ ~~conditions and sales results are less favorable than those projected by~~ ~~management, additional inventory write-downs may be required.~~

WeInterest ~~are~~expense, ~~subject~~net, increased 13.6% to ~~proceedings~~$31.5 million for the year ended September 30, ~~lawsuits~~2003 from $27.7 million for the year ended September 30, ~~other~~2002. The ~~claims~~increase ~~related~~was primarily due to ~~seedmen’s errors~~amortization ~~and~~of ~~omissions,~~increased ~~environmental,~~deferred ~~labor~~financing fees and ~~other~~higher ~~matters.~~interest Werates ~~assess~~resulting from the ~~likelihood~~ amendment of ~~adverse~~the ~~judgments~~Company’s old orsyndicated ~~outcomes~~credit tofacility ~~these~~in ~~matters~~January 2003, aspartially ~~well~~offset asby the ~~range~~ effect of ~~potential~~lower ~~losses~~average debt balances. AInterest ~~determination~~expense, ofnet, for the ~~reserves~~one ~~required~~day ended September 30, if2003 ~~any, is~~included ~~made~~$2.0 million ~~after~~of ~~careful~~interest ~~analysis.~~income ~~The~~related ~~required~~to ~~reserves~~the forgiveness ~~may~~of ~~change~~previously inrecorded ~~the~~interest ~~future due~~payable to ~~new~~Savia, ~~developments~~S.A. de C.V., our former majority shareholder.

WeOther ~~have~~Non-Operating ~~recorded~~Income ~~reserves in connection with restructuring our business. These reserves principally include estimates related to employee separation costs~~(Expense), ~~the~~ ~~consolidation or closing of facilities and the valuation of certain assets,~~Net ~~including inventory. Actual costs could be different from those estimated.~~

InWe ~~assessing~~had ~~the~~other ~~recoverability~~non-operating ofexpense, ~~our~~including ~~goodwill~~foreign ~~and~~currency ~~long-lived~~gain ~~assets~~(loss), ~~significant~~net, ~~assumptions~~of ~~regarding~~$0.8 million for the ~~estimated~~year ~~future~~ended ~~cash~~September 30, ~~flows~~2003 ~~and~~as ~~other factors~~compared to ~~determine~~other non-operating ~~the~~expense, ~~fair~~net, ~~value~~ of $4.2 million for the ~~respective~~year ~~assets~~ended ~~must~~September 30, 2002. beOther ~~made~~non-operating ~~as well~~expense, asnet, for the ~~related~~year ~~estimated~~ended ~~useful~~September 30, ~~lives.~~2003 primarily Ifconsists ~~these~~of ~~estimates~~foreign orcurrency ~~their~~gains of $1.4 million resulting from ~~related~~favorable ~~assumptions~~currency ~~change~~fluctuations in ~~the~~South ~~future~~America asand Europe and a ~~result~~United ofStates Dollar ~~changes~~denominated loan in ~~strategy~~the Netherlands, offset by $2.2 million of expenses ~~and/or~~from ~~market~~the ~~conditions,~~write-off weof ~~may~~deferred befinancing ~~required~~fees related to ~~record~~the ~~impairment~~early ~~charges for~~re-payment ~~these~~of ~~assets~~our ~~not~~old ~~previously~~syndicated ~~recorded~~credit facility. OnOther ~~October 1~~non-operating expense, ~~2001~~net, wefor the ~~adopted~~year ~~Statement~~ ended September 30, 2002 primarily consists of ~~Financial~~foreign ~~Accounting~~currency ~~Standards~~losses of No$2.2 ~~142,~~million ~~“Goodwill~~resulting ~~and~~from ~~Other~~currency ~~Intangible~~fluctuations in South America and a ~~Assets,”~~United ~~which~~States ~~required~~Dollar usdenominated toloan ~~analyze~~in ~~our~~the ~~goodwill~~Netherlands, ~~for~~a ~~impairment~~minority ~~issues~~interest ~~during~~expense ~~fiscal~~of ~~year~~$1.2 million, ~~2002~~ and onother aexpenses ~~periodic~~of ~~basis~~$0.8 million ~~thereafter~~from several other subsidiaries.

28Income Tax Expense

~~Table~~Income tax expense was $5.8 million, or a 22.6% effective tax-rate, for the year ended September 30, 2003 and $2.5 million, or a 13.3 % effective tax rate, for the year ended September 30, 2002. The increase in the effective rate during fiscal year 2003 as compared to the prior year was primarily the result of ~~Contents~~the receipt of a $5.9 million tax refund in fiscal year 2002, for which no benefit was previously recorded, additional losses in the United States during fiscal year 2003 for which no benefit was recorded, partially offset by utilization of net operating losses in the Netherlands which had been fully reserved.

~~The carrying value of our deferred tax assets is dependent upon our ability to~~26 generate sufficient future taxable income in certain tax jurisdictions. We established a valuation allowance against certain of our deferred tax assets due to uncertainties related to the ability to utilize these assets, primarily consisting of net operating losses carried forward and foreign tax credits, before they expire. The valuation allowance is based on our estimates of taxable income by each jurisdiction in which we operate and the period over which the assets will be recoverable. In the event that actual results differ from these estimates, or we adjust these estimates in future periods, the valuation allowance would change and could materially impact our financial position and results of operations.

RECENTTable ACCOUNTINGof PRONOUNCEMENTS Contents

~~SFAS~~Contractual ~~No. 141,~~Obligations ~~“Business Combinations,” was effective for the company on July 1, 2001. SFAS No. 141 addresses financial accounting~~ and ~~reporting~~Commercial ~~for~~Commitments ~~business combinations and supersedes APB Opinion No. 16, “Business~~ ~~Combinations,” and FASB Statement No. 38, “Accounting for Preacquisition~~ ~~Contingencies of Purchased Enterprises.” All business combinations in the~~ ~~scope of this Statement are to be accounted for using one method, the purchase method.~~

~~SFAS~~The ~~No. 142,~~following ~~“Goodwill~~tables ~~and Other~~summarize ~~Intangible Assets,” was effective for~~ the Company’s ~~for~~contractual ~~fiscal~~obligations ~~years beginning after December 15, 2001, but was adopted early as of the beginning of fiscal year 2002. SFAS 142 addresses financial accounting~~ and ~~reporting for acquired goodwill and other intangible assets and~~ ~~supersedes~~commitments ~~APB~~at ~~Opinion No.~~September 1730, ~~“Intangible Assets.” It addresses how~~2004: ~~intangible assets that are acquired individually or with a group of other~~ ~~assets (but not those acquired in a business combination) should be accounted~~ for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. We have ceased the amortization of goodwill due to our adoption of SFAS No. 142 and no impairment was required in fiscal year 2002.

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143, is effective for fiscal years beginning after June 15, 2002 and requires an entity to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. Management has not yet determined the impact, if any, of the adoption of this standard on the financial position or results of operation of the Company.


	Payments Due by Period
									After
Contractual Obligations	Total		1 year		2-3 years		4-5 years		5 years
Long-term debt (1)	$	450,562	$	1,746	$	3,321	$	87,428	$	358,067
Operating leases (2)		12,699		5,601		5,470		1,207		421
Preferred shares subject to mandatory redemption		50,000		––		––		––		50,000
Purchase obligations		1,155		1,155		––		––		––
Pension funding		1,515		1,515		––		––		––

Total contractual cash obligation	$	515,931	$	10,017	$	8,791	$	88,635	$	408,488

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

Amount of Commitment Expiration Per Period

Total

Amounts

After

Commercial commitments

Committed

1 year

2-3 years

4-5 years

5 years

Guarantees (Letters of Credit).

2,601

$ ––

Total commitments.

2,601

$ ––

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

(1)		See Note 9 to the Consolidated Financial Statements.

(2)		See Note 14 to the Consolidated Financial Statements.

InThe ~~June~~Company’s ~~2002,~~contractual ~~the~~obligations ~~Financial~~and ~~Accounting~~commercial ~~Standards~~commitments ~~Board~~are ~~issued SFAS No. 146,~~discussed ~~“Accounting~~in ~~for~~the ~~Costs~~Liquidity ~~Associated~~and ~~with~~Capital ~~Exit~~Resources orsection ~~Disposal Activities.” SFAS No. 146 supersedes previous accounting guidance~~below, ~~principally Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits~~ and ~~Other~~in ~~Costs~~the tofootnotes ~~Exit an Activity (Including Certain Costs Incurred~~to inthe aConsolidated ~~Restructuring)~~Financial Statements.”

~~SFAS~~Liquidity ~~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~~Capital ~~the liability is incurred. In periods subsequent to initial measurement,~~Resources ~~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.

29In connection with the acquisition transactions, the Company became a privately held company, acquired all of its publicly held shares of Class A common stock, shares of Class B common stock, and shares of Class B and Class C Redeemable Preferred Stocks, repaid the $216.6 million of principal outstanding under its senior credit facility, and $11.6 million of a mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, the Company issued $190.0 million of ten year, 10 ¼% senior subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of which was outstanding at September 30, 2003), borrowed $17.0 million under a new mortgage note, and issued paid-in-kind mandatory redeemable preferred stock (see Note 11 to our consolidated financial statements –– PIK Preferred Stock) along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million. Upon completion of the acquisition transactions, the Company had total indebtedness of $421.3 million as of September 30, 2003 compared to $252.5 million before the transactions.

~~Table~~The results of ~~Contents~~cash flows for the year ended September 30, 2003, reflect the combined historical results for the twelve months ended September 29, 2003 (predecessor) and the one-day ended September 30, 2003 (successor).

~~The~~Cash ~~provisions~~flows offrom ~~SFAS No. 146 are required to be applied prospectively to exit~~operations ~~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.~~

OnOperating ~~November 25,~~activities ~~2002,~~provided ~~the~~$51.0 million ~~Financial~~in ~~Accounting~~cash ~~Standards~~flow ~~Board~~during ~~issued~~the ~~FASB Interpretation~~year ~~No.~~ended September 4530, ~~“Guarantor’s~~2004 ~~Accounting~~compared ~~and~~to ~~Disclosure~~$19.1 million ~~Requirements~~provided ~~for Guarantees~~in ofthe ~~Indebtedness~~prior offiscal ~~Others,~~year. Operating ~~Including~~cash ~~Indirect~~flow ~~Guarantees~~ of ~~Indebtedness~~ offiscal ~~Others,~~year an2004 ~~interpretation~~was ofimpacted ~~FASB~~by ~~Statements~~approximately No$11. ~~5, 57, and 107~~8 ~~and~~million ~~Rescission~~ of ~~FASB~~acquisition ~~Interpretation~~related Nocosts, a $4.8 ~~34.”~~million ~~FIN 45 clarifies the~~prepayment ~~requirements~~ of ~~FASB~~management ~~Statement~~fee ~~No. 5,~~in ~~Accounting~~accordance ~~for~~with ~~Contingencies, relating to~~ the ~~guarantor~~acquisition transactions’s ~~accounting for~~purchase agreement, and ~~disclosure~~approximately ~~of, the issuance of certain types of guarantees~~$6.7 million ~~The~~in ~~disclosure~~transaction ~~provisions~~fees ofassociated with the ~~Interpretation~~January 2004 ~~are effective~~senior ~~for~~subordinated ~~financial~~note ~~statements of interim or annual periods that end after December 15, 2002~~issuance.

~~Item 7A.~~Cash ~~Quantitative~~flows ~~and~~from ~~Qualitative Disclosures About Market Risk~~investments

~~MARKET~~Capital ~~RISK~~expenditures ~~DISCLOSURES~~decreased to $17.3 million for the year ended September 30, 2004, from $22.7 million in the prior fiscal year. Other investing activities for the year ended September 30, 2004 included $6.3 million from proceeds from the sale of assets compared to $10.2 million from proceeds from the sale of assets in the prior fiscal year, which was primarily due to higher asset sales by our South Korean subsidiary.

~~We do not have any financial instruments held for trading purposes and do not~~27 ~~hedge any of our market risks with derivative instruments.~~

TheTable currencies that experienced significant fluctuations in fiscal year 2002 were the European Monetary Union Euro, Argentinean Peso and Brazilian Real. Our primary market risk exposure relates to foreign currency fluctuations in connection with foreign currency gains or losses that occur from intercompany receivables and payables between us and our foreign subsidiaries and from the United States Dollar denominated loan under our existing credit facility originated by SVS Holland, B.V., one of our foreign subsidiaries. Contents

~~The~~Cash ~~fair~~flows ~~value~~from ~~of short-term borrowings approximates cost due to the short~~financings ~~period of time to maturity. The fair value of long-term debt was estimated~~ ~~based on current interest rates available to Seminis for debt instruments with~~ ~~similar terms, degrees of risk and remaining maturities. The interest expense~~ would be impacted by $2.5 million with a fluctuation of 100 basis points. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that Seminis could realize in a current market exchange.

~~The~~On ~~fair~~January 23, ~~value~~2004, the Company issued an additional $140.0 million of ~~Seminis’~~its ~~borrowing~~10 ¼% ~~arrangements~~senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and ~~other~~conditions ~~financial~~as the $190.0 million of senior ~~instruments~~subordinated isnotes issued as ~~follows:~~part of the acquisition transactions on September 29, 2003. The net proceeds from the additional notes, after deducting underwriting discounts and other expenses, were approximately $145.6 million. These net proceeds from the offering were used to repay $100.0 million and $15.0 million of the borrowings under the term loan portion and revolver portion, respectively, of the Company’s senior secured credit facility and for general corporate purposes.

	At September 30, 2002						At September 30, 2001
	Asset (Liability)						Asset (Liability)
	Carrying			Fair			Carrying			Fair
	Amount			Value			Amount			Value
Short-term borrowings	$	(28,532	)	$	(28,532	)	$	(19,665	)	$	(19,665	)
Asset (Liability)

Concurrently with the offering of the additional notes, the Company amended the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million, amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

~~Principal~~The ~~amount~~Company’s bytotal ~~expected~~indebtedness ~~maturity~~ as of September 30, 2004 was $461.5 million, of which $88.9/ million were borrowings under the Company’s term loan, $341.7 million were borrowings under our senior 10 ¼% subordinated notes (which includes $11.7 million of remaining premium balance, which will be amortized over the life of the loan and reduces interest expense), and $17.0 million and $1.3 million, and $12.6 million were borrowings by its United States, Spanish, and South Korean subsidiaries, respectively. The Company also has $41.8 million of preferred shares subject to mandatory redemption (see Note 11 to our consolidated financial statements for further description of the preferred shares). As of September 30~~/02:~~, 2004, the Company has cash and cash equivalents of $116.9 million.

																			Total			Fair
																There-			Carrying			Value
	2003			2004			2005			2006			2007			after			Value			9/30/02
Long-term debt (including current maturities)	$	(21,709	)	$	(214,930	)	$	(2,713	)	$	(2,719	)	$	(2,397	)	$	(5,534	)	$	(250,002	)	$	(250,002	)
Asset (Liability)

Going forward, the Company’s principal source of liquidity will be cash flow generated from operations and borrowings under its senior secured credit facility. The Company’s principal uses of cash will be to meet debt service requirements, finance capital expenditures and provide working capital. Based on the current level of operations, management believes that remaining cash on hand, cash flow from operations and available borrowings under its revolving credit portion of the senior secured credit facility will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.

~~Principal~~Our ~~amount~~exposure to foreign currency fluctuations is primarily due to foreign currency gains or losses that occur from intercompany receivables and payables between Seminis Vegetable Seeds Inc. and its foreign subsidiaries. Our net sales, revenues and income from continuing operations were not substantially affected by ~~expected~~inflation ~~maturity~~in as2002, of2003 ~~9/30/01:~~and 2004.

																			Total			Fair
																There-			Carrying			Value
	2002			2003			2004			2005			2006			After			Value			9/30/01
Long-term debt (including current maturities)	$	(67,527	)	$	(233,242	)	$	(2,703	)	$	(2,807	)	$	(2,801	)	$	(7,345	)	$	(316,425	)	$	(316,425	)

The Company entered into an interest rate swap agreement in September 2003. The purpose of the swap agreement is to hedge approximately $17.0 million of variable rate debt associated with the Company’s mortgage on its worldwide headquarter facility in Oxnard, CA. Changes in the fair value of the hedge instrument are reflected in other comprehensive income (loss) and the associated interest is reflected in the statement of operations over the term of the mortgage.

30Senior Secured Credit Facility

~~Table~~On September 29, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., entered into a senior secured credit facility with a group of ~~Contents~~lenders. The Company and its other wholly-owned domestic subsidiaries guarantee the obligations under the senior secured credit facility. The senior secured credit facility originally provided for a $190.0 million term loan and a revolving line of credit for borrowings up to an aggregate principal amount of $60.0 million. The Company amended the senior secured credit facility on January 15, 2004 such that it now provides a $90.0 million term loan and a revolving line of credit for borrowings up to an aggregate principal amount of $75.0 million, and amortizes in quarterly installments equal to 1.0% per annum or $0.2 million per quarter for the first five and 1/2 years, and with the balance of the term loan due in a single payment at the end of the sixth year. The first quarterly payment was paid on March 31, 2004. The $75.0 million revolving credit facility will mature in five years from the closing date of the acquisition transactions and does not amortize (none of which was drawn as of September 30, 2004 and $2.6 million of which was committed under letters of credit). Both facilities may be voluntarily prepaid in whole or in part without premium or penalty. Additionally, based upon formulas stated in the amended senior secured credit facility and subject to certain exceptions, all or a portion of the proceeds from the issuance of equity interests or equity rights, debt issuances, asset sales, proceeds from insurance recoveries and excess cash flow must be used to pay down the outstanding balance under the term loan facility.

~~Item~~In general, borrowings under the amended senior secured credit facility will bear interest, at the Company’s option, on either a London inter-bank offered rate (LIBOR) 8or an alternate base rate, in each case plus an applicable rate. The ~~Financial~~alternate ~~Statements~~base rate is equal to the highest of Citicorp North America, Inc.’s base rate, the three month certificate of deposit rate plus 0.5% and ~~Supplementary~~the federal ~~Data~~funds effective rate plus 0.5%. The applicable rate for the term loan is based upon the Company’s leverage ratio that ranges from 1.25% to 2.00% per annum in the case of an alternate rate loan and LIBOR plus 3.00% per annum in the case of a

~~The consolidated financial statements and report of independent accountants are~~28 ~~filed as part of this report on pages F-1 through F-25.~~

Item 9.Table Changesof in and Disagreements with Accountants on Accounting and Financial Disclosure Contents

~~None~~LIBOR loan. The applicable rate for the revolving credit facility under the amended senior secured credit facility is based upon the Company’s leverage ratio and ranges from 1.00% to 1.75% per annum in the case of alternate rate loans and LIBOR plus 2.00% to LIBOR plus 2.75% per annum in the case of LIBOR loans, subject, in each case, to adjustments based on the leverage ratio at the time. Subsequent to an event of default under the amended senior secured credit facility, borrowings will bear interest at 2.0% over the rate of interest otherwise applicable and the LIBOR rate will not be available.

31Obligations under the senior secured credit facility are guaranteed by the Company and its domestic subsidiaries. Additionally, borrowings are secured by a perfected lien on all of the capital stock, intercompany notes and all of the tangible and intangible properties and assets, including intellectual property subject to exceptions relating to foreign subsidiaries, of the Company. The Company is subject to certain commitment fees under the facility as well as the maintenance of certain financial ratios and other restrictive covenants, including the payment of dividends in cash.

~~Table~~On September 30, 2004, the outstanding balance of ~~Contents~~the term loan under the senior secured credit facility was $88.9 million with a variable interest rate of 3.49%, and the Company was in compliance with its financial covenants.

~~PART~~10¼% ~~III~~Senior Subordinated Notes

~~Item~~On September 1029, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., ~~Directors~~issued $190.0 million of senior subordinated notes. The senior subordinated notes mature on October 1, 2013; interest is payable semi-annually on April 1 and ~~Executive~~October ~~Officers~~1 of each year. The senior subordinated notes are unsecured general obligations of the ~~Registrant~~Company and are subordinated in right of payment to substantially all existing and future senior indebtedness of the Company, including senior credit facility indebtedness. Prior to maturity, the Company may redeem all or some of the senior subordinated notes at defined redemption prices, which may include a premium. In the event of a change in control, the holders may require the Company to repurchase the senior subordinated notes for a redemption price that may also include a premium. The majority of the Company’s domestic subsidiaries have guaranteed the senior subordinating notes.

~~Information~~On ~~regarding~~January 23, ~~executive~~2004, ~~officers of~~ the Company isissued ~~located~~an inadditional ~~Part~~$140.0 million Iof assenior ~~permitted~~subordinated bynotes, ~~Instruction~~at 3a topremium ~~Item 401(b)~~ of ~~Regulation~~$12.6 ~~S-K~~million. ~~Other~~These ~~information required~~notes byhave ~~this~~identical terms ~~item~~and isconditions ~~incorporated~~as ~~by reference to Seminis’ definitive proxy statement for~~ the ~~Annual~~$190.0 million ~~Meeting~~ of ~~Stockholders,~~senior ~~which~~subordinated ~~will~~notes ~~be filed within~~issued ~~120 days~~as part of ~~September 30, 2002 with~~ the ~~Securities~~acquisition ~~and~~transactions ~~Exchange~~on ~~Commission pursuant to Regulation~~September ~~14A~~29, 2003.

~~Item~~On September 1130, 2004, the outstanding balance of the 10¼% senior subordinated notes was $330.0 million ~~Executive~~and ~~Compensation~~a remaining premium balance of $11.7 million.

~~The~~Mortgage ~~information required by this item is incorporated by reference to Seminis’~~Notes ~~definitive proxy statement for the Annual Meeting of Stockholders, which will~~ ~~be filed within 120 days of September 30, 2002 with the Securities and Exchange~~ ~~Commission pursuant to Regulation 14A.~~

~~Item~~In March 122000, the Company issued a $17.2 million ~~Security~~promissory ~~Ownership~~note, which was secured by the Company’s global headquarters facility. The variable rate of interest ~~Certain~~on ~~Beneficial~~the ~~Owners~~original ~~and~~note ~~Management~~was based on LIBOR plus 2.5%. As of September 29, 2003, principal outstanding on this note totaling $11.6 million was repaid with proceeds from a new $17.0 million mortgage. Interest on the new note is based on LIBOR plus 2.0%, adjustable on the first day of each month. Simultaneous with entering into the new mortgage, the Company entered into an interest rate swap agreement (extending for a seven year term) to swap the floating interest rate for a 6.3% fixed interest rate. The loan amortizes in scheduled annual payments of approximately $0.2 million to $0.4 million, with a payment of the final remaining balance due on October 1, 2010.

~~The~~On ~~information~~September 30, ~~required~~2004, bythe ~~this~~outstanding ~~item~~balance isof ~~incorporated~~the bymortgage ~~reference~~note towas ~~Seminis’~~$16.7 ~~definitive~~million ~~proxy~~with ~~statement~~a ~~for~~fixed ~~the~~interest ~~Annual~~rate ~~Meeting~~ of ~~Stockholders~~6.3%, ~~which~~and ~~will~~the market value of the beinterest ~~filed~~rate ~~within~~swap ~~120 days~~was a liability to Seminis of ~~September~~$0.4 ~~30,~~million. ~~2002~~The ~~with~~Company recorded the ~~Securities~~change ~~and~~in ~~Exchange Commission~~fair ~~pursuant~~market tovalue ~~Regulation 14A~~of the interest rate swap in other comprehensive income.

~~Item 13.~~South ~~Certain~~Korean ~~Relationships and Related Transactions~~Borrowings

The ~~information~~Company’s ~~required~~South byKorean ~~this~~subsidiary ~~item~~has isa ~~incorporated~~number byof ~~reference~~loan tofacilities ~~Seminis’~~maturing ~~definitive~~from ~~proxy statement for~~ the ~~Annual~~end ~~Meeting~~ of ~~Stockholders,~~fiscal ~~which~~year ~~will be~~2004 ~~filed~~to ~~within~~2013. ~~120 days~~Borrowings ofunder ~~September 30,~~these ~~2002~~facilities carry ~~with~~interest ~~the~~rates ~~Securities~~of ~~and~~between ~~Exchange Commission~~4.0% ~~pursuant~~and ~~to Regulation 14A~~6.0%.

~~Item 14.~~Other ~~Controls and Procedures~~Borrowings

(a)		Evaluation of disclosure controls and procedures. The Company’s chief executive officer and chief financial 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 annual 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.
(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 annual report.

Other borrowings consisted of various domestic and foreign, government and non-government loans of less than $1.5 million each, bearing interest annually at average rates of 9.82% through 2013 for fiscal years 2004, and 7.35% through 2013 for fiscal year 2003.

3229

~~PART~~Off-Balance IVSheet Arrangements

~~Item 15.~~The ~~Exhibits,~~company ~~Financial~~has ~~Statement~~no ~~Schedules~~off-balance ~~and~~sheet ~~Reports~~arrangements onother ~~Form~~than $2.6 ~~8-K~~million of letter of credits commitments.

~~(a)(1)~~Minimum ~~Listing~~annual oflease ~~Consolidated~~commitments ~~Financial~~under ~~Statements~~non-cancelable operating leases at September 30, 2004 are as follows (in thousands):

Reference is made to the index set forth on Page F-1.


Year Ending September 30,
2005	$	5,601
2006		4,001
2007		1,469
2008		688
2009		519
Thereafter		421

~~(a)(2) Listing of Financial Statement Schedules.~~30

Schedule IITable —of Valuation and Qualifying Accounts on page S-1 Contents

~~All~~CRITICAL ~~other~~ACCOUNTING ~~schedules~~POLICIES ~~for~~AND ~~which provision is made in the applicable accounting~~ESTIMATES ~~regulation of the Securities and Exchange Commission are not required under the~~ ~~related instructions or are inapplicable and therefore have been omitted.~~

~~(a)(3)~~Our financial statements have been prepared in accordance with accounting ~~Listing~~principles generally accepted in the United States of ~~Exhibits —~~America. ~~See~~The ~~Index~~preparation of these financial statements requires us to ~~Exhibits~~make ~~beginning~~significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, restructuring costs and contingencies and litigation, on ~~Page~~an 34on-going basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making ~~this~~judgments ~~report~~about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~(b)~~We ~~Reports~~believe onthat ~~Form 8-K~~the -following ~~Seminis~~critical ~~filed~~accounting ~~a Form 8-K on August 9~~policies, ~~2002~~among ~~in regards to an agreement with Savia~~others, ~~S.A. de C.V., its majority shareholder, to~~ ~~exchange~~involve ~~all~~the ofmore ~~its~~significant ~~outstanding~~judgments ~~shares of Class C Preferred Stock, additional paid-in capital~~ and ~~unpaid~~estimates ~~and~~used ~~accrued dividends on the Class C Preferred Stock and additional paid-~~in ~~capital of $10 million into 37,669,480 shares of Class A Common Stock. Accrued dividends on~~ the ~~Class C~~preparation ~~Preferred Stock~~ of ~~$15 million~~ ~~will~~our ~~remain~~consolidated ~~due~~financial ~~and payable and will be paid in cash in accordance with the Exchange~~statements.

~~(c)~~We maintain allowances for doubtful accounts for estimated losses resulting ~~Exhibits — See~~from ~~Index~~the inability of our customers to ~~Exhibits~~make ~~beginning~~required onpayments. ~~Page~~Many 34of our customers are located in foreign jurisdictions where payment terms and the timing of ~~this~~collections ~~report~~can differ from domestic transactions. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

~~(d) Financial~~Our ~~Statement~~inventory ~~Schedules~~is —recorded at the lower of cost or market. The ~~following~~value ~~consolidated~~of ~~financial~~each ~~statement~~seed ~~schedule~~variety in inventory is ~~included~~dependent ~~herein:~~upon ~~Schedule II~~various —quality ~~Valuation~~characteristics, which deteriorate over time. Write-downs of inventory to market value are based upon assumptions about future demand and ~~Qualifying~~market conditions, the success of our ~~Accounts~~sales programs and the shelf life of the seeds. If actual market conditions and sales results are less favorable than those projected by management, additional inventory write-downs may be required.

33We are subject to proceedings, lawsuits, other claims related to seedmen’s errors and omissions, environmental, labor and other matters. We assess the likelihood of adverse judgments or outcomes to these matters as well as the range of potential losses. A determination of the reserves required, if any, is made after careful analysis. The required reserves may change in the future due to new developments.

~~Table~~In assessing the recoverability of ~~Contents~~our intangibles and long-lived assets, significant assumptions concerning future operating performance and economic conditions, which may differ from actual in the future were made, regarding the estimated future cash flows and other factors to determine the fair value of the respective assets, as well as the related estimated useful lives. If these estimates or their related assumptions change in the future as a result of changes in strategy and/or market conditions, we may be required to record impairment charges not previously recorded for these assets.

~~Exhibit Index~~The carrying value of our deferred tax assets is dependent upon our ability to generate sufficient future taxable income in certain tax jurisdictions. We established a valuation allowance against certain of our deferred tax assets due to uncertainties related to the ability to utilize these assets, primarily consisting of net operating losses carried forward and foreign tax credits, before they expire. The valuation allowance is based on our estimates of taxable income by each jurisdiction in which we operate and the period over which the assets will be recoverable. In the event that actual results differ from these estimates, or we adjust these estimates in future periods, the valuation allowance would change and could materially impact our financial position and results of operations.

Exhibit
Number		Description
	(a) 1	Form of Underwriting Agreement
	(c) 2	Merger Agreement by and between Seminis, Inc., an Illinois corporation and Seminis, Inc., a Delaware corporation
	(c) 3.1	Certificate of Incorporation
	(c) 3.2	Certificate of Designations of Class A Mandatorily Redeemable Preferred Stock and Class B Mandatorily Redeemable Preferred Stock of Seminis, Inc.
	(c) 3.3	Certificate of Designations of Class C Redeemable Preferred Stock of Seminis, Inc.
	(c) 3.4	By-Laws
	(c) 4.1	Form of Class A Common Stock Certificate
	(a) 4.2	Registration Rights Agreement by and among Seminis, Inc. and certain shareholders of Seminis, dated October 1, 1995
	(c) 5	Opinion of Milbank, Tweed, Hadley & McCloy LLP
	(a) 10.1	Seminis, Inc. 1998 Stock Option Plan
	(b) 10.2	Amended and Restated Seminis, Inc. 1998 Stock Option Plan
	(a) 10.3	Share Subscription Agreement by and between Seminis, Inc. and Hungnong Seed Co., Ltd., dated June 12, 1998
	(c) 10.4	Form of New Credit Facility among Seminis, Inc, Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as lenders, dated as of June 28, 1999
	(c) 10.5	Form of Letter Agreement between Savia, S.A. de C.V. and Seminis, Inc. dated as of June 21, 1999
	(d) 10.6	Second Amendment and Waiver to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, Dated as of June 29, 2000, effective March 31, 2000
	(d) 10.7	Security Agreement Re: Accounts, Inventory and General Intangibles among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of June 29, 2000
	(e) 10.8	Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of September 30, 2000, effective September 30, 2000.
	(d) 10.9	Extension of Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 30, 2000, effective December 30, 2000.
	(f) 10.10	Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 29, 2000, effective December 29, 2000.
	(g) 10.11	Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of April 30, 2001, effective April 30, 2001.
	(h) 10.12	Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of May 31, 2001, effective May 31, 2001.
	(i) 10.13	Revision to (h) 10.12
	(b) 21	Subsidiaries of Registrant
	27.1	Financial Data Schedule
	(j) 99.1/99.2	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 Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 31, 2002, effective December 31, 2002.
	(k) 10.15	Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 31, 2002, effective December 31, 2002.
	(k) 23	Consent of independent accountants

The Company has adopted FASB Statement No. 123 under the provisions of SFAS No. 148 on October 1, 2003 that utilized the fair value based method of accounting for stock-based employee compensation.

(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.31

34 Table of Contents

~~Table~~RECENT ofACCOUNTING ~~Contents~~PRONOUNCEMENTS

~~SIGNATURES~~In November 2004, FASB Statement No. 151, Inventory Costs, an Amendment of ARB No. 43, Chapter 4 (“SFAS No. 151”), was issued. The amendments made by SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 will become effective beginning in fiscal 2006. We are in the process of assessing the impact SFAS No. 151 will have on our financial position and results of operations.

~~Pursuant~~In toMarch 2004, the ~~requirements~~FASB ofissued ~~Section~~an exposure draft entitled “Share-Based Payment” to amend SFAS No. 13123, “Accounting for Stock-Based Compensation” and SFAS No. 95, “Statement of Cash Flows”. The proposed standard’s effective date will apply to awards that are granted, modified, or settled in cash in interim or annual periods beginning after June 15~~(d)~~, of2005. This proposed standard would eliminate the ~~Securities~~ability ~~Exchange~~to account for share-based compensation using the ~~Act~~intrinsic ofvalue-based ~~1934~~method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. This exposure draft would require the ~~registrant~~Company ~~has~~to ~~duly~~calculate ~~caused~~equity-based ~~this~~compensation ~~report~~expense for stock options and employee stock purchase plan rights granted to beemployees ~~signed~~based on ~~its~~the fair ~~behalf~~value byof the ~~undersigned,~~equity ~~thereunto~~instrument ~~duly~~at ~~authorized~~the time of grant. Management will continue to evaluate the impact that the exposure draft will have on the Company’s financial position and results of operations.

~~SEMINIS~~In December 2003, ~~INC~~the FASB reissued SFAS No. 132, ~~By:~~“Employers’ ~~/s/~~Disclosures ~~Eugenio~~about Pensions ~~Najera~~and ~~Solorzano~~Other ~~Name:~~Postretirement ~~Eugenio~~Benefits, ~~Najera~~an ~~Solorzano~~amendment ~~Title:~~of ~~President~~FASB Statements No. 87, 88, and ~~Chief~~106.” ~~Operating~~This ~~Officer~~Statement revises employers’ disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS No. 87, “Employers’ Accounting for Pensions,” SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” This Statement retains the disclosure requirements contained in the original SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” The revised Statement also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of the original SFAS No. 132 will remain in effect until the provisions of this Statement are adopted. Certain new provisions are effective for financial statements with fiscal years ending after December 15, 2003, while other provisions are effective for fiscal years ending after June 15, 2004. The interim period disclosures are effective for interim periods beginning after December 15, 2003. See Note 8 “Pensions and Other Postretirement Benefits,” for disclosures required under the revised SFAS No. 132.

~~Pursuant~~In toDecember 2003, ~~the~~FASB reissued Interpretation ~~requirements~~No. 46, “Consolidation of ~~the~~Variable ~~Securities~~Interest ~~Exchange~~Entities ~~Act~~– an Interpretation of ~~1934~~ARB No. 51.” The Interpretation clarifies the application of Accounting Research Bulletin No. 51, ~~this~~“Consolidated Financial Statements,” to ~~report~~certain ~~has~~entities ~~been~~in ~~signed~~which byequity investors do not have the ~~following~~characteristics ~~persons~~of ina controlling financial interest or do not have sufficient equity risk for the entity ~~capacities~~to ~~and~~finance its activities without additional subordinated financial support. The provisions of this Interpretation are effective for the Company for interim periods ending after March 15, 2004. The adoption of this Interpretation has not had a significant impact on the Company’s financial ~~dates~~results ~~indicated~~of operations and financial position.

Signature	Title	Date
/s/ Alfonso Romo Garza Alfonso Romo Garza	Chairman of the Board (Chief Executive Officer)	January 13, 2003
/s/ Eugenio Najera Solorzano Eugenio Najera Solorzano	Director and President (Chief Operating Officer)	January 13, 2003
/s/ Jose Manuel Garcia Garcia Jose Manuel Garcia Garcia	Director	January 13, 2003
/s/ Bernardo Jimenez Barrera Bernardo Jimenez Barrera	Director	January 13, 2003
/s/ Mateo Mazal Beja Mateo Mazal Beja	Director	January 13, 2003
/s/ Adrian Rodriguez Macedo Adrian Rodriguez Macedo	Director	January 13, 2003
/s/ Peter Davis Peter Davis	Director	January 13, 2003
/s/ Frank J. Pipp Frank J. Pipp	Director	January 13, 2003
/s/ Dr. Eli Shlifer Dr. Eli Shlifer	Director	January 13, 2003
/s/ Roger Beachy Roger Beachy	Director	January 13, 2003
/s/ Christopher J. Steffen Christopher J. Steffen	Director	January 13, 2003
/s/ Eugenio Garza Herrera Eugenio Garza Herrera	Director	January 13, 2003
/s/ William F. Kirk William F. Kirk	Director	January 13, 2003
/s/ GasparAlvarez Martinez Gaspar Alvarez Martinez	Vice President and Worldwide Corporate Comptroller	January 13, 2003

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted this Statement as of June 27, 2003 and accordingly classified its newly issued paid-in-kind mandatory redeemable preferred stock (“PIK Preferred Stock”) as a liability.

3532

~~CERTIFICATION~~In April 2003, the FASB issued SFAS No. 149, “Amendment to Statement 133 on Derivative Instruments and Hedging Activities.” This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) used for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The provisions of this Statement are effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this Statement did not have a significant impact on the Company’s financial condition or results of operations.

IIn January 2003, ~~Alfonso~~the ~~Romo~~FASB ~~Garza~~issued SFAS No. 148, ~~certify~~“Accounting ~~that:~~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. The Company has adopted FASB Statement No. 123 under the provisions of SFAS No. 148 on October 1, 2003.

1.Recent ITax have reviewed this annual report on Form 10-K of Seminis, Inc.; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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 have:Legislation

a)The ~~Designed~~United ~~such~~States ~~disclosure~~Congress ~~controls~~passed ~~and~~the ~~procedures~~American toJobs ~~ensure~~Creation ~~that~~Act ~~material~~of ~~information~~2004 ~~relating~~(the “Act”), towhich the ~~registrant,~~President ~~including~~signed ~~its~~into ~~consolidated~~law ~~subsidiaries~~on October 22, is2004. ~~made~~Key ~~known~~provisions of tothe usAct byinclude ~~others~~a ~~within~~temporary ~~those~~incentive ~~entities,~~for ~~particularly~~U.S. ~~during~~multinational ~~the~~corporations ~~period~~to repatriate inforeign ~~which~~earnings, ~~this~~a ~~annual~~domestic ~~report~~manufacturing isdeduction, ~~being~~and international ~~prepared;~~tax b)reforms ~~Evaluated~~designed to improve the ~~effectiveness~~global competitiveness of U.S. ~~the~~businesses. ~~registrant’s~~In ~~disclosure~~accordance ~~controls~~with ~~and~~SFAS ~~procedures~~109, as“Accounting offor aIncome ~~date~~Taxes,” ~~within~~we will 90reflect ~~days~~the ~~prior~~effects toof the ~~filing~~Act, ~~date~~if any, in the first quarter of ~~this~~fiscal 2005 ~~annual~~as ~~report~~part ~~(the~~of ~~“Evaluation~~income ~~Date”);~~tax ~~and~~expense c)for ~~Presented~~the inperiod. ~~this~~We ~~annual~~are ~~report~~still ~~our~~evaluating ~~conclusions~~the impact ~~about~~of the ~~effectiveness~~Act ofon the ~~disclosure~~Company. ~~controls~~Accordingly, ~~and~~we ~~procedures~~have ~~based~~not yet determined its impact on our ~~evaluation~~effective astax ofrate ~~the~~and ~~Evaluation~~on ~~Date;~~our deferred tax assets and liabilities.

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):33

a)Table 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; andContents

6Item 7A. ~~The~~Quantitative ~~registrant’s other certifying officers~~ and IQualitative ~~have~~Disclosures ~~indicated~~About inMarket this annual 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.Risk

~~Date:~~MARKET ~~January 13,~~RISK ~~2003~~DISCLOSURES

/We do not have any financial instruments held for trading purposes. The Company entered into an interest rate swap agreement in September 2003. The purpose of the swap agreement is to hedge approximately $17.0 million of variable rate debt associated with the Company’s/ ~~Alfonso~~mortgage ~~Romo~~on ~~Garza~~its ~~Alfonso~~worldwide ~~Romo~~headquarter facility ~~Garza~~in ~~Chief~~Oxnard, ~~Executive~~CA. ~~Officer~~Changes in the fair value of the hedge instrument are reflected in other comprehensive income and are reflected in the statement of operations over the term of the mortgage.

36The currencies that experienced significant fluctuations in fiscal year 2004 that impacted the Company were the European Monetary Union Euro and South Korea Won. Our primary market risk exposure relates to foreign currency fluctuations in connection with foreign currency gains or losses that occur from intercompany receivables and payables between us and our foreign subsidiaries. Seminis Vegetable Seeds has a net intercompany receivable of $123.6 million with its foreign subsidiaries that report in foreign currencies.

~~Table~~The fair value of ~~Contents~~short-term borrowings approximates cost due to the short period of time to maturity. The fair value of long-term debt was estimated based on current interest rates available to Seminis for debt instruments with similar terms, degrees of risk and remaining maturities. The interest expense would be impacted by $4.6 million with a fluctuation of 100 basis points. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that Seminis could realize in a current market exchange.

~~CERTIFICATION~~The fair value of Seminis’ borrowing arrangements and other financial instruments is as follows (in thousands):

I, Gaspar Alvarez Martinez, certify that:


	At September 30, 2004						At September 30, 2003
	Asset (Liability)						Asset (Liability)
	Carrying			Fair			Carrying			Fair
	Amount			Value			Amount			Value

Short-term borrowings	$	(10,965	)		(10,965	)	$	(20,031	)	$	(20,031	)

1. Principal amount I have reviewed this annual report on Form 10-K of Seminis, Inc.; 2. Based on my knowledge, this annual 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~~expected ~~annual~~maturity report; 3. Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of ~~and for~~September 30, the periods presented in this annual 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 have2004:

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 annual 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 annual report (the “Evaluation Date”); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


																			Total			Fair
																There-			Carrying			Value
	2005			2006			2007			2008			2009			after			Value			9/30/04
Long-term debt (including current Maturities) Asset (liability)	$	(1,746	)	$	(1,747	)	$	(1,574	)	$	(1,566	)	$	(85,862	)	$	(358,067	)	$	(450,562	)	$	(488,512	)

5. Principal ~~The~~amount ~~registrant’s~~by ~~other~~expected ~~certifying~~maturity ~~officers~~as ~~and~~of ~~I have disclosed~~September 30, ~~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)~~2003:

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


																			Total			Fair
																There-			Carrying			Value
	2004			2005			2006			2007			2008			after			Value			9/30/03
Long-term debt (including current Maturities) Asset (liability)	$	(2,722	)	$	(2,858	)	$	(2,908	)	$	(2,786	)	$	(2,629	)	$	(387,357	)	$	(401,260	)	$	(401,260	)

6. The registrant’s other certifying officers and I have indicated in this annual 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.34

Date:Table January 13,of 2003 Contents

~~/s/~~Item ~~Gaspar~~8. ~~Alvarez~~Financial ~~Martinez~~Statements ~~Gaspar Alvarez Martinez Vice President~~ and WWSupplementary ~~Corporate Comptroller~~Data

37The consolidated financial statements together with the report of registered public accounting firm are filed as part of this report on pages F-1 through F-25.

~~Table~~Item of9. ~~Contents~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~SEMINIS,~~Not ~~INC~~Applicable.

~~Index~~Item To9A. ~~Consolidated~~Controls ~~Financial~~and ~~Statements~~ Procedures

	Page
Report of Independent Accountants		F-2
Consolidated Balance Sheets as of September 30, 2002 and 2001		F-3
Consolidated Statements of Operations for the Years Ended September 30, 2002, 2001 and 2000		F-4
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2002, 2001 and 2000		F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2002, 2001 and 2000		F-6
Notes to Consolidated Financial Statements		F-7

The Company’s chief executive officer and chief accounting officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, process, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes in the Company's internal controls over financial reporting during the fourth quarter of fiscal year 2004 that have materially affected, or are reasonably likely to materially effect, the registrant’s internal control over financial reporting.

~~F-1~~ Item 9B. Other Information

~~Table~~Not ~~of Contents~~Applicable.

~~REPORT OF INDEPENDENT ACCOUNTANTS~~35

ToTable the Board of Directors and Stockholders of Seminis, Inc. Contents

InPART ~~our opinion, the consolidated financial statements listed in the index~~III ~~appearing under Item 15(a)(1) on page 33 present fairly, in all material~~ ~~respects, the financial position of Seminis, Inc. and its subsidiaries at~~ September 30, 2002 and 2001 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) on page 33 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

AsItem ~~discussed in Note 2 to the financial statements, all outstanding amounts borrowed under the Company’s syndicated credit facility must be repaid by December 31, 2003~~10. InDirectors the event that the lenders of the credit facility do not renew or extend the final maturity date of the facility, the Company will be obligated to secure alternative sources of financing. There can be no assurance that such financing will be available and ~~the~~Executive ~~inability~~Officers ~~to find such financing could have a material adverse impact on the future financial position and operating results~~ of the ~~Company.~~ Registrant

~~PRICEWATERHOUSECOOPERS LLP~~Directors

~~Los~~The ~~Angeles,~~terms ~~California~~of all Directors expire in September of each year. Information ~~January~~regarding 13directors of the company is located in Part I, ~~2003~~Item 4A.

~~F-2~~Executive Officers

~~Table~~Information regarding executive officers of ~~Contents~~the Company is located in Part I, Item 4A.

~~SEMINIS,~~Audit ~~INC. Consolidated~~Committee ~~Balance~~Financial ~~Sheets~~Expert ~~(In thousands, except per share data)~~

			As of September 30,
			2002			2001
Assets:
Current assets
	Cash and cash equivalents		$	36,805		$	22,323
	Accounts receivable, less allowance for doubtful accounts of $12,344 and $12,094, respectively			140,315			141,691
	Other receivable			—			20,612
	Inventories			272,527			279,683
	Prepaid expenses and other current assets			2,427			3,436
		Total current assets		452,074			467,745
Property, plant and equipment, net				168,729			182,261
Intangible assets, net				160,803			169,664
Other assets				18,391			15,687
			$	799,997		$	835,357
Liabilities, Mandatorily Redeemable Stock and Stockholders’ Equity:
	Current liabilities
	Short-term borrowings		$	28,532		$	19,665
	Current maturities of long-term debt			21,709			67,527
	Accounts payable			38,179			45,423
	Accrued liabilities			98,624			89,169
		Total current liabilities		187,044			221,784
Long-term debt				228,293			248,898
Deferred income taxes				15,753			15,736
Minority interest in subsidiaries				1,902			1,721
		Total liabilities		432,992			488,139
Commitments and contingencies (see Note 12)
Mandatorily Redeemable Stock
	Class B Redeemable Preferred Stock, $.01 par value; 25 shares authorized as of September 30, 2002 and 2001; 25 shares issued and outstanding as of September 30, 2002 and 2001			29,500			27,500
		Total mandatorily redeemable stock		29,500			27,500
Stockholders’ Equity
	Class C Preferred Stock, $.01 par value; 14 shares authorized as of September 30, 2002 and 2001; 12 shares issued and outstanding as of September 30, 2002 and 2001 (Liquidation Value of $138.2 and $129.2 million at September 30, 2002 and 2001, respectively)			1			1
	Class A Common Stock, $.01 par value; 211,000 shares authorized as of September 30, 2002 and 2001; 18,940 and 14,682 shares issued and outstanding as of September 30, 2002 and 2001, respectively			190			147
	Class B Common Stock, $.01 par value; 67,000 shares authorized as of September 30, 2002 and 2001; 45,142 shares issued and outstanding as of September 30, 2002 and 2001			452			452
	Additional paid-in capital			699,255			707,816
	Accumulated deficit			(324,558	)		(340,644	)
	Accumulated other comprehensive loss			(37,835	)		(48,054	)
		Total stockholders’ equity		337,505			319,718
			$	799,997		$	835,357

Our Audit Committee is comprised of Messers. Kevin Schwartz and Eugenio Garza Hererra. Mr. Schwartz, who is a Vice President of Fox Paine, LLC, is the Chairman of the Audit Committee and its financial expert, as defined by the SEC. Mr. Hererra is an independent director as that term is used in Rule 10A-3 under the Exchange Act of 1934.

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

FWe have adopted a Code of Ethics for our Chief Executive Officer and President, Chief Financial Officer, and our Vice President Finance and Worldwide Comptroller. The Company will provide without charge a copy of the Code of Ethics to any person submitting a written request for the same to Investor Relations; 2700 Camino del Sol, Oxnard, CA 93030-37967.

~~Table of Contents~~36

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

							For the Years Ended
							September 30,
				2002			2001			2000
Net sales				$	452,607		$	449,895		$	474,445
Cost of goods sold					171,892			232,067			237,105
		Gross profit			280,715			217,828			237,340
Operating expenses
	Research and development expenses				44,316			52,441			58,364
	Selling, general and administrative expenses				174,854			191,113			222,632
	Amortization of intangible assets				17,065			28,034			30,454
			Total operating expenses		236,235			271,588			311,450
Income (loss) from operations					44,480			(53,760	)		(74,110	)
Other income (expense)
	Interest income				1,270			1,341			3,872
	Interest expense				(28,989	)		(40,425	)		(37,256	)
	Foreign currency gain (loss)				(2,177	)		1,709			(5,374	)
	Minority interest				(1,187	)		(1,436	)		(1,157	)
	Other, net				5,158			(1,909	)		8,688
					(25,925	)		(40,720	)		(31,227	)
Income (loss) before income taxes					18,555			(94,480	)		(105,337	)
Income tax benefit (expense)					(2,469	)		(39,975	)		24,554
Net income (loss)					16,086			(134,455	)		(80,783	)
Preferred stock dividends					(14,018	)		(13,986	)		(8,624	)
Additional capital contribution dividends					(4,670	)		(4,338	)		—
Net income (loss) available for common stockholders				$	(2,602	)	$	(152,779	)	$	(89,407	)
Net income (loss) available for common stockholders per common share, basic and diluted				$	(0.04	)	$	(2.55	)	$	(1.49	)

Item 11. Executive Compensation

~~The~~Executive ~~accompanying~~Summary ~~notes~~Compensation ~~are an~~Table ~~integral part of these consolidated financial statements.~~

FThe following table provides a summary of compensation earned by the Company’s Chief Executive Officer and the four other highest-4paid executives, for services rendered in all capacities to the Company and its subsidiaries for each of the last three fiscal years:


			Annual Compensation						Long-Term Compensation Awards
							Other		Restricted Stock		Securities Underlying
Name And	Fiscal		Salary		Bonus		Compensation(1)		Awards		Options
Principal Position	Year		($)		($)		($)		($)		(#)
Alfonso Romo Garza		2004		950,313		1,000,000		—		—		—
Chairman of the Board		2003		822,292		786,600		—		64,000		—
And Chief Executive Officer		2002		818,120		—		358,667		3,050,998		460,715
Bruno Ferrari		2004		588,426		375,000		4,512,616		—		—
President and Chief		2003		485,670		343,200		412,104		556,184		—
Operating Officer		2002		495,872		267,568		758,096		435,855		241,875
Bernardo Jimenez		2004		518,544		—		431,885		—		—
Exec Sr. VP and CFO		2003		—		—		—		—		—
		2002		—		—		—		—		15,000
										—
Mateo Mazal		2004		403,755		130,000		121,266		—		—
Sr. VP, HR & IT		2003		190,769		23,333		207,124		—		—
		2002		—		—		—		—		15,000
Gaspar Alvarez Martinez		2004		270,823		169,128		177,343		—		—
Vice President Finance and		2003		259,272		138,060		36,922		16,017		—
Worldwide Comptroller		2002		250,469		94,000		167,151		51,057		141,540

~~SEMINIS~~(1) Includes housing allowance and other expatriate benefits, ~~INC~~and relocation costs and allowances for Mr. ~~Consolidated~~ ~~Statements~~Ferrari and Jimenez. Includes a stock award of ~~Stockholders~~1,091,577 shares of Seminis common stock for Mr. Ferrari. Includes a cash payment of $551,880, made by the Company, related to Mr. Ferrari’s ~~Equity (In~~home ~~thousands)~~ loan.

		Class C				Class A				Class B												Accumulated			Total
		Preferred Stock				Common Stock				Common Stock						Additional						Other			Stock-
																Paid-in			Accumulated			Comprehensive			Holders’
		Number		Amount		Number		Amount		Number			Amount			Capital			Deficit			Loss			Equity
Balance, September 30, 1999			4		1		13,750		138		46,074			461			610,464			(125,406	)		(14,943	)		470,715
Comprehensive loss
	Net loss		—		—		—		—		—			—			—			(80,783	)		—			(80,783	)
	Translation adjustment		—		—		—		—		—			—			—			—			(3,052	)		(3,052	)
																										(83,835	)
Conversion of shares			—		—		226		2		(226	)		(2	)		—			—			—			—
Issuance of Class C Preferred Stock			7		—		—		—		—			—			66,000			—			—			66,000
Dividends on Redeemable Preferred Stock			—		—		—		—		—			—			(2,000	)		—			—			(2,000	)
Dividends on Class C Preferred Stock			1		—		—		—		—			—				—			—			—			—
Balance, September 30, 2000			12	$	1		13,976	$	140		45,848		$	459		$	674,464		$	(206,189	)	$	(17,995	)	$	450,880
Comprehensive loss
	Net loss		—		—		—		—		—			—			—			(134,455	)		—			(134,455	)
	Translation adjustment		—		—		—		—		—			—			—			—			(30,059	)		(30,059	)
																										(164,514	)
Conversion of shares			—		—		706		7		(706	)		(7	)		—			—			—			—
Additional capital contribution			—		—		—		—		—			—			45,850			—			—			45,850
Dividends on additional capital contribution			—		—		—		—		—			—			(3,493	)		—			—			(3,493	)
Dividends on Redeemable Preferred Stock			—		—		—		—		—			—			(2,000	)		—			—			(2,000	)
Dividends on Class C Preferred Stock			—		—		—		—		—			—			(8,989	)		—			—			(8,989	)
Restricted shares issuance			—		—		—		—		—			—			1,984			—			—			1,984
Balance, September 30, 2001			12	$	1		14,682	$	147		45,142		$	452		$	707,816		$	(340,644	)	$	(48,054	)	$	319,718
Comprehensive Income
	Net income		—		—		—		—		—			—			—			16,086			—			16,086
	Translation adjustment		—		—		—		—		—			—			—			—			17,395			17,395
	Equity adjustment for minimum pension liability		—		—		—		—		—			—			—			—			(7,176	)		(7,176	)
Restricted share issuance			—		—		4,254		43		—			—			5,966			—			—			6,009
Options exercised			—		—		4		—		—			—			—			—			—			—
Dividends on additional capital contribution			—		—		—		—		—			—			(3,505	)		—			—			(3,505	)
Dividends on Class B Redeemable Preferred Stock			—		—		—		—		—			—			(2,000	)		—			—			(2,000	)
Dividends on Class C Preferred Stock			—		—		—		—		—			—			(9,022	)		—			—			(9,022	)
Balance, September 30, 2002			12	$	1		18,940	$	190		45,142		$	452		$	699,255		$	(324,558	)	$	(37,835	)	$	337,505

Option Grants and Exercises

~~The~~No ~~accompanying~~options ~~notes~~to ~~are~~purchase anSeminis ~~integral~~shares ~~part~~were awarded during the 2004 fiscal year pursuant to the terms of ~~these~~the ~~consolidated~~Seminis, ~~financial~~Inc. ~~statements~~1998 Stock Option Plan. No exercises of options to purchase common stock were made during fiscal year 2004 by the Chief Executive Officer or any other named executive officer of Seminis:

~~F-5~~Fiscal 2004 Year End Option Values

~~Table~~The following table sets forth information concerning unexercised options held by the named executive officers as of ~~Contents~~September 30, 2004.

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


	Number of Securities Underlying Unexercised				Value of Unexercised Options at
	Options at Fiscal Year End Fiscal				Year End ($) (1)
Name	Exercisable		Unexercisable		Exercisable		Unexercisable
Alfonso Romo Garza		716,715		—		2,436,831		—
Bruno Ferrari		339,718		—		1,155,041		—
Bernardo Jimenez		27,000		—		91,800		—
Gaspar Alvarez Martinez		161,740		—		549,916		—
Mateo Mazal		15,000		—		51,000		—

								For the Years Ended
								September 30,
					2002			2001			2000
Cash flows from operating activities:
	Net income (loss)				$	16,086		$	(134,455	)	$	(80,783	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization				32,544			45,054			50,109
		Deferred income tax				(266	)		33,514			(37,459	)
		Provision for minority interest in subsidiary				1,187			1,436			1,157
		Inventory write-down				16,937			73,850			58,948
		Gain on sale of non-core business				(4,971	)		—			—
		Compensation expense for restricted stock				5,866			1,806			—
		Other				1,515			5,468			786
		Changes in assets and liabilities
			Accounts receivable			3,212			15,138			(3,821	)
			Inventories			(5,866	)		(23,209	)		(102,484	)
			Prepaid expenses and other assets			(8,226	)		(4,759	)		8,663
			Current income taxes			487			(3,069	)		9,385
			Accounts payable			(7,403	)		(8,608	)		1,999
			Other liabilities			(13,029	)		(15,654	)		25,045
				Net cash provided by (used in) operating activities		38,073			(13,488	)		(68,455	)
Cash flows from investing activities:
	Purchases of fixed and intangible assets					(14,826	)		(14,280	)		(41,487	)
	Proceeds from disposition of assets					28,517			14,096			11,291
	Proceeds from sale of business					17,551			—			9,712
	Other					(258	)		(448	)		(1,751	)
				Net cash provided by (used in) investing activities		30,984			(632	)		(22,235	)
Cash flows from financing activities:
	Proceeds from long-term debt issuances					1,855			1,424			97,184
	Repayments of long-term debt					(67,869	)		(33,670	)		(81,356	)
	Net short-term borrowings (repayments)					7,606			(856	)		15,307
	Dividends paid					—			—			(1,500	)
	Issuance of Class C Preferred Stock					—			—			66,000
	Savia capital contribution					—			45,850			—
	Other					4			—			—
				Net cash provided by (used in) financing activities		(58,404	)		12,748			95,635
Effect of exchange rate changes on cash and cash equivalents						3,829			1,216			(1,534	)
Increase (decrease) in cash and cash equivalents						14,482			(156	)		3,411
Cash and cash equivalents, beginning of period						22,323			22,479			19,068
Cash and cash equivalents, end of period					$	36,805		$	22,323		$	22,479

(1)

Based on a share value of $3.40

~~The accompanying notes are an integral part of these consolidated financial statements.~~37

F-6 Table of Contents

~~Table~~Restricted ofStock ~~Contents~~Units

~~SEMINIS,~~In ~~INC.~~September 2003 ~~Notes~~Seminis Togranted ~~Consolidated~~restricted ~~Financial~~stock ~~Statements~~units to a group of Company’s ~~(In~~senior ~~thousands~~executives. The restricted stock units will, ~~except~~upon ~~per~~the ~~share~~events ~~data)~~described below, be paid in shares of Company common stock on a one-for-one basis and will vest over a five year period depending on the continued employment of the executive and on Company’s performance and the performance of our executives relative to specified goals and objectives.

~~Note~~Each of the senior executives was granted an aggregate number of restricted stock units calculated as 2.25 times the initial base salary of the applicable senior executive divided by $3.40. Each of the other key executives was granted an aggregate number of restricted stock units calculated as approximately 1.0 times —the ~~Summary~~initial base salary of ~~Significant~~the ~~Accounting~~applicable ~~Policies~~executive divided by $3.40.

~~Description~~If the specified goals and objectives are achieved and the executive is actively employed by us at each applicable vesting date, the restricted stock units will vest with respect to 10.0% of ~~Business~~the aggregate award in each of the first two years, 20.0% of the aggregate award in the third year and 30.0% of the aggregate award in each of the fourth and fifth years following the time of grant. To the extent that conditions to vesting are not met and some of the restricted stock units do not vest, the portion of restricted stock units that do not vest will be permanently forfeited and will not be reallocated.

~~Seminis,~~In ~~Inc. (~~the ~~“Company”,~~event ~~“we”)~~that isFox ~~the~~Paine ~~leading~~achieves ~~worldwide~~a ~~developer, producer~~designated ~~and~~internal ~~marketer~~rate of ~~vegetable~~return ~~and~~on its ~~fruit~~initial ~~seeds.~~investment ~~The~~in Company isprior ~~a majority-owned~~to ~~subsidiary~~the fifth anniversary of ~~Savia,~~the completion ~~S.A.~~of dethe ~~C.V.~~acquisition ~~(“Savia”)~~transactions, ~~and~~all ~~effectively~~restricted stock units, other ~~began~~than ~~operations~~those ~~when~~permanently itforfeited ~~purchased~~due ~~Asgrow~~to ~~Seed~~a ~~Company~~failure ~~(“Asgrow”)~~to inmeet ~~December~~specified goals and ~~1994~~objectives, will vest.

~~Principles~~Directors’ ~~of Consolidation and~~Compensation ~~Basis of Presentation~~

~~The~~Outside ~~consolidated~~directors ~~financial~~of ~~statements~~Seminis ~~include~~receive ~~the~~an ~~accounts~~annual fee of ~~the~~$25,000 ~~Company~~ and additional ~~its~~fees ~~majority~~of ~~controlled~~$2,500 ~~and~~for ~~owned~~each ~~subsidiaries.~~meeting ~~Investments~~of inthe ~~unconsolidated entities,~~Board ~~representing~~of ~~ownership~~Directors ~~interests~~attended, ~~between 20%~~ and ~~50%~~$1, ~~are accounted~~000 for ~~using~~each ~~the~~committee ~~equity~~meeting ~~method of accounting~~attended. ~~All~~Outside ~~material~~directors ~~intercompany transactions~~who ~~and~~serve ~~balances~~as ~~have~~Committee chairmen, ~~been~~in ~~eliminated~~addition, inreceive ~~consolidation.~~an ~~Certain reclassifications~~annual ~~have~~fee ~~been~~of ~~made~~$2,000 toand ~~prior~~a ~~years’~~fee ~~financial~~of ~~statements~~$250 tofor ~~conform~~each tocommittee ~~fiscal~~meeting ~~year 2002 presentation~~attended.

~~The~~Employment ~~preparation of financial statements in conformity with generally accepted~~Contracts ~~accounting principles requires management to make estimates and assumptions~~ ~~that affect the reported amounts of assets and liabilities at the date of the~~ ~~financial statements and the reported amounts of revenues and expenses during~~ ~~the fiscal year, including estimates and assumptions related to customer discounts and allowances. Actual results could differ from those estimates.~~

~~Revenue~~Mr. Romo ~~Recognition~~has entered into an employment agreement that became effective September 2003 and has a five-year term with automatic one-year renewals unless timely notice is provided by either party. Pursuant to the employment agreement, Mr. Romo will serve as the chief executive officer of Seminis. Mr. Romo will receive an initial base salary of $1,000,000, which will be reviewed no less frequently than annually and may be increased, but not decreased, throughout the term of the agreement. Mr. Romo will be eligible to receive an annual bonus that will be based on Seminis achieving performance objectives, with a target bonus set at 100% of base salary and a maximum bonus at 200% of base salary.

~~Product~~Under ~~sales~~the ~~are~~terms ~~recognized~~of ~~upon~~his ~~shipment~~employment ofagreement, ~~goods~~Mr. Romo ~~and~~will ~~are~~be ~~reduced~~entitled byto ~~provisions~~participate ~~for~~in ~~discounts~~Holdings’ benefit plans and ~~allowances~~programs, ~~based~~and onis entitled to the perquisites ~~Company~~and other fringe benefits generally made available to Holdings’ senior executives and commensurate with Mr. Romo’s ~~historical~~position. Specifically, Mr. Romo is entitled to receive benefits reasonably comparable to those provided to him prior to the acquisition transactions, including, but not limited to, membership in a social club, reimbursement of security and non- leisure travel ~~anticipated~~expenses ~~experience~~in an annual amount not to exceed approximately $2.4 million, use of company automobiles, and certain expatriate and other benefits and allowances.

~~Cash~~In ~~and~~the ~~Cash~~event ~~Equivalents~~Mr. Romo’s employment with Seminis

~~The~~• ~~Company~~is ~~classifies~~terminated asduring ~~cash~~the ~~equivalents~~term ~~all~~of ~~highly~~the ~~liquid~~employment ~~investments purchased~~agreement ~~with~~as ana ~~original~~result ~~maturity~~ of ~~three~~Mr. ~~months~~Romo’s death or ~~less.~~permanent ~~The~~disability, ~~Company invests~~or ~~its~~• ~~excess~~following ~~cash~~a inchange ~~deposits~~of ~~with~~control ~~major~~or ~~international~~following ~~banks,~~Fox ~~in government~~Paine ~~securities~~obtaining ~~and~~majority incontrol ~~money~~of ~~market~~the ~~accounts~~board ~~with~~of ~~financial~~directors, ~~institutions. Such~~is ~~investments~~terminated ~~are~~by ~~considered~~Mr. ~~cash~~Romo ~~equivalents~~ for ~~purposes~~“good ofreason” ~~reporting cash~~or ~~flows~~by ~~and~~Seminis ~~bear~~without ~~minimal risk.~~ “cause,”

~~Accounts~~Mr. Romo ~~Receivable~~or his estate, as applicable, will receive, within 30 days following the termination, a cash lump sum payment equal to five times the sum of his base salary and the average annual bonus paid or payable to Mr. Romo with respect to the two fiscal years immediately prior to the date of termination (less any applicable insurance benefits payable during the severance period). In addition, Mr. Romo or his estate, as applicable, will be entitled to receive such other payments, if any, to which he is entitled under any applicable plans or programs, a payment in respect of accrued but unused vacation days, and continued coverage under any employee medical plans or programs provided to him and his family until the earlier of the fifth anniversary of his termination of employment or the date on which he becomes entitled to receive medical coverage under another employer’s medical benefits program.

~~Accounts~~Pursuant ~~receivable~~to ~~are~~his ~~valued~~employment ~~net of reserves for bad debts~~agreement, ~~discounts and allowances~~Mr. Romo ~~Calculations~~will ofbe ~~reserves~~bound ~~are~~by ~~based on historical experience and~~non-competition ~~anticipated market conditions~~ and ~~are~~non-solicitation ~~adjusted~~restrictions asduring ~~management~~the ~~determines necessary.~~term ~~The Company performs ongoing credit evaluations~~ of ~~its~~the ~~customers’ financial~~agreement ~~condition~~ and ~~generally~~for ~~does not require collateral. The Company’s~~a ~~diversified~~period ~~customer~~of ~~base~~two ~~limits~~years after the ~~amount~~termination of ~~credit~~his ~~exposure to any one customer~~employment.

~~No customer accounts for more than 10% of accounts receivable or sales.~~38

Inventories Table of Contents

~~Inventories~~Mr. ~~are~~Mazal, ~~stated~~Ferrari atand ~~the~~Jimenez ~~lower~~have also entered into employment agreements with Seminis Merger Corp. that became effective in September 2003, which have a term of ~~cost~~three oryears, ~~estimated~~and ~~net~~will ~~realizable~~be ~~value~~renewed automatically unless timely notice is provided by either party. Mr. Mazal will receive an initial base salary of ~~Costs~~$400,000 ~~for~~and ~~substantially~~will ~~all~~be ~~inventories~~eligible ~~are~~to ~~determined~~receive ~~using~~an annual bonus that will be based on the ~~first-in~~achievement of Company and executive performance objectives, with a target ~~first-out~~bonus ~~(“FIFO”)~~set ~~method~~at 65.0% of his base salary and ~~include~~a ~~the~~maximum ~~cost~~bonus set at 81.25% of ~~materials,~~his base ~~direct~~salary. ~~labor~~Mr. Ferrari will receive an initial base salary of $500,000 and will be eligible to receive an annual bonus based on the ~~applicable~~achievement ~~share~~of Company and executive performance objectives, with a target bonus set at 75.0% of ~~overhead~~his base ~~costs~~salary and a maximum bonus set at 93.75% ~~Unharvested~~of ~~crop-growing~~his ~~costs~~base ~~are~~salary. Mr. Jimenez ~~included~~will asreceive ~~part~~an initial base salary of ~~inventory~~$636,000 and ~~represent~~will ~~costs~~be ~~incurred~~eligible to ~~plant~~receive an annual bonus based on the achievement of Company and executive performance ~~maintain~~objectives, ~~seed~~with ~~crops~~a ~~which~~target ~~will~~bonus beset ~~harvested~~at ~~during~~65.0% ~~the~~of ~~subsequent~~his ~~fiscal~~base ~~year~~salary and a maximum bonus set at 81.25% of his base salary. Pursuant to the employment agreements, ~~Inventories~~the ~~are~~foregoing ~~periodically~~base salaries will be reviewed ~~and~~no ~~reserves~~less ~~established~~frequently ~~for~~than annually ~~deteriorated,~~and ~~excess~~may ~~and~~be ~~obsolete~~increased ~~items~~but not decreased.

~~Property~~During the employment period, ~~Plant~~each of Messrs. Mazal, Ferrari and ~~Equipment~~Jimenez is entitled to other benefits on terms and conditions no less favorable in the aggregate than those in effect prior to the acquisition transactions, including, but not limited to, membership in a social club, use of company automobiles, and certain expatriate and other benefits and allowances.

~~Property~~In addition, ~~plant~~Mr. Mazal, Ferrari and ~~equipment~~Jimenez are ~~stated~~entitled atto ~~cost.~~receive ~~Provisions for depreciation~~restricted ~~have~~stock ~~been~~units ~~made~~that ~~using~~vest ~~the~~over ~~straight-line~~a ~~and~~period ~~accelerated~~of ~~methods~~five ~~for~~years ~~financial reporting purposes~~ and ~~accelerated~~are ~~methods~~conditioned ~~for~~on ~~tax~~the satisfaction ~~purposes.~~of ~~Estimated~~Company ~~useful lives~~and ~~generally~~executive ~~range~~performance ~~from~~criteria. 5For toa ~~40 years~~more ~~for~~detailed description ~~buildings~~of ~~and~~the ~~improvements~~restricted ~~and from~~stock 3units, tosee ~~20 years~~“— ~~for~~Restricted ~~machinery~~Stock ~~and equipment~~Units.”

~~F-7~~Mr. Ferrari received an award of 1,091,577 shares of Seminis common stock on the effective date of his employment agreement, subject to all applicable withholding taxes.

~~Table~~The employment agreements for each of ~~Contents~~Mr. Mazal, Ferrari and Jimenez provide that if the executive’s employment is terminated during the employment period as a result of death or permanent disability, is terminated by Seminis without “cause” or terminated by the executive for “good reason,” the executive or his estate, as applicable, will receive a cash lump sum payment equal to three times the sum of the base salary and the average annual bonus paid or payable to the executive with respect to the two fiscal years immediately prior to the executive’s date of termination of employment, less applicable insurance benefits. In addition, upon any termination of employment described in the previous sentence, the executive or his estate, as applicable, will receive such other payments, if any, to which he is entitled under any applicable plans or programs, a cash lump sum payment in respect of accrued but unused vacation days, and continued coverage under any employee medical plans or programs provided to the executive and his family until the earlier of the third anniversary of the executive’s termination of employment or the date on which the executive becomes entitled to receive medical coverage under another employer’s medical benefits program.

~~Intangible~~Each ~~Assets~~of Mr. Mazal, Ferrari and Jimenez will be bound by non-competition and non-solicitation restrictions during the term of his agreement and for a period of two years after any termination of his employment.

~~Intangible~~Mr. Green, ~~assets~~Alvarez, ~~consist~~Madero ~~primarily~~and Gerard Renou, Vice President of Value Capture, have also entered into employment agreements with Seminis with terms substantially similar to the ~~excess~~agreements ofbetween ~~purchase~~Seminis ~~price~~and ~~over~~Mr. Mazal, Ferrari, and Jimenez, except that the base salaries, bonuses and benefits provided to ~~fair~~Mr. Green, ~~market~~Alvarez ~~value~~Madero ofand ~~net~~Renou ~~assets~~differ ~~acquired~~from inthose ~~purchase~~provided ~~acquisitions~~to Mr. Mazal, Ferrari and ~~the~~Jimenez. ~~costs~~Under their respective employment agreements, Mr. Green will receive a base salary of ~~acquired~~$265,921, ~~germplasm~~Mr. Alvarez ~~patents~~will receive a base salary of $262,051, Mr. Madero will receive a base salary of $200,000, and ~~trademarks~~Mr. Renoue will ~~The~~receive ~~costs~~a base salary of ~~acquired~~230,000 ~~germplasm~~Euros, in each case with a target bonus ~~patents~~set ~~and~~at ~~trademarks~~65.0% ~~are~~of ~~being~~base ~~amortized~~salary ~~over~~and 10a tomaximum ~~20 years~~bonus onset ~~an accelerated~~at ~~basis~~81.25% ~~Other~~of ~~intangibles~~base ~~are~~salary. In ~~amortized~~addition, ~~over~~severance 3benefits that may become payable to 10Mr. ~~years~~Green, Alvarez, Madero or Renou will be based on a multiple of two times the sum of base salary ~~straight-line~~and ~~basis~~bonus instead of three.

~~Goodwill~~During the employment period, each of Messrs. Green, Alvarez and Madero is entitled to participate in the employee benefit plans made available to similarly situated executives of Holdings, and will be entitled to other benefits on terms and conditions similar to those in effect prior to the Acquisition Transactions, including, but not limited to, membership in a social club, use of company automobiles, and certain expatriate and other benefits and allowances.

~~Goodwill~~Each ~~was~~of ~~amortized~~Mr. Green, ~~over~~Alvarez, ~~15 years~~Madero, onand Renou are entitled to receive restricted stock units that vest over a ~~straight-line~~period ~~basis.~~of ~~Upon~~five ~~adoption~~years and are conditioned on each individual’s satisfaction of ~~SFAS~~Company Noand executive performance criteria. ~~142,~~ ~~the~~For ~~Company~~a ~~has~~more ~~ceased~~detailed ~~amortization~~description of ~~its~~the ~~goodwill~~restricted ~~in fiscal~~stock ~~year~~units, ~~2002~~see “— Restricted Stock Units.”

~~Capitalized~~Compensation ~~Software~~Committee ~~Costs~~Interlocks and Insider Participation

~~Costs~~The members of ~~computer~~the ~~software~~Compensation ~~developed~~Committee ~~and~~of ~~obtained~~the ~~for~~Company’s ~~internal~~Board ~~use~~of ~~are~~Directors ~~capitalized~~for ~~and~~the ~~amortized~~2004 ~~over~~fiscal ~~respective~~year ~~license~~are ~~periods~~W. orDexter ~~expected~~Paine, ~~useful lives~~III, ~~which~~Vice ~~range~~Chairman ~~from three to five years. Capitalized computer software~~of ~~costs~~the ~~include~~Board ~~external~~of ~~direct~~Directors, ~~costs for licenses~~ and ~~services~~Eugenio ~~and~~Garza ~~payroll~~Herrera, ~~and~~Director. ~~payroll-related costs for employees who are directly associated with developing~~ ~~or installing such software.~~

~~Impairment of Long-Lived Assets~~39

TheTable Company continually monitors its long-lived assets to determine whether any impairment of these assets has occurred. In making such determination, the Company evaluates the performance of the underlying businesses, products and product lines. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. In fiscal year 2000, the Company recognized a $6,400 impairment write-down associated with its investment in LSL Plantscience. No other material impairments have been experienced. Contents

~~Seedmen’s~~Item ~~Errors~~12. Security Ownership of Certain Beneficial Owners and ~~Omissions~~ Management and Related Shareholder Matters

~~The~~Security ~~Company~~Ownership ~~maintains third party seedmen’s errors and omissions insurance covering claims by growers for losses incurred as a result~~ of ~~seed quality or errors arising in fulfilling customer orders. Such policies are subject to annual renewal and revision and have coverage limits~~, ~~deductibles and other terms~~Inc. ~~Provisions are made for anticipated losses in excess of coverage~~ ~~amounts provided by insurance based on historical experience and expected~~ ~~resolution. The Company performs ongoing evaluations of such claims and~~ ~~adjusts reserves as necessary to reflect expected settlements.~~

~~Research~~The following table sets forth information regarding the beneficial ownership of common stock, as of September 30, 2004, by each of Seminis’ directors, the Chief Executive Officer, the President and ~~Development~~Chief ~~Expenses~~Operating Officer and the other named executive officers, each person known to Seminis to own beneficially more than 5% of the outstanding shares of common stock, and all directors and executive officers of Seminis as a group.

~~Research~~The ~~and~~persons ~~development~~named ~~costs~~in ~~are~~the ~~charged~~table tohave ~~operations~~sole asvoting ~~incurred.~~and ~~Costs~~investment power with ~~attributable~~respect to ~~in-process~~all ~~research~~shares ~~and~~of ~~development~~common ~~activities~~stock ~~acquired~~shown inas ~~a purchase~~those ~~transaction~~beneficially ~~are~~owned ~~written-off at the date of acquisition~~by them.

Income Taxes


	Common Stock
Name And Address Of Beneficial Owners	Number		Percent(5)
Directors
Alfonso Romo Garza		—		—
W. Dexter Paine, III		—		*
Bernardo Jimenez Barrera		8,000		*
Bruno Ferrari		1,215,929		1.5
Eugenio Garza Herrera		—		*
Kevin M. Schwartz		—		*
Saul A. Fox		—		*
Named Executive Officers (Not Directors)
Gaspar Alvarez Martinez		36,103		*
Mateo Mazal		53,000		*
All directors and named executive officers of Seminis as a group (12 persons)		1,379,862		1.7
Certain Beneficial Owners
Fox Paine (1)		48,010,146		58.2
Banca Afirme, S.A (2)		7,450,783		9.0
Emprima, S.A. de C.V. (3)		4,365,257		5.3
Desarrollo Consolidado de Negocios, S.A. de C.V. (4)		14,453,036		17.5

~~Deferred~~* ~~income~~Represents ~~taxes~~Less ~~reflect temporary~~than differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. A valuation allowance is established against deferred tax assets when all or some portion of such assets is unlikely to be realized. 1%

Foreign Currency Translation and Transactions

(1)		950 Tower Lane, Suite 1150, Foster City, CA 94404

(2)		Av. Hidalgo 234 Pte., Centro, Monterrey, Nuevo León, 64000 México

(3)		Río Sena 500, Col. Del Valle, San Pedro Garza García, Nuevo León, 66220 México.

(4)		C/ San Elias Nº 29-35, Barcelona 08006, Spain

(5)		Total number of shares of common stock outstanding included in the computation of percentages is 82,512,290 shares, which included shares of certain beneficial owners who own less than 5% of the outstanding shares of common stock.

~~The financial statements of the Company’s foreign subsidiaries are generally~~40 measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet date. Income and expense items are primarily translated at average monthly rates of exchange prevailing during the fiscal year. The resultant translation adjustments are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Gains and losses from foreign currency transactions are included in the consolidated statements of operations.

SubsidiariesTable operating in highly inflationary economies or primarily using the United States dollar as their functional currency include gains and losses from foreign currency transactions and balance sheet translation adjustments in the consolidated statements of operations. Contents

~~F-8~~ Item 13. Certain Relationships and Related Transactions

~~Table~~Co-Investment Rights to Purchase Additional Shares of ~~Contents~~Seminis Common Stock

~~Financial~~In ~~Instruments~~connection with the acquisition transactions, Desarrollo Consolidado de Negocios, S.A. de C.V. received immediately exercisable rights to acquire 13.8% of the outstanding shares of Seminis common stock on a fully-diluted basis. In addition, Desarrollo Consolidado de Negocios, S.A. de C.V. and Fox Paine received a second tranche of co-investment rights to acquire up to 15.8% and 1.57%, respectively, of the outstanding shares of Seminis common stock on a fully-diluted basis. The Fox Paine co-investment rights and the second tranche of co-investment rights owned by Desarrollo Consolidado de Negocios, S.A. de C.V. will become exercisable only if Fox Paine achieves a 26.0% internal rate of return on its investment in Seminis. Each co-investment right entitles the recipient to acquire one share of Seminis common stock at an exercise price of $3.40 per share. All of the co-investment rights expire on the tenth anniversary of the date of the consummation of the acquisition transactions.

~~The~~Arrangements ~~Company’s~~Among ~~financial~~Fox ~~instruments consist primarily of cash~~Paine, ~~accounts receivable,~~Mr. Romo ~~notes receivable, accounts payable, accrued liabilities, debt~~ and ~~mandatorily~~ ~~redeemable~~Certain ~~securities.~~Other ~~These balances are stated in the~~Stockholders ~~consolidated financial statements at amounts that approximate fair market value~~ ~~unless separately disclosed in the Notes to Consolidated Financial Statements.~~

~~Comprehensive~~Stockholders’ ~~Income~~Agreement. Seminis Merger, Mr. Romo, Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Fox Paine and certain other stockholders have entered into a stockholders’ agreement that sets forth the terms of their relationship as stockholders of Seminis. Material items covered by the stockholders’ agreement include the following:

~~Comprehensive~~• ~~income~~Transfer isRestrictions. ~~defined~~The asstockholders’ ~~the~~agreement ~~change~~contains ingeneral ~~equity~~restrictions ofon athe ~~business enterprise~~rights ~~during~~of astockholders ~~period~~to ~~from~~transfer ~~transactions~~equity ~~and~~of ~~other~~Seminis. ~~events~~The ~~and~~restrictions ~~circumstances from~~apply ~~non-owner~~during ~~sources.~~the ~~For~~first ~~the~~three ~~Company,~~years ~~comprehensive~~following ~~income~~the ~~primarily consists~~completion of ~~its~~the ~~reported~~acquisition ~~net income or loss and changes in foreign currency translation adjustments and minimum pension liability adjustment during a period~~transactions.

~~Stock-Based~~• ~~Compensation~~ Sale Initiatives.

• The ~~Company~~stockholders’ ~~accounts~~agreement ~~for~~establishes ~~stock-based~~procedures, ~~employee~~effective ~~compensation~~following ~~arrangements~~the ~~in accordance~~three-year ~~with~~anniversary of the ~~provisions~~completion of ~~Accounting~~the ~~Principles~~acquisition ~~Board~~transactions, ~~Opinion~~for ~~(“APB”) No. 25,~~Fox ~~“Accounting~~Paine ~~for~~to ~~Stock~~offer ~~Issued~~for sale to ~~Employees”~~Mr. ~~and~~Romo ~~complies~~or ~~with~~to Seminis the ~~disclosure~~ ~~provisions~~shares of ~~SFAS~~Seminis ~~No. 123,~~common ~~“Accounting~~stock ~~for~~that ~~Stock-Based Compensation”~~Fox Paine controls. ~~Under~~In ~~APB~~the ~~No. 25,~~event ~~compensation~~that ~~cost~~Mr. isRomo ~~recognized~~and ~~based~~Seminis ondecline the ~~difference,~~ ifopportunity ~~any,~~to onpurchase the ~~date~~shares of ~~grant~~Seminis ~~between~~common ~~the~~stock ~~fair~~that ~~market~~Fox ~~value~~Paine controls, Fox Paine and Mr. Romo will work together to sell 100% of the ~~Company’s~~ ~~stock~~equity ~~and~~of Seminis at a price per share equal to the ~~amount~~per anshare ~~employee~~sale ~~must~~price ~~pay~~proposed by Fox Paine to ~~acquire~~Mr. ~~the~~Romo ~~stock~~and Seminis.

~~Derivative~~• ~~Instruments~~The stockholders’ agreement establishes procedures, effective following the three-year anniversary of the acquisition transactions, for Mr. Romo to offer for sale to Fox Paine or to Seminis the shares of Seminis common stock that Mr. Romo controls at a price per share satisfying a 26.0% internal rate of return on Fox Paine’s initial investment in Seminis. In the event that Fox Paine and ~~Hedging~~Seminis ~~Activities~~ decline the opportunity to purchase the shares of Seminis common stock that Mr. Romo controls, Fox Paine and Mr. Romo will work together to sell 100% of the equity of Seminis at a price per share equal to the per share sale price proposed by Mr. Romo to Fox Paine and Seminis.

~~The~~• ~~Company~~If ~~accounts for derivative instruments and hedging activities in accordance with the provisions of SFAS No~~Mr. ~~133,~~ ~~“Accounting~~Romo ~~for Derivative Instruments~~ and ~~Hedging~~Fox ~~Activities”~~Paine asagree ~~amended by SFAS No. 137 and No. 138. SFAS No. 133 requires companies~~ to ~~record~~sell ~~derivatives~~100% onof the ~~balance~~equity ~~sheet~~of ~~as assets or liabilities~~Seminis, ~~measured at fair market value. It also requires that gains or losses resulting from changes in~~ the ~~values~~stockholders’ ofagreement ~~those~~contains ~~derivatives~~provisions ~~be accounted~~requiring ~~for~~all ~~depending on the use~~ of ~~the~~Seminis’ ~~derivative~~equity ~~and~~holders ~~whether~~to itparticipate ~~qualifies for~~in ~~hedge accounting. The Company does not currently have any derivative instruments and therefore adoption of SFAS No. 133 did not have a material impact on~~ the ~~Company’s consolidated financial position or results of operations for fiscal year 2002~~sale.

~~Accounting~~• ~~for~~Fox ~~Shipping~~Paine ~~and~~Drag ~~Handling~~Sale. ~~Fees~~If ~~and~~Fox ~~Costs~~ Paine has the right to nominate a majority of the members of Seminis’ Board of Directors, Fox Paine may require a sale of 100% of Seminis’ equity:

~~The~~• ~~Company~~prior accounts for shipping and handling fees and costs in accordance with the provisions of EITF 00-10, “Accounting for Shipping and Handling Fees and Costs”. EITF 00-10 requires that all amounts billed to ~~a customer in a sale transaction related to shipping and handling, if any, represent revenues earned for~~ the goods provided and should be classified as revenue. It also states that a company may record shipping and handling costs in cost of sales. If such costs are significant and are not included in cost of sales (that is, if those costs are accounted for together or separately on other income statement line items), a company should disclose both the amount(s) of such costs and the line item(s) on the income statement that include them. Freight and handling charges of $4.3 million related to customer shipping were stated on a gross basis in selling expense with a corresponding $3.1 million of revenue stated in net sales in fiscal three-year ~~2002~~anniversary ~~and $1.4 million related to customer shipping were stated on a gross basis in selling expense with a corresponding $1.3 million~~ of ~~revenue stated in net sales in~~ the ~~fourth~~acquisition ~~quarter of fiscal year 2001~~transactions, respectively. In the prior reporting periods, these freight and handling charges were netted with the associated billing of these costs to the Company’s customers. Restatements of the prior periods to conform to EITF 00-10 were impractical because there was no system in place to capture this information in the past. if:

~~Supplementary~~• ~~Cash~~Mr. ~~Flow~~Romo ~~Information~~ is no longer Seminis’ Chief Executive Officer or is no longer performing for Seminis the customary functions of a chief executive Officer, and

		For the Years Ended
				September 30,
		2002		2001		2000
Cash paid for interest		$	25,407	$	45,933	$	31,890
Cash paid for income taxes			2,248		9,530		3,520
Supplemental non-cash transactions:
	Class C Preferred Stock dividends		9,022		11,986		6,624
	Class B Redeemable Preferred Stock dividend		2,000		2,000		500
	Additional capital contribution dividends		3,505		4,338		—

•

Fox Paine agrees to vest all of the performance-based co-investment rights.

~~Effective~~• ~~January~~on ~~2001,~~or ~~Class C~~after ~~Preferred~~the ~~Stock~~three-year ~~and~~anniversary ~~additional~~of ~~capital contribution~~the ~~accrue~~acquisition ~~cash~~transactions, ~~dividends~~if atFox ~~10%~~Paine ~~per~~agrees ~~annum.~~to ~~The~~vest ~~syndicated~~the ~~bank agreement,~~greatest ~~however,~~percentage ~~precludes~~of the ~~payment~~performance-based co-investment rights as would result in Fox Paine achieving a 26.0% internal rate of ~~cash~~return ~~dividends~~on its initial investment in Seminis.

~~F-9~~41

~~Income~~For ~~(Loss)~~a ~~Per~~description of the co-investment rights, see “Co-Investment Rights to Purchase Additional Shares of Seminis Common ~~Share~~Stock.”

~~Income~~• ~~(loss) per~~Registration ~~common share has been computed pursuant to the provisions of Statement of Financial Accounting Standards No~~Rights. ~~128,~~ ~~“Earnings~~Following ~~per Share.” Basic income (loss) per common share is computed by dividing income (loss) available to common stockholders by~~ the ~~average~~three-year ~~number~~anniversary of common shares outstanding during each period. Income (loss) available to common stockholders represents reported net income less preferred dividends, accretion of redemption value for redeemable common stock and the ~~excess~~acquisition of the repurchase price paid over the redemption value of redeemable common stock. Diluted 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 income from continuing operations and sets forth the computation for basic and diluted income (loss) per share from continuing operationstransactions:

		For the Years Ended
					September 30,
		2002			2001			2000
Numerator for Basic and Diluted:
Income (loss) from continuing operations		$	16,086		$	(134,455	)	$	(80,783	)
Preferred stock dividends			(11,022	)		(13,986	)		(8,624	)
Additional capital contribution dividends			(3,505	)		(4,338	)		—
Contingent dividends payable			(4,161	)		—			—
Loss from continuing operations available for common stockholders		$	(2,602	)	$	(152,779	)	$	(89,407	)
Denominator — Shares:
Weighted average common shares outstanding basic and diluted			62,074			59,824			59,824
Loss Per Common Share from Continuing Operations Available for Common Stockholders:
	Basic and diluted	$	(0.04	)	$	(2.55	)	$	(1.49	)

•

If Seminis proposes to register for sale under the Securities Act of 1933, as amended, any of its equity securities, Seminis will use reasonable best efforts to include in the proposed offering shares of Seminis common stock requested by its stockholders.

A• ~~total~~Fox ofPaine ~~4.3~~will have the right, ~~2.1~~on ~~and~~six ~~1.1 million~~separate ~~potential~~occasions, ~~shares~~to ~~from~~require ~~options~~Seminis ~~were~~to ~~excluded from~~register under the ~~computation~~Securities ofAct, ~~diluted~~shares ~~earnings~~of ~~per~~its ~~share~~common ~~for~~stock ~~fiscal~~held ~~years~~by ~~2002~~Fox Paine, ~~2001 and~~so ~~2000,~~long ~~respectively,~~as ~~due~~the aggregate value of the offering is equal to ~~their~~or ~~antidilutive~~greater ~~effect~~than $50. 0 million (or in the case of an initial public offering, $100.0 million).

~~Contingently~~• ~~payable~~Mr. ~~dividends~~Romo ~~represent~~will ~~dividends~~have ~~that may potentially be payable to Savia if~~ the ~~Exchange~~right, ~~Agreement~~on ~~described~~four inseparate ~~Note 9 is not consummated. As part of this agreement~~occasions, ~~Savia agreed~~ to ~~forego~~require ~~dividends~~Seminis ~~on Class C~~to ~~Preferred~~register ~~Stock~~under ~~and~~the ~~additional~~Securities ~~paid-in capital contributions effective July 1~~Act, ~~2002;~~shares ~~however,~~of ~~such~~its ~~dividends~~common ~~would~~stock beheld ~~payable~~by ifMr. ~~the~~Romo ~~exchange transaction is not completed~~ and ~~the~~his ~~agreement~~affiliates, ~~terminated.~~so ~~These~~long ~~dividends have~~as ~~not~~the ~~been~~aggregate ~~accrued~~value ~~but~~of ~~are included in~~ the ~~calculation~~offering ofis ~~earnings~~equal ~~per share in order~~ to ~~present~~or ~~the~~greater ~~most~~than ~~dilutive result~~$50.0 Onmillion a(or ~~pro~~in ~~forma basis, had~~ the ~~exchange~~ ~~transaction~~case ~~been completed as~~ of ~~July 1,~~an ~~2002,~~initial ~~income~~public ~~available for common stockholders would have been $1~~offering,~~559~~ ~~and the weighted average common shares outstanding would have been increased by 9,417 shares, resulting in income per common share available for common stockholders of~~ $100.0 million).~~02.~~

~~Recent~~• ~~Accounting~~Stockholder ~~Pronouncements~~ Tag-Along Rights. Subject to exceptions for sales to affiliates, registered public offerings and the sale initiatives and Fox Paine drag sale described above, on or after the three-year anniversary of the acquisition transactions, if Fox Paine sells a majority of the shares of Seminis common stock that it owns on the date of the acquisition transactions, Seminis’ other stockholders will generally have the right to participate in sales of their shares of Seminis common stock on a pro rata basis.

~~SFAS~~• ~~No. 141,~~Management ~~''Business~~Put ~~Combinations,’’ was effective for the company on July 1, 2001. SFAS No. 141 addresses financial accounting~~ and ~~reporting~~Call ~~for business combinations and supersedes APB Opinion No~~Rights. 16, ''Business Combinations,’’ and FASB Statement No. 38, ''Accounting for Preacquisition Contingencies of Purchased Enterprises.’’ All business combinations in the scope of this Statement are to be accounted for using one method, the purchase method.

~~SFAS~~• ~~No. 142,~~The ~~''Goodwill and Other Intangible Assets,~~stockholders’’ ~~was~~agreement ~~effective~~entitles ~~for~~Seminis ~~the Company~~to ~~for~~repurchase ~~fiscal~~shares ~~years~~of ~~beginning~~Seminis ~~after~~common ~~December 15,~~stock ~~2001,~~from ~~but~~its ~~was~~employees ~~adopted early~~upon ~~as of~~ the ~~beginning~~termination of ~~fiscal year 2002~~employment. SFAS 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, ''Intangible Assets.’’ It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a

~~F-10~~ • The stockholders’ agreement entitles Seminis’ employees to require Seminis to repurchase their shares of Seminis common stock and options to purchase shares of Seminis common stock upon the termination of employment.

~~Table~~• Initial Composition of ~~Contents~~the Board of Directors.

~~business~~• ~~combination)~~Subject ~~should~~to bespecified ~~accounted~~trigger ~~for~~events, ~~in financial statements upon their acquisition~~Mr. ~~This~~Romo ~~Statement~~will ~~also~~generally ~~addresses~~have ~~how~~the ~~goodwill~~right ~~and~~to ~~other intangible~~nominate ~~assets~~a ~~should~~majority beof ~~accounted for after they have been initially recognized in~~ the ~~financial~~members ~~statements.~~of ~~We have ceased~~ the ~~amortization~~Board of ~~goodwill~~ ~~and~~Directors ~~other~~of ~~intangible~~Seminis ~~assets~~for ~~due~~a toperiod ~~our adoption~~ of ~~SFAS~~up ~~No. 142~~to ~~and~~five ~~no impairment~~years ~~was~~following ~~required~~the inacquisition ~~fiscal year 2002~~transactions.

In• ~~June~~So ~~2001,~~long ~~the~~as ~~FASB issued SFAS No~~Mr. ~~143,~~ ~~“Accounting~~Romo ~~for~~has ~~Asset~~the ~~Retirement Obligations.”~~right ~~SFAS~~to ~~No. 143,~~nominate isa ~~effective~~majority ~~for~~of ~~fiscal years beginning after June 15, 2002 and requires an entity to record~~ the ~~fair~~members ~~value~~ of ~~a liability for an asset retirement obligation in~~ the ~~period~~Board inof ~~which~~Directors itof isSeminis, ~~incurred.~~Fox ~~Management has~~Paine ~~not~~will ~~yet~~have ~~determined~~ the ~~impact,~~right ifto ~~any,~~nominate ofa ~~the~~number ~~adoption~~ of ~~this~~Directors ~~standard~~equal on to the ~~financial~~number ~~position~~nominated orby ~~results~~Mr. ofRomo ~~operation~~minus ~~of the Company~~one.

In• ~~August~~Default ~~2001,~~Composition ~~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~~Board of ~~discontinued operations to include more disposal transactions~~Directors. ~~We will adopt SFAS No. 144 as of October 1, 2002. We do not expect SFAS No. 144 to have a material effect on our consolidated financial position, results of operations or cash flows.~~ If:

In• ~~May 2002, the Financial Accounting Standards Board issued SFAS No~~Mr. ~~145, ''Rescission~~ ofRomo ~~SFAS~~or ~~Nos.~~Seminis 4,materially 44breaches 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 Transactionsstockholders’’ are met. SFAS No. 145 provisions regarding early extinguishment of debt are generally effective for fiscal years beginning after May 15, 2002. The Company believes this new standard will not have an impact on its business, consolidated financial position, results of operations or cash flow. agreement;

In• ~~June~~Seminis ~~2002,~~fails ~~the~~to ~~Financial~~satisfy 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. 94pre-3,defined ~~''Liability~~financial ~~Recognition~~targets ~~for~~over ~~Certain~~specified ~~Employee~~periods ~~Termination Benefits~~of ~~and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).’’~~ time;

~~SFAS~~• NoMr. ~~146~~ ~~requires~~Romo ~~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.~~no Inlonger ~~periods~~employed ~~subsequent~~as toSeminis’ ~~initial~~Chief ~~measurement, changes~~Executive toOfficer 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~~no aslonger anperforming ~~adjustment~~for toSeminis the ~~liability~~ incustomary ~~the~~functions ~~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~~chief ~~for~~executive anofficer; ~~exit cost was recognized at the date of the Company’s commitment to an exit plan.~~ or

~~The~~• ~~provisions~~the members of ~~SFAS~~Seminis’ NoBoard of Directors selected by Mr. ~~146~~ ~~are~~Romo ~~required~~or toSeminis’ besenior ~~applied~~executive ~~prospectively~~management fail to ~~exit or~~enforce ~~disposal~~in ~~activities~~good ~~initiated~~faith ~~after~~Seminis’ ~~December 31,~~corporate ~~2002.~~policies ~~The~~and ~~Company~~procedures, ~~believes SFAS~~Fox ~~No. 146~~Paine ~~may~~will ~~affect~~thereafter have the ~~timing~~right ofto ~~recognizing~~appoint ~~future~~a ~~restructuring~~majority ~~costs, as~~of ~~well~~Seminis’ asBoard ~~the~~of ~~amounts~~Directors; ~~recognized,~~provided ~~depending~~that onMr. ~~the~~Romo ~~nature~~will ofcontinue to have the ~~exit~~right ~~or disposal~~to ~~activity~~nominate ~~and~~at ~~the~~least ~~timing~~three members of the ~~related~~Board ~~estimated~~of ~~cash~~Directors ~~flows~~of Seminis.

On• ~~November 25,~~Fox ~~2002,~~Paine ~~the~~Veto ~~Financial Accounting Standards Board issued FASB Interpretation No~~Rights. ~~45,~~ ~~“Guarantor’s~~At ~~Accounting~~any ~~and~~time ~~Disclosure~~that ~~Requirements~~Fox ~~for Guarantees~~Paine ofdoes ~~Indebtedness~~not ofhave ~~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~~ ofright ~~FASB Statement No. 5, Accounting for Contingencies, relating~~ to ~~the~~ ~~guarantor’s~~nominate ~~accounting~~a ~~for,~~majority ~~and disclosure~~ of, the ~~issuance~~Board of ~~certain types~~Directors of ~~guarantees.~~Seminis, ~~The~~Fox ~~disclosure~~Paine ~~provisions~~will ofpossess ~~the~~veto ~~Interpretation~~rights ~~are effective~~with ~~for~~respect ~~financial~~to ~~statements~~a ofsignificant ~~interim~~number orof ~~annual~~corporate ~~periods~~governance ~~that~~matters ~~end~~and ~~after December 15,~~business ~~2002~~operations matters.

~~Note~~• 2Romo —Veto ~~Liquidity~~ Rights. During any time that Fox Paine controls a majority of the Board of Directors of Seminis, Mr. Romo will possess veto rights with respect to fundamental corporate governance matters. In addition, if Fox Paine controls a majority of the Board of Directors of Seminis and Seminis has not failed to satisfy pre-defined financial targets, Mr. Romo will possess veto rights with respect to additional corporate governance matters.

~~As of September 30, 2000, we were not in compliance with certain covenants of~~42 our existing 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 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

F-11 Table of Contents

~~Table~~Indemnification Agreement. Fox Paine, Desarrollo Consolidado de Negocios, S.A. de C.V., Desarrollo Empresarial Regiomontano, S.A. de C.V., an affiliate of ~~Contents~~Mr. Romo, Savia, Mr. Romo, Seminis Acquisition and certain other stockholders entered into an indemnification agreement relating to the transactions contemplated by the contribution agreement and the stock purchase agreement. Pursuant to the terms of the indemnification agreement, Mr. Romo and certain of his affiliates have agreed to indemnify Fox Paine for breaches of their representations, warranties and covenants contained in the contribution agreement and stock purchase agreement and for any liabilities relating to restructuring transactions involving Savia and certain of its affiliates. Fox Paine has agreed to indemnify Seminis Acquisition and its affiliates for breaches of Fox Paine’s representations, warranties and covenants contained in the stock purchase agreement.

~~term~~Management ~~loan and the termination date for the revolving credit commitments to June~~Agreement ~~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 credit facility or recapitalization of the company.~~

OnIn ~~May 31,~~connection ~~2001, our lenders agreed~~ with the ~~financial~~acquisition ~~plan~~transactions, ~~that~~Seminis weMerger ~~submitted~~has entered ~~and~~into ~~agreed~~a tomanagement ~~restructure~~agreement ~~our~~with ~~existing~~Fox ~~credit~~Paine ~~facility.~~& ~~Upon~~Company, ~~receipt~~LLC ofand ~~the~~Desarrollo ~~amended~~Consolidado ~~credit~~de ~~agreement~~Negocios, ~~long-term~~S.A. ~~portions~~de ofC.V. ~~borrowings~~that ~~were~~became ~~reclassified from~~an ~~current~~obligation ~~liabilities~~of toSeminis following ~~long-term~~the ~~debt~~acquisition transactions. ~~Among~~Pursuant ~~other~~to ~~things,~~ the ~~amendment~~management agreement, ~~extended~~each ~~the~~of ~~final~~Fox ~~maturity~~Paine ofand ~~the~~Desarrollo ~~credit~~Consolidado ~~facility~~de ~~from~~Negocios, ~~the~~S.A. ~~previously~~de ~~agreed~~C.V. will onreceive ~~date~~an ofannual ~~June 30,~~advisory ~~2002~~services tofee ~~December 31,~~of ~~2002,~~0.5% ~~revised~~of ~~principal~~the ~~payment~~net ~~dates~~sales of Seminis ~~under~~during the ~~term~~prior ~~loan~~fiscal year, ~~instituted~~in aaddition ~~new~~to ~~grid~~reimbursement ~~pricing~~of ~~formula to determine~~reasonable, ~~interest~~out-of-pocket onexpenses ~~borrowings~~incurred ~~and~~in ~~revised~~connection ~~covenant~~with ~~obligations. Interim principal obligations under~~ the ~~amendment~~provision ~~included~~of ~~$16~~advisory services.~~0 million~~ ~~due~~Fiscal inyear ~~the~~2003 ~~fourth quarter~~net sales of ~~fiscal~~Seminis ~~year~~were ~~2001,~~approximately $19477.~~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.~~2004 ~~All~~net ~~remaining~~sales ~~amounts were due in the first quarter~~ of ~~fiscal~~ ~~year~~Seminis ~~2003~~were $525.8 million.

InTransaction ~~October~~Fees 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 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 credit facility in January 2002 and ~~utilized~~Expense ~~our operating cash~~Reimbursement ~~flow to pay the remaining $18.0 million in June 2002.~~

WeUpon ~~met~~consummation ~~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~~ ~~credit~~acquisition ~~agreement at September 30~~transactions, ~~2002. In October 2002,~~ we paid ~~an additional~~Fox ~~$5.0 million~~Paine ~~of principal as required by the amended credit agreement; however, as of December 31, 2002, we had not completed~~ a ~~refinancing~~ transaction infee ~~order to pay the remaining balance~~ of $~~224~~14.70 million. ~~The lenders~~We ~~agreed~~also toreimbursed ~~temporarily~~Fox ~~extend~~Paine’s ~~the~~expenses incurred ~~term of the credit facility and~~ in ~~January~~ ~~2003,~~connection awith ~~formal~~the ~~amendment~~acquisition ~~was executed~~transactions. ~~Among~~In ~~other things~~addition, ~~the~~we ~~amendment~~reimbursed ~~extended~~Savia ~~the~~for ~~final~~certain ~~maturity~~expenses ofincurred ~~the~~in ~~credit~~connection ~~facility~~with ~~from~~ the ~~previously~~acquisition 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 obligationstransactions. ~~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. Upon receipt of the amended credit agreement, long-term portions of borrowings were reclassified from current liabilities to long-term debt as of September 30, 2002.

~~Although~~Other ~~not~~Relationships impacting current liquidity, the Company entered into an exchange agreement with its majority shareholder, Savia S.A. de C.V. as of July 1, 2002 to exchange all of its outstanding Seminis Class C Preferred Stock (including accrued PIK dividends) having a principal value of $120.2 million, additional paid-in capital (including accrued PIK dividends) of $46.7 million and ~~accrued and~~Related ~~unpaid~~Party ~~cash dividends of $10.0 million into 37.7 million shares of Seminis~~Transactions ~~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 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.

InCertain ~~December~~Relationships ~~2002,~~with Savia, ~~Seminis’ majority~~and ~~stockholder,~~Affiliates. ~~announced~~In ~~that~~accordance itwith ~~signed~~the aagreement ~~letter~~entered ofin ~~intent~~as ~~with~~part ~~Fox~~of ~~Paine~~acquisition &transactions, the Company ~~LLC under which Fox Paine and~~paid ~~certain~~management ~~Savia~~fees ~~related~~of ~~parties~~$2.4 million ~~will~~each ~~acquire~~to ~~all~~Fox ~~the~~Paine ~~outstanding~~and ~~shares~~Desarrollo ofConsolidado De ~~Seminis~~Negocios, ~~Inc~~S.A. ~~(See~~De ~~Note 16)~~C.V. ~~The~~in ~~proposed~~October 2003 ~~transaction~~for isservices ~~subject~~rendered toduring ~~numerous~~fiscal ~~conditions;~~year ~~however,~~2004. ifThe ~~completed,~~annual ~~such~~management afee ~~change~~is inequal ~~control~~to ~~would~~1% ~~require~~of ~~the~~previous ~~credit facility~~fiscal toyear’s benet sales ~~paid~~and ~~in full. It~~ is ~~anticipated~~amortized ~~that~~as ~~such~~services aare ~~transaction~~rendered ~~would be~~during ~~funded~~the byfiscal ~~financing arranged by Fox Paine~~year.

~~Whereas~~In weconnection ~~have~~with ~~met our obligations as well as covenant requirements under~~ the ~~amended~~ ~~credit~~additional ~~facility~~senior ~~through~~subordinated ~~September 30~~notes, ~~2002,~~the weCompany ~~must successfully~~paid ~~execute~~$1.8 million aand ~~refinancing plan prior to December~~$1.5 ~~31,~~million ~~2003~~for inadvisory ~~order~~fees to ~~meet~~Fox ~~the final~~Paine ~~maturity~~and ofGeotel ~~the~~S.A. ~~facility~~De C.V., Wea ~~will~~subsidiary ~~continue~~of toDesarrollo ~~pursue~~Consolidado aDe ~~refinancing plan~~Negocios, ~~which~~ ~~may~~S.A. ~~include~~De ~~negotiation~~C.V, ofin January aand ~~new credit facility~~June 2004, ~~and/or placement~~respectively.

~~F-12~~In fiscal years 2004, 2003, and 2002, we had sales of $263,000, $495,000, and $793,000, respectively, to Agrobionova, an indirect subsidiary of Savia, and a receivable of $357,000, $840,000, and $355,000 at September 30, 2004, 2003, and 2002, respectively. Furthermore, we incurred $118,916 of travel and other expenses from Fox Paine, of which $21,548 was in accounts payable at September 30, 2004.

~~Table~~In August 2002, we entered into a patent and technology license agreement with DNA Plant Technology Corporation (DNAP), an indirect subsidiary of ~~Contents~~Savia, that provides us with a license for the non-exclusive production of DNAP products worldwide and an exclusive license to commercially distribute certain DNAP products in Europe and Asia. The agreement is for a term of seven years, subject to a three year renewal provision. Seminis has the option to terminate the agreement at any time after the second year. We were required to pay a royalty advance of $2.0 million to be applied against our obligation to pay an amount per each one thousand seeds sold or a percentage of net revenue from seed sales for each quarter, and a percentage of the net royalty that we collect for the DNAP products (excluding seeds) for each quarter during the term of the agreement. The royalty advance is secured by the patent rights to the germplasm in the DNAP products in the event that we terminate the contract and DNAP is unable to repay a portion of the royalty advance. As of September 30, 2004, we have $16,650 of DNAP royalty applied to the royalty advance and a promissory note of $1,983,350 from DNAP was issued August 22, 2004, which guarantees payment of the unapplied portion of the royalty advance before or by August 22, 2005.

Holdings issued 10,830 shares of ~~new~~its ~~debt~~Class C ~~securities;~~preferred ~~however,~~stock ~~there~~to ~~can~~Savia befor noa total ~~assurances~~purchase ~~that~~price weof ~~will~~$108.3 million. beThese shares accrue dividends quarterly ~~able~~at toa ~~successfully~~rate ~~complete~~of ~~the~~10.0% ~~refinancing~~per year. ~~Additionally,~~In ~~there~~October ~~can~~and beNovember 2000, noHoldings received an ~~assurances~~additional ~~that~~$31.9 million ~~the~~and ~~Fox~~$14.0 million, ~~Paine~~respectively, ~~transaction~~of ~~will~~capital contributions befrom ~~consummated~~Savia. ~~Failure~~Holdings agreed to ~~comply~~ ~~with~~pay ~~existing~~dividends ~~covenants,~~on ~~which~~these contributions ~~would~~at ~~make~~the same rate as the ~~Syndicated~~Holdings ~~debt~~Class C preferred stock. Through ~~callable~~July 1, or2002, there were $25.0 million of accrued and unpaid dividends on the ~~our~~outstanding ~~inability~~shares toof ~~obtain~~Holdings ~~adequate~~Class C ~~financing~~preferred ~~with~~stock ~~reasonable~~and ~~terms~~additional ~~prior~~capital contributions. toHoldings have also paid dividends of $12.7 million in the form ~~December~~of additional shares of Holdings Class 31C preferred stock, ~~2003~~which ~~could~~are ~~have~~classified as aadditional ~~material~~paid ~~adverse~~in ~~impact~~capital. onOn ~~our~~October 1, ~~business~~2002, ~~results~~the Board of Directors of Holdings approved the conversion of ~~operations~~the orSavia ~~financial~~additional ~~condition~~capital contribution and the associated paid in kind dividends that totaled $46.7 million into 4,670 shares of

~~Note 3 — Global Restructuring and Optimization Plan~~43

InTable 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: Contents

•Holdings ~~reorganizing~~Class C ~~our~~preferred ~~ten~~stock. ~~legacy~~Concurrently, ~~seed~~the ~~companies~~Board ~~into~~also ~~four~~adopted ~~geographical~~a resolution ~~regions;~~authorizing •and ~~selling~~directing oran ~~consolidating~~increase ~~certain~~in ~~operation~~the ~~and~~number ~~production~~of ~~facilities;~~shares designated •as ~~reducing~~Holdings ~~headcount~~Class C ~~that~~Redeemable ~~results~~PIK Preferred Stock from 14,400 shares to 16,688 shares. In connection with the ~~reorganization~~acquisition transactions, Savia exchanged all of the outstanding shares of Holdings Class C preferred stock (Savia owned 100% of the outstanding shares of Holdings Class C preferred stock) and all obligations with respect to those shares for 37,669,480 shares of Holdings Class A common stock and a cash payment to Savia equal to $15.0 million plus interest at a rate of 10.0% per annum from ~~facility~~July 1, ~~consolidation;~~2002, •less ~~rationalizing~~$3.0 million ~~our~~(Savia ~~product~~ultimately ~~portfolio;~~received •proceeds ~~implementing~~of anapproximately ~~advanced~~$266.2 million ~~logistics~~in respect ~~management~~of ~~information~~the ~~system;~~37,669,480 shares of Holdings Class A common stock that it received in the exchange and •an ~~divesting~~additional ~~non-strategic~~40,615,619 ~~assets~~shares of Holdings Class B common stock that it owned).

InCertain ~~connection~~Transactions with ~~phase one of the Global Restructuring~~ and ~~Optimization~~Loans ~~Plan, we recorded pre-tax charges~~ to ~~operations~~Management. ofIn ~~approximately $34.4~~December ~~million~~2003, ~~for~~Seminis ~~restructuring~~Vegetable ~~costs~~Seeds ~~during~~sold ~~fiscal~~residential ~~year 2000 that included severance and other exit costs~~property, ~~inventory~~originally ~~write-downs~~acquired ~~and~~in ~~costs associated with streamlining our~~October 2000, ~~products~~to ~~portfolio~~Mr. Bernardo OfJimenez, ~~this~~our ~~amount~~Director, ~~$18.4 million~~Executive ~~was~~Senior ~~included~~Vice inPresident ~~cost~~and Chief ofFinancial ~~goods sold~~Officer, for ~~inventory write-downs. The remaining~~ $161.01 million ~~was included in selling~~, ~~general~~which ~~and~~was ~~administrative~~based ~~expenses~~upon ~~and~~a ~~consisted~~real ~~primarily~~estate appraisal of ~~severance~~ ~~costs.~~the ~~The~~market ~~total~~value ~~phase~~of ~~one~~the ~~and initial phase two severance charges related to a planned 600-employee reduction worldwide in both operational and administrative groups~~property.

AsIn ~~part~~June 2000, a subsidiary of the ~~implementation~~Company ofsold ~~the~~residential ~~expanded~~property, ~~second~~originally acquired ~~phase~~in ofDecember 1999 ~~our~~for ~~Global Restructuring~~$862,000, ~~and~~to ~~Optimization~~Mr. Bruno ~~Plan~~Ferrari, wePresident ~~recorded~~and Chief aOperating ~~pre-tax~~Officer, ~~charge~~at the appraised value of $12875,000.~~0 million~~ inThe ~~selling,~~purchase ~~general~~price was ~~and~~evidenced ~~administrative~~by ~~expenses~~a inpromissory ~~the~~note ~~third~~secured ~~quarter~~by ~~of fiscal~~a ~~year~~deed ~~2001.~~of ~~This~~trust ~~charge~~on ~~primarily~~the ~~related~~property. The tonote ~~severance~~had ~~and~~an ~~related~~interest ~~costs resulting~~rate ~~from~~of an7.75% ~~additional~~per ~~planned~~annum ~~250-employee~~and ~~reduction~~was ~~worldwide~~payable in ~~both~~ten equal ~~operational~~annual ~~and~~installments ~~administrative~~of ~~groups.~~principal, Inincluding ~~fiscal~~interest ~~year~~accrued ~~2001~~thereon, commencing weDecember 15, ~~also~~2000, ~~recorded non-cash~~and ~~inventory~~annually ~~write-downs~~thereafter. ofThe ~~$58.2 million~~loan was repaid in December 2003. ~~cost~~Under ofa ~~goods~~separate ~~sold~~agreement, inthe ~~order~~ Company paid bonuses to ~~comply~~Mr. Ferrari ~~with~~that ~~more~~covered ~~stringent~~the ~~seed~~interest ~~quality~~payable ~~standards~~on the loan and topaid ~~further~~Mr. Ferrari ~~rationalize~~the ~~our~~present ~~product~~value ~~portfolio~~of ~~from~~the ~~6,000~~interest topayments ~~4,000~~that ~~varieties.~~would Wehave ~~believe~~been wepayable ~~have~~to Mr. ~~established~~Ferrari ~~adequate~~had ~~reserves~~the ~~for~~loan ~~all~~remained ofoutstanding ~~the~~until ~~remaining~~its ~~costs~~scheduled ~~and~~final ~~expenses~~maturity. ~~related~~The tobonus ~~our~~payments ~~Global~~were ~~Restructuring~~recognized ~~and~~as ~~Optimization~~compensation ~~Plan~~expense at the time of the payments.

In April 2000, we loaned $100,000 to Mr. Gaspar Alvarez Martinez, our current Vice President Finance, World Wide Corporate Comptroller, to assist in the purchase of a family residence. The ~~remaining~~loan ~~components~~is evidenced by a promissory note signed by Mr. Alvarez and was secured by a second deed of trust. The note had an interest rate of 7.75% per annum and is payable in ten equal annual installments of principal, including interest accrued thereon, commencing December 15, 2000, and annually thereafter. Since the ~~restructuring~~beginning ~~accruals~~of ~~are~~fiscal asyear 2003, ~~follows:~~the largest aggregate amount of indebtedness outstanding was $79,083. The loan was repaid in September 2003.

				Amounts			Balance at		Additional		Amounts			Balance at		Additional		Amounts			Balance at
		Charges		Incurred			September 30,		charges		Incurred			September 30,		Charges		Incurred			September 30,
		2000		2000			2000		2001		2001			2001		2002		2002			2002
Severance and related expenses		$	14.0	$	(1.8	)	$	12.2	$	12.0	$	(12.3	)	$	11.9	$	—	$	(8.6	)	$	3.3
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

Item 14. Principal Accountant Fees and Services

ToFees ~~date, there have been no material adjustments~~ to ~~amounts accrued under the~~Independent ~~plan.~~Registered ~~The~~Public ~~remaining~~Accountants ~~$3.3 million~~for ~~reserve~~Fiscal ~~balance~~2004 isand ~~expected to be utilized in fiscal year~~ 2003.

FThe following table presents fees for professional services rendered by PricewaterhouseCoopers LLP (“PWC”) for the audit of the Company’s annual financial statements for fiscal 2004 and fiscal 2003 and fees billed for audit-13related services, tax services and all other services rendered by PWC for fiscal 2004 and fiscal 2003.


		Fiscal Year 2004		Fiscal Year 2003
		(in thousands)
(1)	Audit fees	$	1,120	$	1,335
(2)	Audit-related fees (a)		47		605
(3)	Tax-related fees (b)		1,242		1,050

~~Note~~(a) 4Principally —audits ~~Inventories~~ of employee benefit plans and other related entities and services with respect to internal controls. (b) Principally tax compliance services (including U.S. federal and international returns) and tax examination assistance.

~~Inventories~~All ~~consist~~audit related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PWC was compatible with the ~~following~~maintenance atof ~~September 30~~that firm’s independence in the conduct of its auditing functions. The Audit Committee’s Outside Auditor Independence Policy provides for pre-approval of audit, ~~2002~~audit-related and ~~2001:~~tax services specifically described by the Committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy also requires specific approval by the Committee if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year.

		2002		2001
Seed		$	238,448	$	246,250
Unharvested crop growing costs			27,199		25,857
Supplies			6,880		7,576
	Total net inventories	$	272,527	$	279,683

InventoriesTable are presented net of reserves of $86,957 and $114,316 at September 30, 2002 and 2001, respectively. A non-recurring inventory write-down of approximately $58,200 was taken in fiscal year 2001 to rationalize the Company’s product portfolio and impose more stringent seed quality standards as part of the Global Restructuring and Optimization Plan. Contents

~~Note~~PART ~~5 — Property, Plant and Equipment~~IV

~~Property,~~Item ~~plant~~15. ~~and~~Exhibits, ~~equipment~~Financial ~~consist~~Statement ofSchedules ~~the~~and ~~following~~Reports aton ~~September 30,~~Form ~~2002 and 2001:~~ 8-K

	2002			2001
Land	$	40,623		$	42,383
Buildings and improvements		129,522			123,893
Machinery and equipment		61,478			67,518
Construction in progress		318			7,073
		231,941			240,867
Less: accumulated depreciation		(63,212	)		(58,606	)
	$	168,729		$	182,261

(a)(1) Listing of Consolidated Financial Statements

~~Note~~Reference 6is —made ~~Intangible~~to ~~Assets~~the index set forth on Page F-1.

~~Intangible~~(a)(2) ~~assets~~Listing ~~at September 30, 2002 and 2001 consist~~ of ~~the~~Financial ~~following~~Statement ~~and~~Schedules. ~~are net of accumulated amortization for the respective the respective fiscal~~ ~~years as parenthetically noted:~~

	2002		2001
Goodwill (net of $29,491 and $28,017)	$	98,931	$	93,082
Software costs (net of $20,697 and $14,603)		13,225		17,747
Trademarks (net of $7,772 and $6,980)		7,128		7,920
Germplasm (net of $71,431 and $64,044)		28,413		35,087
Other intangible assets (net of $12,847 and $10,109)		13,106		15,828
	$	160,803	$	169,664

Schedule II — “Valuation and Qualifying Accounts” is filed herewith on page S-1

~~Changes~~All other schedules for which provision is made in the ~~net~~applicable ~~carrying~~accounting regulation ~~amount~~ of ~~goodwill~~the ~~for~~Securities ~~the~~and ~~year~~Exchange ~~ended~~Commission ~~September 30,~~are not required under the ~~2002,~~related instructions or are asinapplicable ~~follows:~~and therefore have been omitted.

		Amount
Balance as of September 30, 2001		$	93,082
	Goodwill acquired during the period		—
	Impairment losses		—
	Translation adjustments and other		5,849
Balance as of September 30, 2002		$	98,931

(a)(3) Listing of Exhibits — See Index to Exhibits beginning on Page 46 of this report.

~~Amortization~~(b) ~~expense~~Reports on ~~goodwill~~Form ~~was~~8-K ~~$9,047~~— ~~and~~There ~~$9,872~~were ~~for~~no ~~the~~reports ~~years~~on ~~ended~~Form 8-K filed during ~~September~~fiscal year 2004. Seminis furnished reports on Form 8-K on May 3013, ~~2001~~2004 and ~~September~~August 3013, ~~2000,~~ ~~respectively~~2004.

~~F-14~~(c) Exhibits — See Index to Exhibits beginning on Page 46 of this report.

~~Table~~(d) ofFinancial ~~Contents~~Statement Schedules — The following consolidated financial statement schedule is included herein: Schedule II — Valuation and Qualifying Accounts on page S-1.

~~As required by SFAS No. 142, the results for the prior years have not been~~45 ~~restated. Had the Company accounted for its goodwill under SFAS No. 142 for all periods presented, the Company’s net income and loss per share would have been as follows:~~

					Year Ended
		September 30,			September 30,			September 30,
(In thousands, except per share amounts)		2002			2001			2000
Reported net loss		$	(2,602	)	$	(152,779	)	$	(89,407	)
Goodwill amortization, net of tax			—			9,047			9,872
	Adjusted net loss	$	(2,602	)	$	(143,732	)	$	(79,535	)
Basic and diluted loss per share:
	As reported	$	(0.04	)	$	(2.55	)	$	(1.49	)
	Goodwill amortization		—			.15			.16
Adjusted basic and diluted loss per share		$	(0.04	)	$	(2.40	)	$	(1.33	)

~~Note 7 — Accrued Liabilities~~Exhibit Index

Accrued liabilities consist of the following at September 30, 2002 and 2001:


Exhibit
Number		Description
2.1		Agreement and Plan of Merger by and among Seminis, Inc., Seminis Acquisition LLC, Seminis Merger Corp., and Fox Paine & Co., LLC, dated as of May 30, 2003.*

2.2		Stock Purchase Agreement by and among Fox Paine Seminis Holdings., LLC Banca Afirme, SA., Instiucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003.*

2.3		Amended and Restated Exchange Agreement by and between Seminis, Inc. and Savia, S.A. de C.V. dated as of May 30, 2003.*

2.4		Contribution Agreement by and among Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management, dated as of May 30, 2003.*

2.5		Amendment to Contribution Agreement, dated as of September 29, 2003, by and among Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management.*

3.1		Articles of Incorporation of Seminis Vegetable Seeds, Inc.*

3.2		By-laws of Seminis Vegetable Seeds, Inc.*

3.3		Amended and Restated Certificate of Incorporation of Seminis, Inc.*

3.4		By-laws of Seminis, Inc.*

3.5		Certificate of Designation of Preferences and Rights of Class C Redeemable Preferred Stock of Seminis, Inc.*

3.6		Articles of Incorporation of Petoseed International, Inc.*

3.7		By-laws of Petoseed International, Inc.*

3.8		Articles of Incorporation of PGI Alfalfa, Inc.*

3.9		By-laws of PGI Alfalfa, Inc.*

3.10		Articles of Incorporation of Baxter Seed Co., Inc.*

3.11		By-laws of Baxter Seed Co., Inc.*

4.1		Indenture, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., and Baxter Seed Co., Inc. and Wells Fargo Bank, National Association for the 10 1/4% Senior Subordinated Notes due 2013.*

4.2		Registration Rights Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.*

4.3		Form of Global Note for 10 1/4% Senior Subordinated Notes due 2013 of Seminis Vegetable Seeds, Inc. (contained as an exhibit to Exhibit 4.1 hereto).*

4.4		Form of Exchange Agent Agreement by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Wells Fargo Bank, National Association.*

4.5		Registration Rights Agreement, dated as of January 23, 2004, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc.*

10.1		Amended and Restated Stockholders’ Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc., Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.*

10.2		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Alfonso Romo.*

10.3		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*

10.4		Amendment, dated August 7, 2003, to the Employment Agreement, made May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*

10.5		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Mateo Mazal.*

10.6		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bernardo Jimenez.*

10.7		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Gaspar Alvarez.*

10.8		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Jose Manuel Madero.*

10.9		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Charles Edward Green.*

10.10		New Senior Secured Credit Facility by and among Seminis, Vegetables Inc. as the borrower, Seminis, Inc. as the parent guarantor, Citicorp North America, Inc. as administrative agent, CIBC World Markets Corp. and Rabobank International as co-documentation agents, Harris Trust and Savings Bank as syndication agent and Citigroup Global Markets Inc. together with Harris Trust and Savings Bank as joint lead arrangers and joint bookrunners consisting of a $75.0 million revolving loan and a $90.0 million term loan, dated as of September 29, 2003, as amended by Amendment No. 1 thereto dated as of January 15, 2004.*

12.1		Computation of Consolidated Ratios of Earnings to Fixed Charges (set forth on pages 15 and 46 of the prospectus forming part of this registration statement).

14.		Code of Ethics

21.1		Subsidiaries of Registrants.*

31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 302 of the Sarbanes-Oxley Act of 2002.

	2002		2001
Employee salaries and related benefits	$	44,754	$	34,504
Severance		3,269		11,936
Seedmen’s errors and omissions		4,072		3,595
Interest		412		1,184
Savia dividends		25,008		12,500
Income taxes payable		3,236		1,820
Other		17,873		23,630
	$	98,624	$	89,169

NoteTable 8of — Long-Term Debt Contents

Long-term debt consists of the following at September 30, 2002 and 2001:


Exhibit
Number		Description
32.1		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 906 of the Sarbanes-Oxley Act of 2002.

	2002			2001
Syndicated credit agreement borrowings	$	229,732		$	293,200
South Korean borrowings due in annual installments through 2007		1,738			1,956
GE Capital borrowings		14,174			16,077
Other borrowings		4,358			5,192
		250,002			316,425
Less current portion		(21,709	)		(67,527	)
	$	228,293		$	248,898

Previously filed as exhibits to the Registration Statement declared effective on March 19, 2004 (SEC No. 333-110506).

~~Other borrowings consist of various domestic and foreign, government and~~47 ~~non-government loans of less than $1,500 each, bearing interest annually at average rates of 8.79% through 2013 and 8.5% through 2007 for fiscal years 2002 and 2001, respectively.~~

F-15 Table of Contents

~~Table of Contents~~SIGNATURES

AsPursuant to the requirements of ~~September~~Section ~~30,~~13 ~~2002~~or 15(d) of the Securities Exchange Act of 1934, ~~long-term~~the ~~debt~~registrant ~~maturities~~has ~~are~~duly ascaused ~~follows:~~this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Year Ending
September 30
2003	$	21,709
2004		214,930
2005		2,713
2006		2,719
2007		2,397
Thereafter		5,534
	$	250,002


SEMINIS, INC.
By:	/s/ BRUNO FERRARI
Name:		Bruno Ferrari
Title:		President and Chief Operating Officer

InPursuant ~~July~~to ~~1999,~~ the ~~Company~~requirements ~~entered~~of ~~into~~the aSecurities ~~new~~Exchange ~~credit~~Act ~~agreement with Bank~~ of ~~Montreal~~ ~~and Harris Trust and Savings Bank providing for a $350~~1934,~~000~~ ~~credit~~this ~~facility.~~report ~~The~~has ~~Company~~been ~~used~~signed aby ~~portion of~~ the ~~net~~following ~~proceeds~~persons of its initial public offering (Note 10) and funds available under the new credit facility to pay loan origination fees and repay indebtedness under its previous credit agreement. The Company’s $350,000 credit facility consists of a term loan in ~~the~~ ~~amount of $200,000 and a revolving line of credit in~~ the ~~amount~~capacities ~~of $150,000. The term loan required semi-annual payments, with the remaining balance due~~ and ~~the revolving line of credit originally maturing~~ on ~~June 30,~~the ~~2004~~dates indicated.

The July 1999 agreement contains a number of financial covenants, including net worth and indebtedness tests and limitations on its ability to make acquisitions, transfer or sell assets, create liens, pay dividends, enter into transactions with its affiliates or enter into a merger, consolidation or sale of substantially all of its assets. The agreement is secured by the intellectual property of Seminis and 100% of the shares of Seminis Vegetable Seeds, Inc., a wholly owned subsidiary of Seminis, Inc. and shares of some other international subsidiaries. The credit agreement provides for events of default typical of facilities of its type, as well as an event of default if Pulsar Internacional, S.A. de C.V., together with its affiliates, which includes Savia, fails to hold a majority of the board of directors or direct management of the Company or control at least 51% of the voting rights of the Company.


SIGNATURE	TITLE	DATE
/s/ ALFONSO ROMO GARZA Alfonso Romo Garza	Chairman of the Board (Chief Executive Officer)	December 17, 2004
/s/ BRUNO FERRARI Bruno Ferrari	Director and President (Chief Operating Officer)	December 17, 2004
/s/ BERNARDO JIMENEZ BARRERA Bernardo Jimenez Barrera	Director (Secretary, Executive Senior Vice President and Chief Financial Officer)	December 17, 2004
/s/ W. DEXTER PAINE, III W. Dexter Paine, III	Vice Chairman of the Board	December 17, 2004
/s/ KEVIN M. SCHWARTZ Kevin M. Schwartz	Director	December 17, 2004
/s/ SAUL A. FOX Saul A. Fox	Director	December 17, 2004
/s/ EUGENIO GARZA HERRERA Eugenio Garza Herrera	Director	December 17, 2004
/s/ GASPAR ALVAREZ MARTINEZ Gaspar Alvarez Martinez	Vice President, Finance and Worldwide Corporate Comptroller	December 17, 2004

~~In June 2000, the Company amended its credit agreement to provide for more~~48 relaxed financial covenant ratios as well as to allow for the needed expenses related to the Global Restructuring and Optimization Plan. The Company also entered into a security agreement with the lenders that collateralized certain receivables, general intangibles and inventory.

AsTable of September 30, 2000, we were not in compliance with certain covenants of our existing 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 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 credit facility or recapitalization of the company. Contents

~~On May 31~~SEMINIS, ~~2001, our lenders agreed with the financial plan that we submitted and agreed to restructure our existing credit facility~~INC. ~~Upon receipt of the~~ ~~amended credit agreement, long-term portions of borrowings were reclassified~~ ~~from current liabilities to long-term debt. Among other things, the amendment~~ ~~extended the final maturity of the credit facility from the previously agreed~~ on date of June 30, 2002 to December 31, 2002, revised principal payment dates under the term loan, instituted a new grid pricing formula to determine interest on borrowings and revised covenant obligations. 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.

InIndex ~~October~~To ~~2001,~~Consolidated weFinancial ~~completed the sale of an office building in Seoul, South~~Statements ~~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 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 credit facility in January 2002 and utilized our operating cash flow to pay the remaining $18.0 million in June 2002.

F-16


		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of September 30, 2004 and 2003		F-3
Consolidated Statements of Operations for the Year Ended September 30, 2004, for the Day Ended September 30, 2003, for the Twelve Months Ended September 29, 2003, and for the Year Ended September 30, 2002		F-4
Consolidated Statements of Stockholders’ Equity for the Year Ended September 30, 2004, for the Day Ended September 30, 2003, for the Twelve Months Ended September 29, 2003, and for the Year Ended September 30, 2002 and 2001		F-5
Consolidated Statements of Cash Flows for the Year Ended September 30, 2004, for the Day Ended September 30, 2003 for the Twelve Months Ended September 29, 2003, and for the Year Ended September 30, 2002		F-6
Notes to Consolidated Financial Statements		F-7

~~Table of Contents~~F-1

WeTable 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 credit agreement at September 30, 2002. In October 2002, we paid an additional $5.0 million of principal as required by the amended credit agreement; 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 credit facility and in January 2003, a formal amendment was executed. Among other things, the amendment extended the final maturity of the 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 based on the greater of the sum of the base rate and 3.5 % or an interest rate that ranges from 9.0% to 10.25% 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. Upon receipt of the amended credit agreement, long-term portions of borrowings were reclassified from current liabilities to long-term debt as of September 30, 2002. Contents

~~Loan~~Report ~~origination fees~~ of ~~$3,611~~Independent ~~were~~Registered ~~capitalized~~Public inAccounting ~~fiscal year 1999 in~~Firm ~~connection with the July 1999 credit agreement, $2,222 were capitalized in~~ ~~fiscal year 2000 in connection with the amended credit agreement and $2,985~~ ~~were capitalized in fiscal year 2001 in connection with the May 2001 amended~~ credit agreement. The fees are being amortized to interest expense over the life of the agreement that expired on December 31, 2002. Fees related to the fifth amendment will be amortized over the life of the agreement, which will expire on December 31, 2003. Interest expense includes amortization of loan origination fees of $4,354, $3,075 and $843 in fiscal years 2002, 2001 and 2000, respectively.

~~For~~To the ~~fiscal~~Board ~~year~~of ~~ended~~Directors ~~September 30, 2002, 2001~~ and ~~2000, the Company~~ ~~incurred~~Shareholders ~~interest at a weighted-average rate~~ of ~~8.90%~~Seminis, 11Inc.~~19% and 8.70% per~~ ~~annum, respectively.~~

~~Note~~In 9our —opinion, ~~Capital~~the ~~Stock~~accompanying consolidated financial statements present fairly, in all material respects, the financial position of Seminis, Inc. and its ~~Mandatorily~~subsidiaries ~~Redeemable~~at ~~Equity~~September 30, ~~Securities~~2004 and 2003, and the results of their operations and their cash flows for the year ended September 30, 2004, the day ended September 30, 2003, the twelve month period ended September 29, 2003 and the year ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the accompanying financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Recapitalization~~As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation as of October 1, 2003.

InPRICEWATERHOUSECOOPERS ~~January 1999, the Board of Directors of Seminis, Inc., an Illinois~~LLP ~~corporation, authorized the reincorporation of the Company in Delaware. In~~ ~~conjunction with the reincorporation the holders of certain securities agreed~~ ~~to a plan for the recapitalization of the Company (the “Recapitalization”) to~~ occur concurrently. The Recapitalization was effective June 18, 1999 and provided for the exchange of shares of the Illinois corporation for shares of the Delaware corporation as follows: (i) all preferred stock was exchanged for like preferred stock; (ii) all 6,772 shares of Class B Redeemable Common Stock (“Old Class B Redeemable Common Stock”) were converted into one-half the number of such shares of Class B Common Stock; (iii) all Class A Common Stock was exchanged for one-half the number of such shares of Class B Common Stock; and (iv) all options to purchase Class C Common Stock were exchanged for options to purchase Class A Common Stock. Immediately following the Recapitalization, the Company paid a 1-for-1 stock dividend to all holders of Class B Common Stock.

~~Initial~~Los ~~Public~~Angeles, ~~Offering~~California December 20, 2004

In July 1999, the Company completed an initial public offering of 13,750 shares of Class A Common Stock at an initial offering price of $15.00 per share, raising net proceeds of $191,700. The Company used the net proceeds of the offering and funds available under the new July 1999 credit facility to pay loan origination fees, repay indebtedness under the April 1999 credit agreement and $7,700 of a $20,000 intercompany advance from Savia. The remaining $12,300 of the intercompany advance was converted into 1.F-2 ~~shares~~ ~~of Class C Preferred Stock.~~

Class ATable andof B Redeemable Preferred Stock Contents

~~On October 1~~SEMINIS, ~~1995, the Company acquired Petoseed Co~~INC.~~, Inc. (“Petoseed”)~~ ~~through~~Consolidated aBalance ~~tax-free merger~~ Sheets (~~the~~In ~~“Merger”)~~thousands, ~~with~~except ~~George~~per J.share ~~Ball, Inc. (“Ball”~~data). ~~As part of the transaction, Seminis issued 25 shares of Class A Redeemable~~ ~~Preferred Stock to the~~

F-17


	As of			As of
	September 30,			September 30,
	2004			2003
Assets:
Current assets
Cash and cash equivalents	$	116,870		$	36,824
Accounts receivable, less allowance for doubtful accounts of $10,072 and $10,439, respectively		153,173			151,578
Inventories		328,395			351,637
Prepaid expenses and other current assets		8,017			4,450

Total current assets		606,455			544,489
Property, plant and equipment, net		78,608			69,792
Intangible assets, net		69,008			73,009
Other assets		23,591			19,957

	$	777,662		$	707,247

Liabilities and Stockholders’ Equity:
Current liabilities
Short-term borrowings	$	10,965		$	20,031
Current maturities of long-term debt		1,746			2,722
Accounts payable		63,339			50,280
Accrued liabilities		106,752			87,414
Income tax payable		13,582			2,002

Total current liabilities		196,384			162,449
Long-term debt		448,816			398,538
Deferred income taxes		16,291			21,312
Minority interest in subsidiaries		1,644			1,723
Preferred shares subject to mandatory redemption		41,773			39,300

Total liabilities		704,908			623,322

Commitments and contingencies (see Note 14)
Stockholders’ Equity
Common Stock, $.01 par value; 200,000 shares authorized as of September 30, 2004 and 2003; 64,333 and 63,260 shares issued and outstanding as of September 30, 2004 and 2003, respectively		644			633
Additional paid-in capital		94,149			91,034
Accumulated deficit		(23,911	)		(7,603	)
Accumulated other comprehensive income (loss)		1,872			(139	)

Total stockholders’ equity		72,754			83,925

	$	777,662		$	707,247

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

~~stockholders of Ball. Upon the completion of the Company’s initial public~~F-3 ~~offering in July 1999, each share of Class A Redeemable Preferred Stock~~ ~~automatically converted into one share of Class B Redeemable Preferred Stock.~~

TheTable Class B Redeemable Preferred Stock has no voting rights. The Company pays quarterly dividends on all issued shares of Class B Redeemable Preferred Stock at a rate of 8% per year. Dividends are cumulative if unpaid and are added to the redemption value of the shares. The liquidation value of the shares is equal to the redemption value at any point in time. Class B Redeemable Preferred Stock is not redeemable at the option of the holder. The Company shall redeem all outstanding shares of the Class B Redeemable Preferred Stock on October 1, 2005. Contents

~~Old~~SEMINIS, ~~Class B~~INC. Consolidated ~~Redeemable~~Statements ~~Common~~of ~~Stock~~Operations (In thousands, except per share data)

The Company also issued 18,091 shares of Old Class B Redeemable Common Stock to the Ball stockholders as part of the Ball Merger. In November 1997, Savia purchased 3,895 shares of Old Class B Redeemable Common Stock from the former Ball stockholders for $72,875 or $18.71 per share. In January 1998, the Company repurchased 11,319 shares of Old Class B Redeemable Common Stock from the former Ball stockholders for $211,824 or $18.71 per share. Such shares were canceled upon repurchase.


	Successor						Predecessor
	For the			For the			For the			For the
	Year			Day			Twelve Months Ended			Year
	Ended Sep. 30,			Ended Sep. 30,			Sep. 29,			Ended Sep. 30,
	2004			2003			2003			2002
Net sales	$	525,839		$	4,710		$	472,695		$	452,607
Cost of goods sold		235,730			1,901			179,657			171,892

Gross profit		290,109			2,809			293,038			280,715

Operating expenses
Research and development expenses		51,141			132			48,263			44,316
In-process research and development		—			10,618			—			—
Selling, general and administrative expenses		194,756			861			215,077			174,854
Amortization of intangible assets		7,993			41			16,309			17,065

Total operating expenses		253,890			11,652			279,649			236,235

Gain on sale of assets		4,298			—			1,910			5,953

Income (loss) from operations		40,517			(8,843	)		15,299			50,433

Other income (expense)
Interest income		1,074			1,966			860			1,270
Interest expense		(39,723	)		(701	)		(33,616	)		(28,989	)
Interest expense from preferred shares subject to mandatory redemption		(7,089	)		—			—			—
Foreign currency gain (loss)		7,045			22			1,375			(2,177	)
Minority interest		(1,289	)		5			(692	)		(1,187	)
Other, net		(4,388	)		(33	)		(1,466	)		(795	)

		(44,370	)		1,259			(33,539	)		(31,878	)

Income (loss) before income taxes		(3,853	)		(7,584	)		(18,240	)		18,555
Income tax expense		(12,455	)		(19	)		(5,827	)		(2,469	)

Net income (loss)		(16,308	)		(7,603	)		(24,067	)		16,086
Preferred stock dividends		—			—			(1,994	)		(11,022	)
Additional capital contribution dividends		—			—			—			(3,505	)
Contingent dividends payable		—			—			(16,642	)		(4,161	)
Discount on redemption of Class B Redeemable Preferred Stock		—			1,250			—			—
Forgiveness of dividends payable to Savia		—			1,035			—			—

Net loss available for common stockholders	$	(16,308	)	$	(5,318	)	$	(42,703	)	$	(2,602	)

~~Upon~~The ~~the~~accompanying ~~Recapitalization~~notes inare ~~June~~an ~~1999,~~integral ~~each~~part ~~share~~ of ~~Old~~these ~~Class B~~consolidated ~~Redeemable Common~~financial ~~Stock automatically converted into one share of Class B Common Stock,~~statements. ~~however, upon the conversion, the Old Class B Redeemable Common Stock lost its~~ ~~redemption and accretion rights.~~

~~The redemption price of the Old Class B Redeemable Common Stock accreted at an~~F-4 ~~annual rate of approximately 6%. The redemption price was $7.48 per share on the June 18, 1999 conversion date.~~

Class ATable Commonof Stock Contents

~~The Company is authorized to issue up to 211~~SEMINIS,~~000~~ ~~shares of Class A Common Stock~~INC. Consolidated ~~Upon~~Statements ~~completion~~ of ~~the Company~~Stockholders’s ~~initial public offering in July 1999,~~Equity ~~the Company issued 13,750 shares of Class A Common Stock.~~ (In ~~addition, 4,677~~thousands) ~~shares were reserved for issuance of stock options. Class A Common Stock is~~ ~~entitled to one vote per share.~~

Class B Common Stock


	Class C				Class A						Class B
	Preferred Stock				Common Stock						Common Stock
	Number		Amount		Number			Amount			Number			Amount
Predecessor
Balance, September 30, 2001		12	$	1		14,682		$	147			45,142		$	452

Comprehensive Income
Net income		—		—		—			—			—			—
Translation adjustment		—		—		—			—			—			—
Equity adjustment for minimum Pension liability		—		—		—			—			—			—
Restricted share issuance		—		—		4,254			43			—			—
Options exercised		—		—		4			—			—			—
Dividends on additional Capital contribution		—		—		—			—			—			—
Dividends on Class B Redeemable Preferred Stock		—		—		—			—			—			—
Dividends on Class C Preferred Stock		—		—		—			—			—			—

Balance, September 30, 2002		12		1		18,940			190			45,142			452
Comprehensive Income
Net loss		—		—		—			—			—			—
Translation adjustment		—		—		—			—			—			—
Equity adjustment for minimum Pension liability		—		—		—			—			—			—
Equity adjustment for interest rate swap		—		—		—			—			—			—
Additional Capital Contribution Conversion to Class C Preferred Stock		5		—		—			—			—			—
Options exercised		—		—		502			4			—			—
Dividends on Class B Redeemable Preferred Stock		—		—		—			—			—			—

Balance, September 29, 2003		17		1		19,442			194			45,142			452


Successor
Carryover equity		—		—		57,112		$	571			45,142		$	452
Comprehensive Loss
Net loss		—		—		—			—			—			—
Equity adjustment for Interest rate swap		—		—		—			—			—			—
Value of warrants issued in Connection with preferred stock Offering		—		—		—			—			—			—
Purchase of public shares		—		—		(15,557	)		(156	)		(2,319	)		(23	)
Purchase of shares held by Savia		—		—		(21,118	)		(211	)		—			—
Conversion of Class B Common Stock to Class A Common Stock		—		—		42,823			429			(42,823	)		(429	)
Discount on redemption of Class B Redeemable Preferred Stock		—		—		—			—			—			—
Fox Paine transaction fee		—		—		—			—			—			—
Capitalization of dividends payable to Savia		—		—		—			—			—			—
Forgiveness of dividends payable to Savia		—		—		—			—			—			—

Balance, September 30, 2003		—		—		63,260			633			—			—
Comprehensive loss
Net loss		—		—		—			—			—			—
Translation adjustment		—		—		—			—			—			—
Equity adjustment for:
Interest rate swap		—		—		—			—			—			—
Minimum pension liability		—		—		—			—			—			—
Share issuances for compensation		—		—		1,073			11			—			—

Balance, September 30, 2004		—	$	—	$	64,333		$	644			—		$	—

~~Following~~[Additional ~~the~~columns Ball Merger, Savia owned all 30,000 outstanding shares of the Company’s Class B Common Stock. During fiscal year 1998, the Company issued 7,386 shares of Class B Common Stock for cash in the amount of $138,200. The share price of $18.71 was based on the fair market value of the Company at the time of the transaction. below]

In[Continued ~~February~~from ~~1999,~~above ~~the Company converted its convertible subordinated debt due Savia of $35~~table,~~857~~ ~~into~~first ~~1,916 shares of Class B Common Stock at $18.71 per share. As part of the Company’~~column(s) ~~recapitalization in June 1999, 6,772 shares of Old~~repeated] ~~Class B Redeemable Common Stock were effectively converted into the same number~~ ~~of shares of Class B Common Stock. Holders of the Class B Common Stock are entitled to three votes per share.~~

In the fourth quarter of fiscal year 2001, 706 shares of Class B Common Stock were converted to Class A Common Stock and in the second quarter of fiscal year 2000, 226 shares of Class B Common Stock were converted to Class A Common Stock.


						Accumulated			Total
	Additional					Other			Stock-
	Paid-in		Accumulated			Comprehensive			Holders’
	Capital		Deficit			Income (Loss)			Equity
Predecessor
Balance, September 30, 2001	$	707,816	$	(340,644	)	$	(48,054	)	$	319,718

Comprehensive Income
Net income		—		16,086			—			16,086
Translation adjustment		—		—			17,395			17,395
Equity adjustment for minimum Pension liability		—		—			(7,176	)	&nbs

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