UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) X Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended August 31, 1996 or Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 33-33305 DEKALB Genetics Corporation Savings and Investment Plan (Full title of the plan) DEKALB GENETICS CORPORATION 3100 Sycamore Road DeKalb, Illinois 60115 (Name of Issuer of the securities held pursuant to the plan and address of its principal executive office) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DEKALB Genetics Corporation (Registrant) By: Bruce P. Bickner Bruce P. Bickner Chairman and Chief Executive Officer Date: February 28, 1997 DEKALB Genetics Corporation Savings and Investment Plan Financial Statements and Supplemental Schedules As of August 31, 1996 and 1995 Together with Auditors' Report Employer Identification Number: 36-3586793 Plan Number: 002 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES August 31, 1996 and 1995 INDEX REPORT OF INDEPENDENT ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits, with Fund Information as of August 31, 1996 Statement of Net Assets Available for Plan Benefits, with Fund Information as of August 31, 1995 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Years Ended August 31, 1996 and 1995 Notes to Financial Statements SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes as of August 31, 1996 Item 27d - Schedule of Reportable Transactions for the Year Ended August 31, 1996 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the DEKALB Genetics Corporation Savings and Investment Plan We have audited the accompanying financial statements and schedules of the DEKALB Genetics Corporation Savings and Investment Plan (the "Plan") as of August 31, 1996 and 1995, and for the years then ended, as listed in the accompanying index. These financial statements and schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the net assets of the Plan as of August 31, 1996 and 1995, and changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying index, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN Chicago, Illinois February 21, 1997 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION AS OF AUGUST 31, 1996 Capital Money Fixed Preservation Equity Fund Market Fund Income Fund Fund ASSETS: Investments, at fair market value or contract value - DEKALB Genetics Corporation common stock - - - - Common stocks 63,030,501 - - - - Corporate Bond and Bond funds - - 5,820,567 4,560,286 Investment in common trust funds 3,615,114 10,041,997 437,247 257,302 U.S. Treasury bonds and notes - - 11,670,924 - Participation Accumulation Fund - - - - 13,979,818 Participation loans - - - - - ----------- ------------- --- - ----------- ------------ Total investments 66,645,615 10,041,997 17,928,738 18,797,406 ------------- --- - ---------- ------------- Receivables - Company contribution 1,239,145 163,645 276,361 190,918 Accrued interest and dividends 102,489 23,744 45,721 289 Fund transfers pending 173,993 443,376 (821,983) 203,122 ------------- --- - ---------- ------------ Total receivables 1,515,627 630,765 (499,901) 394,329 ------------- --- - ---------- ------------- Total assets 68,161,242 10,672,762 17,428,837 19,191,735 LIABILITIES Other liabilities 65,564 12,419 18,100 13,523 ------------- --- - ----------- ------------ NET ASSETS AVAIABLE FOR PLAN BENEFITS 68,095,678 10,660,343 17,410,737 19,178,212 =========== ========== =========== =========== Company Pfizer Stock Participant Stock Fund Fund Loan Fund Total ASSETS: Investments, at fair market value or contract value - DEKALB Genetics Corporation common stock 4,503,972 4,503,972 Common stocks - 120,984 - 63,151,485 Corporate Bond and Bond funds - - - - 10,380,853 Investment in common trust funds 39,804 10,379 - 14,401,843 U.S. Treasury bonds and notes - - - - 11,670,924 Participation Accumulation Fund - - - - 13,979,818 Participation loans - - - 869,412 869,412 ------------ --- - ------- ------------ ------------- Total investments 4,543,776 131,363 869,412 118,958,307 Receivables - Company contribution 363,530 - - - 2,233,599 Accrued interest and dividends 9,581 536 19 182,379 Fund transfers pending 1,492 - - - - ------------- --- - ----- ----------- ------------- Total receivables 374,603 536 19 2,415,978 ------------- --- - ----- ---------- ------------- Total assets 4,918,379 131,899 869,431 121,374,285 LIABILITIES Other liabilities 22,444 - - 16,000 148,050 ------------- --- - --------- ------------- ------------- NET ASSETS AVAIABLE FOR PLAN BENEFITS 4,895,935 131,899 853,431 121,226,235 ============ ======== ========== ============= The accompanying notes are an integral part of this financial statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION AS OF AUGUST 31, 1995 Capital Money Fixed Preservation Equity Fund Market Fund Income Fund Fund ASSETS: Investments, at fair market value or contract value - DEKALB Genetics Corporation common stock $ - $ - $ - - $ - Common stocks 54,739,420 - - - - Investment in common trust funds 970,928 11,103,790 10,048,714 6,090,972 U.S. Treasury bonds and notes - - 5,497,995 - Participation Accumulation Fund - - - - 15,356,763 Participation loans - - - - - -------------- -------------- -------- - ------ ------------- Total investments 55,710,348 11,103,790 15,546,709 21,447,735 -------------- -------------- -------- - ------ -------------- Receivables - Company contribution 530,606 89,273 144,961 148,100 Accrued interest and dividends 107,638 53,847 49,501 8,311 Fund transfers pending (453,883) 5,691 710,095 (19,794) -------------- -------------- -------- - ---- ------------ 184,361 148,811 904,557 (85,698) ------------- ----------- -------- - ---- ------------ Total assets 55,894,709 11,252,601 16,451,266 21,362,037 LIABILITIES Other liabilities 34,348 8,162 11,819 8,229 -------------- --------------- -------------- NET ASSETS AVAIABLE FOR PLAN BENEFITS $55,860,361 $11,244,439 $16,439,447 $21,353,808 ============== =========== ============ ============ Company Pfizer Stock Participant Stock Fund Fund Loan Fund Total ASSETS: Investments, at fair market value or contract value - DEKALB Genetics Corporation common stock $2,208,277 $ - - $ - Common stocks 84,135 - 54,823,555 Investment in common trust funds - 7,938 808 28,223,150 U.S. Treasury bonds and notes - - - - 5,497,995 Participation Accumulation Fund - - - - 15,356,763 Participation loans - - - 1,075,137 1,075,137 ------------- -------- - -- ----------- ------------- Total investments 2,208,277 92,073 1,075,945 107,184,877 ------------- -------- - -- ----------- ------------- Receivables - Company contribution 119,664 - - 1,032,604 Accrued interest and dividends 11,967 482 3 231,749 Fund transfers pending (19,794) - - - - ------------- -------- - -- ----------- -------------- 111,837 482 3 1,264,353 ------------- -------- - -- ----------- ------------- Total assets 2,320,114 92,555 1,075,948 108,449,230 LIABILITIES Other liabilities 11,332 - - 51,920 125,810 ------------- -------- - -- ----------- ------------- NET ASSETS AVAIABLE FOR PLAN BENEFITS $2,308,782 $ 92,555 $1,024,028 $108,323,420 ============= ========== ========== ============== The accompanying notes are an integral part of this financial statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEARS ENDED AUGUST 31, 1996 AND 1995 Fund Information ------------------------------------- -------------------------------------------- Capital Money Fixed Preservation Company Equity Fund Market Fund Income Fund Fund Stock Fund BALANCE AT AUGUST 31, 1994: $48,811,477 $11,605,812 $16,271,403 $21,218,964 $1,444,318 --------------- ----------- ----------- ------ - ----- ---------- ---------- Contributions - Company 1,246,697 215,835 338,410 320,539 270,420 Participant 2,383,334 509,329 753,866 431,653 382,949 Interest income 95,390 - 509,856 1,092,847 - Dividend income 1,123,232 - - - - - Net appreciation (depreciation) in fair value of investments 5,732,365 - 117,056 14,053 414,531 Net investment gain (loss) on common trust funds 2,285,043 699,853 1,063,830 266,901 - Distributions (4,131,029) (2,869,862) (1,650,653) (3,524,673) (183,977) Transfers (1,483,561) 1,066,866 (950,323) 1,498,535 (131,517) Participant loans distributions (281,785) (34,768) (35,694) (58,386) - Participant loan repayments 371,795 58,777 99,961 98,063 66,239 Fees and expenses (292,597) (78,265) (4,688) - - -------------- ------------ ------ - ------- -------------- ----- -- Net additions (deductions) 7,048,884 (361,373) 168,044 134,844 864,464 ------------- ------------ ------ - ------ ------------- ----------- BALANCE AT AUGUST 31, 1995 55,860,361 11,244,439 16,439,447 21,353,808 2,308,782 Contributions - Company 1,973,807 303,429 452,303 304,277 523,877 Participant 2,140,326 268,943 434,511 354,035 418,101 Interest income 191,895 - 423,805 934,348 3,277 Dividend income 1,192,639 - - - - 35,008 Net appreciation (depreciation) in fair value of investments 8,338,682 - (426,532) - 3,104,365 Net investment gain (loss) on common trust funds 547,429 612,779 754,965 221,334 - Distributions (3,748,861) (1,283,150) 1,066,614) (289,318) - Transfers 1,839,186 (483,488) 441,563 (543,352) (1,253,909) Participant loans distributions (154,330) (29,249) (33,878) (16,584) (288) Participant loan repayments 261,974 31,806 59,727 66,094 46,040 Fees and expenses (347,430) (5,166) (68,560) (3,343) - -------------- ------------ ------ - ------ -------------- ----------- Net additions (deductions) 12,235,317 (584,096) 971,290 (2,175,596) 2,587,15 ------------- ------------ ---- - ------- -------------- ----------- BALANCE AT AUGUST 31, 1995 68,095,678 10,660,343 17,410,737 19,178,212 4,895,935 ============== =========== =========== ============== ============ Fund Information ------------------------------------- ------------------------------------- Money Pfizer Stock Participant Fund Loan Fund Total BALANCE AT AUGUST 31, 1994: $ 64,438 $1,176,810 $100,593,222 --------------- ------------ ---------- ------ - ------ Contributions - Company - - 2,391,901 Participant - - 4,461,131 Interest income - 141,420 1,839,513 Dividend income 1,730 - 1,168,781 Net appreciation (depreciation) in fair value of investments 25,986 - 6,303,991 Net investment gain (loss) on common trust funds 401 - 4,316,028 Distributions - (9,663) (12,367,857) Transfers - - - - Participant loans distributions - 410,633 - - Participant loan repayments - (694,835) - - Fees and expenses - (337) (383,290) ------------ ------------ ------ - ------- Net additions (deductions) 28,117 (152,782) 7,730,198 ------------ ------------ ------ - ------ BALANCE AT AUGUST 31, 1995 92,555 1,024,028 108,323,420 Contributions - Company - - 3,557,693 Participant - - 3,615,916 Interest income - 115,169 1,668,494 Dividend income 1,465 - 1,229,112 Net appreciation (depreciation) in fair value of investments 36,830 - 11,053,345 Net investment gain (loss) on common trust funds 1,049 - 2,137,556 Distributions - (53,676) (9,934,024) Transfers - - - - Participant loans distributions - 234,329 - - Participant loan repayments - (465,641) - - Fees and expenses - (788) (425,277) ------------ ----------- ------ - ------- Net additions (deductions) 39,344 (170,597) 12,902,815 ------------ ------------- ---- - ------- BALANCE AT AUGUST 31, 1995 131,899 853,431 121,226,235 ============ ============ ============= The accompanying notes are an integral part of this financial statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Contributions: Contributions to DEKALB Genetics Corporation Savings and Investment Plan (the "Plan") from participants are recorded on an accrual basis and are deposited directly in the appropriate fund on a bi-weekly basis. Contributions made by DEKALB Genetics Corporation (the "Company") are accrued on the basis of participants' contributions and are made quarterly. Investments Valuation: Investments in securities (U.S. Treasury bonds and notes, corporate bond and bond investment funds, and common stocks) traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan's year; securities in collective short-term investment funds and money market funds are stated at fair value as determined by the Trustee of such funds. The capital preservation fund is valued at contract value. Withdrawals, Transfers and Forfeitures: Withdrawals of participant and employer contributions can be made subject to certain specified restrictions and tax consequences. Participants may elect to transfer all or part of their balance of funds to other funds as the Plan allows on a quarterly basis. Transfers between the capital preservation fund and the money market funds are prohibited as are transfers of participant balances to the company stock fund. Amounts forfeited by participants, as described in Note 2, are applied to reduce amounts that the Company is required to contribute to the Plan. Reconciliation to Form 5500 As of August 31, 1996 and 1995, the Plan had approximately $5,036,028 and $3,703,760, respectively, of pending distributions to participants who elected to withdraw from the operation and earnings of the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for plan benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by the Company for the years ended August 31, 1996 and 1995. Net Assets Available for Plan Benefits Benefits August 31 Payable to Benefits -------------------- ---------------- Participants Paid 1996 1995 Per financial statements $ - 9,934,024 121,226,234 $108,323,420 Accrued benefit payments 5,036,028 5,036,028 (5,036,028) (3,703,760) Reversal of 1995 accrual for benefit payments - - - - ---------- ---------- ----------- ----- ------- Per Form 5500 5,036,028 14,970,052 116,190,206 $104,619,660 ========== ========== =========== ============ DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Other: Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments are recorded as earned on an accrual basis. The Plan presents, in the statements of changes in net assets available for plan benefits, the net appreciation (depreciation) in fair value of its investments which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. Trustee fees and investment management fees were paid by the Plan in 1996 and 1995. All other administrative fees are paid by the Company. 2. PLAN DESCRIPTION: The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan, which was established effective September 1, 1982, is defined contribution plan covering substantially all employees of the Company and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. All monies received by the Trustee of the Plan are invested at the direction of the participants in accordance with the terms of the Trust Agreement. Participant contributions (from 1% to 15% of covered compensation) are invested in the equity fund, money market fund, fixed income fund, capital preservation fund or Company common stock fund maintained by the Trustee. Company contributions (50% matching of participant contributions from 1% to 6% of covered compensation) are invested in the various funds in proportion to the participants' investment in such funds. The Company may elect to contribute an additional amount at the discretion of the Board of Directors. Effective September 1, 1995, the Plan was amended to provide for a guaranteed Company contribution to the Plan equal to 1% of payroll for all employees eligible to participate in the Plan. Contributions from participants are credited directly to their account in each fund. Employee contributions are invested in multiples of 10%. Transfers of account balances must be in whole percentages. Rollovers from prior qualified plans are invested at the employee's discretion. Company matching contributions and any discretionary Company matching contributions are invested in the investment funds in the same proportions as the participant employee's pretax contributions. A participant may change his investment direction with respect to his current account and future contributions no more than four times per year (March 1, June 1, September 1 and December 1 of each year) by giving the Plan's administrative committee written notice in the prescribed form. Changes in investment direction of the current account balance will become effective as of the first day in the next Plan quarter. Changes in investment direction of future contributions become effective as of the first payroll pay day in the next Plan quarter. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 2. PLAN DESCRIPTION, CONTINUED: There are currently five investment funds available to participants. These five funds are described briefly below: (a) Equity fund. The equity fund is a pooled fund invested primarily in common stocks. There are no guarantees with respect to principal or investment return. (b) Money market fund. The money market fund is a pooled fund maintained and managed by the Trustee that is invested in short term debt securities such as commercial paper and certificates of deposit. There are no guarantees with respect to principal or investment return. (c) Fixed income fund. The fixed income fund is a pooled fund invested primarily in corporate and government bonds of intermediate, (e.g., five to seven year) term. There are no guarantees with respect to principal or investment return. (d) Capital preservation fund. The capital preservation fund is underwritten by the Aetna Insurance Company. The underlying investments are medium-term debt securities with an average investment life of four to five years. The investment portfolio includes commercial paper, medium-term bonds and private debt placements. The investments in the fund are valued at contract value. There are no guarantees with respect to payment of income or principal. (e) Company common stock fund. The Company common stock fund enables participants to purchase DEKALB Genetics Corporation Class A Common Stock. The per share purchase price equals the average of the per share closing price of Class B Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System/National Market System (NASDAQ/NMS) on the last ten trading days prior to the date of purchase. The Board of Directors has authorized up to 100,000 shares of Class A Common Stock as available for purchase by the Plan. There are no guarantees with respect to principal or investment return. A sixth fund, the Pfizer stock fund, was created solely for the purpose of holding common stock of Pfizer, Inc. received by the Plan through employee rollover contributions. No additional contributions may be made to this fund. A seventh fund, the participant loan fund, was created for the purpose of recording participant loans and related activity. Interest on these loans is accumulated at prime plus one percent, determined at the date the loan is granted. Participants may apply for a loan from the Plan. The total loan amount is limited to the lesser of $50,000 or one half of the participant's vested account balance. Loan repayments are made by the participant through payroll deductions. The minimum loan amount is $1,000 and only one loan per Plan year to a participant is allowed. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 2. PLAN DESCRIPTION, CONTINUED: At August 31, 1996 and 1995, there were 1,560 and 1,397 participants, respectively some of whom elected to invest in more than one fund. Set forth below is the number of participants investing in each fund. August 31 1996 1995 Equity Fund 1,447 1,274 Money Market Fund 683 621 Fixed Income Fund 942 835 Capital Preservation Fund 613 564 Company Stock Fund 736 575 Pfizer Stock Fund 2 2 ==== ==== A participant is at all times fully vested in his employee contribution account. His employer contribution account vests at the rate of 20% per year. Termination of employment before the completion of five (5) years of service will result in forfeitures from the employer contribution account unless such termination is due to the participant's attainment of age 65 or death or disability. Distributions from the Plan are paid in cash as a lump sum; provided, however, that distributions from the Company common stock fund may, at the participant's election, be received in either whole shares of DEKALB Genetics Corporation Class A Common Stock or cash. If the Plan is terminated, the interests of all participants or their beneficiaries shall be fully vested and nonforfeitable and participants shall be entitled to a distribution of their accrual balances. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 3. INVESTMENTS: Individual investments (at fair value or contract value) representing five percent or more of net assets available for plan benefits in 1996 and 1995 are summarized as follows: Description 1996 1995 Harris Bank Common Stock Fund $15,447,645 $11,616,458 Harris Bank Collective Short Term Investment Fund - 14,165,779 Citibank Liquid Reserve Fund 9,974,392 - Harris Bank Collective Marketable Bond Fund 11,670,924 9,778,000 Participation Accumulation Fund $13,858,294 $15,356,763 ========= ========= 4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS: The Plan's investments (including investments bought and sold, as well as held, during the year) appreciated in value $11,053,345 and $6,303,991 for the years ended August 31, 1996 and 1995, respectively, summarized as follows: 1996 1995 DEKALB Genetics Corporation Common Stock$ 3,104,365 $ 414,531 Common Stocks 8,375,513 5,758,351 U.S. Treasury bonds and notes (426,533) 117,056 Guaranteed Investment contract - 14,053 $11,053,345 $6,303,991 5. TAX STATUS: The Plan obtained its latest determination letter dated April 28, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF AUGUST 31, 1996 (Employer Identification #36-3586793, Plan #002) Description of Investment, Including Maturity Date, Identity of Issue, Rate of Interest, Borrower, Lessor or Collateral, Par or Historical Market Similar Party Maturity Value Cost Value *DEKALB Genetics Corp. Common Stock, 136,484 shares $1,679,451 $4,503,972 --- - ---------- ------------- COMMON STOCKS: Avon Products Inc. Common Stock, 26,000 shares 764,918 1,244,750 Boeing Company Common Stock, 9,000 shares 339,253 814,500 Bristol Meyers & Co. Squibb Company Common Stock, 21,000 shares 1,536,762 1,842,750 Burlington Resources Inc. Common Stock, 33,000 shares 1,238,762 1,406,625 Cooper Industries Common Stock, 23,000 shares 899,022 931,500 Cooper Tire & Rubber Co. Common Stock, 30,200 shares 713,670 588,900 Corning, Incorporated Common Stock, 45,000 shares 1,318,967 1,676,250 Donnelley R.R. Sons Common Stock, 21,000 shares 745,448 685,125 Dover Corp. Common Stock, 38,000 shares 801,620 1,667,250 Eastman Chemical Co. Common Stock, 15,000 shares 997,225 838,125 Eaton Corp. Common Stock, 17,000 shares 927,709 941,375 Excel Limited Common Stock, 28,000 shares 583,167 938,000 Exxon Corp. Common Stock, 20,000 shares 1,053,122 1,630,000 Genuine Parts Co. Common Stock, 30,000 shares 889,427 1,286,250 Grainger W W Inc. Common Stock, 18,000 shares 1,104,665 1,215,000 Hasbro Inc. Common Stock, 30,000 shares 1,031,506 1,102,500 International Business Machines Corp. Common Stock, 13,000 shares 1,358,925 1,486,875 International Flavor & Fragrances Common Stock, 16,000 shares 769,496 688,000 Marsh & McLennan Cos. Inc. Common Stock, 22,000 shares 1,628,210 2,046,000 MBIA Inc. Common Stock, 17,000 shares 1,023,910 1,385,500 McCormick & Co., Inc. Common Stock, 43,000 shares 903,288 881,500 McGraw-Hill Companies Inc. Common Stock, 31,000 shares 1,283,107 1,271,000 Motorola Inc. Common Stock, 15,000 shares 790,366 800,625 Pfizer, Inc. Common Stock, 1,704 shares 55,806 120,984 Pitney Bowes Inc. Common Stock, 20,000 shares 906,361 965,000 Raytheon Company Common Stock, 42,000 shares 1,049,583 2,163,000 Readers Digest Assn., Inc. Common Stock, 48,000 shares 1,969,969 1,938,000 Royal Dutch Petroleum Co. N.Y. Common Stock, 14,000 shares 1,144,066 2,091,250 Schering-Plough Corp. Common Stock, 39,000 shares 1,235,166 2,179,125 Service Corp International Common Stock, 13,000 shares 340,401 732,875 Sherwin Williams Company Common Stock, 33,000 shares 1,069,323 1,443,750 State Street Boston Corporation Common Stock, 40,000 shares 1,329,180 2,165,000 Union Camp Corp. Common Stock, 27,000 shares 1,119,413 1,309,500 Wachovia Corp Common Stock, 21,000 shares 756,564 960,750 Description of Investment, Including Maturity Date, Identity of Issue, Rate of Interest, Borrower, Lessor or Collateral, Par or Historical Market Similar Party Maturity Value Cost Value Common Stock (continued) - Whitman Corporation Common Stock, 45,000 shares 720,647 1,006,875 *Harris Bank Common Stock Fund Common Stock, 865,108 shares 8,733,694 15,447,645 *Harris Bank Special Capital Fund Common Stock,78,770 shares 1,490,045 1,946,874 *Harris Special Capital Liquidating Account Common Stock, 239,073 shares 4,688,063 4,560,286 *Harris Bank Convertible Funds Common Stock, 52,415 shares 1,089,050 1,312,457 ------- - -------- ------------- Total Common Stocks 50,400,045 67,711,771 ------- - -------- ------------- *Harris Bank Marketable Bond Fund Common Stock, 575,757 shares 11,407,496 11,670,924 *LIQUID RESERVE FUND -- Citibank Commingled Employee Benefit Trust 14,531,170 14,531,170 ------- - -------- ------------- Description of Investment, Including Maturity Date, Identity of Issue, Rate of Interest, Borrower, Lessor or Collateral, Par or Historical Market Similar Party Maturity Value Cost Value U.S. TREASURY BONDS AND NOTES: U.S. Treasury note $1,000,000 par, 5.875%, due 02/15/2004 $967,031 $941,720 U.S. Treasury note $300,000 par, 8.50%, due 02/15/2000 340,875 317,157 U.S. Treasury note $500,000 par, 7.50%, due 05/15/2002 501,406 517,345 U.S. Treasury note $200,000 par, 9.250%, due 08/15/1998 199,313 210,532 U.S. Treasury note $300,000 par, 8.875%, due 11/15/1997 303,000 309,375 U.S. Treasury note $600,000 par, 5.625%, due 02/15/2006 547,969 548,064 U.S. Treasury bond $500,000 par, 7.625%, due 02/15/2007 504,766 512,500 U.S. Treasury bond $600,000 par, 10.750%, due 02/15/2003 669,750 720,372 U.S. Treasury bond $400,000 par, 8.250%, due 05/15/2005 370,750 416,564 U.S. Treasury bond $600,000 par, 9.375%, due 02/15/2006 609,105 700,218 U.S. Treasury note $400,000 par, 7.750%, due 02/15/2001 412,938 415,876 U.S. Treasury note $200,000 par, 8.875%, due 02/15/1999 195,000 210,844 Total U.S. Treasury Bonds and Notes 5,621,902 5,820,567 ---------------- -------------- Aetna Participant Accumulations Fund #DC-13591 13,858,294 13,858,294 --------------- -------------- Plan participants Participant loans, with interest rates from 7% to 12.5% - 861,609 ------------- ------------ $97,498,189 $118,958,307 ========= ========== * Party in interest. The accompanying notes are an integral part of this schedule. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS For The Year Ended August 31, 1996 (Employer Identification #36-3586793, Plan #002) Current Description of Number of Purchase Selling Cost of Value Net Gain Identity of Party Assets Transactions Price Price Asset of Asset or Loss *Citibank, N.A. Collective Investments Fund 153 18,271,873 - 18,271,873 - - 40 - 3,740,702 3,740,702 - - === ========= ========= ========== === === *Party-in-interest transaction. The accompanying notes are an integral part of this schedule. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in the Form 11-K, into the Company's previously filed Registration Statement File No. 33-33305. Arthur Andersen LLP Chicago, Illinois February 21, 1997