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, 1997 AND 1996 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, 1997 AND 1996 INDEX REPORT OF INDEPENDENT ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits, With Fund Information, as of August 31, 1997 Statement of Net Assets Available for Benefits, With Fund Information, as of August 31, 1996 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended August 31, 1997 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended August 31, 1996 NOTES TO FINANCIAL STATEMENTS SUPPLEMENTAL SCHEDULES: Item 27a--Schedule of Assets Held for Investment Purposes as of August 31, 1997 Item 27d--Schedule of Reportable Transactions for the Year Ended August 31, 1997 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, 1997 and 1996, 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 audits provide 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, 1997 and 1996, and changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were 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 benefits and changes in net assets available for benefits is presented for -- 2 purposes of additional analysis rather than to present net assets available for benefits and changes in net assets available for 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. Chicago, Illinois February 10, 1998 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF AUGUST 31, 1997 Table 1 of 2 FUND INFORMATION MONEY FIXED EQUITY MARKET INCOME FUND FUND FUND ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corporation common stock $ 0 $ 0 $ 0 Common stocks 56,160,636 0 0 Mutual funds 29,231,852 0 13,796,505 Short-term fixed 5,739,040 9,322,630 908,961 income fund U.S. Treasury bonds 0 0 2,903,592 and notes Participation accumulation fund 0 0 0 Participant loans 0 0 0 Total 91,131,528 9,322,630 17,609,058 investments -- 3 Receivables- Company contribution 954,928 148,399 183,424 Accrued interest and 111,439 23,318 26,947 dividends Fund transfers pending 246,241 (114,187) (2,919) Total 1,312,608 57,530 207,452 receivables Total assets 92,444,136 9,380,160 17,816,510 LIABILITIES: Due to brokers (828,815) 0 0 Other liabilities (113,700) (19,977) (25,118) Total (942,515) (19,977) (25,118) liabilities NET ASSETS AVAILABLE FOR BENEFITS $91,501,621 $9,360,183 $17,791,392 Table 2 of 2 FUND INFORMATION CAPITAL COMPANY PFIZER PRESERVATION STOCK STOCK PARTICIPANT FUND FUND FUND LOAN FUND TOTAL ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corporation common stock $ 0 $13,100,316 $ 0 $ 0 $ 13,100,316 Common stocks 0 0 188,933 0 56,349,569 Mutual funds 5,316,998 0 0 0 48,345,355 Short-term fixed income 1,059,949 98,668 44,157 0 17,173,405 fund U.S. Treasury bonds and 0 0 0 0 2,903,592 notes Participation accumulation fund 12,360,445 0 0 0 12,360,445 Participant loans 0 0 0 1,012,920 1,012,920 Total investments 18,737,392 13,198,984 233,090 1,012,920 151,245,602 Receivables- Company contribution 119,227 1,347,572 0 0 2,753,550 Accrued interest and 2,621 388 689 30 165,432 dividends -- 3 Fund transfers pending (124,493) (4,642) 0 0 0 Total receivables (2,645) 1,343,318 689 30 2,918,982 Total assets 18,734,747 14,542,302 233,779 1,012,950 154,164,584 LIABILITIES: Due to brokers 0 0 0 0 (828,815) Other liabilities (17,542) (72,004) 0 (16,000) (264,341) Total liabilities (17,542) (72,004) 0 (16,000) (1,093,156) NET ASSETS AVAILABLE FOR BENEFITS $18,717,205 $14,470,298 $233,779 $ 996,950 $153,071,428 The accompanying notes are an integral part of this statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF AUGUST 31, 1996 Table 1 of 2 FUND INFORMATION MONEY FIXED EQUITY MARKET INCOME FUND FUND FUND ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corporation common stock $ 0 $ 0 $ 0 Common stocks 63,030,501 0 0 Corporate Bond and Bond funds 0 0 5,820,567 Investment in common trust funds 3,615,114 10,041,997 437,247 U.S. Treasury bonds and notes 0 0 11,670,924 Participation Accumulation Fund 0 0 0 Participant loans 0 0 0 Total 66,645,615 10,041,997 17,928,738 investments -- 3 Receivables- Company contribution 1,239,145 163,645 276,361 Accrued interest and 102,489 23,744 45,721 dividends Fund transfers pending 173,993 443,376 (821,983) Total 1,515,627 630,765 (499,901) receivables Total assets 68,161,242 10,672,762 17,428,837 LIABILITIES: Other liabilities 65,564 12,419 18,100 NET ASSETS AVAILABLE FOR BENEFITS $68,095,678 $10,660,343 $17,410,737 Table 2 of 2 CAPITAL COMPANY PFIZER PRESERVATION STOCK STOCK PARTICIPANT FUND FUND FUND LOAN FUND TOTAL ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corporation common stock $ 0 $4,503,972 $ 0 $ 0 $ 4,503,972 Common stocks 0 0 120,984 0 63,151,485 Corporate Bond and Bond funds 4,560,286 0 0 0 10,380,853 Investment in common trust funds 257,302 39,804 10,379 0 14,401,843 U.S. Treasury bonds and notes 0 0 0 0 11,670,924 Participation Accumulation Fund 13,979,818 0 0 0 13,979,818 Participant loans 0 0 0 869,412 869,412 Total investments 18,797,406 4,543,776 131,363 869,412 118,958,307 Receivables- Company contribution 190,918 363,530 0 0 2,233,599 Accrued interest and dividends 289 9,581 536 19 182,379 Fund transfers pending 203,122 1,492 0 0 0 -- 3 Total receivables 394,329 374,603 536 19 2,415,978 Total assets 19,191,735 4,918,379 131,899 869,431 121,374,285 LIABILITIES: Other liabilities 13,523 22,444 0 16,000 148,050 NET ASSETS AVAILABLE FOR BENEFITS $19,178,212 $4,895,935 $131,899 $853,431 $121,226,235 E> The accompanying notes are an integral part of this statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED AUGUST 31, 1997 Table 1 of 2 FUND INFORMATION MONEY FIXED EQUITY MARKET INCOME FUND FUND FUND $68,095,678 $10,660,343 $17,410,737 BALANCE AT AUGUST 31, 1996 Contributions- Company 1,908,644 322,528 361,185 Participant 2,877,422 335,021 506,847 Interest income 242,769 562,457 346,861 Dividend income 1,678,304 0 592,211 Net appreciation in fair value of investments 24,928,089 0 799,677 Distributions (7,241,211) (2,403,486) (2,107,374) Transfers (550,212) (93,508) (38,009) Participant loan distributions 0 0 0 Participant loan repayments 0 0 0 Fees and expenses (437,862) (23,172) (80,743) Net additions (deductions) 23,405,943 (1,300,160) 380,655 -- 2 BALANCE AT AUGUST 31, 1997 $91,501,621 $ 9,360,183 $17,791,392 Table 2 of 2 FUND INFORMATION CAPITAL COMPANY PFIZER PRESERVATION STOCK STOCK PARTICIPANT FUND FUND FUND LOAN FUND TOTAL BALANCE AT AUGUST 31, 1996 $19,178,212 $4,895,935 $131,899 $ 853,431 $121,226,235 Contributions- Company 230,923 1,787,298 0 0 4,610,578 Participant 368,782 707,646 0 0 4,795,718 Interest income 842,463 (6,928) 1,168 37,600 2,026,390 Dividend income 297,903 42,586 2,181 0 2,613,185 Net appreciation in fair value of investments (1,192) 7,358,642 98,531 0 33,183,747 Distributions (2,639,418) (232,678) 0 (343,004) (14,967,171) Transfers 445,213 (80,206) 0 316,722 0 Participant loan distributions 0 0 0 406,400 406,400 Participant loan repayments 0 0 0 (274,199) (274,199) Fees and expenses (5,681) (1,997) 0 0 (549,455) Net additions (deductions) (461,007) 9,574,363 101,880 143,519 31,845,193 BALANCE AT AUGUST 31, 1997 $18,717,205 $14,470,298 $233,779 $ 996,950 $153,071,428 The accompanying notes are an integral part of this statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED AUGUST 31, 1996 Table 1 of 2 FUND INFORMATION MONEY FIXED EQUITY MARKET INCOME FUND FUND FUND BALANCE AT AUGUST 31, $55,860,361 $11,244,439 $16,439,447 1995 Contributions- Company 1,973,807 303,429 452,303 Participant 2,140,326 268,943 434,511 Interest income 191,895 0 423,805 Dividend income 1,192,639 0 0 Net appreciation in fair value of 8,338,682 0 (426,532) investments Net investment gain on common trust 547,429 612,779 754,965 funds Distributions (3,748,861) (1,283,150) (1,066,614) Transfers 1,839,186 (483,488) 441,563 Participant loan (154,330) (29,249) (33,878) -- 3 distributions Participant loan 261,974 31,806 59,727 repayments Fees and expenses (347,430) (5,166) (68,560) Net additions (deductions) 12,235,317 (584,096) 971,290 BALANCE AT AUGUST 31, $68,095,678 $10,660,343 $17,410,737 1996 The accompanying notes are an integral part of this statement. < CAPTION> Table 2 of 2 FUND INFORMATION CAPITAL COMPANY PFIZER PRESERVATION STOCK STOCK PARTICIPANT FUND FUND FUND LOAN FUND TOTAL BALANCE AT AUGUST 31, 1995 $21,353,808 $2,308,782 $ 92,555 $ 1,024,028 $108,323,420 Contributions- Company 304,277 523,877 0 0 3,557,693 Participant 354,035 418,101 0 0 3,615,916 Interest income 934,348 3,277 0 115,169 1,668,494 Dividend income 0 35,008 1,465 0 1,229,112 Net appreciation in fair value of investments 0 3,104,365 36,830 0 11,053,345 Net investment gain on common trust funds 221,334 0 1,049 0 2,137,556 Distributions (3,492,405) (289,318) 0 (53,676) (9,934,024) Transfers (543,352) (1,253,909) 0 0 0 Participant loan (16,584) (288) 0 234,329 0 distributions Participant loan repayments 66,094 46,040 0 (465,641) 0 Fees and expenses (3,343) 0 0 (778) (425,277) Net additions (deductions) (2,175,596) 2,587,153 39,344 (170,597) 12,902,815 -- 3 BALANCE AT AUGUST 31, 1996 $19,178,212 $4,895,935 $131,899 $ 853,431 $121,226,235 The accompanying notes are an integral part of this statement. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS AUGUST 31, 1997 AND 1996 1. 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. GENERAL The Plan, which was established effective September 1, 1982, is a 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 (``ERISA'), as amended. CONTRIBUTIONS 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. Effective September 1, 1996, the Company increased the compensation-based contribution from 1% of pay to 2% of pay. -- 3 VESTING 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. FORFEITED ACCOUNTS Termination of employment before the completion of five 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. Forfeited nonvested accounts will be used to reduce Company contributions. BENEFITS Distributions from the Plan are paid in cash as a lump sum provided 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. INVESTMENT OPTIONS 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 -- 4 next Plan quarter. Changes in investment direction of future contributions become effective as of the first payroll pay date in the next Plan quarter. There are currently five investment funds available to participants. These five funds are described briefly below: 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. 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 a commercial paper and certificates of deposit. There are no guarantees with respect to principal or investment return. 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 years) term. There are no guarantees with respect to principal or investment return. 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. 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 -- 5 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 the prime rate plus 1%, determined at the date the loan is granted. LOANS TO PARTICIPANTS 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. 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 biweekly basis. -- 6 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 AND TRANSFERS 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. INCOME RECOGNITION 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. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS The Plan presents, in the statements of changes in net assets available for 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. ADMINISTRATIVE EXPENSES Trustee fees and investment management fees were paid by the Plan in 1997 and 1996. All other administrative fees are paid by the Company. -- 7 3. INVESTMENTS Individual investments (at fair value or contract value) representing 5% or more of net assets available for benefits in 1997 and 1996 are summarized as follows: DESCRIPTION 1997 1996 Harris Bank Common Stock Fund $22,932,664 $15,447,645 Citibank Liquid Reserve Fund 9,322,630 9,974,392 Harris Bank Collective Marketable Bond Fund 13,796,505 11,670,924 Aetna Fixed Income Contract 12,360,445 13,858,294 DEKALB Genetics Corporation 13,100,316 0 stock The Plan's investments (including investments bought and sold, as well as held, during the year) appreciated in value $33,183,747 and $11,053,345 for the years ended August 31, 1997 and 1996, respectively, summarized as follows: 1997 1996 DEKALB Genetics Corporation common stock $ 7,358,642 $ 3,104,365 Common stocks 25,026,620 8,375,512 U.S. Treasury bonds and 799,677 (426,532) notes Participation Accumulation (1,192) 0 Fund $33,183,747 $11,053,345 4.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. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their account balances. 6. RECONCILIATION TO FORM 5500 As of August 31, 1997 and 1996, the Plan had approximately $6,318,267 and $2,914,312, 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, 1997 and 1996: NET ASSETS AVAILABLE BENEFITS FOR PLAN BENEFITS, PAYABLE TO BENEFITS AUGUST 31 PARTICIPANTS PAID 1997 1996 Per financial $ 0 $14,967,171 $153,071,428 $121,226,235 statements Accrued benefit payments 6,318,267 6,318,267 (6,318,267) (2,914,312) Reversal of 1996 accrual for benefit 0 (2,914,312) 0 0 payments Per Form 5500 $6,318,267 $18,371,126 $146,753,161 $118,311,923 7. SUBSEQUENT EVENT On January 1, 1998, the Plan changed trustees from Citibank, N.A. to T. Rowe Price Trust Company. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF AUGUST 31, 1997 (EMPLOYER IDENTIFICATION NUMBER 36-3586793, PLAN NUMBER 002) DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST MARKET *DEKALB Genetics Corp. Common stock, 333,766 shares $ 13,100,316 $ 13,100,316 Common Stock- AMP Incorporated Common stock, 35,000 shares 1,274,454 1,750,000 Anheuser Busch Common stock, 29,000 shares 1,276,735 1,236,125 Boeing Company Common stock, 10,000 shares 188,474 545,000 Bristol Meyers & Co. Squibb Company Common stock, 16,000 shares 814,467 1,216,000 Burlington Resources, Inc. Common stock, 56,000 shares 2,282,636 2,838,528 Corning, Incorporated Common stock, 15,000 shares 365,574 793,125 Dana Corporation Common stock, 33,000 shares 1,028,290 1,520,079 Dover Corp. Common stock, 40,000 shares 1,016,494 2,762,520 Eastman Chemical Company Common stock, 15,000 shares 997,225 897,195 Eaton Corporation Common stock, 13,000 shares 709,424 1,170,819 Exel Limited Common stock, 28,000 shares 583,167 1,536,500 Exxon Corp. Common stock, 32,000 shares 842,497 1,958,016 Flour Corporation Common stock, 24,600 shares 1,292,905 1,380,675 Genuine Parts Co. Common stock, 60,000 shares 1,328,568 1,852,500 General Signal Corp. Common stock, 14,000 shares 560,696 607,250 Grainger WW Incorporated Common stock, 18,000 shares 1,104,665 1,598,634 Hasbro Incorporated Common stock, 59,000 shares 1,413,706 1,585,625 Hercules Incorporated Common stock, 20,000 shares 813,601 1,033,760 Int'l Flavor & Frangrances Common stock, 16,000 shares 769,496 818,000 International Business Machines Corp. -2- DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST MARKET Common stock, 18,000 shares 990,740 1,824,750 Marsh & McLennan Co's Inc. Common stock, 38,000 shares 1,406,182 2,593,500 MBIA Inc. Common stock, 13,000 shares 782,990 1,472,250 McGraw-Hill Companies, Inc. Common stock, 31,000 shares 1,283,107 1,900,703 National Service Industries Common stock, 15,000 shares 583,896 663,750 Pall Corporation Common stock, 43,000 shares 1,035,635 1,018,584 Pitney Bowes, Inc. Common stock, 20,000 shares 906,361 1,527,500 Pfizer, Inc. Common stock, 3,408 shares 55,806 188,933 Raytheon Company Common stock, 35,000 shares 874,652 1,925,000 Common Stock (continued)- Royal Dutch Petroleum Co. N.Y. Common stock, 48,000 shares $ 980,628 $ 2,436,000 Rubbermaid Incorported Common stock, 55,000 shares 1,290,423 1,375,000 Schering-Plough Corp. Common stock, 25,000 shares 395,886 1,200,000 Service Corp. International Common stock, 48,900 shares 1,115,673 1,564,800 Sherwin Williams Co. Common stock, 77,000 shares 1,468,148 2,112,726 State Street Boston Corporation Common stock, 33,000 shares 548,287 1,645,875 UST Incorporated Common stock, 34,000 shares 965,579 981,750 Wachovia Corporation Common stock, 15,000 shares 540,403 933,750 Whitman Corporation Common stock, 69,000 shares 1,293,479 1,694,847 Xerox Corporation Common stock, 29,000 shares 1,393,853 2,189,500 Total Common Stock 36,574,802 56,349,569 Harris Trust & Savings Bank Mutual Funds- -3- DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST MARKET *Common Stock Fund Common stock, 879,421 shares 9,375,669 22,932,664 *Small Capital Value Fund Common stock, 86,570 shares 2,449,438 2,929,524 *Convertible Funds Common stock, 57,299 shares 1,670,962 1,822,684 *International Fund Common stock, 98,283 shares 1,602,779 1,546,980 *Enhanced Liquidity Fund Common Trust Fund, 261,648 shares 5,425,592 5,316,998 *Marketable Bond Fund Common Trust Fund, 615,743 shares 12,844,707 13,796,505 *Short-term Investment Fund Money Market 17,173,405 17,173,405 Total Collective Investment Funds 50,542,552 65,518,760 U.S. Treasury bonds and notes: U.S. Treasury note $300,000 par, 8.25%, due 5/15/05 278,063 314,532 U.S. Treasury note $200,000 par, 8,875%, due 2/15/99 195,000 208,156 U.S. Treasury note $50,000 par, 8.875%, due 11/15/97 50,500 50,313 U.S. Treasury note $200,000 par, 8.5%, due 2/15/00 227,250 210,968 U.S. Treasury note $400,000 par, 7.5%, due 5/15/02 401,125 420,500 U.S. Treasury note $500,000 par, 5.875%, due 2/15/04 -4- DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST MARKET 483,516 488,905 U.S. Treasury bond $400,000 par, 7.625%, due 2/15/07 403,812 418,124 U.S. Treasury bond $400,000 par, 9.375%, due 2/15/06 $ 406,069 $ 477,376 U.S. Treasury bond $300,000 par, 7.75%, due 2/15/01 309,703 314,718 Total U.S. Treasury bonds and notes 2,755,038 2,903,592 Aetna Participant Accumulation Fund #DC- 13591 12,360,445 12,360,445 Plan participants Participant loans, with interest rates from 7% to 12.5% 0 1,012,920 $115,333,153 $151,245,602 * 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, 1997 (EMPLOYER IDENTIFICATION NUMBER 36-3586793, PLAN NUMBER 002) CURRENT NET IDENTITY DESCRIPTION NUMBER OF PURCHASE SELLING COST VALUE GAIN OF PARTY OF ASSETS TRANSACTIONS PRICE PRICE OF ASSET OF ASSET OR LOSS *Citibank, N.A. Liquid Reserve 554 $33,323,56 $ $33,323,56 $33,323,56 $0 Fund 6 0 6 6 269 0 30,671,081 30,671,081 30,671,081 0 *Party-in-interest transaction.