DEKALB Genetics Corporation Savings and Investment Plan Financial Statements and Supplemental Schedules As of August 31, 1998 and 1997 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, 1998 and 1997 INDEX REPORT OF INDEPENDENT ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Benefits, With Fund Information, as of August 31, 1998 Statement of Net Assets Available for Benefits, With Fund Information, as of August 31, 1997 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended August 31, 1998 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Year Ended August 31, 1997 NOTES TO FINANCIAL STATEMENTS SUPPLEMENTAL SCHEDULES: Item 27a--Schedule of Assets Held for Investment Purposes as of August 31, 1998 Item 27d--Schedule of Reportable Transactions for the Year Ended August 31, 1998 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, 1998 and 1997, 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, 1998 and 1997, 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 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 24, 1999 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION As of August 31, 1998 Part 1 of 2 Fund Information _______________________________________________________________________ ______________ Summit DEKALB Blue Chip Equity Cash Spectrum Stable Growth Income Reserves Income Value DEKALB Fund Fund Fund Fund Fund Stock Fund __________ ___________ ___________ ___________ ___________ ___________ __ _ _ _ _ _ ASSETS: Investments, at fair market value--Pooled Equity Funds $36,129,36 $46,473,336 $10,515,812 $18,413,642 $18,537,533 $29,585,303 8 Company contribution receivable 77,989 88,139 25,746 14,225 0 82,965 ___________ ___________ ___________ ___________ ___________ __________ _ _ _ _ _ __ NET ASSETS AVAILABLE FOR BENEFITS $36,212,33 $46,551,325 $10,603,951 $18,439,388 $18,551,758 $29,585,303 3 =========== =========== =========== =========== =========== ========== = = = = = == 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, 1998 Part 2 of 2 Fund Information ___________________________________________________________ ____________ New Equity Pfizer Internation Horizons Index Stock Loan al Stock Fund Fund Trust Fund Fund Total ___________ __________ __________ __________ __________ __________ __ __ __ __ __ __ ASSETS: Investments, at fair market value--Pooled Equity Funds $ 846,255 $ $ $ $ $166,878,1 888,080 3,846,675 316,479 1,325,706 89 Company contribution receivable 7,237 ___________ 11,647 25,423 0 0 333,371 __ __________ __________ __________ __________ __________ __ __ __ __ __ NET ASSETS AVAILABLE FOR $ 853,492 $ $ $ $ $167,211,5 BENEFITS =========== 899,727 3,872,098 316,479 1,325,706 60 == ========== ========== ========== ========== ========== == == == == == The accompanying notes are an integral part of this statement. [CAPTION] DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION As of August 31, 1997 Part 1 of 2 FUND INFORMATION ______________________________________________________ ___________ Money Fixed Capital Equity Market Income Preservation Fund Fund Fund Fund ____________ ____________ ____________ ____________ ______ _____ _____ _____ ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corp. common stock $ $ 0 $ 0 $ 0 0 Common stocks 0 0 0 56,160,636 Mutual funds 0 13,796,505 5,316,998 29,231,852 Short-term fixed income 9,322,630 908,961 1,059,949 fund 5,739,040 U.S. Treasury bonds and 0 2,903,592 0 notes 0 Participation accumulation fund 0 0 12,360,445 0 0 0 0 Participant loans 0 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total investments 9,322,630 17,609,058 18,737,392 91,131,528 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Receivables- Company contribution 148,399 183,424 119,227 954,928 Accrued interest and 23,318 26,947 2,621 dividends 111,439 Fund transfers pending 246,241 (114,187) (2,919) (124,493) ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total receivables 57,530 207,452 1,312,608 ____________ ____________ (2,645) ____________ ___ ___ ____________ ___ ___ Total assets 9,380,160 17,816,510 18,734,747 92,444,136 ____________ ____________ ____________ ____________ ___ ___ ___ ___ LIABILITIES: Due to brokers 0 0 0 (828,815) Other liabilities (113,700) (19,977) (25,118) (17,542) ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total liabilities (942,515) (19,977) (25,118) (17,542) ____________ ____________ ____________ ____________ ___ ___ ___ ___ NET ASSETS AVAILABLE FOR BENEFITS $ $ 9,360,183 $ 17,791,392 $ 18,717,205 91,501,621 ============ ============ ============ ============ === === === === 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, 1997 Part 2 of 2 Fund Information ______________________________________________________ __________ Company Pfizer Stock Stock Participant Fund Fund Loan Fund Total _____________ ____________ ____________ ____________ _____ _____ _____ _____ ASSETS: Investments, at fair market value or contract value- DEKALB Genetics Corporation common stock $ $ $ $ 13,100,316 0 0 13,100,316 Common stocks 0 188,933 0 56,349,569 Mutual funds 0 0 0 48,345,355 Short-term fixed income fund 98,668 44,157 0 17,173,405 U.S. Treasury bonds and notes 0 0 0 2,903,592 Participation accumulation fund 0 0 0 12,360,445 Participant loans 0 0 1,012,920 1,012,920 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total investments 13,198,984 233,090 1,012,920 151,245,602 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Receivables- Company contribution 1,347,572 0 0 2,753,550 Accrued interest & dividends 388 689 30 165,432 Fund transfers pending (4,642) 0 0 0 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total receivables 1,343,318 689 30 2,918,982 ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total assets 14,542,302 233,779 1,012,950 154,164,584 ____________ ____________ ____________ ____________ ___ ___ ___ ___ LIABILITIES: Due to brokers 0 0 0 (828,815) Other liabilities (72,004) 0 (16,000) (264,341) ____________ ____________ ____________ ____________ ___ ___ ___ ___ Total liabilities (72,004) 0 (16,000) (1,093,156) ____________ ____________ ____________ ____________ ___ ___ ___ ___ NET ASSETS AVAILABLE FOR $ $ $ $ BENEFITS 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, 1998 Part 1 of 3 Fund Information ____________________________________________________________________ ______________ Capital Equity Money Market Bond Preservation Blue Chip Fund Fund Fund Fund Fund ____________ ____________ ____________ ____________ ____________ _____ _____ _____ ___ _____ BALANCE AT AUGUST 31, $ $ $ $ $ 1997 91,501,621 9,360,183 17,791,392 18,717,205 0 ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ Contributions- Company 501,788 88,924 90,913 51,909 460,081 Participant 927,002 114,739 175,389 82,295 765,007 Interest and dividend income 841,788 173,903 229,652 353,285 71 Net appreciation (depreciation) in fair value of investments 443,927 9,536 (1,134,370) (2,097,787) 0 Distributions (3,372,241) (1,159,937) (948,675) (1,304,782) (819,892) Transfers (88,173,243) (8,569,593) (17,759,372) (17,907,047) 37,044,618 Participant loan 0 0 0 0 (159,497) Participant loan repayments (3,369) 30 56,828 2,422 140 Fees and expenses (131,350) (8,359) (19,857) (2,431) (513) ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ Net additions (deductions) (91,501,621) (9,360,183) (17,791,392) (18,717,205) 36,212,333 ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ BALANCE AT AUGUST 31, $ $ $ $ $ 1998 0 0 0 0 36,212,333 ============ ============ ============ ============ ============ === === === === === 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, 1998 Part 2 of 3 Fund Information ____________________________________________________________________ ______________ Equity Summit Spectrum Stable Company Income Cash Income Value Stock Fund Fund Fund Fund Fund _____________ ____________ ____________ ____________ ____________ _____ ___ _____ _____ ___ BALANCE AT AUGUST 31, $ 0 $ 0 $ 0 $ 0 $ 1997 ____________ ____________ ____________ ____________ 14,470,298 _____ _____ _____ _____ ____________ _____ Contributions- Company 519,822 436,332 170,499 84,547 (23,551) Participant 891,999 332,826 270,013 143,463 1,502,754 Interest and dividend income 880,892 326,043 725,048 705,204 51,112 Net appreciation (depreciation) in fair value of investments (3,938,791) 0 (698,642) 0 21,056,966 Distributions (1,109,928) (329,385) (325,803) (689,277) (726,506) Transfers 49,446,669 9,866,624 18,298,232 18,317,442 (6,668,401) Participant loan (209,106) (60,365) (20,928) (21,248) (130,815) Participant loan repayments 70,878 37,494 21,148 11,803 57,842 Fees and expenses (1,110) (5,618) (179) (176) (4,396) ____________ ____________ ____________ ____________ ____________ _____ _____ _____ _____ _____ Net additions (deductions) 46,551,325 10,603,951 18,439,388 18,551,758 15,115,005 ____________ ____________ ____________ ____________ ____________ _____ _____ _____ _____ _____ BALANCE AT AUGUST 31, $ $ $ $ $ 1998 46,551,325 10,603,951 18,439,388 18,551,758 29,585,303 ============ ============ ============ ============ ============ === === === === === 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, 1998 Part 3 of 3 Fund Information ____________________________________________________________________ ______________ New Internationa Horizons Equity Pfizer Loan l Stock Fund Index Fund Stock Fund Fund Total Stock Fund ____________ ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ ___ BALANCE AT AUGUST 31, $ 0 $ $ $ $ $ 1997 ____________ 0 0 233,779 996,950 153,071,428 ___ ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ Contributions- Company 33,529 53,071 102,723 0 0 2,570,587 Participant 50,363 81,297 190,621 0 0 5,527,768 Interest and dividend income 3 7 5 1,450 132 4,288,595 Net appreciation (depreciation) in fair value of investments (118,887) (325,738) (596,562) 127,628 0 12,727,280 Distributions (113) (693) (497) 0 (12,347) (10,800,076) Transfers 888,715 1,087,997 4,173,737 (46,378) 0 0 Participant loan (3,941) (3,126) (3,475) 0 612,501 0 Participant loan repayments 3,834 6,922 5,558 0 (271,530) 0 Fees and expenses 0 0 (11) (10) (12) ____________ ____________ (174,022) ____________ ____________ ____________ ___ ___ ____________ ___ ___ ___ ___ Net additions (deductions) 853,492 899,727 3,872,098 82,700 328,756 14,140,132 ____________ ____________ ____________ ____________ ____________ ____________ ___ ___ ___ ___ ___ ___ BALANCE AT AUGUST 31, $ $ $ $ $ $ 1998 853,492 899,727 3,872,098 316,479 1,325,706 167,211,560 ============ ============ ============ ============ ============ ============ === === === === === === 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 Part 1 of 2 Fund Information _____________________________________________________ __________ Money Fixed Capital Equity Market Income Preservation Fund Fund Fund Fund _____________ _____________ _____________ _____________ _____ _____ _____ _____ BALANCE AT AUGUST 31, $ 68,095,678 $ 10,660,343 $ 17,410,737 $ 19,178,212 1996 _____________ _____________ _____________ _____________ _____ _____ _____ _____ Contributions- Company 1,908,644 322,528 361,185 230,923 Participant 2,877,422 335,021 506,847 368,782 Interest income 242,769 562,457 346,861 842,463 Dividend income 1,678,304 0 297,903 592,211 Net appreciation in fair value of investments 24,928,089 0 799,677 (1,192) Distributions (7,241,211) (2,403,486) (2,107,374) (2,639,418) Transfers 445,213 (550,212) (93,508) (38,009) Participant loan 0 0 distributions 0 0 Participant loan 0 0 repayments 0 0 Fees and expenses 437,862) (23,172) (80,743) (5,681) _____________ _____________ _____________ _____________ _____ _____ _____ _____ Net additions (deductions) 3,405,943 380,655 _____________ (1,300,160) _____________ (461,007) _____ _____________ _____ _____________ _____ _____ BALANCE AT AUGUST 31, $ 91,501,621 $ 9,360,183 $ 17,791,392 $ 18,717,205 1997 ============= ============= ============= ============= == == == == 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 Part 2 of 2 Fund Information _______________________________________ ________ Company Pfizer Stock Stock Participant Fund Fund Loan Fund Total ____________ ____________ ____________ ____________ _____ _____ _____ _____ BALANCE AT AUGUST 31, $ $ $ $ 1996 4,895,935 131,899 853,431 121,226,235 ____________ ____________ ____________ ____________ _____ _____ _____ _____ Contributions- Company 1,787,298 0 0 4,610,578 Participant 707,646 0 0 4,795,718 Interest income (6,928) 1,168 37,600 2,026,390 Dividend income 42,586 2,181 0 2,613,185 Net appreciation in fair value of investments 7,358,642 98,531 0 33,183,747 Distributions (232,678) 0 (343,004) (14,967,171) Transfers (80,206) 0 316,722 0 Participant loan distributions 0 0 406,400 406,400 Participant loan repayments 0 0 (274,199) (274,199) Fees and expenses (1,997) 0 0 (549,455) ____________ ____________ ____________ ____________ _____ _____ _____ _____ Net additions (deductions) 9,574,363 101,880 143,519 31,845,193 ____________ ____________ ____________ ____________ _____ _____ _____ _____ BALANCE AT AUGUST 31, $ $ $ $ 1997 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 NOTES TO FINANCIAL STATEMENTS August 31, 1998 and 1997 1.PLAN DESCRIPTION The following brief description of the DEKALB Genetics Corporation Savings and Investment Plan (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 DEKALB Genetics Corporation (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. Participants may contribute up to 15% of compensation, as defined in the Plan. 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. 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. A participant is 100% vested after five years of credited service. 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 On January 1, 1998, the Plan changed trustees from Citibank, N.A. to T. Rowe Price Trust Company. Contributions from participants are credited directly to their account in each fund. Employee contributions are invested in at least 1% increments. 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 six times per year by giving the Plan's administrative committee written notice in the prescribed form. Changes in investment direction of the current account balance immediately take effect as long as the change occurred during a business day before 4 p.m. eastern time. There are currently nine investment funds available to participants. These nine funds are described briefly below: Blue Chip Growth Fund--This fund seeks long-term growth. It invests in large and medium-sized blue chip growth companies that are well established and have the potential for above-average growth. This fund is subject to the risks associated with stock market investing. Equity Income Fund--This fund seeks high income and long term growth. It takes a relatively conservative approach by investing in stocks that pay above-average dividends. Stocks paying dividends generally experience less volatility than those that do not. Summit Cash Reserves Fund--This fund seeks to preserve principal investment and offers higher income. It invests in high-quality money market securities. This fund tries to keep its share price steady at $1, although it is not guaranteed. It is neither insured nor guaranteed by the U.S. government. Spectrum Income Fund--This fund takes a diversified approach to high income. It may invest in up to five U.S. bond funds, two international bond funds, a money market fund, and an income-oriented stock fund. DEKALB Stable Value Fund--This fund seeks to preserve principal investment and offer some income. It invests in investment contracts issued by high-quality insurance companies and banks. This fund tries to keep its unit price steady at $1, although it is not guaranteed. This fund is neither insured nor guaranteed by the U.S. Government. DEKALB Stock Fund--This fund seeks long-term growth by investing in the common stock of the Company. International Stock Fund--This fund seeks high long-term growth by investing in established non-U.S. companies. New Horizons Fund--This aggressive fund seeks high long term growth. It invests in small company stocks and takes a growth approach to investing. This fund is subject to the abrupt and unpredictable market movements associated with small company stocks. Equity Index Trust--This trust seeks long-term growth and income. It invests in the 500 stocks that make up the S&P 500 Index. A tenth 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. An eleventh 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 the Plan from participants are recorded on an accrual basis and are deposited directly in the appropriate fund on a biweekly basis. Contributions made by 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 1998 and 1997. All other administrative fees are paid by the Company. 3.INVESTMENTS Individual investments representing 5% or more of net assets available for benefits in 1997 are summarized as follows: Description ____________________________ ______ Harris Bank Common Stock Fund $22,932,66 4 Citibank Liquid Reserve Fund 9,322,630 Harris Bank Collective Marketable Bond Fund 13,796,505 Aetna Fixed Income Contract 12,360,445 DEKALB Genetics Corporation stock 13,100,316 ========== = The Plan's investments (including investments bought and sold, as well as held, during the year) appreciated in value $12,727,280 and $33,183,747 for the years ended August 31, 1998 and 1997, respectively, summarized as follows: 1998 1997 DEKALB Genetics Corporation common stock $ $ 0 7,358,642 Common stocks 0 25,026,620 U.S. Treasury bonds and notes 0 799,677 Participation Accumulation Fund 0 (1,192) Pooled Equity Funds 12,727,280 0 __________ __________ __ ___ $12,727,28 $33,183,74 0 7 ========== ========== == == 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 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. At Plan termination, participants will become fully vested in their account balances. 6.RECONCILIATION TO FORM 5500 As of August 31, 1998 and 1997, the Plan had approximately $0 and $6,318,267, respectively, of pending distributions to participants who elected to withdraw from the operation and earnings of the Plan and a Company contribution receivable of $333,371 and $0, respectively, that was not reflected in the Form 5500. 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, 1998 and 1997: Net Assets Available for Plan Benefits August 31 _______________________ ____ Company Benefits Benefits Contributi Payable to Paid onReceivab Participan 1998 1997 le ts __________ __________ ___________ __________ __________ __ __ _ __ __ Per financial statements $ $ $10,800,07 $167,211,5 $153,071,42 333,371 0 6 60 8 Contribution receivable not reported on Form 5500 (333,371) 0 0 0 0 Reversal of 1997 accrual for benefit payments 0 0 (6,318,267 0 (6,318,267) __________ __________ ) __________ ___________ __ __ __________ __ __ __ Per Form 5500 $ $ $ $167,211,5 $146,753,16 0 0 4,481,809 60 1 ========== ========== ========== ========== =========== == == == == == 7.SUBSEQUENT EVENT Effective November 30, 1998, the Company was acquired by Monsanto Company. It is the intention of Monsanto Company to terminate the Plan effective December 31, 1999. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the Company's previously filed Registration Statement File No. 33-33305. Chicago, Illinois February 24, 1999