<PAGE>
Corporate Secretary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 11-K
________________________________
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ____________ to ____________.
Commission File Number 1-4235.
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
AMP Incorporated Employee Savings and Thrift Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
An Exhibit Index is included in this Form 11-K
REQUIRED INFORMATION
The AMP Incorporated Employee Savings and Thrift Plan (the "Plan") is a plan
<PAGE>
that is subject to the Employee Retirement Income Security Act of 1974
("ERISA"), and therefore the Plan is providing, as Exhibit 1 hereto, Plan
financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA. These financial statements include audited
statements of net assets available for benefits at December 31, 1994 and
December 31, 1993, and audited statements of changes in net assets available for
benefits for the fiscal year ended December 31, 1994.
The Plan financial statements have been examined by Arthur Andersen LLP.
A currently dated and manually signed written consent of Arthur Andersen LLP
with respect to the Plan financial statements that relate to the fiscal year
ended December 31, 1994, which consent and Plan financial documents have been
incorporated by reference in a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, is provided as Exhibit 2 to this annual
report.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMP Incorporated Employee Savings
and Thrift Plan (the "Plan")
AMP Incorporated (Plan Administrator)
/s/ P. G. Guarneschelli
Date: June 26, 1995 By:-------------------------------
Philip G. Guarneschelli
Vice President,
Global Human Resources
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
1 Audited financial statements for AMP Incorporated
Employee Savings and Thrift Plan
2 Consent of Independent Public Accountants
</TABLE>
<PAGE>
EXHIBIT 1
AUDITED FINANCIAL STATEMENTS FOR
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993,
TOGETHER WITH AUDITORS' REPORT
<PAGE>
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994 AND 1993
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1994
and 1993
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1994
Notes to Financial Statements
SCHEDULES:
Schedule I -- Item 27(a) -- Schedule of Investments as of December 31, 1994
Schedule II -- Item 27(d) -- Schedule of Reportable Transactions for the
Year Ended December 31, 1994
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
AMP Incorporated Employee Savings and Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of the AMP Incorporated Employee Savings and Thrift Plan as of December 31, 1994
and 1993, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1994. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements 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 available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in net assets available for benefits
for the year ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 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 statement of net assets available for benefits
and the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the 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.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 26, 1995
<PAGE>
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
The Vanguard Group Funds
----------------------------------------------------------------------
World Fund AMP Fixed
Money Market Index Trust Windsor U.S. Income AMP Stock
ASSETS Total Prime Wellington 500 II PrimeCap Growth Fund Fund Loan Fund
------ ----- ----- ---------- --------- ------- -------- ------ ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at market
(Notes 2 and 3):
Commingled
trusts $163,323,979 $15,730,883 $17,782,267 $73,277,630 $14,270,871 $17,910,770 $8,836,436 $ 15,506,216 $ 8,906 $ --
Common
stock 36,100,732 -- -- -- -- -- -- -- 36,100,732 --
Participant
loans
(Note 1) 23,789,159 -- -- -- -- -- -- -- -- 23,789,159
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
223,213,870 15,730,883 17,782,267 73,277,630 14,270,871 17,910,770 8,836,436 15,506,216 36,109,638 23,789,159
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
DEPOSITS WITH
INSURANCE COMPANIES,
at contract
value 189,813,480 -- -- -- -- -- -- 189,813,480 -- --
(Notes 2 ------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
and 4)
Total
investments 413,027,350 15,730,883 17,782,267 73,277,630 14,270,871 17,910,770 8,836,436 205,319,696 36,109,638 23,789,159
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
RECEIVABLES:
Employer
contributions 166,591 5,510 8,785 22,717 6,591 9,080 5,845 75,390 32,673 --
(Note 1)
Employee
deposits 523,356 20,552 35,544 100,488 28,059 39,091 22,217 253,747 23,658 --
(Note 1)
Accrued
interest and
dividends 4,435 -- -- -- -- -- -- 1,170 3,265 --
Other 101,001 -- -- -- -- -- -- -- 100,800 201
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
Total
receivables 795,383 26,062 44,329 123,205 34,650 48,171 28,062 330,307 160,396 201
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
</TABLE>
<PAGE>
<TABLE>
TOTAL
ASSETS 413,822,733 15,756,945 17,826,596 73,400,835 14,305,521 17,958,941 8,864,498 205,650,003 36,270,034 23,789,360
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
PAYABLES:
Investments (77,996) -- -- -- -- -- -- -- (77,996) --
purchased ------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
NET ASSETS
AVAILABLE
FOR
BENEFITS $413,744,737 $15,756,945 $17,826,596 $73,400,835 $14,305,521 $17,958,941 $8,864,498 $205,650,003 $36,192,038 $23,789,360
============ =========== =========== =========== =========== =========== ========== ============ =========== ===========
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
The Vanguard Group Funds
---------------------------------------------------------------------
World Fund AMP Fixed
Money Market Index Trust Windsor U.S. Income AMP Stock
ASSETS Total Prime Wellington 500 II PrimeCap Growth Fund Fund Loan Fund
------ ----- ----- ---------- --------- ------- -------- ------ ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at market
(Notes 2 and 3):
Commingled
trusts $138,813,757 $12,058,279 $15,208,545 $72,958,072 $13,161,848 $6,942,568 $6,698,886 $11,785,506 $ 53 $ --
Common
stock 22,839,509 -- -- -- -- -- -- -- 22,839,509 --
Participant
loans
(Note 1) 20,681,677 -- -- -- -- -- -- -- -- 20,681,677
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
182,334,943 12,058,279 15,208,545 72,958,072 13,161,848 6,942,568 6,698,886 11,785,506 22,839,562 20,681,677
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
DEPOSITS WITH
INSURANCE COMPANIES,
at contract
value 179,699,792 -- -- -- -- -- -- 179,699,792 -- --
(Notes 2 ------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
and 4)
Total
investments 362,034,735 12,058,279 15,208,545 72,958,072 13,161,848 6,942,568 6,698,886 191,485,298 22,839,562 20,681,677
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RECEIVABLES:
Employer
contributions 134,827 4,848 6,961 22,997 5,842 3,356 4,475 59,498 26,850 --
(Note 1)
Employee
deposits 423,152 17,213 27,776 97,021 23,473 12,910 16,822 222,851 5,086 --
(Note 1)
Accrued
interest and
dividends 1,715 -- -- -- -- -- -- 1,113 602 --
Other 234,433 -- -- -- -- -- -- -- 208,168 26,265
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
Total
receivables 794,127 22,061 34,737 120,018 29,315 16,266 21,297 283,462 240,706 26,265
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
TOTAL
ASSETS 362,828,862 12,080,340 15,243,282 73,078,090 13,191,163 6,958,834 6,720,183 191,768,760 23,080,268 20,707,942
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
LIABILITIES
PAYABLES:
Investments (80,116) -- -- -- -- -- -- -- (80,116) --
purchased
------------ ----------- ----------- ----------- ----------- ---------- ---------- ------------ ----------- -----------
NET ASSETS
AVAILABLE
FOR
BENEFITS $362,748,746 $12,080,340 $15,243,282 $73,078,090 $13,191,163 $6,958,834 $6,720,183 $191,768,760 $23,000,152 $20,707,942
============ =========== =========== =========== =========== ========== ========== ============ =========== ===========
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
The Vanguard Group Funds
---------------------------------------------------------------------
World Fund AMP Fixed
Money Market Index Trust Windsor U.S. Income AMP Stock
Total Prime Wellington 500 II PrimeCap Growth Fund Fund Loan Fund
----- ----- ---------- --------- ------- -------- ------ ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income-
Net appreciation
(depreciation)
in market value of
investments
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(Note 3) $ 1,182,622 $ -- ($891,112)($1,444,227)($1,054,432)$ 746,200 $ 193,559 $ -- $ 3,632,634 $ --
Interest
and
dividends 18,822,103 523,822 786,096 2,302,919 869,578 438,109 102,961 11,552,717 676,462 1,569,439
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
20,004,725 523,822 (105,016) 858,692 (184,854) 1,184,309 296,520 11,552,717 4,309,096 1,569,439
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
Contributions and deposits
(Note 1)
Employer 10,046,967 807,667 614,298 1,651,007 478,917 399,124 391,255 3,700,857 2,003,842 --
Employees 33,964,915 3,169,834 2,520,741 7,368,540 1,996,503 1,639,076 1,458,263 15,026,408 785,550 --
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
44,011,882 3,977,501 3,135,039 9,019,547 2,475,420 2,038,200 1,849,518 18,727,265 2,789,392 --
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
Total
additions 64,016,607 4,501,323 3,030,023 9,878,239 2,290,566 3,222,509 2,146,038 30,279,982 7,098,488 1,569,439
DEDUCTIONS:
Payments to
participants 13,743,721 495,657 547,594 2,155,169 390,852 243,137 96,920 8,754,521 726,041 333,830
Loan maintenance
fees 43,560 8,340 4,190 11,190 1,780 510 160 17,250 140 --
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
Total
deductions 13,787,281 503,997 551,784 2,166,359 392,632 243,647 97,080 8,771,771 726,181 333,830
INTERFUND TRANSFERS
- --NET -- (391,648) 10,677 (7,459,665) (857,028) 7,712,442 66,548 (7,705,789) 6,778,654 1,845,809
ASSETS TRANSFERRED IN
766,665 70,927 94,398 70,530 73,452 308,803 28,809 78,821 40,925 --
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
Net
additions 50,995,991 3,676,605 2,583,314 322,745 1,114,358 11,000,107 2,144,315 13,881,243 13,191,886 3,081,418
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning
of year 362,748,746 12,080,340 15,243,282 73,078,090 13,191,163 6,958,834 6,720,183 191,768,760 23,000,152 20,707,942
------------ ----------- ----------- ----------- ----------- ----------- ---------- ------------ ----------- -----------
End of
year $413,744,737 $15,756,945 $17,826,596 $73,400,835 $14,305,521 $17,958,941 $8,864,498 $205,650,003 $36,192,038 $23,789,360
============ =========== =========== =========== =========== =========== ========== ============ =========== ===========
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
<PAGE>
DECEMBER 31, 1994 AND 1993
1. DESCRIPTION OF PLAN:
-------------------
The following description of the AMP Incorporated Employee Savings and Thrift
Plan (the"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
General
-------
The Plan was established effective January 1, 1982 for the benefit of the
employees of AMP Incorporated (the "Company") and certain subsidiaries and was
subsequently amended on numerous occasions, most recently effective as of
January 1, 1995.
The Plan is a contributory defined contribution plan covering all employees
of the Company and certain subsidiaries who have attained age 21 and completed
one year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The Vanguard Fiduciary Trust Company is the trustee of the Plan.
Contributions
-------------
Participants may defer up to 4% of their gross earnings as a "deferred basic
deposit" and up to an additional 8% as a "deferred supplemental deposit."
Effective January 1, 1995, the Plan allows participants to defer an additional
11% of their gross earnings as a "deferred supplemental deposit." The Company's
matching contribution to the Plan is 60% of the participant's "deferred basic
deposit", which is paid out of the Company's current and accumulated earnings.
Forfeitures in any given year are used to reduce Company matching
contributions to the Plan in the following year. Forfeitures from 1993 reducing
1994 Company contributions amounted to $80,133. Forfeitures from 1994 amounted
to $84,480 and will be applied against Company contributions in 1995.
Investment Elections
--------------------
Participants may elect to invest their deferred basic, deferred supplemental
deposits and Company matching contributions in one or more of the available
funds, which are the Money Market Prime, Wellington, Index Trust 500, Windsor
II, PrimeCap, World Fund U.S. Growth, AMP Fixed Income and AMP Stock Fund.
Participants' Accounts
----------------------
Each participant's account is credited with the participant's deposits and
Company matching contributions and an allocation of the funds' earnings in which
the participant participates. Certain participants in the Plan are of an
inactive status at year end due to termination or retirement. The number of
inactive participants as of December 31, 1994 and 1993 is 2,504 and 1,950 of the
total 16,278 and 15,487, respectively.
Vesting
-------
Participants are immediately vested in their deferred basic and deferred
<PAGE>
supplemental deposits plus actual earnings thereon. Company matching
contributions and earnings become 100% vested after five years of continous
service by a participant. Immediate vesting of Company matching contributions
occurs upon a participant's termination by retirement, disability, death or
attainment of age 65.
Payments to Participants
------------------------
Deferred basic deposits and deferred supplemental deposits cannot be
withdrawn prior to the attainment of age 59 1/2, except in the case of a
"financial hardship". Vested Company matching contributions held under the Plan
for at least two years and earnings thereon can be withdrawn any time at the
request of the participant.
Partial or total withdrawal of pre-1983 basic deposits, supplemental
deposits, Company matching contributions and earnings by a participant is
permitted at his or her request, subject to a minimum withdrawal of $100.
Loans to Participants
---------------------
Loans against a participant's account balances are secured by a promissory
note which bears a fixed interest rate of 1% over the prime rate. The term of
the loan is limited to five years and repayment is made through payroll
deductions in level amounts over the life of the loan. There are limitations
as to the amount that may be borrowed, and prepayment of a loan is allowed.
All loans requested prior to December 31, 1994 and 1993 were disbursed to
participants by that date.
Administrative Expenses
-----------------------
All expenses incurred in the administration of the Plan are paid by the
Company and amounted to $375,426 for the year ended December 31, 1994.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Valuation of Investments
------------------------
Investments, except for the deposits with insurance companies that are
carried at contract value, are stated at market value, which is equivalent to
current value as of the statement date.
Tax Status
----------
The trust established under the AMP Incorporated Employee Savings and Thrift
Plan is qualified under the Internal Revenue Code as exempt from Federal income
taxes. Although the Plan has a favorable determination letter from the Internal
Revenue Service ("IRS"), the Plan has been recently amended and an application
for an updated determination letter from the IRS is pending. The Plan sponsor
and legal counsel are of the opinion that the Plan, as amended and administered,
meets the IRS requirements and, therefore, the trust continues to be tax exempt.
<PAGE>
3. INVESTMENTS:
-----------
All Plan investments are held by a trust company administered trust fund and
consist of shares of various Vanguard mutual funds, AMP stock, loans receivable
and deposits with insurance companies (Note 4). The following is a list of
assets that exceed 5% of net assets at December 31, 1994 and 1993.
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
-------------------------- --------------------------
No. of Shares Market No. of Shares Market
Description of or Principal or Contract or Principal or Contract
Security Amount Value Amount Value
-------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Money Market Prime 31,246,005 $31,246,005 23,843,838 $23,843,838
Index 500 Fund 1,705,321 73,277,630 1,664,569 72,958,072
AMP Common Stock 496,230 36,100,732 361,814 22,839,509
Loans Receivable 23,789,159 23,789,159 20,681,677 20,681,677
</TABLE>
The AMP Common Stock shares above do not reflect the effect of the 2-for-1
stock split that was effected March 2, 1995.
4. DEPOSITS WITH INSURANCE COMPANIES:
---------------------------------
The Plan has entered into guaranteed investment contracts with various
insurance companies ("Companies"). Under the terms of the contracts, the
Companies received all plan year Fixed Income Fund deposits and contributions,
or in the case of rollovers, a lump-sum deposit, which they maintain in plan
reserve accounts until maturity. At maturity, the balances with interest will be
returned to the Plan. The accounts are credited with interest at fixed rates for
the respective periods and charged for plan withdrawals and loans. The contracts
are included in the financial statements at the December 31, 1994 and 1993
contract values as reported to the Plan by the Companies.
During 1992, the investment manager for the Plan's Fixed Income Fund invested
$10,000,000 in Confederation Life Insurance Company's ("Confederation Life")
Guaranteed Investment Contract Number 62682. This contract provides for a rate
of return of 6.16%, and is due to mature on June 29, 1997. As of December 31,
1994, the Plan's GIC investment with Confederation Life had a gross recorded
contract value of $10,082,223.
On August 12, 1994, the U.S. assets of Confederation Life were placed under
the regulatory supervison of the Michigan Commissioner of Insurance, and GIC
payments by Confederation Life were suspended. No interest has been paid under
the Plan's Confederation Life contract since this time, and it is not known when
interest payments will re-commence.
To enable the Plan's Trustee to continue to hold the Confederation Life GIC
as a non-segregated asset of the Fixed Income Fund and to permit Plan
participants to continue Fixed Income fund transactions as usual, the Company
has agreed to back the GIC's gross recorded contract value, provided such is
approved by applicable governmental agencies.
<PAGE>
5. PLAN TERMINATION
----------------
The Company anticipates continuing the Plan indefinitely, but reserves the
right to reduce, suspend or discontinue its contributions at any time and to
discontinue or partially terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100% vested in their
accounts.
6. DISTRIBUTIONS TO PARTICIPANTS:
-----------------------------
Distributions to participants are generally made as soon as practical
after a request is received by the trustee. There were no distributions due
participants at December 31, 1994 and 1993.
Schedule I
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
EIN #23-0332575
PIN #003
ITEM 27(A) -- SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Shares Market Value
or or
DESCRIPTION OF SECURITY Principal Amount Cost Contract Value
----------------------- ---------------- ---- --------------
<S>
Commingled Trusts and Common Stock: <C> <C> <C>
Money Market Prime 31,246,005 $31,246,005 $31,246,005
Wellington Fund 917,084 18,009,500 17,782,267
Index Trust 500 Fund 1,705,321 67,503,715 73,277,630
Windsor II Fund 902,078 14,937,292 14,270,871
PrimeCap Fund 896,435 16,763,040 17,910,770
World Fund--U.S. Growth 576,415 8,557,681 8,836,436
AMP Common Stock (see Note 3) 496,230 29,111,835 36,100,732
------------ ------------
Total Commingled Trusts & Common Stock $186,129,068 $199,424,711
------------ ------------
Deposits with Insurance Companies:
AIG Life, 5.00%, due 8/31/98 6,251,116 $6,251,116 $6,251,116
CIGNA, 6.80%, due 4/1/96 10,508,151 10,508,151 10,508,151
Confederation, (see Note 4) 10,082,223 10,082,223 10,082,223
Continental, 6.65%, due 11/1/96 5,875,755 5,875,755 5,875,755
Continental, 6.05%, due 6/30/95 5,793,239 5,793,239 5,793,239
Continental, 6.30%, due 12/31/97 11,303,473 11,303,473 11,303,473
Hartford, 6.56%, due 3/31/97 9,070,205 9,070,205 9,070,205
Hartford, 6.22%, due 9/30/95 5,971,468 5,971,468 5,971,468
Metropolitan Life, 5.09%, due 3/23/98 10,919,928 10,919,928 10,919,928
NY Life, 5.20%, due 11/2/98 12,731,405 12,731,405 12,731,405
NY Life, 7.02%, due 3/31/99 9,463,897 9,463,897 9,463,897
NY Life, 7.47%, due 6/30/99 10,361,660 10,361,660 10,361,660
Principal, 5.13%, due 4/30/98 10,873,512 10,873,512 10,873,512
Principal, 5.73%, due 6/25/98 8,707,321 8,707,321 8,707,321
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Principal, 8.12%, due 10/31/99 7,091,931 7,091,931 7,091,931
Prudential, 6.01%, due 11/1/97 5,619,959 5,619,959 5,619,959
Prudential, 5.31%, due 12/31/98 10,526,507 10,526,507 10,526,507
Prudential, 6.34%, due 10/31/97 5,655,050 5,655,050 5,655,050
Sun Life, 7.12%, due 3/31/97 12,284,746 12,284,746 12,284,746
Sun Life, 7.62%, due 4/1/97 6,103,257 6,103,257 6,103,257
Sun Life, 7.47%, due 8/31/97 5,988,481 5,988,481 5,988,481
Sun Life, 5.86%, due 8/31/98 8,630,196 8,630,196 8,630,196
------------ ------------
Total Deposits with Insurance Companies 189,813,480 189,813,480
Participants Loans 23,789,159 23,789,159 23,789,159
------------ ------------
TOTAL $399,731,707 $413,027,350
============ ============
</TABLE>
The accompanying notes are an integral part of this schedule.
Schedule II
AMP INCORPORATED EMPLOYEE SAVINGS AND THRIFT PLAN
EIN #23-0332575
PIN #003
ITEM 27(D) -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Number of Cost of Net
Identity of Party Description of Transaction Purchases Sales Purchase Price Selling Price Items Sold Gain/(Loss)
- ----------------- -------------------------- --------- --------- -------------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Vanguard Money Market Prime 256 260 $70,154,785 $61,846,349 $61,846,349 $ --
Vanguard Index Trust 500 Fund 232 251 19,773,166 18,009,382 16,602,778 1,406,604
AMP Common Stock 122 83 18,593,735 8,972,950 7,138,515 1,834,435
Vanguard PrimeCap Fund 244 224 16,087,881 5,865,879 5,697,852 168,027
</TABLE>
The purchase prices and selling prices of the above transactions represent the
current value of the assets on the transaction date.
The accompanying notes are an integral part of this schedule.
<PAGE>
EXHIBIT 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMP Incorporated:
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. 33-55318.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 26, 1995
