<PAGE> 1
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
For the fiscal year ended December 31, 1994
Commission File Number 1-12342
AirTouch Communications, Inc. Retirement Plan
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
<PAGE> 2
TABLE OF CONTENTS
Description
<TABLE>
<CAPTION>
Item Page
- ----- ----
<S> <C>
1. Financial Statements and Exhibits 3
</TABLE>
2
<PAGE> 3
Item 1. Financial Statements and Exhibits.
(a) Financial Statements of the Plan included herein:
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for
Benefits with Fund Information - December 31,
1994.
Statement of Changes in Net Assests Available
for Benefits with Fund Information - for the
period ended December 31, 1994.
Notes to Financial Statements
Schedules:
Schedule 1 -- Item 27a - Schedule of Assets
Held for Investment Purposes
Schedule II - Item 27d - Schedule of
Reportable Transactions
Other schedules are omitted because they are
not applicable or the information required is
contained in the Financial Statements.
(b) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23 Consent of Independent
Accountants
</TABLE>
3
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the AirTouch Communications, Inc. Retirement Plans Committee
and the AirTouch Communications, Inc. Retirement Plan:
We have audited the accompanying statement of net assets available for benefits
with fund information of the AirTouch Communications, Inc. Retirement Plan
(the Plan) as of December 31, 1994, and the related statement of changes in net
assets available for benefits with fund information for the period April 1,
1994 (inception) to 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 audit.
We conducted our audit 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 available for benefits of the Plan as of
December 31, 1994 and the changes in net assets available for benefits for the
period April 1, 1994 (inception) to December 31, 1994 in conformity with
generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1994 and reportable (5%)
transactions for the period April 1, 1994 (inception) to December 31, 1994 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 separate 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 separate fund information have been
subjected to the auditing procedures applied in the audit 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.
San Francisco, California
May 5, 1995
4
<PAGE> 5
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1994
(dollars in thousands)
_______________
<TABLE>
<CAPTION>
AIRTOUCH TELESIS MONEY
STOCK FUND STOCK FUND GROWTH FUND EQUITY FUND MARKET FUND
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
AirTouch Communications, Inc. common shares $28,791
Pacific Telesis Group common shares - $15,233
SIT New Beginning Growth Fund - - $21,131
State Street S&P 500 Index Flagship Fund - - - $15,407
State Street Yield Plus Fund - - - - $ 6,800
State Street Bond Market Fund - - - - -
State Street Balanced Fund - - - - -
Short-term investments 5 254 29 4 149
------- ------- ------- ------- -------
28,796 15,487 21,160 15,411 6,949
Investments at contract value:
Contracts with insurance companies - - - - -
------- ------- ------- ------- -------
Total investments 28,796 15,487 21,160 15,411 6,949
Contributions receivable - net of forfeitures 2,211 (63) 1,242 823 1,034
Fund and other transfers receivable - net 685 - 59 10 -
Dividends and interest receivable - 296 - - -
------- ------- ------- ------- -------
Total assets 31,692 15,720 22,461 16,244 7,983
------- ------- ------- ------- -------
LIABILITIES
Fund and other transfers payable - net - 616 - - 571
------- ------- ------- ------- -------
Total liabilities - 616 - - 571
------- ------- ------- ------- -------
Net assets available for
plan benefits $31,692 $15,104 $22,461 $16,244 $ 7,412
======= ======= ======= ======= =======
<CAPTION>
BALANCED INTEREST
BOND FUND FUND INCOME FUND TOTAL
--------- -------- ----------- -----
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value:
AirTouch Communications, Inc. common shares $ 28,791
Pacific Telesis Group common shares 15,233
SIT New Beginning Growth Fund 21,131
State Street S&P 500 Index Flagship Fund 15,407
State Street Yield Plus Fund 6,800
State Street Bond Market Fund $1,381 1,381
State Street Balanced Fund - $10,010 10,010
Short-term investments 52 88 $ 506 1,087
------ ------- ------- --------
1,433 10,098 506 99,840
Investments at contract value:
Contracts with insurance companies - - 10,244 10,244
------ ------- ------- --------
Total investments 1,433 10,098 10,750 110,084
Contributions receivable - net of forfeitures 139 628 95 6,109
Fund and other transfers receivable - net - - 363 1,117
Dividends and interest receivable - - - 296
------ ------- ------- --------
Total assets 1,572 10,726 11,208 117,606
------ ------- ------- --------
LIABILITIES
Fund and other transfers payable - net 31 79 - 1,297
------ ------- ------- --------
Total liabilities 31 79 - 1,297
------ ------- ------- --------
Net assets available for
plan benefits $1,541 $10,647 $11,208 $116,309
====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the period April 1, 1994 (inception) to December 31, 1994
(dollars in thousands)
_______________
<TABLE>
<CAPTION>
AIRTOUCH TELESIS MONEY
STOCK FUND STOCK FUND GROWTH FUND EQUITY FUND MARKET FUND
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits, April 1, 1994 - - - - -
------- ------- ------- ------- -------
Employee Contributions/Salary Deferrals $ 2,628 - $ 1,684 $ 1,125 $ 451
Employing Company Contributions 6,388 - 2,023 1,340 2,088
Transfer from predecessor plan 12,746 $20,218 18,601 13,451 6,196
------- ------- ------- ------- -------
Total contributions 21,762 20,218 22,308 15,916 8,735
Dividend income 908 316 - - -
Interest income 10 4 1 1 194
Net appreciation (depreciation) of investments 5,132 (593) 990 739 -
------- ------- ------- ------- -------
Total additions - net 27,812 19,945 23,299 16,656 8,929
Less distributions to participants (780) (979) (760) (593) (433)
Forfeitures and other adjustments - net 373 (542) (75) (50) (234)
------- ------- ------- ------- -------
Net increase before transfers 27,405 18,424 22,464 16,013 8,262
Interfund transfers - net 4,287 (3,320) (3) 231 (850)
------- ------- ------- ------- -------
Net assets available for
benefits, December 31, 1994 $31,692 $15,104 $22,461 $16,244 $ 7,412
======= ======= ======= ======= =======
<CAPTION>
BALANCED INTEREST
BOND FUND FUND INCOME FUND TOTAL
--------- -------- ----------- -----
<S> <C> <C> <C> <C>
Net assets available for benefits, April 1, 1994 - - - -
------ ------- ------- --------
Employee Contributions/Salary Deferrals $ 185 $ 914 - $ 6,987
Employing Company Contributions 251 1,134 - 13,224
Transfer from predecessor plan 1,332 8,027 $12,120 92,691
------ ------- ------- --------
Total contributions 1,768 10,075 12,120 112,902
Dividend income - - - 1,224
Interest income - 1 582 793
Net appreciation (depreciation) of investments (1) 281 - 6,548
------ ------- ------- --------
Total additions - net 1,767 10,357 12,702 121,467
Less distributions to participants (46) (336) (689) (4,616)
Forfeitures and other adjustments - net 38 50 (102) (542)
------ ------- ------- --------
Net increase before transfers 1,759 10,071 11,911 116,309
Interfund transfers - net (218) 576 (703) -
------ ------- ------- --------
Net assets available for
benefits, December 31, 1994 $1,541 $10,647 $11,208 $116,309
====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION:
The following description of the AirTouch Communications, Inc.
Retirement Plan (the Plan) provides only general information.
Participants should refer to the Summary Plan Description issued
September 1, 1994, for a more complete description of the Plan's
provisions, including the income tax consequences of participation and
restrictions on early withdrawals from the Plan.
GENERAL:
Effective April 1, 1994, AirTouch Communications, Inc.
(formerly PacTel Corporation) was spun off from Pacific
Telesis Group. Effective with the spin off, AirTouch adopted
the AirTouch Communications, Inc. Retirement Plan (the
AirTouch Plan or the Plan) which is substantially similar to
the PacTel Corporation Retirement Plan (the PacTel Plan).
Concurrently, Pacific Telesis Group transferred its
obligations as sponsor of the PacTel Plan to AirTouch and the
associated assets and liabilities were transferred to the
AirTouch Plan. These financial statements reflect the
activity of the AirTouch Plan from April 1, 1994 (inception)
to December 31, 1994. The Plan is a defined contribution plan
covering eligible employees of participating subsidiary
companies of AirTouch Communications, Inc. or its separate
operating units participating in the Plan (Participating
Entities). It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
ELIGIBILITY:
An employee is eligible to participate in the Plan if he or
she (a) is an employee of a Participating Entity, and (b) has
completed at least six consecutive months with at least 500
hours of service. Employees who are covered by a collective
bargaining agreement that does not provide for Plan
participation, employed by an AirTouch company that does not
participate, leased employees or nonresident aliens (except if
the Participating Entity expressly permits the employee to be
a Plan member) are not eligible to participate.
SALARY DEFERRALS AND EMPLOYEE CONTRIBUTIONS:
A participant may elect either to contribute salary deferrals
or make contributions to the Plan in the amount of any whole
percentage (not to exceed 16 percent) of compensation.
Contributions may be designated as before-tax deductions
(Salary Deferrals) or as after-tax deductions (Employee
Contributions). Any before-tax deductions reduce an
employee's W-2 compensation for income tax purposes. However,
they are taxable when distributed from the Plan, and they are
subject to restrictions on in-service withdrawals. Before-tax
deductions are limited to a maximum of $9,240 for 1994. This
maximum allowable limit is subject to annual revision for
cost-of-living increases. Before-tax deductions do not reduce
an employee's compensation for FICA withholding (i.e., Social
Security benefits) and most Participating Entity benefits.
Continued
7
<PAGE> 8
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
SALARY DEFERRALS AND EMPLOYEE CONTRIBUTIONS, continued:
A participant may not make more than two elections in total to
either authorize, change, suspend or resume employee
deductions in any calendar year, except that a participant may
always elect to suspend all salary deferrals or employee
contributions.
PARTICIPATING ENTITY CONTRIBUTIONS:
The Plan provides four types of Company contributions:
(a) Basic Contributions -- Each participant will receive
an allocation of Basic Contributions equal to a
percentage between zero and six percent of
compensation, depending on the rate selected by his
or her Participating Entity.
(b) Matching Contributions -- Each participant will
receive an allocation of Matching Contributions equal
to a percentage between zero and 100 percent of the
participant's Salary Deferral and Employee
Contribution, depending on the matching rate selected
by his or her Participating Entity. For this
purpose, monthly Salary Deferrals and Employee
Contributions on behalf of each participant in excess
of six percent of his or her compensation for such
month shall be disregarded.
(c) Variable Contributions -- If a Participating Entity
elects to make a Variable Contribution for a calendar
year, each participant who was employed at the end of
the calendar year or who has died, attained
retirement status or incurred a disability during
such year will receive an allocation of Variable
Contributions equal to a percentage of compensation
determined by the Compensation and Personnel
Committee of the Board of Directors. "Retirement
Status" means attaining any age with 30 years of
service, age 50 with 25 years of service, age 55 with
20 years of service, or age 65 with 10 years of
service.
(d) QNEC Contributions -- If a Participating Entity
elects to make Qualified Nonelective Contributions
(QNEC) to meet Internal Revenue Code
Nondiscrimination requirements, each nonhighly
compensated participant employed by that entity will
receive a QNEC allocation. The allocation will be a
percentage of the participant's compensation or a
fixed dollar amount per eligible participant.
Continued
8
<PAGE> 9
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
INVESTMENT DIRECTIONS:
A participant's own deductions and share of Company
contributions will be remitted to The Northern Trust Company
(the Trustee) for investment under the Plan. A participant
may direct the investment of his or her deductions and share
of Company contributions, other than Matching Contributions,
in increments of ten percent in one or more of the following
Investment Funds:
(a) The AirTouch Stock Fund
(b) The Telesis Stock Fund (closed to new contributions
and incoming transfers April 1, 1994)
(c) The Growth Fund
(d) The Equity Fund
(e) The Interest Income Fund (closed to new contributions
and incoming transfers July 1, 1992 to December 31,
1994)
(f) The Money Market Fund
(g) The Bond Fund
(h) The Balanced Fund
Matching Contributions are invested entirely in the AirTouch
Stock Fund. Effective January 1, 1995, new contributions and
incoming transfers may be made to the Interest Income Fund.
A participant may, as of the first business day of any month,
change investment directions as to future deductions and
allocations of Company contributions and may redirect the
investment of his or her total account among the eight
investment funds, however, three months must pass between each
such change. The election to make changes must be made at
least 15 calendar days before the effective date of the
change. Amounts may only be transferred in 10% increments
from a fund. No amounts may be transferred from the Interest
Income Fund to the Money Market Fund, Bond Fund, Telesis Stock
Fund or AirTouch Stock Fund. No amounts may be transferred to
the Interest Income Fund or the Telesis Stock Fund, and
amounts attributable to the post-spin Company Match (which are
solely invested in the AirTouch Stock Fund), may not be
transferred from the AirTouch Stock Fund.
Continued
9
<PAGE> 10
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
INVESTMENT DIRECTIONS, continued:
At spinoff, the following special one-time investment transfer
options were offered:
o a participant could elect to transfer all or a
portion from his or her Telesis Stock Fund account
into any fund other than the Interest Income Fund;
and/or
o a participant could elect to:
- transfer all or a portion from his or her
AirTouch Stock Fund into any fund other than
the Interest Income Fund; or
- transfer all or a portion from any other fund
(including the Interest Income Fund) to the
AirTouch Stock Fund.
The participant's interest in the investment funds, except for
the Interest Income Fund, is valued as of the last business
day of each calendar month. The participant's interest in the
Interest Income Fund is reported at contract value.
VESTING:
Employee contributions and QNECs are always fully vested.
Other Company contributions are fully vested if, before the
participant terminates employment, the participant dies,
becomes disabled under the Company's Long-Term Disability Plan
or attains age 65, receives payment from the Company's
Severance Pay Plan, or the Plan is terminated or partially
terminated.
Company contributions which do not so vest become vested and
nonforfeitable pursuant to the following schedule:
<TABLE>
<CAPTION>
PERCENTAGE
YEARS OF SERVICE VESTED
---------------- ----------
<S> <C>
Less than 3 years 0%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
</TABLE>
A participant receives credit for a year of service for each
calendar year in which at least 1,000 hours of service are
completed. Company contributions which are not yet vested
will be forfeited when the participant terminates employment.
Continued
10
<PAGE> 11
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
IN-SERVICE WITHDRAWALS:
While still an employee, a participant can withdraw all or
part of the value of his or her Rollover Account and/or
Employee Contribution Account. Additionally, a participant
who is 100 percent vested in his or her Matching Account may
withdraw all or part of such account exclusive of the amounts
attributable to the post-spin company match. Withdrawals from
a participant's Rollover Account, Employee After-Tax
Contributions or Matching Contributions Account may be made
for any reason. Withdrawals from the participants' Employee
Pre-Tax Contributions account can be made by participants over
the age of 59 1/2 or by participants who have incurred a
serious financial hardship. Other than withdrawals from the
participants' Employee Pre-Tax Contributions account, a
participant cannot make more than two withdrawals in any
period of 12 consecutive months. A participant who makes a
withdrawal from any account other than the participants'
Employee Pre-Tax Contributions account is not eligible to
receive Matching Contributions for a six-month period,
regardless of the participant's age. A participant under the
age of 59 1/2 who makes a withdrawal from the participants'
Employee Pre-Tax Contributions account is not eligible to
receive Matching Contributions for a six-month period.
Participants over the age of 59 1/2 who receive withdrawals
from their Employee Pre-Tax Contributions Accounts continue to
be eligible to receive Matching Contributions. All
withdrawals are made pro rata from the various investment
types. Withdrawals made before the age of 59 1/2 may be
subject to tax penalty.
PAYMENTS ON TERMINATION OF EMPLOYMENT:
If a participant terminates employment after he or she is
fully vested in all accounts, the entire amount in his or her
accounts will be distributed in a single sum to the
participant or, in the case of the participant's death, to the
participant's beneficiary. If a participant terminates
employment before he or she is fully vested in all accounts,
the vested portion of such accounts will be distributed in a
single sum and the nonvested portion will be forfeited.
A participant or beneficiary may elect to receive the single
sum distribution as of the close of the calendar month in
which termination of employment or death occurred. If the
value of the participant's account exceeds $3,500, the
participant may elect to receive the distribution on any later
date no later than April 1 following the calendar year the
participant reaches the age of 70 1/2, and a beneficiary may
elect to receive the distribution on any later date no later
than five years after the participant's death. However, if
the beneficiary is the participant's spouse, the beneficiary
may elect to receive the distribution on the latest date that
the participant could have elected to receive the
distribution. If the value of a participant's account does
not exceed $3,500, the participant or his or her beneficiary
will receive the distribution as of the close of the calendar
month in which termination of employment or death occurred.
Continued
11
<PAGE> 12
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
METHOD OF DISTRIBUTION AND WITHDRAWAL:
A participant's vested Plan Benefit shall be distributed in
the form of a single lump sum in cash except that, if any
portion of the Plan Benefit is invested in the Telesis Stock
Fund or the AirTouch Stock Fund, the participant may elect to
receive such Plan Benefit in whole shares of common stock held
by the fund, with cash for any fractional shares.
If a participant ceases to be an employee before becoming 100
percent vested in Company accounts, the nonvested portion of
each Company account constitutes a forfeiture during the plan
year in which the employment terminated. Forfeitures arising
from Company contributions other than the Variable
Contribution are applied in the following order:
(a) to restore allocations for participants improperly
excluded from such allocations.
(b) to restore forfeitures for reinstated employees; and
(c) to reduce future Company contributions.
Forfeitures arising from the Variable Contribution are added
to the current year's Variable Contribution.
RESTORATION OF FORFEITED AMOUNTS:
Forfeitures will be restored to the participant's accounts if
the participant is reemployed before incurring a permanent
service break (five consecutive calendar years during which
the participant does not complete more than 500 hours of
service in each calendar year). Reinstatement is made from
other forfeitures of former employees of the Participating
Entity which reemployed the participant.
BENEFICIARIES:
A participant may designate one or more beneficiaries to
receive a distribution in case of his or her death.
STATEMENTS OF ACCOUNT:
Statements are prepared and distributed quarterly.
VOTING:
A participant will have the right to instruct the Trustee how
to vote the shares of AirTouch Communications stock and
Pacific Telesis Group stock allocated to the participant's
account under the AirTouch Stock Fund and Telesis Stock Fund
respectively.
Continued
12
<PAGE> 13
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
1. PLAN DESCRIPTION, continued:
ACCEPTANCE OF TAX-FREE ROLLOVERS:
Participants or Eligible Employees may make a rollover of the
taxable portion of a eligible rollover distribution from a
qualified plan or IRA by contributing all or part of that
portion in cash to this plan. The rollover does not qualify
for a Matching Contribution.
2. ACCOUNTING POLICIES:
The fair value of investments is determined as follows:
o Shares or equivalent shares in the AirTouch Stock
Fund and Telesis Stock Fund are reported on the basis
of the last published sales price per share at
month-end as reported on the New York Stock Exchange
composite tape.
o The Growth Fund, the Equity Fund, the Money Market
Fund, the Bond Fund and the Balanced Fund own units
of investment funds held by the investment manager.
The underlying investments are valued based on
published sources where available or, if not
available, from other sources considered reliable.
o Short term investments are valued by the Trustee at
cost, which approximates market.
Contracts with insurance companies in the Interest Income Fund are
reported at contract value which is principal plus reinvested
interest, less distributions.
Purchases and sales of securities and units of investment funds are
reflected as of the trade date.
Dividend income is recorded on the ex-dividend date. Interest earned
on investments is recorded on the accrual basis.
Expenses of the Plan, with the exception of the Growth Fund, are paid
directly by the Corporation and, as such, are not reflected in the
accounts of the Plan. However, brokerage fees, transfer taxes and
other fees incident to the purchase and sale of securities are deemed
part of the cost of the securities or shall be deducted from the sale
proceeds, as the case may be. Fees charged by the Growth Fund are in
accordance with the fund's prospectus.
Realized gains or losses and the change in unrealized appreciation
(depreciation) of the investments of the Plan are presented in the
statement of changes in net assets available for benefits as net
appreciation/(depreciation) of investments.
Continued
13
<PAGE> 14
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
_______________
2. ACCOUNTING POLICIES, continued:
Amounts allocated to accounts of participants who have elected to
withdraw from the Plan but have not been paid as of the year-end are
included in net assets available for benefits. As the Department of
Labor requires these amounts to be reported as a liability on the Form
5500, the following reconciles net assets available for benefits
between these financial statements and the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1994
------------
(in thousands)
<S> <C>
Net assets available for Plan benefits
per financial statements $116,309
Amounts allocated to withdrawing
participants (440)
--------
Net assets available for Plan benefits
per Form 5500 $115,869
========
</TABLE>
Similarly, the distributions to participants amount reflected in the
statement of changes in net assets available for benefits is
reconciled to the Form 5500 as follows:
<TABLE>
<CAPTION>
FOR THE
PERIOD ENDED
DECEMBER 31, 1994
-----------------
(in thousands)
<S> <C>
Distributions to participants per
financial statements $4,616
Benefits due:
End of period 440
------
Distributions to participants per
Form 5500 $5,056
======
</TABLE>
3. TAX STATUS:
The Company has established and intends to maintain the Plan and
related trust in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has applied for a favorable
determination from the Internal Revenue Service with respect to its
tax exempt status. The Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
14
<PAGE> 15
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1994
_______________
<TABLE>
<CAPTION>
DESCRIPTION
IDENTITY OF ISSUE OF INVESTMENT COST CURRENT VALUE
----------------- ------------- ---- -------------
<S> <C> <C> <C>
AirTouch Communications, Inc.* Common Stock $23,691,401 $28,790,820
Pacific Telesis Group Common Stock $13,638,737 $15,232,766
SIT New Beginning Growth Fund Mutual Fund $19,218,490 $21,130,879
State Street S&P 500 Index Collective Trust Fund $13,624,005 $15,407,381
Flagship Fund
State Street Yield Plus Fund Collective Trust Fund $ 6,799,619 $ 6,799,619
State Street Bond Market Fund Collective Trust Fund $ 1,343,679 $ 1,380,565
State Street Balanced Fund Collective Trust Fund $ 9,134,529 $10,010,104
John Hancock Life Ins. Co. GAC 6082, 6.61% matures 12/31/96 $ 2,199,829 $ 2,199,829
Metropolitan Life Ins. Co. GA#12050, 8.9% matures 12/31/95 $ 3,161,528 $ 3,161,528
Mutual Life Insurance Company GAC #MM71160 8.46% matures
of New York 12/31/94 $ 1,631,871 $ 1,631,871
Provident Life & Accident #627-05395 rate 6.44%, matures
12/31/96 & 12/31/97 $ 1,652,935 $ 1,652,935
Prudential Insurance Company GA-7756-211 5.39% matures 12/31/98 $ 1,597,756 $ 1,597,756
State Street Short Term Fund $ 10,000 $ 10,000
Northern Trust Co. * Short Term Investment Fund $ 1,078,229 $ 1,078,229
</TABLE>
* party-in-interest
15
<PAGE> 16
AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
for the period April 1, 1994 (inception) to December 31, 1994
_______________
<TABLE>
<CAPTION>
EXPENSE
INCURRED
PURCHASE SELLING LEASE WITH
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE RENTAL TRANSACTION
- -------------------------- --------------------- -------- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
AirTouch Communications, Inc. Common stock: $25.09* - - $14,873
448,111 shares bought
in 47 transactions
2,091 shares sold in
5 transactions - $25.73* - $ 106
Northern Trust Co. Collective short-term
investment fund
279 purchases $ 1 - - -
330 sales - $ 1 - -
<CAPTION>
CURRENT VALUE
OF ASSET ON
COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED ASSET DATE OR (LOSS)
- -------------------------- ----- ------------- ---------
<S> <C> <C> <C>
AirTouch Communications, Inc. $11,242,687 $11,242,687 -
$ 48,198 $ 53,803 $5,499
Northern Trust Co.
$20,202,625 $20,202,625 -
$21,745,617 $21,745,617 -
</TABLE>
* Average price
16
<PAGE> 17
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
AirTouch Communications, Inc.
Retirement Plan
By: AirTouch Communications, Inc.
(Plan Administrator)
By: /s/ Lydell L. Christensen
--------------------------------
Lydell L. Christensen
Executive Vice President and
Chief Financial Officer
Date: June 29, 1995
17
<PAGE> 18
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23 Consent of Independent
Accountants
</TABLE>
18
<PAGE> 1
Exhibit 23
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
AirTouch Communications, Inc. on forms S-8 relating to the AirTouch
Communications, Inc. Retirement Plan (Registration Statement No. 33-57083),
AirTouch Communications, Inc. Employee Stock Purchase Plan (Registration
Statement No. 33-57077), and AirTouch Communications, Inc. 1993 Long-Term Stock
Incentive Plan (Registration Statement No. 33-57081) of our report dated May
5, 1995, on our audit of the financial statements of the AirTouch
Communications, Inc. Retirement plan as of December 31, 1994, and for the
period April 1, 1994 to December 31, 1994, filed as part of the Annual Report
on Form 10-K of AirTouch Communications, Inc. for the year ended December 31,
1994.
/s/ Coopers & Lybrand L.L.P.
----------------------------
San Francisco, California
June 23, 1995
19
