<PAGE> 1
AirTouch Communications, Inc. hereby amends the following exhibits of its
Annual Report for the year ended December 31, 1995 on Form 10-K as set forth in
the pages attached hereto:
(1) Exhibit 99.3
Annual Report on Form 11-K for the AirTouch Communications Retirement
Plan for the year 1995.
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.
AirTouch Communications, Inc.
By: /s/ Mohan S. Gyani
----------------------------
Mohan S. Gyani
Executive Vice President and
Chief Financial Officer
Date: June 28, 1996
1
<PAGE> 2
EXHIBIT 99.3
UNITED STATES
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, 1995
Commission File Number 1-12342
AirTouch Communications Retirement Plan
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
<PAGE> 3
TABLE OF CONTENTS
DESCRIPTION
<TABLE>
<CAPTION>
ITEM PAGE
- ------- ------
<S> <C>
Item 1. Financial Statements and Exhibits.
(a) Financial Statements of the Plan included herein:
Report of Independent Accountants - Price Waterhouse LLP 1
Report of Independent Accountants - Coopers & Lybrand L.L.P. 2
Financial Statements:
Statement of Net Assets Available for Benefits, with Fund
Information, at December 31, 1995. 3
Statement of Net Assets Available for Benefits, with Fund
Information, at December 31, 1994. 4
Statement of Changes in Net Assets Available for
Benefits, with Fund Information, for the year ended
December 31, 1995. 5
Statement of Changes in Net Assets Available for
Benefits, with Fund Information, for the period from
April 1, 1994 (inception) through December 31, 1994. 6
Notes to Financial Statements 7
Additional Information:
Schedule I - Item 27a - Assets Held for Investment Purposes
at December 31, 1995 15
Schedule V - Item 27d - Reportable Transactions for the year
ended December 31, 1995 16
Other schedules (Schedules II-IV) required by Section
2520.103-10 of the Department of Labor Rules and Regulations
for Reporting and Disclosure under ERISA have been omitted
because they are not applicable or the required information is
included in the financial statements.
(b) Exhibits:
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23.1 Consent of Independent
Accountants - Price Waterhouse LLP
23.2 Consent of Independent
Accountants - Coopers & Lybrand L.L.P.
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the AirTouch Communications Retirement Plan and AirTouch
Communications, Inc. as Administrator
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the AirTouch Communications Retirement Plan (the Plan) at December 31, 1995,
and the changes in net assets available for benefits for the year then ended, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I and Schedule V (Schedules) is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
additional information required by the Employee Retirement Income Security Act
of 1974 (ERISA). 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 benefits and changes in net assets available for benefits
of each fund. The Schedules and 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.
/s/ PRICE WATERHOUSE LLP
San Francisco, California
June 21, 1996
-1-
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the AirTouch Communications Retirement Plan and AirTouch
Communications, Inc. as Administrator
We have audited the accompanying statement of net assets available for benefits
with fund information of the AirTouch Communications 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 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 separate
fund information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
May 5, 1995
-2-
<PAGE> 6
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH TELESIS MONEY INTEREST
STOCK STOCK GROWTH EQUITY MARKET BOND BALANCED INCOME
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc.
common shares $40,660 $ $ $ $ $ $ $ $ 40,660
Pacific Telesis Group common
shares 15,378 15,378
SIT New Beginning Growth Fund 34,179 34,179
State Street S&P 500 Index
Flagship Fund 25,084 25,084
State Street Yield Plus Fund 9,572 9,572
State Street Bond Market Fund 2,185 2,185
State Street Balanced Fund 14,986 14,986
Short-term investments 938 15 200 160 37 150 909 2,409
Contracts with insurance companies 7,602 7,602
INVESCO Stable Value Fund 3,347 3,347
------- ------- ------- ------- ------- ------ ------- ------- --------
Total investments 41,598 15,393 34,179 25,284 9,732 2,222 15,136 11,858 155,402
------- ------- ------- ------- ------- ------ ------- ------- --------
Contributions receivable,
net of forfeitures 1,443 40 882 588 607 93 353 174 4,180
Fund transfers receivable and other 25 478 234 60 797
Dividends and interest receivable 250 1 251
------- ------- ------- ------- ------- ------ ------- ------- --------
Total assets 43,066 15,683 35,539 26,106 10,339 2,315 15,549 12,033 160,630
------- ------- ------- ------- ------- ------ ------- ------- --------
LIABILITIES
Fund transfers payable and other 438 139 16 388 981
------- ------- ------- ------- ------- ------ ------- ------- --------
Total liabilities -- 438 -- -- 139 16 -- 388 981
------- ------- ------- ------- ------- ------ ------- ------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $43,066 $15,245 $35,539 $26,106 $10,200 $2,299 $15,549 $11,645 $159,649
======= ======= ======= ======= ======= ====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 7
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH TELESIS MONEY INTEREST
STOCK STOCK GROWTH EQUITY MARKET BOND BALANCED INCOME
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc.
common shares $28,791 $ $ $ $ $ $ $ $ 28,791
Pacific Telesis Group common
shares 15,233 15,233
SIT New Beginning Growth Fund 21,131 21,131
State Street S&P 500 Index
Flagship Fund 15,407 15,407
State Street Yield Plus Fund 6,800 6,800
State Street Bond Market Fund 1,381 1,381
State Street Balanced Fund 10,010 10,010
Short-term investments 5 254 29 4 149 52 88 506 1,087
Contracts with insurance companies 10,244 10,244
------- ------- ------- ------- ------ ------ ------- ------- --------
Total investments 28,796 15,487 21,160 15,411 6,949 1,433 10,098 10,750 110,084
------- ------- ------- ------- ------ ------ ------- ------- --------
Contributions receivable,
net of forfeitures 2,211 (63) 1,242 823 1,034 139 628 95 6,109
Fund transfers receivable and other 685 59 10 363 1,117
Dividends and interest receivable 296 296
------- ------- ------- ------- ------ ------ ------- ------- --------
Total assets 31,692 15,720 22,461 16,244 7,983 1,572 10,726 11,208 117,606
------- ------- ------- ------- ------ ------ ------- ------- --------
LIABILITIES
Fund transfers payable and other 616 571 31 79 1,297
------- ------- ------- ------- ------ ------ ------- ------- --------
Total liabilities -- 616 -- -- 571 31 79 -- 1,297
------- ------- ------- ------- ------ ------ ------- ------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $31,692 $15,104 $22,461 $16,244 $7,412 $1,541 $10,647 $11,208 $116,309
======= ======= ======= ======= ====== ====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 8
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH TELESIS MONEY INTEREST
STOCK STOCK GROWTH EQUITY MARKET BOND BALANCED INCOME
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ $ 1,054 $ $ $ $ $ $ $ 1,054
Interest income 17 1 5 1 549 1 787 1,361
Net appreciation (depreciation)
of investments (977) 2,345 8,129 6,391 308 2,854 19,050
Employee contributions/
salary deferrals 4,581 3,130 2,147 912 335 1,642 212 12,959
Employer contributions 9,252 (16) 2,346 1,574 2,609 286 1,199 145 17,395
------- ------- ------- ------- ------- ------ ------- ------- --------
Total additions 12,873 3,384 13,610 10,113 4,070 929 5,696 1,144 51,819
------- ------- ------- ------- ------- ------ ------- ------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (1,911) (849) (1,378) (1,025) (532) (100) (830) (812) (7,437)
Forfeitures and other adjustments,
net 700 (1,102) (99) (47) (374) (12) (101) (7) (1,042)
------- ------- ------- ------- ------- ------ ------- ------- --------
Total deductions (1,211) (1,951) (1,477) (1,072) (906) (112) (931) (819) (8,479)
------- ------- ------- ------- ------- ------ ------- ------- --------
Change in net assets before
transfers 11,662 1,433 12,133 9,041 3,164 817 4,765 325 43,340
Interfund transfers, net (288) (1,292) 945 821 (376) (59) 137 112 --
------- ------- ------- ------- ------- ------ ------- ------- --------
Change in net assets 11,374 141 13,078 9,862 2,788 758 4,902 437 43,340
Net assets available for benefits,
December 31, 1994 31,692 15,104 22,461 16,244 7,412 1,541 10,647 11,208 116,309
------- ------- ------- ------- ------- ------ ------- ------- --------
Net assets available for benefits,
December 31, 1995 $43,066 $15,245 $35,539 $26,106 $10,200 $2,299 $15,549 $11,645 $159,649
======= ======= ======= ======= ======= ====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 9
AIRTOUCH COMMUNICATIONS 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 INTEREST
STOCK STOCK GROWTH EQUITY MARKET BOND BALANCED INCOME
FUND FUND FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ $ 1,224 $ $ $ $ $ $ $ 1,224
Interest income 10 4 1 1 194 1 582 793
Net appreciation (depreciation)
of investments 5,132 (593) 990 739 (1) 281 6,548
Employee contributions/
salary deferrals 2,934 1,792 1,219 505 235 1,062 7,747
Employer contributions 6,388 2,023 1,340 2,088 251 1,134 13,224
------- ------- ------- ------- ------- ------ ------- ------- --------
Total additions 14,464 635 4,806 3,299 2,787 485 2,478 582 29,536
------- ------- ------- ------- ------- ------ ------- ------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (780) (979) (760) (593) (433) (46) (336) (689) (4,616)
Forfeitures and other adjustments,
net 67 (542) (183) (144) (288) (12) (98) (102) (1,302)
------- ------- ------- ------- ------- ------ ------- ------- --------
Total deductions (713) (1,521) (943) (737) (721) (58) (434) (791) (5,918)
------- ------- ------- ------- ------- ------ ------- ------- --------
Change in net assets before
transfers 13,751 (886) 3,863 2,562 2,066 427 2,044 (209) 23,618
------- ------- ------- ------- ------- ------ ------- ------- --------
TRANSFERS:
Transfer from predecessor
plan (Note 1) 12,746 20,218 18,601 13,451 6,196 1,332 8,027 12,120 92,691
Interfund transfers, net 5,195 (4,228) (3) 231 (850) (218) 576 (703) --
------- ------- ------- ------- ------- ------ ------- ------- --------
Total transfers 17,941 15,990 18,598 13,682 5,346 1,114 8,603 11,417 92,691
------- ------- ------- ------- ------- ------ ------- ------- --------
Change in net assets 31,692 15,104 22,461 16,244 7,412 1,541 10,647 11,208 116,309
Net assets available for benefits,
April 1, 1994 -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------ ------- ------- --------
Net assets available for benefits,
December 31, 1994 $31,692 $15,104 $22,461 $16,244 $ 7,412 $1,541 $10,647 $11,208 $116,309
======= ======= ======= ======= ======= ====== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 10
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
Effective April 1, 1994, AirTouch Communications, Inc. (AirTouch),
formerly PacTel Corporation, was spun off from Pacific Telesis Group.
Effective with the spin off, AirTouch adopted the AirTouch
Communications 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 commencing April 1, 1994 (inception). The Plan is a defined
contribution plan covering eligible employees of AirTouch and
participating subsidiary companies of AirTouch 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).
The following description of the AirTouch Plan provides only general
information. Participants should refer to the Summary Plan Description
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.
ELIGIBILITY
An employee is eligible to participate in the Plan if he or she is an
employee of a Participating Entity and has completed at least six
consecutive months with at least 500 hours of service. Employees are
not eligible to participate if they are (a) covered by a collective
bargaining agreement that does not provide for Plan participation, (b)
employed by an AirTouch company that does not participate, (c) leased
employees or (d) nonresident aliens with no United States source
income.
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 are subject to restrictions
on in-service withdrawals. Before-tax deductions were limited to a
maximum of $9,240 for 1995 and 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.
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.
-7-
<PAGE> 11
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
PARTICIPATING ENTITY CONTRIBUTIONS
The Plan provides for four types of AirTouch contributions:
- 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.
- 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.
- 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 of AirTouch. "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.
- QNEC Contributions -- If a Participating Entity elects to make
Qualified Nonelective Contributions (QNEC) to meet Internal
Revenue Code nondiscrimination requirements, each non-highly
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.
INVESTMENT DIRECTIONS
A participant's own deductions and share of AirTouch contributions are
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 AirTouch contributions, other than Matching
Contributions, in increments of ten percent in one or more of the
following Investment Funds:
- The AirTouch Stock Fund
- The Telesis Stock Fund (closed to new contributions and incoming
transfers April 1, 1994)
- The Growth Fund
- The Equity Fund
- The Interest Income Fund
- The Money Market Fund
- The Bond Fund
- The Balanced Fund
-8-
<PAGE> 12
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
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
AirTouch 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 except that a participant may
transfer out of the AirTouch Stock Fund (excluding the AirTouch Match
account) to available funds on a monthly basis. 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 Telesis Stock
Fund, and amounts attributable to the post-spin AirTouch Match (which
are solely invested in the AirTouch Stock Fund), may not be transferred
from the AirTouch Stock Fund.
At spinoff, the following special one-time investment transfer options
were offered:
- a participant could elect to transfer all or a portion of his or
her Telesis Stock Fund account into any fund other than the
Interest Income Fund; and/or
- 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 is valued as of the
last business day of each calendar month (Note 2).
VESTING
Employee contributions and QNECs are always fully vested. Other
AirTouch contributions are fully vested if, before the participant
terminates employment, the participant dies, becomes disabled under
AirTouch's Long-Term Disability Plan, attains age 65, receives payment
from AirTouch's Severance Pay Plan, or the Plan is terminated or
partially terminated.
-9-
<PAGE> 13
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
AirTouch 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. AirTouch
contributions which are not yet vested will be forfeited when the
participant terminates employment.
IN-SERVICE WITHDRAWALS
While still an employee, a participant may withdraw all or part of the
value of his or her Rollover Account and/or Employee Contribution
Account. Additionally, a participant who is 100% vested in his or her
Matching Account may withdraw all or part of such account exclusive of
the amounts attributable to the post-spin AirTouch 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 participant's Salary Deferral Account may 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
participant's Salary Deferral Account, a participant may not make more
than two withdrawals in any period of 12 consecutive months. A
participant who makes a withdrawal from any account other than the
participant's Salary Deferral 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 participant's Salary Deferral 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
Salary Deferral 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 or beneficiary may elect to
receive the distribution on any later date not later than the 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 not later than five years after the participant's death. However,
-10-
<PAGE> 14
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
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.
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% vested
in AirTouch accounts, the nonvested portion of each AirTouch account
constitutes a forfeiture during the plan year in which the employment
terminated. Forfeitures arising from AirTouch contributions other than
the Variable Contribution are applied in the following order:
- to restore allocations for participants improperly excluded from
such allocations;
- to restore forfeitures for reinstated employees; and
- to reduce future AirTouch 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 of participants' accounts are prepared and distributed
quarterly.
VOTING
A participant will have the right to instruct the Trustee how to vote
the shares of AirTouch stock and Pacific Telesis Group stock allocated
to the participant's account under the AirTouch Stock Fund and Telesis
Stock Fund, respectively.
-11-
<PAGE> 15
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
ACCEPTANCE OF TAX-FREE ROLLOVERS
Participants or Eligible Employees may make a rollover of the taxable
portion of an 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. SUMMARY OF ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan are prepared in accordance with
generally accepted accounting principles (GAAP). Accordingly, revenues
are recognized when earned and expenses are recognized when incurred
(accrual basis).
Conformity with GAAP requires not only the use of the accrual basis of
accounting but also the use of estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INVESTMENTS AND INVESTMENT INCOME
The fair value of investments is determined as follows:
- 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.
- For those investments which represent an ownership of units of
investment funds held by an investment manager, the underlying
investments are valued based on published sources where available
or, if not available, from other sources considered reliable.
- Short-term investments are valued by the Trustee at cost, which
approximates market value.
Contracts with insurance companies in the Interest Income Fund are
reported at contract value, which is principal plus reinvested
interest, less distributions. The contracts bear interest at rates
from 5.39% to 8.90% and mature at various dates through 1998. The
contract value of such contracts approximates market value.
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.
-12-
<PAGE> 16
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
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.
PLAN EXPENSES
Expenses of the Plan, with the exception of the Growth Fund, are paid
directly by AirTouch 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.
UNPAID PARTICIPANT ACCOUNTS
At December 31, 1995 and 1994, amounts allocated to accounts of
participants who have elected to withdraw from the Plan but have not
been paid totaled $1,210,000 and $440,000, respectively, and are
included in net assets available for benefits. These amounts are
reported as a liability in the Form 5500 as required by the Department
of Labor.
RECLASSIFICATIONS
Certain amounts in the 1994 financial statements have been reclassified
to conform to the current year presentation. Such reclassifications did
not change the previously reported totals of net assets available for
plan benefits or change in net assets.
3. TAX STATUS
AirTouch has received a favorable determination letter from the
Internal Revenue Service as to the qualified status of the Plan.
AirTouch is of the opinion that the Plan continues to fulfill the
requirements of the Internal Revenue Code and the ERISA, and that the
trust, which forms a part of the Plan, is exempt from income tax.
Accordingly, no provision has been made for federal or state income
taxes.
4. SUBSEQUENT EVENT
Effective June 1, 1996, the Plan was amended. Significant new or
revised provisions of the Plan include the following:
- An employee is eligible to participate in the Plan after three
months of employment and satisfaction of all eligibility
requirements. An employee is 100% vested in AirTouch
contributions after completing three years of service.
- Plan investments will be valued and participants will have the
ability to change investment options on a daily basis.
-13-
<PAGE> 17
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
- Participant loans are now available in the form of general
purpose loans (repaid over a maximum of 4 1/2 years) and loans
for the purchase of a principal residence (repaid over a maximum
of ten years). Participant loans are collateralized by the
participant's vested interests in the Plan and subject to
approval and limitations set forth in the Plan (as amended) and
the Internal Revenue Code. Interest is payable at the Prime Rate
plus 1% and all principal and interest payments are applied to
the participant's account.
- There are now thirteen investment options under the Plan.
Participants should refer to the Retirement Plan Information packet for
a more complete description of Plan provisions, as amended.
-14-
<PAGE> 18
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION
IDENTITY OF ISSUE OF INVESTMENT COST CURRENT VALUE
<S> <C> <C> <C>
AirTouch Communications, Inc.* Common Stock $ 36,749 $ 40,660
Pacific Telesis Group Common Stock 11,747 15,378
SIT New Beginning Growth Fund Mutual Fund 27,479 34,179
State Street S&P 500 Index
Flagship Fund Collective Trust Fund 16,995 25,084
State Street Yield Plus Fund Collective Trust Fund 9,572 9,572
State Street Bond Market Fund Collective Trust Fund 1,848 2,185
State Street Balanced Fund Collective Trust Fund 11,288 14,986
INVESCO Stable Value Fund Diversified Pooled Fund 3,347 3,347
John Hancock Life Ins. Co. GAC 6082, 6.61%, 1,332 1,332
matures 12/31/96
Metropolitan Life Ins. Co. GA #12050, 8.9%, 3,135 3,135
matures 12/31/95
Provident Life & Accident #627-05395, 6.44%, 1,602 1,602
matures 12/31/96 and 12/31/97
Prudential Insurance Company GA-7756-211, 5.39%, 1,533 1,533
matures 12/31/98
State Street Short-term Fund 10 10
The Northern Trust Company* Short-term Investment
Fund 2,399 2,399
-------- --------
$129,036 $155,402
======== ========
</TABLE>
* Party-in-interest
-15-
<PAGE> 19
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PRICE DATA)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSE CURRENT VALUE
INCURRED OF ASSET ON
IDENTITY OF DESCRIPTION OF PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN
PARTY INVOLVED ASSETS PRICE PRICE RENTAL TRANSACTION ASSET DATE OR (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AirTouch Communications, Inc. Common stock:
522,299 shares bought
in 47 transactions $28.209* $14,734 $14,734
16,630 shares sold in
5 transactions $29.502* $1 $ 416 $ 491 $ 74
The Northern Trust Company Collective short-term
investment fund:
388 purchases $ 1.00 $28,625 $28,625
434 sales $ 1.00 $27,849 $27,849
SIT New Beginning Growth Fund Mutual fund:
686,421 shares bought
in 23 transactions $13.013* $ 8,933 $ 8,933
34,626 shares sold in
12 transactions $14.721* $ 372 $ 510 $138
</TABLE>
* Average price per share
(1) Transactions during the year ended December 31, 1995 in excess of 5% of the
current value of Plan assets at January 1, 1995 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
-16-
<PAGE> 20
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
Retirement Plan
By: AirTouch Communications, Inc.
(Plan Administrator)
By: /s/ Mohan S. Gyani
----------------------------
Mohan S. Gyani
Executive Vice President and
Chief Financial Officer
Date: June 28, 1996
17
<PAGE> 21
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
------- --------------
<S> <C>
23.1 Consent of Independent
Accountants - Price Waterhouse LLP
23.2 Consent of Independent
Accountants - Coopers & Lybrand L.L.P.
</TABLE>
18
<PAGE> 22
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-57083) of AirTouch Communications, Inc. of our
report dated June 21, 1996 appearing on page 1 of the Annual Report of the
AirTouch Communications Retirement Plan on Form 11-K for the year ended
December 31, 1995.
/s/ PRICE WATERHOUSE LLP
San Francisco, California
June 27, 1996
<PAGE> 23
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 33-57083) of AirTouch Communications, Inc. of our report dated May
5, 1995 on our audit of the financial statements of the AirTouch Communications
Retirement Plan as of December 31, 1994 and for the period April 1, 1994
(inception) to December 31, 1994, filed as part of the Annual Report on Form
11-K for the year ended December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
June 27, 1996
