|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: IAI INVESTMENT FUNDS II INC, 24F-2NT, 1998-06-26 |
Next: ELLIOTT ASSOCIATES LP, SC 13D/A, 1998-06-26 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11- K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ______________ to
______________
Commission File Number 1-12342
AirTouch Communications Retirement Plan
Air Touch Communications, Inc.
One California Street
San Francisco, CA 94111
<PAGE> 2
TABLE OF CONTENTS
Description
<TABLE>
<CAPTION>
ITEM
<S> <C> <C>
Item 1. Financial Statements and Exhibits
(a)Financial Statements of the Plan included herein:
Report of Independent Accountants - Price Waterhouse LLP 1
Financial Statements:
Statement of Net Assets Available for Benefits,
with Fund Information, at December 31, 1997 2
Statement of Net Assets Available for Benefits,
with Fund Information, at December 31, 1996 4
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, for the year ended December 31, 1997 6
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, for the year ended December 31, 1996 8
Notes to Financial Statements 10
Additional Information:
Schedule I - Item 27a - Assets Held for Investment Purposes
at December 31, 1997 16
Schedule V - Item 27d - Reportable Transactions for the year
ended December 31, 1997 17
</TABLE>
Note: Other schedules (Schedules II-IV) required by Section
2520.103-10 of the Department Labor Rules and Regulations
for the 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:
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Accountants
Price Waterhouse LLP
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of the AirTouch
Communications Retirement Plan and
AirTouch Communications, Inc. as Administrator
In our opinion, the accompanying statements of net assets available for benefits
and the related statements 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 (Plan) at December 31, 1997 and
1996, and the changes in net assets available for benefits for the years 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 audits. We conducted our audits 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 audits provide a reasonable basis for the opinion expressed
above.
Our audits were 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 statements of net assets available
for benefits and the statements 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 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/ PRICE WATERHOUSE LLP
San Francisco, California
June 18, 1998
<PAGE> 4
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH INTERNATIONAL MONEY LIFEPATH
STOCK EQUITY GROWTH EQUITY MARKET BOND 2000
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc. common stock $85,590 $ -- $ -- $ -- $ -- $ -- $ --
Europacific Growth Fund 8,173
Fidelity Contrafund 85,789
Wells Fargo Equity Index 74,985
Barclays US Money Market Fund 14,782
Barclays LifePath 2000 221
Barclays LifePath 2010
Barclays LifePath 2020
Barclays LifePath 2030
Barclays LifePath 2040
Barclays Daily US Debt Fund 10,039
Short-term investments 215
Contracts with insurance companies
INVESCO Stable Value Fund
Loans to participants
------- ------- ------- ------- ------- ------- -------
Total investments 85,805 8,173 85,789 74,985 14,782 10,039 221
Contributions receivable, net of forfeitures 2,054 444 2,562 2,153 90 338 11
Other 24 67 53 137
Dividends and interest receivable 6 20 76
------- ------- ------- ------- ------- ------- -------
Total assets 87,865 8,641 88,438 77,191 15,085 10,377 232
------- ------- ------- ------- ------- ------- -------
LIABILITIES
Other 474 37
------- ------- ------- ------- ------- ------- -------
Total liabilities 474 -- -- -- -- 37 --
------- ------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS $87,391 $ 8,641 $88,438 $77,191 $15,085 $10,340 $ 232
======= ======= ======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 5
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997 (CONTINUED)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH LIFEPATH
2010 2020 2030 2040
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc. common stock $ -- $ -- $ -- $ --
Europacific Growth Fund
Fidelity Contrafund
Wells Fargo Equity Index
Barclays US Money Market Fund
Barclays LifePath 2000
Barclays LifePath 2010 1,238
Barclays LifePath 2020 26,154
Barclays LifePath 2030 14,617
Barclays LifePath 2040 2,151
Barclays Daily US Debt Fund
Short-term investments
Contracts with insurance companies
INVESCO Stable Value Fund
Loans to participants
---------- ---------- ---------- ----------
Total investments 1,238 26,154 14,617 2,151
Contributions receivable, net of forfeitures 51 722 1,561 155
Other 12
Dividends and interest receivable
---------- ---------- ---------- ----------
Total assets 1,289 26,876 16,190 2,306
---------- ---------- ---------- ----------
LIABILITIES
Other 24 3
---------- ---------- ---------- ----------
Total liabilities -- 24 -- 3
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,289 $ 26,852 $ 16,190 $ 2,303
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
INTEREST CASH
INCOME PARTICIPANT & CASH
FUND LOANS EQUIVALENTS TOTAL
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc. common stock $ -- $ -- $ -- $ 85,590
Europacific Growth Fund 8,173
Fidelity Contrafund 85,789
Wells Fargo Equity Index 74,985
Barclays US Money Market Fund 14,782
Barclays LifePath 2000 221
Barclays LifePath 2010 1,238
Barclays LifePath 2020 26,154
Barclays LifePath 2030 14,617
Barclays LifePath 2040 2,151
Barclays Daily US Debt Fund 10,039
Short-term investments 1,051 53 1,319
Contracts with insurance companies 192 192
INVESCO Stable Value Fund 10,958 10,958
Loans to participants 8,700 8,700
---------- ---------- ---------- ----------
Total investments 12,201 8,700 53 344,908
Contributions receivable, net of forfeitures 150 10,291
Other 282 575
Dividends and interest receivable 63 165
---------- ---------- ---------- ----------
Total assets 12,696 8,700 53 355,939
---------- ---------- ---------- ----------
LIABILITIES
Other 538
---------- ---------- ---------- ----------
Total liabilities -- -- -- 538
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 12,696 $ 8,700 $ 53 $ 355,401
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH SBC INTERNATIONAL
STOCK STOCK EQUITY GROWTH
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc. common stock $ 43,944 $ -- $ -- $ --
SBC Communications, Inc. (formerly Pacific Telesis
Group) common stock 13,922
Europacific Growth Fund 2,085
Fidelity Contrafund 49,926
Wells Fargo Equity Index
Barclays US Money Market Fund
Barclays LifePath 2000
Barclays LifePath 2010
Barclays LifePath 2020
Barclays LifePath 2030
Barclays LifePath 2040
Barclays Daily US Debt Fund
Short-term investments 417 76
Contracts with insurance companies
INVESCO Stable Value Fund
Loans to participants
Total investments ---------- ---------- ---------- ----------
44,361 13,998 2,085 49,926
Contributions receivable, net of forfeitures 1,159 81 1,046
Other 8
Dividends and interest receivable 1 120 12
---------- ---------- ---------- ----------
Total assets 45,521 14,118 2,174 50,984
---------- ---------- ---------- ----------
LIABILITIES
Other 47 42 78
---------- ---------- ---------- ----------
Total liabilities 47 42 -- 78
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 45,474 $ 14,076 $ 2,174 $ 50,906
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
MONEY LIFEPATH
EQUITY MARKET BOND 2000
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc. common stock $ -- $ -- $ -- $ --
SBC Communications, Inc. (formerly Pacific Telesis
Group) common stock
Europacific Growth Fund
Fidelity Contrafund
Wells Fargo Equity Index 36,637
Barclays US Money Market Fund 12,212
Barclays LifePath 2000 39
Barclays LifePath 2010
Barclays LifePath 2020
Barclays LifePath 2030
Barclays LifePath 2040
Barclays Daily US Debt Fund 2,899
Short-term investments
Contracts with insurance companies
INVESCO Stable Value Fund
Loans to participants
---------- ---------- ---------- ----------
Total investments 36,637 12,212 2,899 39
Contributions receivable, net of forfeitures 682 556 99 3
Other 32
Dividends and interest receivable 55
---------- ---------- ---------- ----------
Total assets 37,351 12,823 2,998 42
---------- ---------- ---------- ----------
LIABILITIES
Other 16 2
---------- ---------- ---------- ----------
Total liabilities -- 16 2 --
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 37,351 $ 12,807 $ 2,996 $ 42
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 7
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996 (CONTINUED)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH LIFEPATH
2010 2020 2030 2040
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc., common stock $ -- $ -- $ -- $ --
SBC Communications, Inc. (formerly Pacific
Telesis Group) common stock
Europacific Growth Fund
Fidelity Contrafund
Wells Fargo Equity Index
Barclays US Money Market Fund
Barclays LifePath 2000
Barclays LifePath 2010 137
Barclays LifePath 2020 17,365
Barclays LifePath 2030 292
Barclays LifePath 2040 189
Barclays Daily US Debt Fund
Short-term Investments
Contracts with insurance companies
INVESCO Stable Value Fund
Loans to participants
========== ========== ========== ==========
Total investments 137 17,365 292 189
Contributions receivable, net of forfeitures 10 373 27 19
Other 4
Dividends and interest receivable
---------- ---------- ---------- ----------
Total assets 147 17,738 323 208
---------- ---------- ---------- ----------
LIABILITIES
Other 12
---------- ---------- ---------- ----------
Total liabilities -- 12 -- --
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 147 $ 17,726 $ 323 $ 208
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
INTEREST CASH
INCOME PARTICIPANT & CASH
FUND LOANS EQUIVALENTS TOTAL
<S> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc., common stock $ -- $ -- $ -- $ 43,944
SBC Communications, Inc. (formerly Pacific
Telesis Group) common stock 13,922
Europacific Growth Fund 2,085
Fidelity Contrafund 49,926
Wells Fargo Equity Index 36,637
Barclays US Money Market Fund 12,212
Barclays LifePath 2000 39
Barclays LifePath 2010 137
Barclays LifePath 2020 17,365
Barclays LifePath 2030 292
Barclays LifePath 2040 189
Barclays Daily US Debt Fund 2,899
Short-term Investments 1,596 56 2,145
Contracts with insurance companies 1,737 1,737
INVESCO Stable Value Fund 7,490 7,490
Loans to participants 4,982 4,982
---------- ---------- ---------- ----------
Total investments 10,823 4,982 56 196,001
Contributions receivable, net of forfeitures 72 4,127
Other 44
Dividends and interest receivable 42 230
---------- ---------- ---------- ----------
Total assets 10,937 4,982 56 200,402
---------- ---------- ---------- ----------
LIABILITIES
Other 22 219
---------- ---------- ---------- ----------
Total liabilities 22 -- -- 219
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 10,915 $ 4,982 $ 56 $ 200,183
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 8
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH SBC INTERNATIONAL
STOCK STOCK EQUITY GROWTH
FUND FUND FUND FUND
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ 341 $ -- $ --
Interest income 32 7 292 7,066
Net appreciation (depreciation) of investments 33,152 5,857 (67) 8,301
Employee contributions/salary deferrals 3,757 4 1,292 7,107
Employer contributions 17,891 11 1,004 6,402
Loans to participants
---------- ---------- ---------- ----------
Total additions 54,832 6,220 2,521 28,876
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 4,862 927 342 7,038
Forfeitures and other adjustments, net 708 640 84 1,311
---------- ---------- ---------- ----------
Total deductions 5,570 1,567 426 8,349
---------- ---------- ---------- ----------
Change in net assets before transfers 49,262 4,653 2,095 20,527
Transfer from merged plans 19,177
Interfund transfers, net (7,345) (18,729) 4,372 (2,172)
---------- ---------- ---------- ----------
Change in net assets 41,917 (14,076) 6,467 37,532
Net assets available for benefits, December 31, 1996 45,474 14,076 2,174 50,906
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1997 $ 87,391 $ -- $ 8,641 $ 88,438
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
MONEY LIFEPATH
EQUITY MARKET BOND 2000
FUND FUND FUND FUND
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ --
Interest income 825
Net appreciation (depreciation) of investments 14,454 759 10
Employee contributions/salary deferrals 5,324 1,655 933 38
Employer contributions 4,750 3,481 843 26
Loans to participants
---------- ---------- ---------- ----------
Total additions 24,528 5,961 2,535 74
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 4,827 2,837 749 12
Forfeitures and other adjustments, net (915) 182 322 1
---------- ---------- ---------- ----------
Total deductions 3,912 3,019 1,071 13
---------- ---------- ---------- ----------
Change in net assets before transfers 20,616 2,942 1,464 61
Transfer from merged plans 11,493 3,927
Interfund transfers, net 7,731 (664) 1,953 129
---------- ---------- ---------- ----------
Change in net assets 39,840 2,278 7,344 190
Net assets available for benefits, December 31, 1996 37,351 12,807 2,996 42
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1997 $ 77,191 $ 15,085 $ 10,340 $ 232
========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 9
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997 (CONTINUED) (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH LIFEPATH
2010 2020 2030 2040
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ --
Interest income
Net appreciation (depreciation) of investments 71 4,345 493 213
Employee contributions/ salary deferrals 387 2,184 413 395
Employer contributions 110 1,945 2,318 292
Loans to participants
---------- ---------- ---------- ----------
Total additions 568 8,474 3,224 900
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 156 1,895 234 275
Forfeitures and other adjustments, net 9 538 37 24
---------- ---------- ---------- ----------
Total deductions 165 2,433 271 299
---------- ---------- ---------- ----------
Change in net assets before transfers 403 6,041 2,953 601
Transfer from merged plans 5,256
Interfund transfers, net 739 (2,171) 12,914 1,494
---------- ---------- ---------- ----------
Change in net assets 1,142 9,126 15,867 2,095
Net assets available for benefits, December 31, 1996 147 17,726 323 208
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1997 $ 1,289 $ 26,852 $ 16,190 $ 2,303
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
INTEREST CASH
INCOME PARTICIPANT & CASH
FUND LOANS EQUIVALENTS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ 341
Interest income 742 550 21 9,535
Net appreciation (depreciation) of investments (4) 67,584
Employee contributions/ salary deferrals 348 23,837
Employer contributions 361 39,434
Loans to participants 6,708 6,708
--------- ---------- ---------- ----------
Total additions 1,451 7,254 21 147,439
--------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 1,325 25,479
Forfeitures and other adjustments, net 94 3,536 24 6,595
--------- ---------- ---------- ----------
Total deductions 1,419 3,536 24 32,074
--------- ---------- ---------- ----------
Change in net assets before transfers 32 3,718 (3) 115,365
Transfer from merged plans 39,853
Interfund transfers, net 1,749 --
--------- ---------- ---------- ----------
Change in net assets 1,781 3,718 (3) 155,218
Net assets available for benefits, December 31, 1996 10,915 4,982 56 200,183
--------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1997 $ 12,696 $ 8,700 $ 53 $ 355,401
========= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
-7-
<PAGE> 10
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH SBC INTERNATIONAL
STOCK STOCK EQUITY GROWTH EQUITY
FUND FUND FUND FUND FUND
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ 613 $ -- $ -- $ --
Interest income 20 4 56 450 9
Net appreciation (depreciation) of investments (5,168) 1,194 93 8,865 6,383
Employee contributions/ salary deferrals 3,835 8 321 4,810 3,199
Employer contributions 10,836 35 116 3,130 2,112
Loans to participants
---------- ---------- ---------- ---------- ----------
Total additions 9,523 1,854 586 17,255 11,703
---------- ---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 4,847 1,004 36 2,951 2,094
Forfeitures and other adjustments, net 587 679 (7) (22) (86)
---------- ---------- ---------- ---------- ----------
Total deductions 5,434 1,683 29 2,929 2,008
---------- ---------- ---------- ---------- ----------
Change in net assets before transfers 4,089 171 557 14,326 9,695
Interfund transfers, net (1,681) (1,340) 1,617 1,041 1,550
---------- ---------- ---------- ---------- ----------
Change in net assets 2,408 (1,169) 2,174 15,367 11,245
Net assets available for benefits, December 31, 1995 43,066 15,245 35,539 26,106
---------- ---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1996 $ 45,474 $ 14,076 $ 2,174 $ 50,906 $ 37,351
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
MONEY LIFEPATH LIFEPATH
MARKET BOND 2000 2010
FUND FUND FUND FUND
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ --
Interest income 609 1
Net appreciation (depreciation) of investments 110 3 4
Employee contributions/ salary deferrals 909 443 3 32
Employer contributions 1,949 296 3 14
Loans to participants
---------- ---------- ---------- ----------
Total additions 3,467 850 9 50
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 1,320 196 12
Forfeitures and other adjustments, net 446 21
---------- ---------- ---------- ----------
Total deductions 1,766 217 -- 12
---------- ---------- ---------- ----------
Change in net assets before transfers 1,701 633 9 38
Interfund transfers, net 906 64 33 109
---------- ---------- ---------- ----------
Change in net assets 2,607 697 42 147
Net assets available for benefits, December 31, 1995 10,200 2,299
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1996 $ 12,807 $ 2,996 $ 42 $ 147
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 11
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996 (CONTINUED) (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH
2020 2030 2040 BALANCED
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ --
Interest income 3 2
Net appreciation (depreciation) of investments 77 18 13 1,992
Employee contributions/ salary deferrals 873 99 97 859
Employer contributions 751 30 22 387
Loans to participants
---------- ---------- ---------- ----------
Total additions 1,704 147 132 3,240
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 925 7 10 88
Forfeitures and other adjustments, net 48 (192)
---------- ---------- ---------- ----------
Total deductions 973 7 10 (104)
---------- ---------- ---------- ----------
Change in net assets before transfers 731 140 122 3,344
Interfund transfers, net 16,995 183 86 (18,893)
---------- ---------- ---------- ----------
Change in net assets 17,726 323 208 (15,549)
Net assets available for benefits, December 31, 1995 15,549
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1996 $ 17,726 $ 323 $ 208 $ --
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
INTEREST CASH
INCOME PARTICIPANT & CASH
FUND LOANS EQUIVALENTS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ 613
Interest income 691 131 9 1,985
Net appreciation (depreciation) of investments 13,584
Employee contributions/ salary deferrals 284 15,772
Employer contributions 215 19,896
Loans to participants 5,457 5,457
---------- ---------- ---------- ----------
Total additions 1,190 5,588 9 57,307
---------- ---------- ---------- ----------
Deductions from net assets:
Distributions to participants 1,255 14,745
Forfeitures and other adjustments, net (5) 606 (47) 2,028
---------- ---------- ---------- ----------
Total deductions 1,250 606 (47) 16,773
---------- ---------- ---------- ----------
Change in net assets before transfers (60) 4,982 56 40,534
Interfund transfers, net (670)
---------- ---------- ---------- ----------
Change in net assets (730) 4,982 56 40,534
Net assets available for benefits, December 31, 1995 11,645 159,649
---------- ---------- ---------- ----------
Net assets available for benefits, December 31, 1996 $ 10,915 $ 4,982 $ 56 $ 200,183
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE> 12
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
Effective April 1, 1994, AirTouch Communications, Inc. (AirTouch or
Company) adopted the AirTouch Communications Retirement Plan (AirTouch
Plan or Plan). 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).
During 1996, AirTouch acquired Cellular Communications, Inc. (CCI) and
became the sponsor of two additional defined contribution plans ("Great
Lakes Market Plans"). Effective January 1, 1997, participants in the Great
Lakes Market Plans became participants in the Plan. Subsequently, on
January 27, 1997, the assets of the Great Lakes Market Plans with an
aggregate fair value of $39.9 million were transferred to the Plan.
The following description of the Plan provides only general information
and includes certain changes to the Plan effective June 1, 1996 and
October 1, 1997. Participants should refer to the Summary Plan Description
and Prospectus 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 three consecutive
months with at least 250 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
Effective October 1, 1997, new employees (after they meet the service
requirements) are automatically enrolled in the Plan at a 2% of pay
before-tax contribution level unless they elect otherwise. The 2%
before-tax deduction is invested in the LifePath 2030 Fund if the
participant does not affirmatively elect another investment fund.
A participant may elect to contribute to the Plan in the amount of any
whole percentage not to exceed 16% (10% for participants who qualify as
highly compensated employees) of compensation. Contributions may be
designated as before-tax deductions (Salary Deferrals) or as after-tax
deductions (Employee Contributions). Salary Deferrals were limited to
$9,500 for 1997 and 1996. This maximum before-tax allowable limit is
subject to annual revision for cost-of-living increases.
PARTICIPATING ENTITY CONTRIBUTIONS
There are four types of Participating Entity contributions:
o Basic Contributions - Each participant may receive an allocation of
Basic Contributions equal to a percentage between zero and 6% of
compensation, depending on the rate selected by his or her
Participating Entity.
-10-
<PAGE> 13
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
o Matching Contributions - Each participant receives Matching
Contributions equal to 100% of his or her Salary Deferrals and
Employee Contributions. For this purpose, monthly Salary Deferrals
and Employee Contributions on behalf of each participant in excess
of 6% of his or her compensation for such month are disregarded.
o 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 a Variable Contribution 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.
o QNEC Contributions - Participating Entities may elect to make
contributions for non-highly compensated participants in the form of
Qualified Nonelective Contributions (QNEC) to meet Internal Revenue
Code (IRC) nondiscrimination requirements. The QNEC may be a
percentage of the participant's compensation or a fixed dollar
amount per eligible participant.
INVESTMENT DIRECTIONS
Contributions are remitted to The Northern Trust Company, as Trustee, for
investment under the Plan. A participant may direct the investment of his
or her account balance, other than unvested Matching Contributions, in
increments of one percent in one or more of the following Investment
Funds:
o AirTouch Stock Fund
o International Equity Fund (beginning June 1, 1996)
o Growth Fund
o Equity Fund
o Interest Income Fund
o Money Market Fund
o Bond Fund
o LifePath Funds 2000, 2010, 2020, 2030, 2040 (beginning June 1, 1996)
Matching Contributions are invested entirely in the AirTouch Stock Fund. A
participant may, on a daily basis, 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 investment
funds. Amounts may be transferred in one percent increments from a fund.
No amounts may be transferred from the Interest Income Fund to the Money
Market Fund. No amounts could be transferred to the SBC Stock Fund, and
Matching Contributions may not be transferred from the AirTouch Stock Fund
until fully vested.
The participant's interest in the investment funds is valued daily at the
closing price of the funds on the New York Stock Exchange (Note 2).
-11-
<PAGE> 14
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
VESTING
Salary Deferrals, Employee Contributions and QNECs are always fully
vested.
Participating Entity contributions vest on the earliest of the completion
of 3 years of service, death, disability, attainment of age 65 while
employed, or Plan termination.
A participant receives credit for a year of service for each calendar year
in which at least 1,000 hours of service are completed. Participating
Entity contributions which are not yet vested are forfeited when the
participant terminates employment.
PARTICIPANT LOANS
Participants who are active AirTouch employees may borrow against their
account balance subject to the limitations and restrictions set forth in
the Plan's prospectus and the IRC. All loans bear a fixed interest rate
equal to the Prime Rate plus one percentage point. There are two types of
loans available. General purpose loans must be repaid over a maximum 4
1/2-year term, and principal residence loans must be repaid over a maximum
10-year term. Payments of principal and interest are made by participants
through payroll deductions, which may not exceed 25% of a participant's
base pay per pay period. The loans are secured by the participant's
account balance. The loans can be paid in full at any time without
penalty.
IN-SERVICE WITHDRAWALS
The Plan provides for four types of participant withdrawals:
o Employee Contributions Account and/or Rollover Account -
Participants may withdraw all or part of their Employee
Contributions Account and/or Rollover Account for any reason. No
Matching Contributions are allocated for six months following
withdrawal.
o Company Matching Contributions Account - Participants who are 100%
vested may withdraw all or part of their Matching Contributions
Account. No Matching Contributions are allocated for six months
following withdrawal.
o Age 59 1/2 Withdrawal - Participants may withdraw from their Salary
Deferral Account and their investment earnings after they reach age
59 1/2. This is permitted only after the participant has withdrawn
the maximum from his or her Employee Contributions Account, Rollover
Account, and vested Matching Contributions Account. No suspension of
Matching Contributions applies.
o Hardship Withdrawal - Participants with financial hardship may
withdraw from their Salary Deferral Account. Such withdrawals are
permitted only after the participant has first taken a loan and has
withdrawn the maximum from his or her Employee Contributions
Account, Rollover Account, and vested Matching Contributions
Account. No Matching Contributions are allocated for six months
following withdrawal.
In addition, all withdrawals are made pro rata from the various investment
funds. Other than withdrawals from the participant's Salary Deferral
Account, a participant may not make more than
-12-
<PAGE> 15
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
two withdrawals in any calendar year. Withdrawals made before the age of
59 1/2 are subject to tax penalty.
DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
If a participant terminates employment after he or she is fully vested,
his or her account balance will be distributed in a single sum. In the
case of the participant's death, a single sum will be distributed to the
participant's beneficiary. If a participant terminates employment before
he or she is fully vested, the vested portion of his or her account
balance 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 15th or last day of the month in which termination
of employment or death occurs. If a participant's account balance exceeds
$3,500, the participant or beneficiary may elect to receive the
distribution on any later date but not later than April 1 following the
calendar year the participant reaches the age of 70 1/2. A beneficiary may
elect to receive the distribution on any later date but not 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 a participant's account balance 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 occurs.
FORMS OF DISTRIBUTION
A participant's vested account balance will be distributed in the form of
a single lump sum in cash except that, if any portion of the account
balance is invested in the AirTouch Stock Fund, the participant may elect
to receive that portion in whole shares of AirTouch common stock and cash
for any fractional shares.
If a participant ceases to be an employee before becoming 100% vested, the
nonvested portion of his or her account balance is forfeited during the
plan year in which employment terminates. Forfeitures arising from
Participating Entity contributions other than the Variable Contribution
are applied in the following order:
o to restore allocations for participants improperly excluded from
such allocations;
o to restore forfeitures for reinstated employees; and
o to reduce future Participating Entity contributions.
Forfeitures arising from the Variable Contribution are reallocated when
the Variable Contribution is credited to participants' accounts.
RESTORATION OF FORFEITED AMOUNTS
Forfeitures will be restored to a participant's account 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.
-13-
<PAGE> 16
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
ACCEPTANCE OF TAX-FREE ROLLOVERS
Eligible participants may rollover the taxable portion of an eligible
rollover distribution from another tax-qualified plan or IRA by
contributing all or part of that distribution in cash to the Plan. The
rollover does not qualify for Matching Contributions.
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:
o Shares or equivalent shares in the AirTouch Stock Fund and SBC Stock
Fund are valued based on the daily closing price as reported on the
New York Stock Exchange composite tape.
o 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.
o Short-term investments are valued by the Trustee at cost, which
approximates market value.
At December 31, 1997, the Company has one contract remaining with an
insurance company in the Interest Income Fund and is reported at contract
value, which is principal plus reinvested interest, less distributions.
The contract bears interest at 5.24% and matures on December 31, 1998. At
December 31, 1996, the Company had contracts bearing interest at rates
from 5.24% to 6.29% maturing at various dates through 1998. The contract
value of such contracts approximates market value. Over 98% of the
Interest Income Fund is currently invested in a stable value fund.
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.
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.
-14-
<PAGE> 17
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
PLAN EXPENSES
Expenses of the Plan are paid directly by the Participating Entity and the
Plan's participants 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 held by the Plan are reflected in the
accounts of the Plan.
UNPAID PARTICIPANT ACCOUNTS
At December 31, 1997 and 1996, amounts allocated to accounts of
participants who have terminated employment without taking a distribution
totaled $1,669,000 and $691,000, 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.
3. TAX-QUALIFIED STATUS
AirTouch received a favorable determination letter on March 26, 1996 from
the Internal Revenue Service as to the tax-qualified status of the Plan.
The Plan has been amended since receiving the determination letter.
AirTouch believes that the Plan, as amended, continues to fulfill the
requirements of the Internal Revenue Code and 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
In April 1998, the Company acquired the U.S. cellular business of MediaOne
Group, formerly U S WEST Media Group (NewVector). Effective May 1, 1998,
former NewVector employees became participants in the Plan. In May, 1998
the U.S. West Savings Plan transferred the account balances of former
NewVector employees with a fair value of $49.0 million to the Plan.
-15-
<PAGE> 18
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
SCHEDULE I - ITEM 27A - ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
<S> <C> <C> <C>
AirTouch Stock Fund * Common Stock $ 57,840 $ 85,590
Europacific Growth Fund International Equity Fund 8,547 8,173
Fidelity Contrafund Growth Fund 76,456 85,789
Barclays Equity Index Equity Fund 56,099 74,985
Barclays US Money Market Short-term Fund 14,782 14,782
Barclays LifePath 2000 Asset Allocation Fund 214 221
Barclays LifePath 2010 Asset Allocation Fund 1,192 1,238
Barclays LifePath 2020 Asset Allocation Fund 21,021 26,154
Barclays LifePath 2030 Asset Allocation Fund 14,152 14,617
Barclays LifePath 2040 Asset Allocation Fund 2,006 2,151
Barclays Daily US Debt Fund Bond Fund 9,312 10,039
The Northern Trust Company* Short-term Investment Fund 1,319 1,319
Contracts with insurance companies:
Prudential Insurance Company GA-7756-211, 5.24%,
matures December 31, 1998 192 192
INVESCO Stable Value Fund Diversified Pooled Fund 10,958 10,958
Participant Loans Loans issued for terms of 1-10
years with 7.50% - 9.25% interest
during 1997 - 8,700
-------- --------
$274,090 $344,908
======== ========
</TABLE>
* Party-in-interest
-16-
<PAGE> 19
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
SCHEDULE V - ITEM 27D - REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT FOR PRICE DATA)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense
Incurred
Identity of Description of Purchase Selling Lease With
Party Involved Assets Price Price Rental Transactions
<S> <C> <C> <C> <C> <C>
AirTouch Stock Fund 984,715 shares bought in 53 transactions $29.95*
640,204 shares sold in 52 transactions $31.69* $ 34
Barclays Lifepath 2030 812,148 units bought in 126 transactions $17.91*
41,316 units sold in 74 transactions $17.35*
Barclays Lifepath 2020 639,406 units bought in 95 transactions $15.21*
330,595 units sold in 144 transactions $15.97*
Europacific Growth Fund 313,276 units bought in 168 transactions $27.68*
79,259 units sold in 83 transactions $27.86*
Fidelity Contrafund 1,030,740 units bought in 122 transactions $44.66*
375,421 units sold in 133 transactions $46.17*
SBC Stock Fund 266,896 units sold in 49 transactions $72.53* $ 16
(formerly Telesis Stock Fund)
Barclays Equity Index Fund 1,458,777 units bought in 158 transactions $22.22*
459,425 units sold in 93 transactions $23.07*
Barclays US Debt Fund 874,816 units bought in 126 transactions $10.86*
281,349 units sold in 112 transactions $11.08*
Barclays Money Market Fund 12,559,114 units bought in 124 transactions $ 1.00
9,989,236 units sold in 136 transactions $ 1.00
The Northern Trust Company Collective short term investment fund:
90,130,252 purchases in 341 transactions $ 1.00
90,958,791 sales in 404 transactions $ 1.00
</TABLE>
<TABLE>
<CAPTION>
Current
Value on Net
Identity of Cost of Transaction Gain
Party Involved Assets Date (Loss)
<S> <C> <C> <C>
AirTouch Stock Fund $29,489 $29,489
$16,869 $20,286 $ 3,383
Barclays Lifepath 2030 $14,549 $14,549
$ 673 $ 717 $ 44
Barclays Lifepath 2020 $ 9,723 $ 9,723
$ 4,525 $ 5,280 $ 755
Europacific Growth Fund $ 8,670 $ 8,670
$ 2,124 $ 2,208 $ 84
Fidelity Contrafund $46,035 $46,035
$15,098 $17,333 $ 2,235
SBC Stock Fund $ 9,399 $19,359 $ 9,944
(formerly Telesis Stock Fund)
Barclays Equity Index Fund $32,419 $32,419
$ 8,525 $10,598 $ 2,073
Barclays US Debt Fund $ 9,498 $ 9,498
$ 2,950 $ 3,116 $ 166
Barclays Money Market Fund $12,559 $12,559
$ 9,989 $ 9,989
The Northern Trust Company
$90,130 $90,130
$90,959 $90,959
</TABLE>
1 Transactions during the year ended December 31, 1997 in excess of 5% of
the current value of Plan assets at January 1, 1997 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
* Average price per share.
-17-
<PAGE> 20
SIGNATURES
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 hereunto duly authorized.
AirTouch Communications Retirement Plan
By: AirTouch Communications, Inc.
(Plan Administrator)
By: /s/ Mohan S. Gyani
Executive Vice President and
Chief Financial Officer
Date: June 26, 1998
<PAGE> 21
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23.1 Consent of Independent Accountants
Price Waterhouse LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-57083 and No. 333-50541) of AirTouch
Communications, Inc. of our report dated June 18, 1998 appearing on page 1 of
the Annual Report of the AirTouch Communications Retirement Plan on Form 11-K
for the year ended December 31, 1997.
/s/ PRICE WATERHOUSE LLP
San Francisco, California
June 26, 1998
|
|