<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, 1998
[ ] 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 PAGE
- ---- ----
<S> <C>
Item 1. Financial Statements and Exhibits
(a) Financial Statements of the Plan included herein:
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits,
with Fund Information, at December 31, 1998 2
Statement of Net Assets Available for Benefits,
with Fund Information, at December 31, 1997 4
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, for the year ended December 31, 1998 6
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, for the year ended December 31, 1997 8
Notes to Financial Statements 10
Additional Information:
Schedule I -- Item 27a -- Assets Held for Investment Purposes
at December 31, 1998 17
Schedule II -- Item 27b -- Loans or Fixed Income Obligations
at December 31, 1998 18
Schedule V -- Item 27d -- Reportable Transactions for the
year ended December 31, 1998 19
</TABLE>
Note: Other schedules (Schedules III-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:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23.1 Consent of Independent Accountants
PricewaterhouseCoopers LLP
</TABLE>
<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, 1998 and
1997, 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 conducted 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 (Schedule I - Item 27a), Loans or Fixed Income
Obligations (Schedule II - Item 27b), and Reportable Transactions (Schedule V -
Item 27d) 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 (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. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
The supplemental schedule of Loans or Fixed Income Obligations (Schedule II -
Item 27b) that accompanies the Plan's financial statements does not disclose
the identities and addresses of obligors. Disclosure of this information, which
is not considered material to the financial statements taken as a whole, is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the ERISA.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
June 28, 1999
<PAGE> 4
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH INTERNATIONAL MONEY SMALL LOW LIFEPATH
STOCK EQUITY GROWTH EQUITY MARKET CAP PRICED BOND 2000
FUND FUND FUND FUND FUND FUND FUND FUND FUND
------- ------------- ------- -------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications,
Inc. common stock $179,516 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Europacific Growth Fund 14,933
Fidelity Contrafund 104,512
Barclays Equity Index 112,641
Barclays US Money Market
Fund 19,711
Vanguard Small
Capitalization Fund 1,728
Fidelity Low Priced Stock
Fund 3,543
Barclays Daily US Debt
Fund 15,468
Barclays LifePath 2000 373
Barclays LifePath 2010
Barclays LifePath 2020
Barclays LifePath 2030
Barclays LifePath 2040
Short-term investments 2,864
INVESCO Stable Value Fund
Loans to participants
-------- -------- ------- -------- ------- -------- -------- -------- --------
Total investments 182,380 14,933 104,512 112,641 19,711 1,728 3,543 15,468 373
Contributions receivable,
net of forfeitures 2,269 369 1,500 1,583 273 47 90 204 10
Other 48 116 52
Dividends and interest
receivable 5 82
-------- -------- ------- -------- ------- -------- -------- -------- --------
Total assets 184,654 15,350 106,012 114,224 20,182 1,775 3,633 15,724 383
-------- -------- ------- -------- ------- -------- -------- -------- --------
LIABILITIES
Other 1,418 165 223 7
-------- -------- ------- -------- ------- -------- -------- -------- --------
Total liabilities 1,418 -- 165 223 -- -- 7 -- --
-------- -------- ------- -------- ------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $183,236 $15,350 $105,847 $114,001 $20,182 $ 1,775 $ 3,626 $ 15,724 $ 383
======== ======== ======= ======== ======= ======== ======== ======== ========
</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, 1998 (CONTINUED)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH LIFEPATH INTEREST CASH
2010 2020 2030 2040 INCOME PARTICIPANT & CASH
FUND FUND FUND FUND FUND LOANS EQUIVALENTS TOTAL
-------- -------- -------- -------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
AirTouch Communications, Inc.
common stock $ -- $ -- $ -- $ -- $ -- $ -- $ -- $179,516
Europacific Growth Fund 14,933
Fidelity Contrafund 104,512
Barclays Equity Index 112,641
Barclays US Money Market
Fund 19,711
Vanguard Small Capitalization
Fund 1,728
Fidelity Low Price Stock
Fund 3,543
Barclays Daily US Debt
Fund 15,468
Barclays LifePath 2000 373
Barclays LifePath 2010 5,957 5,957
Barclays LifePath 2020 31,364 31,364
Barclays LifePath 2030 44,509 44,509
Barclays LifePath 2040 5,668 5,668
Short-term investments 19 243 3,126
INVESCO Stable Value Fund 17,608 17,608
Loans to participants 11,619 11,619
-------- -------- ------- -------- ------- -------- ------- --------
Total investments 5,957 31,364 44,509 5,668 17,627 11,619 243 572,276
Contributions receivable,
net of forfeitures 100 454 1,450 140 150 8,639
Other 2 14 10 1,528 1,770
Dividends and interest
receivable 87
-------- -------- ------- -------- ------- -------- ------- --------
Total assets 6,059 31,832 45,959 5,818 19,305 11,619 243 582,772
-------- -------- ------- -------- ------- -------- ------- --------
LIABILITIES
Other 71 1,884
-------- -------- ------- -------- ------- -------- ------- --------
Total liabilities -- -- 71 -- -- -- -- 1,884
-------- -------- ------- -------- ------- -------- ------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $ 6,059 $ 31,832 $45,888 $ 5,818 $19,305 $ 11,619 $ 243 $580,888
======== ======== ======= ======== ======= ======== ======= ========
</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, 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 Daily US Debt Fund 10,039
Barclays LifePath 2000 221
Barclays LifePath 2010
Barclays LifePath 2020
Barclays LifePath 2030
Barclays LifePath 2040
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.
-4-
<PAGE> 7
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 INTEREST CASH
2010 2020 2030 2040 INCOME PARTICIPANT & CASH
FUND FUND FUND FUND FUND LOANS EQUIVALENTS TOTAL
-------- -------- -------- -------- -------- ----------- ----------- --------
<S> <C> <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 Daily US Debt Fund 10,039
Barclays LifePath 2000 221
Barclays LifePath 2010 1,238 1,238
Barclays LifePath 2020 26,154 26,154
Barclays LifePath 2030 14,617 14,617
Barclays LifePath 2040 2,151 2,151
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 1,238 26,154 14,617 2,151 12,201 8,700 53 344,908
Contributions receivable,
net of forfeitures 51 722 1,561 155 150 10,291
Other 12 282 575
Dividends and interest
receivable 63 165
-------- -------- -------- -------- -------- -------- -------- --------
Total assets 1,289 26,876 16,190 2,306 12,696 8,700 53 355,939
-------- -------- -------- -------- -------- -------- -------- --------
LIABILITIES
Other 24 3 538
-------- -------- -------- -------- -------- -------- -------- --------
Total liabilities -- 24 -- 3 -- -- -- 538
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $ 1,289 $ 26,852 $ 16,190 $ 2,303 $ 12,696 $ 8,700 $ 53 $355,401
======== ======== ======== ======== ======== ======== ======== ========
</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, 1998
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH INTERNATIONAL MONEY SMALL LOW LIFEPATH
STOCK EQUITY GROWTH EQUITY MARKET CAP PRICED BOND 2000
FUND FUND FUND FUND FUND FUND FUND FUND FUND
------- ------------- ------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Interest income $ 71 $ 176 $ 1,699 $ -- $ 872 $ 21 $ 131 $ -- $ --
Net appreciation
(depreciation) of
investments 73,194 1,206 21,596 22,597 (88) (139) 784 30
Employee contributions/
salary deferrals 6,197 1,917 6,714 7,694 1,028 174 266 654 39
Employer contributions 26,679 1,084 3,550 4,550 928 98 205 464 24
Loan to participants
------- -------- ------- -------- ------- -------- -------- -------- --------
Total additions 106,141 4,383 33,559 34,841 2,828 205 463 1,902 93
------- -------- ------- -------- ------- -------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 7,989 621 7,571 6,071 2,235 6 39 1,316 6
Forfeitures and other
adjustments, net 2,021 1,950 473 (219) (32) (5) 104 33
------- -------- ------- -------- ------- -------- -------- -------- --------
Total deductions 10,010 621 9,521 6,544 2,016 (26) 34 1,420 39
------- -------- ------- -------- ------- -------- -------- -------- --------
Change in net assets before
transfers 96,131 3,762 24,038 28,297 812 231 429 482 54
Transfer from merged plans 2,507 11,099
Interfund transfers, net (286) 440 (6,629) (2,586) 4,285 1,544 3,197 4,902 97
------- -------- ------- -------- ------- -------- -------- -------- --------
Change in net assets 95,845 6,709 17,409 36,810 5,097 1,775 3,626 5,384 151
Net assets available for
benefits, December 31, 1997 87,391 8,641 88,438 77,191 15,085 -- -- 10,340 232
------- -------- ------- -------- ------- -------- -------- -------- --------
Net assets available for
benefits, December 31, 1998 $183,236 $ 15,350 $105,847 $114,001 $20,182 $ 1,775 $ 3,626 $ 15,724 $ 383
======= ======== ======= ======== ======= ======== ======== ======== ========
</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, 1998 (CONTINUED)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH LIFEPATH INTEREST CASH
2010 2020 2030 2040 INCOME PARTICIPANT & CASH
FUND FUND FUND FUND FUND LOANS EQUIVALENTS TOTAL
-------- -------- -------- -------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Interest income $ -- $ -- $ -- $ -- $ 916 $ 807 $ 47 $ 4,740
Net appreciation (depreciation)
of investments 463 4,933 5,216 761 130,553
Employee contributions/
salary deferrals 559 2,371 2,872 592 690 31,767
Employer contributions 320 1,514 4,909 365 440 45,130
Loans to participants 6,924 6,924
-------- -------- -------- -------- -------- -------- -------- --------
Total additions 1,342 8,818 12,997 1,718 2,046 7,731 47 219,114
-------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 205 1,962 2,483 231 1,140 92 31,967
Forfeitures and other
adjustments, net (11) 139 1,480 70 46 4,812 (235) 10,626
-------- -------- -------- -------- -------- -------- -------- --------
Total deductions 194 2,101 3,963 301 1,186 4,812 (143) 42,593
-------- -------- -------- -------- -------- -------- -------- --------
Change in net assets
before transfers 1,148 6,717 9,034 1,417 860 2,919 190 176,521
Transfer from merged plans 3,971 1,705 27,027 2,657 48,966
Interfund transfers, net (349) (3,442) (6,363) 2,098 3,092 --
-------- -------- -------- -------- -------- -------- -------- --------
Change in net assets 4,770 4,980 29,698 3,515 6,609 2,919 190 225,487
Net assets available for
benefits, December 31, 1997 1,289 26,852 16,190 2,303 12,696 8,700 53 355,401
-------- -------- -------- -------- -------- -------- -------- --------
Net assets available for
benefits, December 31, 1998 $ 6,059 $ 31,832 $ 45,888 $ 5,818 $ 19,305 $ 11,619 $ 243 $580,888
======== ======== ======== ======== ======== ======== ======== ========
</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, 1997
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AIRTOUCH SBC INTERNATIONAL MONEY LIFEPATH LIFEPATH
STOCK STOCK EQUITY GROWTH EQUITY MARKET BOND 2000 2010
FUND FUND FUND FUND FUND FUND FUND FUND FUND
------- -------- ------------- -------- -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ 341 $ -- $ -- $ -- $ -- $ -- $ -- $ --
Interest income 32 7 292 7,066 825
Net appreciation
(depreciation) of
investments 33,152 5,857 (67) 8,301 14,454 759 10 71
Employee contributions/
salary deferrals 3,757 4 1,292 7,107 5,324 1,655 933 38 387
Employer contributions 17,891 11 1,004 6,402 4,750 3,481 843 26 110
Loans to participants
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total additions 54,832 6,220 2,521 28,876 24,528 5,961 2,535 74 568
-------- -------- -------- -------- -------- -------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 4,862 927 342 7,038 4,827 2,837 749 12 156
Forfeitures and other
adjustments, net 708 640 84 1,311 (915) 182 322 1 9
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total deductions 5,570 1,567 426 8,349 3,912 3,019 1,071 13 165
-------- -------- -------- -------- -------- -------- -------- -------- --------
Change in net assets
before transfers 49,262 4,653 2,095 20,527 20,616 2,942 1,464 61 403
Transfer from merged plans 19,177 11,493 3,927
Interfund transfers, net (7,345) (18,729) 4,372 (2,172) 7,731 (664) 1,953 129 739
-------- -------- -------- -------- -------- -------- -------- -------- --------
Change in net assets 41,917 (14,076) 6,467 37,532 39,840 2,278 7,344 190 1,142
Net assets available for
benefits, December 31, 1996 45,474 14,076 2,174 50,906 37,351 12,807 2,996 42 147
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net assets available for
benefits, December 31, 1997 $ 87,391 $ -- $ 8,641 $ 88,438 $ 77,191 $ 15,085 $ 10,340 $ 232 $ 1,289
======== ======== ======== ======== ======== ======== ======== ======== ========
</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, 1997 (CONTINUED)
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIFEPATH LIFEPATH LIFEPATH INTEREST CASH
2020 2030 2040 INCOME PARTICIPANT & CASH
FUND FUND FUND FUND LOANS EQUIVALENTS TOTAL
-------- -------- -------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Dividend income $ -- $ -- $ -- $ -- $ -- $ -- $ 341
Interest income 742 550 21 9,535
Net appreciation
(depreciation) of investments 4,345 493 213 (4) 67,584
Employee contributions/
salary deferrals 2,184 413 395 348 23,837
Employer contributions 1,945 2,318 292 361 39,434
Loans to participants 6,708 6,708
-------- -------- -------- -------- -------- -------- --------
Total additions 8,474 3,224 900 1,451 7,254 21 147,439
-------- -------- -------- -------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 1,895 234 275 1,325 25,479
Forfeitures and other
adjustments, net 538 37 24 94 3,536 24 6,595
-------- -------- -------- -------- -------- -------- --------
Total deductions 2,433 271 299 1,419 3,536 24 32,074
-------- -------- -------- -------- -------- -------- --------
Change in net assets before
transfers 6,041 2,953 601 32 3,718 (3) 115,365
Transfer from merged plans 5,256 39,853
Interfund transfers, net (2,171) 12,914 1,494 1,749 --
-------- -------- -------- -------- -------- -------- --------
Change in net assets 9,126 15,867 2,095 1,781 3,718 (3) 155,218
Net assets available for
benefits, December 31, 1996 17,726 323 208 10,915 4,982 56 200,183
-------- -------- -------- -------- -------- -------- --------
Net assets available for
benefits, December 31, 1997 $ 26,852 $ 16,190 $ 2,303 $ 12,696 $ 8,700 $ 53 $355,401
======== ======== ======== ======== ======== ======== ========
</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, 1998 AND 1997
- --------------------------------------------------------------------------------
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.
In April 1998, AirTouch acquired the U.S. Cellular business of MediaOne
Group, formerly US WEST Media Group (NewVector). Effective May 1, 1998,
former NewVector employees became participants in the Plan. In May, 1998,
the US WEST Savings Plan transferred the account balances of former
NewVector employees with a fair value of $49.0 million 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.
-10-
<PAGE> 13
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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
$10,000 for 1998 and $9,500 for 1997. This maximum allowable before-tax
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.
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
o Growth Fund
o Equity Fund
o Money Market Fund
-11-
<PAGE> 14
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
o Small Cap Fund (beginning April 1, 1998)
o Low Priced Stock Fund (beginning April 1, 1998)
o Bond Fund
o Interest Income Fund
o LifePath Funds 2000, 2010, 2020, 2030, 2040
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. 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).
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.
-12-
<PAGE> 15
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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 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
$5,000, 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 $5,000,
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.
-13-
<PAGE> 16
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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.
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.
-14-
<PAGE> 17
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
INVESTMENTS AND INVESTMENT INCOME
The fair value of investments is determined as follows:
o Shares or equivalent shares in the AirTouch 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 had one contract remaining with an
insurance company in the Interest Income Fund and was reported at contract
value, which is principal plus reinvested interest, less distributions. The
contract bore interest at 5.24% and matured on December 31, 1998. Over 98%
of the Interest Income Fund was 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.
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, 1998 and 1997, amounts allocated to accounts of
participants who have terminated employment without taking a distribution
totaled $1,874,000 and $1,669,000, 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.
-15-
<PAGE> 18
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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, is designed and is currently
being operated in compliance with the applicable 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
On January 15, 1999, AirTouch and Vodafone Group Plc (Vodafone) announced a
definitive agreement to merge (the Merger), the terms of which have been
unanimously approved by each company's Board of Directors. In April 1999,
AirTouch received an Internal Revenue Service private letter ruling
affirming the terms of the proposed merger transaction will satisfy a key
requirement for a tax-free merger between a foreign and U.S. company. In
May, the Merger was approved by both the stockholders of Vodafone and
AirTouch. The Merger is still subject to various regulatory authority
approvals and is currently expected to be completed on June 30, 1999.
-16-
<PAGE> 19
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
SCHEDULE I - ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
----------------- ------------- --------- --------
<S> <C> <C> <C>
AirTouch Common Stock (*) Common Stock $ 90,293 $179,516
Europacific Growth Fund International Equity Fund 14,744 14,933
Fidelity Contrafund Growth Fund 80,419 104,512
Barclays Equity Index Equity Fund 76,931 112,641
Barclays US Money Market Fund Short-term Fund 19,711 19,711
Vanguard Small Capitalization Fund Small Cap Stock Fund 1,820 1,728
Fidelity Low Priced Stock Fund Low Priced Fund 3,601 3,543
Barclays Daily US Debt Fund Bond Fund 14,379 15,468
Barclays LifePath 2000 Asset Allocation Fund 356 373
Barclays LifePath 2010 Asset Allocation Fund 5,491 5,957
Barclays LifePath 2020 Asset Allocation Fund 22,821 31,364
Barclays LifePath 2030 Asset Allocation Fund 39,203 44,509
Barclays LifePath 2040 Asset Allocation Fund 4,910 5,668
The Northern Trust Company(*) Short-term Investment Fun 3,126 3,126
INVESCO Stable Value Fund Diversified Pooled Fund 17,608 17,608
Participant Loans Loans issued for terms of 1-10 -- 11,619
years with 8.75% - 9.5% interest -------- --------
during 1998
$395,413 $572,276
======== ========
</TABLE>
- ----------
* Party-in-interest
-17-
<PAGE> 20
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
SCHEDULE II - ITEM 27b - LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT RECEIVED DURING
NUMBER OF THE REPORTING YEAR
IDENTITY OF LOANS IN ----------------------- UNPAID BALANCE INITIAL LOAN DATE AMOUNT OVERDUE
OBLIGORS(1) DEFAULT(2) PRINCIPAL INTEREST AT END OF YEAR & INTEREST RATE PRINCIPAL INTEREST
----------- ---------- --------- -------- -------------- ----------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Various employees of AirTouch 97 $ 88 $ 13 $ 610 Issued at various $ 610 $ --
Communications, Inc. dates from 3/31/93 to
9/30/98.
Issued at various
rates from 6.90% to
9.75%.
</TABLE>
- ----------------
(1) AirTouch has not included the identity and address of obligors as required
by the instructions to this schedule because such information is
confidential and would be a matter of public record through the inclusion
of this schedule in the Plan's Form 11-K.
(2) The loans in default have arisen through administrative errors related to
employee terminations or temporary suspension of loan repayments. Loans
in default have been settled by the following dispositions:
(a) Distributions were made subsequent to December 31, 1998 for 50
terminated employees.
(b) Distributions will be made by December 31, 1999 for 9 additional
terminated employees.
(c) Loan repayments will become re-enacted by December 31, 1999 for 38
employees whose loan repayments were temporarily suspended due to
administrative errors.
-18-
<PAGE> 21
AIRTOUCH COMMUNICATIONS RETIREMENT PLAN
SCHEDULE V - ITEM 27D - REPORTABLE TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR PRICE DATA)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSE
AVERAGE AVERAGE INCURRED
IDENTITY OF DESCRIPTION OF PURCHASE SELLING WITH COST OF
PARTY INVOLVED ASSETS PRICE PRICE TRANSACTIONS ASSETS
-------------- -------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
AirTouch Stock Fund 957,750 shares bought in 69 transactions $ 49.86(*) $ 54,014
501,396 shares sold in 44 transactions $52.07(*) $ 23 $ 21,337
Barclays LifePath 2030 1,799,794 units bought in 67 transactions $ 20.29(*) $ 34,726
493,523 units sold in 178 transactions $20.36(*) $ 9,674
Barclays LifePath 2020 1,143,969 units bought in 1 transaction $ 20.96 $ 23,980
INVESCO Stable Fund 21,173,473 units bought in 109 transactions $ 1.00 $ 21,173
14,946,383 units sold in 96 transactions $ 1.00 $ 14,946
Europacific Growth Fund 425,690 units bought in 145 transactions $ 28.65(*) $ 14,908
217,130 units sold in 145 transactions $26.77(*) $ 6,200
Fidelity Contrafund 391,212 units bought in 115 transactions $ 52.87(*) $ 21,506
390,940 units sold in 150 transactions $50.83(*) $ 18,111
Barclays Equity Index Fund 1,251,956 units bought in 126 transactions $ 29.85(*) $ 37,365
775,352 units sold in 132 transactions $28.77(*) $ 18,043
Barclays US Debt Fund 1,040,329 units bought in 141 transactions $ 12.20(*) $ 16,205
679,418 units sold in 122 transactions $12.14(*) $ 9,784
Barclays Money Market Fund 56,517,601 units bought in 261 transactions $ 1.00 $ 56,518
46,659,222 units sold in 248 transactions $ 1.00 $ 46,659
The Northern Trust Company 117,487,184 purchases in 289 transactions $ 1.00 $ 117,487
115,377,457 sales in 293 transactions $ 1.00 $ 115,377
</TABLE>
<TABLE>
<CAPTION>
CURRENT
VALUE ON NET
IDENTITY OF DESCRIPTION OF TRANSACTION GAIN
PARTY INVOLVED ASSETS DATE (LOSS)
-------------- -------------- ----------- ------
<S> <C> <C> <C>
AirTouch Stock Fund 957,750 shares bought in 69 transactions $ 54,014
501,396 shares sold in 44 transactions $ 34,786 $ 13,449
Barclays LifePath 2030 1,799,794 units bought in 67 transactions $ 34,726
493,523 units sold in 178 transactions $ 10,050 $ 376
Barclays LifePath 2020 1,143,969 units bought in 1 transaction $ 23,980 $ --
INVESCO Stable Fund 21,173,473 units bought in 109 transactions $ 21,173
14,946,383 units sold in 96 transactions $ 14,946 $ --
Europacific Growth Fund 425,690 units bought in 145 transactions $ 14,908
217,130 units sold in 145 transactions $ 6,847 $ 647
Fidelity Contrafund 391,212 units bought in 115 transactions $ 21,506
390,940 units sold in 150 transactions $ 28,340 $ 10,229
Barclays Equity Index Fund 1,251,956 units bought in 126 transactions $ 37,365
775,352 units sold in 132 transactions $ 24,145 $ 6,102
Barclays US Debt Fund 1,040,329 units bought in 141 transactions $ 16,205
679,418 units sold in 122 transactions $ 10,593 $ 809
Barclays Money Market Fund 56,517,601 units bought in 261 transactions $ 56,518
46,659,222 units sold in 248 transactions $ 46,659 $ --
The Northern Trust Company 117,487,184 purchases in 289 transactions $ 117,487
115,377,457 sales in 293 transactions $ 115,377 $ --
</TABLE>
- ---------------------
(1) Transactions during the year ended December 31, 1998 in excess of 5% of
the current value of Plan asset at January 1, 1998 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.
-19-
<PAGE> 22
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 28, 1999
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
23.1 Consent of Independent Accountants
PricewaterhouseCoopers LLP
</TABLE>
<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. 333-369339) of AirTouch
Communications, Inc. of our report dated June 28, 1999 appearing on page 1 of
the Annual Report of the AirTouch Communications Retirement Plan on Form 11-K
for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
June 28, 1999
