AirTouch Net Income Soars.

SAN FRANCISCO--(BUSINESS WIRE)--July 22, 1998--

-- Company Adds Nearly One Million Proportionate Customers --

-- Global Operations In Total Now Reach Over 31 Million Customers --

-- Pro Forma Operating Cash Flow Margins Hit a Record 40 Percent --

Demonstrating again the success of its global strategy, AirTouch Communications (NYSE:ATI) today reported that second quarter pro forma net income applicable to common stockholders rose 107 percent to $147 million ($0.25 per share) compared to pro forma net income of $71 million ($0.13) in the same period last year.

In order to better compare year-over-year growth, results in this discussion have been presented on a pro forma basis as if the acquisition of MediaOne Group's U.S. wireless interests had occurred on January 1, 1997.

During the quarter ended June 30, 1998, the company, based on its proportionate ownership in its many ventures, added 955,000 worldwide cellular, paging, and PCS customers, 32 percent more than the second quarter 1997. International cellular ventures added a record 573,000 proportionate customers, contributing 60 percent of the company's new customers. AirTouch serves 15.1 million proportionate worldwide customers, up 35 percent from the same period last year.

"Once again we have produced an uninterrupted string of excellent results, proving that execution counts," said Sam Ginn, AirTouch chairman and chief executive officer. "We continue to demonstrate the importance of giving customers the products and services they want at competitive prices, and as a result, remain the world's largest wireless company based on over 31 million total venture customers."

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Second Quarter Total Company Proportionate Highlights
(All changes compared to second quarter of 1997)

--   Cellular and PCS ventures added 866,000 customers, a 32-percent
     increase. Worldwide the company's cellular and PCS ventures
     reached 11.7 million customers, a 44-percent increase.

--   AirTouch paging operations added nearly 90,000 units in service,
     reaching 3.3 million, a 9-percent increase.

--   Service and other revenues increased 21 percent to $1.8 billion.

--   Operating cash flow (operating income plus depreciation and
     amortization) was $718 million, a 34-percent rise.

--   Despite the strong subscriber growth, operating cash flow margins
     were a record 40 percent compared to 36 percent.

--   Capital expenditures were flat at $379 million.

--   Acquisition amortization expense net of taxes and primarily
     related to the amortization of intangibles associated with the
     MediaOne Group transaction was about $68 million, without which
     EPS would have been $0.37.

Proportionate U.S. Cellular & PCS

By aggressively managing costs and leveraging scale, AirTouch's U.S. cellular operations generated proportionate operating cash flow margins greater than 48 percent. Monthly cash cost per customer was down a significant 16 percent over the year earlier quarter, due to the company's ability to lower customer selling costs and keep churn at low levels.

AirTouch met customer demand for wireless services with innovative pricing plans backed by top-notch networks and world-class customer care. The company added 253,000 proportionate customers during the quarter, reaching 7.3 million proportionate U.S. cellular customers, up 25 percent over the second quarter 1997.

As consumer awareness of the benefits of digital has increased so has demand for AirTouch's digital offering. During the second quarter the company added 179,000 digital cellular customers, bringing its total CDMA/TDMA customers to 536,000, approximately 7 percent of its U.S. cellular customer base. More important, around 30 percent of peak minutes of use are now digital.

AirTouch's PCS partnership, PrimeCo, continued on track. In total, PrimeCo added almost 90,000 customers, reaching a customer base of nearly 600,000. AirTouch's proportionate share of PrimeCo's total customers is 282,000.

Proportionate International Cellular

With lower-priced service plans driving increased penetration, wireless demand in AirTouch's international ventures exploded. During the quarter, the company added a record 573,000 proportionate international customers, crossing the four million customer mark only six years after AirTouch's first international venture, Mannesmann Mobilfunk, launched service in Germany. The popularity of prepaid offerings, a pay-as-you-go cellular service now available in all AirTouch European markets, accounted, on a proportionate basis, for 47 percent of the quarter's international gains and 25 percent of international customers.

Despite the customer growth, strong profitability continued due to increasing scale, a focus on cost control, and proactive efforts that drove churn below historically low levels. Proportionate operating cash flow for the quarter rose to $277 million, 85 percent more than the second quarter 1997. Proportionate operating cash flow margins were an impressive 39 percent, compared to 30 percent in the same period last year.

AirTouch's share of distributions from its international ventures in Germany, Sweden, and Portugal cumulative-to-date totaled $308 million.

U.S. Paging

AirTouch's U.S. paging operations turned in strong second quarter results, delivering both growth and profitability. A strategic focus on working with select retailers paid off as thomies of scale resulting from sales teaming effo see as a continuing str ong demand for wirelessobal cellular and PCS customers. Despite the str should be up about 5 percent over 1997 pro forillion.

AirTouch Communications, based in tomers (over 31 million total venture customersthe MediaOne Group merger as if it had been effective on January 1, 1997, and after giving effect to the purchase method of accounting and other merger-related adjustment show comparative results on such pro forma basiwould adversely affect th e level of demand for wireless services; greater-than-anticipated competitive activie per customer due to an increasing proportion performance will not meet requirements; and higher than anticipated costs associated with correcting the Year 2000 problem. These and other factors related to the business are described in the Company's SEC filings, including in its 10-K under "Investment Considerations" and the quarterly reports on Form 10-Q.

For a copy of this or other AirTouch press releases, please call 1-800-344-7531 or visit the AirTouch web site at www.airtouch.com.

Consolidated Statements of Income        (Unaudited)
AirTouch Communications, Inc. and Subsidiaries

(Dollars in millions, except              2nd QTR   2nd QTR
  per share amounts)                         1998      1997     CHANGE
Operating revenues:
Wireless services and other revenues       $1,270      $845     50.3 %
Cellular and paging equipment sales            78        56     39.3 %
Total operating revenues                    1,348       901     49.6 %

Operating expenses:
Cost of revenues                              160       114     40.4 %
Cost of cellular and paging
  equipment sales                             109        97     12.4 %
Selling and customer
  operations expenses                         379       231     64.1 %
General, administrative, and
  other expenses                              161       127     26.8 %
Depreciation and amortization expense         253       133     90.2 %
Total operating expenses                    1,062       702     51.3 %

Operating income                              286       199     43.7 %
Equity in net income (loss) of
  unconsolidated wireless systems:
    U.S.                                      (13)        6   (316.7)%
    International                              98        49    100.0 %
Minority interests in net (income) loss
  of consolidated wireless systems            (45)      (32)   (40.6)%
Interest:
  Expense                                     (42)      (22)   (90.9)%
  Income                                        9         4    125.0 %
Miscellaneous income (expense)                  3        (7)   142.9 %
Income before income taxes and
  preferred dividends                         296       197     50.3 %
Income taxes                                  116        78     48.7 %
Income before preferred dividends             180       119     51.3 %
Preferred dividends                            33        13    153.8 %
Net income applicable to
  common stockholders                        $147      $106     38.7 %

Net income applicable to common
  stockholders - per share:
  Basic                                     $0.26     $0.21     23.8 %
  Diluted                                   $0.25     $0.21     19.0 %
Weighted average shares
    outstanding (in thousands)            568,856   503,601     13.0 %


Consolidated Statements of Income        (Unaudited)
AirTouch Communications, Inc. and Subsidiaries

(Dollars in millions, except           Six Months Six Months
  per share amounts)                         1998      1997     CHANGE
Operating revenues:
Wireless services and other revenues       $2,173    $1,632     33.1 %
Cellular and paging equipment sales           133       105     26.7 %
Total operating revenues                    2,306     1,737     32.8 %

Operating expenses:
Cost of revenues                              279       218     28.0 %
Cost of cellular and paging
  equipment sales                             191       170     12.4 %
Selling and customer
  operations expenses                         640       439     45.8 %
General, administrative, and
  other expenses                              279       234     19.2 %
Depreciation and amortization expense         397       269     47.6 %
Total operating expenses                    1,786     1,330     34.3 %

Operating income                              520       407     27.8 %
Equity in net income (loss) of
  unconsolidated wireless systems:
    U.S.                                      (17)        4   (525.0)%
    International                             179        59    203.4 %
Minority interests in net (income) loss
  of consolidated wireless systems            (87)      (71)   (22.5)%
Interest:
  Expense                                     (61)      (48)   (27.1)%
  Income                                       15         9     66.7 %
Miscellaneous income (expense)                 (7)       (4)   (75.0)%
Income before income taxes and
  preferred dividends             income applicable to common
  stockholders - per share:
  Basic                                     $0.56     $0.34     64.7 %
  Diluted                                   $0.55     $0.34     61.8 %
Weighted average shares
    outstanding (in thousands)            539,140   503,206      7.1 %


Consolidated Balance Sheets              (Unaudited)
AirTouch Communications, Inc. and Subsid1/97     CHANGE
ASSETS
Cash and cash equivther receivables                              91        44    106.8 %
Due from related parties                       22        48    (54.2)%
Other current assets                             1,039       722     43.9   92.1 %

LIABILITIES AND STOCKHOLDERS' E       57    (14.0)%
Other current liabilities                     801       675     18.7 %
Total curren7.2 %
Deferred income taxes                  ments and contingencies                         ,079     79.0 %
Retained earnings
AirTouch Communications, Inc. and Subsidiari367    $1,263      8.2 %

Operating expenses before depreciation
  and amortization expenses                   821       785      4.6 %
Depreciation and amortization expenses        257       232     10.8 %
Total operating expenses                    1,078     1,017      6.0 %

Operating income                              289       246     17.5 %
Equity in net income (loss) of
  unconsolidated wireless systems              85        23    269.6 %
Minority interests in net (income) loss
  of consolidated wireless systems            (45)      (43)    (4.7)%
Miscellaneous income (expense)                (31)      (44)    29.5 %
Income before income taxes and
  preferred dividends                         298       182     63.7 %
Income taxes                                  116        77     50.6 %
Income before preferred dividends             182       105     73.3 %
Preferred dividends                            35        34      2.9 %
Net income applicable to
  common stockholders                        $147       $71    107.0 %

Net income applicable to common
  stockholders - per share:
  Basic                                     $0.26     $0.13    100.0 %
  Diluted                                   $0.25     $0.13     92.3 %
Weighted average shares
    outstanding (in thousands)            572,159   563,048      1.6 %


Pro Forma Consolidated Statements of Income        (Unaudited) (1)
AirTouch Communications, Inc. and Subsidiaries

(DE
Operating revenues                             509       464      9.7 %
Total operating expenses                    2,111     1,939      8.9 %

ss systems             126        (2)
Minoritfore income taxes and
  preferred dividends   share:
  Basic                              ,653      1.4 %


Pro Forma Proportionate Data   (Unaudited) (1)(2)(3)
AirTouch Communications, Inc.TR   2nd QTR
  operating data in thousands)               1998      1997     CHANGE
Service and other re  241     56.0 %
Interest and other income (expenses)          (33)      (42)    21.4 %
Income taxes    Preferred dividends                                 $68       $70     (2.9)%
Earnings per share before acquisition
  amortization - basic (6)                  $0.38     $0.25     52.0 %
Earnings per share before acquisition
  amortization - diluted (6)                $0.37     $0.25     48.0 %
Operating cash flow margin 1997     CHANGE
Service and other revenues               1,373     1,052     30.5 %
Depreciation and amortization expenses        673       589     14.      (84)    (7.1)%
Income taxes            %
Net income applicable to
  common stockh
  amortization - basic (6)                  5%     36.4%     8.5 %

OPERATING DATA (In thousands)             6/30/98   6/30/97     CHANGE
Cellul 43.9 %
Paging units in service (10)             866       654     32.4 %

See footnote)                           282        94    200.0 %
PCS subscriber net adds
  in quarter, excluding acquisitions           40        38      5.3 %

INTERNATIONAL OPERATIONS
OPERATING DATA  (In thousands)            6/30/98   6/30/97     CHANGE
Cellular POPs (9)                         138,658   120,478     15.1 %
Cellular subscds
  in quarter, excluding acquisitions           88        69     27.5 %

TOTAL ENTERPRISE DATA
                                        6/30/98                  2Q98
                                       Total Sys.Total Sys.  Total Sys.
(In thousands)                               POPs Customers   Net Adds
U.S. CELLULAR (1)                          84,514     8,304       284

INTERNATIONAL CELLULAR
European Operations
  Germany (34.8%)                          81,870  (b)4,600   (b) 600
  Portugal (50.9%)                          9,920       981       138
  Sweden (51.1%)                            8,830       528        54
  Belgium (25.0%)                          10,130   (b) 900   (b) 115
A
      Companies (c)(4.5%)                  R AND PCS (1)                719,188    28,107     3,236

PAGING (11)                                N/A        3,438        89
                   TOTAL ENTERPRISE (1)   719,188    31,545     3,325

(a)- Approximately (b) - More than (c) Cost based investments which are not included in proportionate results.

See footnotes.

FOOTNOTES

(1) On April 6, 1998, the Company completed the transaction to

acquire the U.S. cellular business and the 25% PrimeCo Personal

Communications, L.P. interest of MediaOne Group, formerly U S

WEST Media Group ("the merger"). These selected pro forma data

lities are completed. However,

based on thare

not necessarily indicative of the futumpany are not consolidated,

the Company be in accordance with generally accepted accou as a whole.

(3) Pro forma proportionate 98 and 1997, respectively. Actual proportionate te operating cash flow

represents the Comisition amortization expense, net of applicable e acquisition amortization

expense" is caleighted average shares outstanding". Such calcul cash flow" by Service and other revenues". 30, 1998

and a 25% interest at June 30, 1997. Because PrimeCo does not own

100% of all its market construction and the markets of certain coURL: http://www.businesswire.com