##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-K



---



(Mark one)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period
from            to



Commission file number 1-6964



---



VERIZON VIRGINIA INC.



---



|                       |  |                                              
|---------------------- |  | ---------------------------------------------
|A Virginia Corporation |  | I.R.S. Employer Identification No. 54-0167060



600 East Main
Street, Richmond, Virginia 23219



Telephone Number (804)
225-6300



---



Securities registered pursuant to Section 12(b) of the Act: None.



Securities registered pursuant to Section 12(g) of the Act: None.



THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM
10-K AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes ̈No  x



---



---

##### Table of Contents

Verizon Virginia Inc.



TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | Page
|PART I     |  |                                                                                                             
|           |  |                                                                                                             
|Item 1.    |  | Business                                                                                                     |  |     
|           |  | (Abbreviated pursuant to General Instruction I(2).)                                                          |  | 1   
|Item 2.    |  | Properties                                                                                                   |  | 5   
|Item 3.    |  | Legal Proceedings                                                                                            |  | 5   
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 5   
|           | 
|PART II    |  |                                                                                                             
|           |  |                                                                                                             
|Item 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 6   
|Item 6.    |  | Selected Financial Data                                                                                      |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 6   
|Item 7.    |  | Managements Discussion and Analysis of Results of Operations                                                |  |     
|           |  | (Abbreviated pursuant to General Instruction I(2).)                                                          |  | 7   
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 16  
|Item 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 16  
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 16  
|Item 9A.   |  | Controls and Procedures                                                                                      |  | 16  
|           | 
|PART III   |  |                                                                                                             
|           |  |                                                                                                             
|Item 10.   |  | Directors and Executive Officers of the Registrant                                                           |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 16  
|Item 11.   |  | Executive Compensation                                                                                       |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 16  
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 16  
|Item 13.   |  | Certain Relationships and Related Transactions                                                               |  |     
|           |  | (Omitted pursuant to General Instruction I(2).)                                                              |  | 16  
|Item 14.   |  | Principal Accountant Fees and Services                                                                       |  | 17  
|           | 
|PART IV    |  |                                                                                                             
|           |  |                                                                                                             
|Item 15.   |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                             |  | 18  
|           | 
|SIGNATURES |  | 19                                                                                                          



UNLESS OTHERWISE
INDICATED, ALL INFORMATION IS AS OF MARCH 24, 2004.



---

##### Table of Contents

Verizon Virginia Inc.



PART I



Item 1.Business

(Abbreviated pursuant to General Instruction I(2).)



GENERAL



Verizon Virginia Inc. is incorporated under the laws of the Commonwealth of Virginia. We are
a wholly owned subsidiary of Verizon Communications Inc. (Verizon).



We
presently serve a territory consisting of Local Access and Transport Areas (LATAs) in Virginia. These LATAs are generally centered on a city or based on some other identifiable common geography.



We currently provide two basic types of telecommunications services:



|· | Exchange telecommunications service is the transmission of telecommunications among customers located within a local calling area within a LATA. Examples of exchange
telecommunications services include switched local residential and business services, local private line voice and data services and Centrex services. We also provide toll services within a LATA (intraLATA long distance).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Exchange access service links a customers premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of
exchange access services include switched access and special access services.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2003, we had approximately 5,300 employees. Approximately 91% of our employees are covered by collective bargaining agreements. Collective bargaining agreements with the unions expire in August
2008.



REGULATION



Telecommunications Act of 1996



We face increasing competition in all areas of our business. The Telecommunications Act of
1996 (the 1996 Act), regulatory and judicial actions and the development of new technologies, products and services have created opportunities for alternative telecommunication service providers, many of which are subject to fewer regulatory
constraints.



In-Region Long Distance



Under the 1996 Act, our ability to offer in-region long distance services (that is, services
originating in the state where we operate as a local exchange carrier) was largely dependent on satisfying specified requirements. These requirements included a 14-point competitive checklist of steps which we must take to help
competitors offer local services through resale, through purchase of unbundled network elements (UNEs), or by interconnecting their own networks to ours. We were required to demonstrate to the Federal Communications Commission (FCC) that our entry
into the in-region long distance market would be in the public interest.



On
October 30, 2002, the FCC released an order approving our application for permission to enter the in-region long distance market in Virginia. In-region long distance is being offered by a separate non-regulated subsidiary of Verizon as required by
law.



FCC Regulation and Interstate Rates



We are subject to the jurisdiction of the FCC with respect to interstate services and
certain related matters.



Access Charges and Universal Service



On May 31, 2000, the FCC adopted the Coalition for Affordable Local and
Long Distance Services (CALLS) plan as a comprehensive five-year plan for regulation of interstate access charges. The CALLS plan has three main components. First, it establishes a portable interstate access universal service support of $650 million
for the industry. This explicit support replaces implicit support embedded in interstate access charges. Second, the plan simplifies the patchwork of common line charges into one subscriber line charge (SLC) and provides for de-averaging of the SLC
by zones and class of



1



---

##### Table of Contents

Verizon Virginia Inc.



customers in a manner that will not undermine comparable and affordable universal service. Third, the plan sets into
place a mechanism to transition to a set target of $.0055 per minute for switched access services. Once that target rate is reached, local exchange carriers are no longer required to make further annual price cap reductions to their switched access
prices. The annual reductions leading to the target rate, as well as annual reductions for the subset of special access services that remain subject to price cap regulation was set at 6.5% per year.



As a result of tariff adjustments which became effective in July 2002, we reached the $.0055
benchmark.



The FCC has adopted rules for special access services that provide
for pricing flexibility and ultimately the removal of services from price regulation when prescribed competitive thresholds are met.



In November 1999, the FCC adopted a new mechanism for providing universal service support to high-cost areas served by large local telephone companies. This funding
mechanism provides additional support for local telephone services in several states served by Verizon. This system has been supplemented by the new FCC access charge plan described above. On October 16, 2003, in response to a previous court
decision, the FCC announced a decision providing additional justification for its non-rural high-cost universal support mechanism and modifying it in part. The FCC also has proceedings underway to evaluate possible changes to its current rules for
assessing contributions to the universal service fund. Any change in the current assessment mechanism could result in a change in the contribution that local telephone companies must make and that would have to be collected from customers.



Unbundling of Network Elements



On February 20, 2003, the FCC announced a decision adopting new rules defining the
obligations of incumbent local exchange carriers to provide competing carriers with access to UNEs. The decision was the culmination of an FCC rulemaking referred to as its triennial review of its UNE rules, and also was in response to a decision by
the U.S. Court of Appeals for the D.C. Circuit. The U.S. Court of Appeals for the D.C. Circuit had overturned the FCCs previous unbundling rules on the grounds that the FCC did not adequately consider the limitations of the necessary and
impair standards of the 1996 Act when it chose national rules for unbundling and that it failed to consider the relevance of competition from other types of service providers, including cable and satellite.



The text of the order and accompanying rules was released on August 21, 2003. With respect to
broadband facilities, such as mass market fiber to the premises loops and packet switching, that order generally removed unbundling obligations under Section 251 of the 1996 Act. With respect to narrowband services, the order generally left
unbundling obligations in place, with certain limited exceptions, and delegated to state regulatory proceedings a further review. The order also provided a new set of criteria relating to when carriers may purchase a combination of unbundled loops
and transport elements known as enhanced extended loops (EELs).



The FCCs
order significantly increases arbitrage opportunities by making it easier for carriers to use EELs for non-local service at regulated prices set using the pricing formula that applies to UNEs rather than competitive special access prices. In
addition, the FCCs order eliminates important safeguards that protected against this kind of arbitrage, including the FCCs previous rule against co-mingling unbundled elements and other services.



Multiple parties, including Verizon, appealed various aspects of the decision. Multiple
parties also have asked the FCC to clarify or reconsider various aspects of its order, and Verizon has petitioned the FCC to make clear that any broadband facilities that do not have to be unbundled under Section 251 of the 1996 Act also do not have
to be unbundled under another provision of the 1996 Act. On March 2, 2004, the U.S. Court of Appeals for the D.C. Circuit issued an order upholding the FCC in part, and overturning its order in part. The court upheld the FCC with respect to
broadband facilities. On the narrowband unbundling requirements and on the EELs rules, the court reversed key aspects of the FCC decision. The courts reversal of the FCC will not go into effect for 60 days following the ruling or until a
petition for rehearing is denied or granted.



Intercarrier Compensation



On April 27, 2001, the FCC released an order addressing intercarrier
compensation for dial-up connections for Internet-bound traffic. The FCC found that Internet-bound traffic is interstate and subject to the FCCs jurisdiction. Moreover, the FCC again found that Internet-bound traffic is not subject to
reciprocal compensation under Section 251(b)(5) of the 1996 Act. Instead, the FCC established federal rates per minute for this traffic that decline from $.0015 to $.0007 over a three-year period. The FCC order also sets caps on the total minutes of
this traffic that may be subject to any intercarrier compensation and requires that incumbent local exchange carriers must offer to both bill and pay reciprocal compensation



2



---

##### Table of Contents

Verizon Virginia Inc.



for local traffic at the same rate as they are required to pay on Internet-bound traffic. On May 3, 2002, the U.S.
Court of Appeals for the D.C. Circuit rejected part of the FCCs rationale for its April 27, 2001 order, but declined to vacate the order while it is on remand. As a result, pending further action by the FCC, the FCCs underlying order
remains in effect.



More generally, the FCC has an ongoing rulemaking that
could fundamentally restructure the regulatory regime for intercarrier compensation, including, but not limited to, access charges, compensation for Internet traffic, and reciprocal compensation for local traffic. The FCC also is considering
multiple petitions asking it to declare whether, and under what circumstances, services that employ Internet protocol are subject to access charges under current law, or asking it to forbear from any requirement to pay access charges on some such
services. The FCC also has announced that it intends to initiate a rulemaking proceeding to address the regulation of voice over Internet protocol services generally.



Broadband Services



The FCC has several ongoing rulemakings considering the regulatory treatment of broadband services. Among the questions at issue are whether to require local telephone
companies like Verizon to offer such services as a common carrier or whether such services may be offered under a potentially less regulated private carriage arrangement, and whether to declare broadband services offered by local telephone companies
as non-dominant and what the effect should be of any such classification.



State Regulation of Rates and Services



Effective in 1995, the
Virginia State Corporation Commission (VSCC) approved an alternative regulatory plan that regulates our noncompetitive services on a price cap basis and does not regulate our competitive services. The plan does not regulate profits. In June 2001,
the VSCC modified the plan and extended the moratorium on rate increases for basic local telephone service until 2004. The plan has no expiration date.



COMPETITION



Current and potential competitors in telecommunication services include long distance companies, other local telephone companies, cable companies, wireless service providers, foreign telecommunications providers,
electric utilities, Internet service providers and other companies that offer network services. Many of these companies have a strong market presence, brand recognition and existing customer relationships, all of which contribute to intensifying
competition and may affect our future revenue growth.



Local Exchange
Services



The ability to offer local exchange services historically has
been subject to regulation by state regulatory commissions. Applications from competitors to provide and resell local exchange services have been approved in our jurisdiction. The 1996 Act has significantly increased the level of competition in our
local exchange markets.



One of the purposes of the 1996 Act was to ensure, and
accelerate, the emergence of competition in local exchange markets. Toward this end, the 1996 Act requires most existing local exchange carriers (incumbent local exchange carriers, or ILECs), including our company, to permit potential competitors
(CLECs) to:



|· | Purchase service from the ILEC for resale to CLEC customers;
|- | ------------------------------------------------------------

|· | Purchase UNEs from the ILEC; and/or
|- | -----------------------------------

|· | Interconnect the CLECs network with the ILECs network.
|- | --------------------------------------------------------



As a result, competition in our local exchange markets continues to increase. We are generally required to sell our services to CLECs at discounts from the prices we
charge our retail customers.



Long Distance Services



We offer intraLATA and interLATA long distance services. IntraLATA toll calls originate and
terminate within the same LATA, but generally cover a greater distance than a local call. State regulatory commissions rather than federal authorities generally regulate these services. Federal regulators have jurisdiction over interstate toll
services. Our state regulatory commission permits other carriers to offer intraLATA toll services within the state. A number of our major competitors in the long distance business have strong brand recognition and existing customer relationships.



3



---

##### Table of Contents

Verizon Virginia Inc.



Alternative Access Services



A substantial portion of our revenues from business and government customers is derived from a relatively small number of large,
multiple-line subscribers.



We face competition from alternative communications
systems, constructed by large end-users, interexchange carriers and alternative access vendors, which are capable of originating and/or terminating calls without the use of our plant. The FCCs orders requiring us to offer collocated
interconnection for special and switched access services have enhanced the ability of such alternative access providers to compete with us.



Other potential sources of competition include cable television systems, shared tenant services and other noncarrier systems which are capable of bypassing our local
plant, either partially or completely, through substitution of special access for switched access or through concentration of telecommunications traffic on fewer of our lines.



Wireless Services



Wireless services also constitute a significant source of competition to our wireline telecommunications services, especially as wireless carriers (including Verizon
Wireless) expand and improve their network coverage and continue to lower their prices to end-users. As a result, more end-users are substituting wireless services for basic wireline service. Wireless telephone services can also be used for data
transmission.



Public Telephone Services



The growth of wireless communications has significantly decreased usage of public
telephones, as more customers are substituting wireless services for public telephone services. In addition, we face competition from other providers of public telephone services.



Operator Services



Our operator services product line faces competition from alternative operator services providers and Internet service providers.



4



---

##### Table of Contents

Verizon Virginia Inc.



Item 2.Properties



GENERAL



Our principal properties do not lend themselves to
simple description by character and location. Our investment in plant, property and equipment consisted of the following at December 31:



|                                             |  |      |   |  |      |  
|-------------------------------------------- |  | ---- | - |  | ---- | -
|                                             |  | 2003 |   |  | 2002 |  
|Central office equipment                     |  | 49   | % |  | 49   | %
|Outside communications plant                 |  | 37   |   |  | 36   |  
|Land and buildings                           |  | 7    |   |  | 7    |  
|Furniture, vehicles and other work equipment |  | 5    |   |  | 5    |  
|Other                                        |  | 2    |   |  | 3    |  
|                                             |  |      |   |  |      |  
|                                             |  | 100  | % |  | 100  | %
|                                             |  |      |   |  |      |  



Central office equipment
consists of switching equipment, transmission equipment and related facilities. Outside communications plant consists primarily of aerial cable, buried cable, underground cable, conduit and wiring, and telephone poles. Land and
buildings consists of land and land improvements, and principally central office buildings. Furniture, vehicles and other work equipment consists of public telephone instruments and telephone equipment, furniture, office equipment,
motor vehicles and other work equipment. Other property consists primarily of plant under construction, capital leases, capitalized computer software costs and leasehold improvements.



All of our properties, located in the state of Virginia, are generally in good operating
condition and are adequate to satisfy the needs of our business.



Our customers
are served by electronic switching systems that provide a wide variety of services. Substantially all of our network has full digital capability to furnish advanced data transmission and information management services.



CAPITAL EXPENDITURES



We continue to make significant capital expenditures to meet the demand for communications services and to further improve such services.
Capital spending was approximately $316 million in 2003, $394 million in 2002 and $801 million in 2001. Capital spending for those years includes capitalized software and excludes additions under capital leases. Our total investment in plant,
property and equipment was approximately $8.2 billion at December 31, 2003 and $8.2 billion at December 31, 2002, including the effect of retirements, but before deducting accumulated depreciation.



|Item 3. | Legal Proceedings
|------- | -----------------



There were no proceedings reportable under Item 3.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



(Omitted pursuant to General Instruction I(2).)



5



---

##### Table of Contents

Verizon Virginia Inc.



PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------



Not applicable.



|Item 6. | Selected Financial Data
|------- | -----------------------



(Omitted pursuant to General Instruction I(2).)



6



---

##### Table of Contents

Verizon Virginia Inc.



|Item 7. | Managements Discussion and Analysis of Results of Operations
|------- | -------------------------------------------------------------

(Abbreviated pursuant to General Instruction I(2).)



This discussion should be read in conjunction with the Financial Statements and Notes to Financial Statements listed in the index set forth
on page F-1.



OVERVIEW



Description of Business



Verizon Virginia Inc. is a wholly owned subsidiary of Verizon Communications Inc. (Verizon).
We presently serve a territory consisting of Local Access and Transport Areas (LATAs) in the state of Virginia. We have one reportable segment which provides domestic wireline telecommunications services. We currently provide two basic types of
telecommunications services:



|· | Exchange telecommunication service is the transmission of telecommunications among customers located within a local calling area within a LATA. Examples of exchange
telecommunications services include switched local residential and business services, local private line voice and data services and Centrex services. We also provide toll services within a LATA (intraLATA long distance).
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Exchange access service links a customers premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of
exchange access services include switched access and special access services.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The communications services we provide are subject to regulation by the Virginia State Corporation Commission (VSCC) with respect to intrastate rates and services and other matters. The Federal Communications
Commission (FCC) regulates rates that we charge long distance carriers and end-user subscribers for interstate access services. For a further discussion of the Company and our regulatory plan, see Item 1 Business.



Critical Accounting Policies



A summary of the critical accounting policies used in preparing our financial statements is
as follows:



Most of our employees participate in Verizons defined
benefit pension plans and postretirement benefit plans. In the aggregate, the fair value of pension plan assets exceeds pension plan benefit obligations. Significant pension and postretirement benefit plan assumptions, including the discount rate
used, the long-term rate of return on plan assets, and medical cost trend rates are periodically updated and impact the amount of pension plan results, assets and obligations. For more information on pension plan assumptions, see Note 8 to the
financial statements.



Our current and deferred income taxes and associated
valuation allowances (if any) are impacted by events and transactions arising in the normal course of business, as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is
dependent on several factors, including estimates of the timing and realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws,
as well as unanticipated future transactions impacting related income tax balances.



We compute depreciation on plant, property, and equipment principally on the composite group remaining life method and straight-line composite rates over estimated useful lives ranging from 3 to 50 years. This method provides for the
recognition of the cost of the remaining net investment in telephone plant, less anticipated net salvage value (if any), over the remaining asset lives. This method requires the periodic revision of depreciation rates. Changes in the estimated
useful lives of plant, property, and equipment or depreciation methods could have a material effect on our results of operations.



7



---

##### Table of Contents

Verizon Virginia Inc.



We recognize service revenues based upon usage of our local exchange network and facilities and contract fees. In
general, fixed fees for local telephone, long distance and certain other services are billed one month in advance and recognized the following month when earned. Revenue from other products that are not fixed fee or that exceed contracted amounts is
recognized when such services are provided. Customer activation fees, along with the related costs up to, but not exceeding the activation fees, are deferred and amortized over the customer relationship period.



In the course of conducting our business, we provide services to and purchase goods and
services from affiliated companies. These transactions are supported by tariff rates or contractual agreements, the terms of which require estimates and judgments to fairly value such transactions.



All of our significant accounting policies are described in Note 1 to the financial
statements.



Transactions with Affiliates



Our financial statements include transactions with affiliates. The more significant
affiliate transactions include revenues earned from Verizon Internet Services Inc., Verizon Services and Verizon Global Networks Inc. for utilization of our network facilities and provision of services.



In addition, our operating revenue and expense include transactions with other Verizon
Operating Telephone Companies primarily for the rental of facilities and equipment and interconnection services.



Further, we recognize operating expense in connection with contractual arrangements with affiliates, primarily Verizon Services, for the provision of various centralized
services to us. We recognize interest income and interest expense in connection with contractual agreements with Verizon Network Funding Corp. for the provision of short-term financing and cash management services. We also pay quarterly dividends to
our parent, Verizon.



See Note 10 to the financial statements for additional
information about our transactions with affiliates.



RESULTS OF
OPERATIONS



We reported net income of $207.7 million for the year
ended December 31, 2003, compared to net income of $278.2 million for the same period in 2002. Our reported results included the following special items:



Cumulative Effect of Change in Accounting Principle



Effective January 1, 2003, we adopted Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. This standard
provides the accounting for the cost of legal obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a liability for asset retirement obligations in the period in which the
obligations are incurred and capitalize that amount as part of the book value of the long-lived asset. We have determined that we do not have a material legal obligation to remove long-lived assets as described by this statement. However, prior to
the adoption of SFAS No. 143, we included estimated removal costs in our group depreciation models. These costs have increased depreciation expense and accumulated depreciation for future removal costs for existing assets. These removal costs were
recorded as a reduction to accumulated depreciation when the assets were retired and removal costs were incurred.



For some assets, such as telephone poles, the removal costs exceeded salvage value. Under the provisions of SFAS No. 143, we are required to exclude costs of removal from
our depreciation rates for assets for which the removal costs exceed salvage. Accordingly, in connection with the initial adoption of this standard on January 1, 2003, we have reversed accrued costs of removal in excess of salvage from our
accumulated depreciation accounts for these assets. The adjustment was recorded as a cumulative effect of an accounting change, resulting in the recognition of a gain of $142.6 million ($87.1 million after-tax). Effective January 1, 2003, we began
expensing costs of removal in excess of salvage for these assets as incurred. The ongoing impact of this change in accounting resulted in a decrease in depreciation expense and an increase in cost of services and sales, which was not material to our
total operating expense for the year ended December 31, 2003.



8



---

##### Table of Contents

Verizon Virginia Inc.



Employee Severance and Other Benefit Costs



In 2003, we incurred total pension, benefit and other costs related to severance activities of $138.3 million (excluding amounts allocated
from affiliates).



| |  | Our costs include a charge of $47.4 million related to the voluntary separation of management and associate employees as recorded under SFAS No. 112, Employers
Accounting for Postemployment Benefits.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We also recorded a special charge of $85.6 million in connection with pension and retirement benefit enhancements.
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | Further, we recorded a pension settlement loss of $5.1 million related to lump-sum settlements of some existing pension obligations and a net curtailment loss of $.2 million for a
significant reduction of the expected years of future service resulting from early retirements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2002, we incurred total pension, benefit and other costs related to severance activities of $76.7 million (excluding amounts allocated from affiliates).



| |  | Our costs include a charge of $11.5 million related to costs incurred in connection with a voluntary separation plan as recorded under SFAS No. 112, Employers Accounting
for Postemployment Benefits.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We also recorded a special charge of $11.2 million in connection with pension and retirement benefit enhancements. Further, we recorded a pension settlement gain of $(11.5) million
in connection with previously announced employee separations and a net curtailment loss of $65.5 million for a significant reduction of the expected years of future service resulting from early retirements in 2002.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The special termination benefits, curtailment and settlement of pension obligations are
recorded in accordance with SFAS No. 88, Employers Accounting for Settlements and Curtailments of Defined Pension Plans and for Termination Benefits and SFAS No. 106, Employers Accounting for Postretirement Benefits
Other than Pensions. Severance, special termination benefits, curtailments and settlement of pension obligations are included in selling, general and administrative expense in our statements of income. As of December 31, 2003, a total of over
1,000 employees have been separated under the 2002 and 2003 severance programs.



See Note 8 to the financial statements for additional information about our employee benefits.



WorldCom Inc.



In 2002, we recorded an
impairment charge of $29.6 million driven by our financial statement exposure to WorldCom Inc. (WorldCom). This charge was recorded in selling, general and administrative expense in our statements of income.



These and other items affecting the comparison of our results of operations for the years
ended December 31, 2003 and 2002 are discussed in the following sections.



OPERATING REVENUES

(Dollars in Millions)



|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|Years Ended December 31 |  | 2003 |         | 2002
|Local services          |  | $    | 1,200.4 |      | $ | 1,281.2
|Network access services |  |      | 867.0   |      |   | 913.9  
|Long distance services  |  |      | 44.7    |      |   | 24.3   
|Other services          |  |      | 125.2   |      |   | 133.3  
|                        |  |      |         |      |   |        
|Total                   |  | $    | 2,237.3 |      | $ | 2,352.7
|                        |  |      |         |      |   |        



9



---

##### Table of Contents

Verizon Virginia Inc.



LOCAL SERVICES



|            |  |            |       |   |  |      |    |  |  |  |  |  |  |  | 
|----------- |  | ---------- | ----- | - |  | ---- | -- |  |  |  |  |  |  |  | 
|            |  | (Decrease) |       |   |  |      |    |  |  |  | 
|           
|2003  2002 |  | $          | (80.8 | ) |  | (6.3 | )% |  |  |  |  |  |  |  | 
|           



Local service revenues are earned from
the provision of local exchange, local private line, wire maintenance, voice messaging and value-added services. Value-added services are a family of services that expand the utilization of the network, including products such as Caller ID, Call
Waiting and Return Call. The provision of local exchange services not only includes retail revenues, but also includes local wholesale revenues from unbundled network elements (UNEs), interconnection revenues from competitive local exchange carriers
(CLECs) and wireless carriers, and some data transport revenues.



Local service
revenues declined in 2003 primarily due to lower demand and usage of our basic local exchange and accompanying services, as reflected by a decline in switched access lines in service of 2.9% from a year ago. This decline was mainly driven by the
effects of competition, regulatory pricing rules for UNEs and technology substitution. Regulatory pricing rules for UNEs, which mandate lower prices from other carriers that use our facilities to provide local exchange services, are putting downward
pressure on our revenues by shifting the mix of access lines from retail to wholesale. These decreases were partially offset by the impact of sales of packaged wireline services as a result of expanded new products and pricing plans.



NETWORK ACCESS SERVICES



|            |  |            |       |   |  |      |    |  |  |  |  |  |  |  | 
|----------- |  | ---------- | ----- | - |  | ---- | -- |  |  |  |  |  |  |  | 
|            |  | (Decrease) |       |   |  |      |    |  |  |  | 
|           
|2003  2002 |  | $          | (46.9 | ) |  | (5.1 | )% |  |  |  |  |  |  |  | 
|           



Network access service revenues are
earned from end-user subscribers and from long distance and other competing carriers who use our local exchange facilities to provide usage services to their customers. Switched access revenues are derived from fixed and usage-based charges paid by
carriers for access to our local network. Special access revenues originate from carriers and end-users that buy dedicated local exchange capacity to support their private networks. End-user access revenues are earned from our customers and from
resellers who purchase dial-tone services. Further, network access revenues include our digital subscriber line (DSL) services.



The decrease in network access revenues in 2003 was mainly attributable to a decline in subscriber line revenues, as well as a decline in switched minutes of use of
14.1%, from a year ago, reflecting the impact of access line loss and wireless substitution. In addition, the effect of mandated price changes and other regulatory decisions further contributed to the decrease in network access revenues in 2003.



The FCC regulates the rates that we charge long distance carriers and end-user
customers for interstate access services. We are required to file new access rates with the FCC each year. See Other Matters  FCC Regulation and Interstate Rates for additional information on FCC rulemakings concerning federal
access rates, universal service and unbundling of network elements.



LONG
DISTANCE SERVICES



|            |  |          |      |  |      |   |  |  |  |  |  |  |  | 
|----------- |  | -------- | ---- |  | ---- | - |  |  |  |  |  |  |  | 
|            |  | Increase |      |  |      |   |  |  |  |  | 
|           
|2003  2002 |  | $        | 20.4 |  | 84.0 | % |  |  |  |  |  |  |  | 

---



Long distance revenues are earned primarily from calls made to points outside a customers local calling area, but within our service area (intraLATA toll). IntraLATA toll calls originate and terminate within the
same LATA, but generally cover a greater distance than a local call. These services are regulated by the Virginia State Corporate Commission except where they cross state lines. Other long distance services that we provide include 800 services and
Wide Area Telephone Service (WATS). We also earn revenue from private line and operator services associated with long distance calls.



Long distance service revenues increased in 2003 primarily due to the impact of sales of packaged wireline services which include expanded product offerings and pricing
plans. This increase was partially offset by the effects of lower access line growth and technology substitution.



10



---

##### Table of Contents

Verizon Virginia Inc.



OTHER SERVICES



|            |  |            |      |   |  |      |    |  |  |  |  |  |  |  | 
|----------- |  | ---------- | ---- | - |  | ---- | -- |  |  |  |  |  |  |  | 
|            |  | (Decrease) |      |   |  |      |    |  |  |  | 
|           
|2003  2002 |  | $          | (8.1 | ) |  | (6.1 | )% |  |  |  |  |  |  |  | 

---



Our other services include such services as billing and collections for long distance carriers and affiliates, facilities rentals to affiliates and nonaffiliates, public (pay) telephone, customer premises equipment
(CPE) and sales of materials and supplies to affiliates. Other service revenues also include fees paid by customers for nonpublication of telephone numbers, multiple white page listings and late payment of bills, and fees paid by an affiliate for
usage of our directory listings.



Other service revenues declined in 2003
primarily due to a decrease in billing and collection revenue from other carriers and a decrease in customer late payment fees.



OPERATING EXPENSES

(Dollars in Millions)



COST OF SERVICES AND SALES



|            |  |            |       |   |  |      |    |  |  |  |  |  |  |  | 
|----------- |  | ---------- | ----- | - |  | ---- | -- |  |  |  |  |  |  |  | 
|            |  | (Decrease) |       |   |  |      |    |  |  |  | 
|           
|2003  2002 |  | $          | (10.2 | ) |  | (1.6 | )% |  |  |  |  |  |  |  | 

---



Cost of services and sales includes the following costs directly attributable to a service or product: salaries and wages, benefits, materials and supplies, contracted services, network access and transport costs,
customer provisioning costs, computer systems support and cost of products sold. Aggregate customer care costs, which include billing and service provisioning, are allocated between cost of services and sales and selling, general and administrative
expense. Cost of services and sales includes allocated costs from affiliates.



The decrease in cost of services and sales in 2003 was primarily due to lower access and transport costs. As part of our ongoing review of local interconnection expense charged by CLECs, we determined that selected charges from CLECs,
previously recorded as expense but not paid, were no longer required and, accordingly, we adjusted our first quarter 2003 operating expenses. In addition, effective in 2003, we recognize as local interconnection expense no more than the amount
payable under the April 27, 2001 FCC order addressing intercarrier compensation for dial-up connections for Internet-bound traffic.



These cost decreases were partially offset by lower net pension and other postretirement benefit income. The company participates in Verizons defined pension plan
and postretirement health care and life insurance plans. As of December 31, 2002, Verizon changed key employee benefit plan assumptions in response to conditions in the securities markets at that time and medical and prescription drug cost trends.
The expected rates of return on pension plan assets and other postretirement benefit plan assets were changed from 9.25% in 2002 to 8.50% in 2003. The discount rate assumption was lowered from 7.25% in 2002 to 6.75% in 2003 and the medical cost
trend rate assumption was 10.00% in 2003 and 11.00% in 2002. As a result of extending and increasing limits (caps) on company payments toward retiree health care costs in connection with the union contracts ratified in the fourth quarter of 2003, we
began recording retiree health care costs as if there were no caps in the fourth quarter of 2003. The overall impact of these assumption changes, combined with the impact of lower than expected actual asset returns over the past three years, reduced
pension income, net of postretirement benefit expenses in 2003 (primarily in cost of services and sales), compared to 2002. During 2003, we recorded pension income, net of postretirement benefit expenses (after consideration of capitalized costs) of
approximately $26 million, compared to $78 million in 2002. The impact of additional overtime pay due to higher weather-related repair volumes and contingency costs to maintain operational readiness during recent labor negotiations offset cost
decreases in 2003.



See Other Matters  Intercarrier
Compensation for additional information on FCC rulemakings and other court decisions addressing intercarrier compensation for dial-up connections for Internet-bound traffic.



11



---

##### Table of Contents

Verizon Virginia Inc.



SELLING, GENERAL AND ADMINISTRATIVE EXPENSE



|            |  |          |       |  |      |   |  |  |  |  |  |  |  | 
|----------- |  | -------- | ----- |  | ---- | - |  |  |  |  |  |  |  | 
|            |  | Increase |       |  |      |   |  |  |  |  | 
|           
|2003  2002 |  | $        | 136.7 |  | 21.5 | % |  |  |  |  |  |  |  | 

---



Selling, general and administrative expense (SG&A) includes salaries and wages and benefits not directly attributable to a service or product, bad debt charges, taxes other than income, advertising and sales
commission costs, customer billing, call center and information technology costs, professional service fees, and rent for administrative space. Aggregate customer care costs, which include billing and service provisioning, are allocated between cost
of services and sales and selling, general and administrative expense. SG&A expense includes allocated costs from affiliates.



The increase in SG&A expense in 2003 was driven by higher employee costs of approximately $211 million primarily attributable to higher incurred costs and allocated
costs from affiliates related to severance activities, as described in Results of Operations. These increases were partially offset by lower bad debt expense principally due to a reduction in uncollectible accounts receivable, improved
collections and additional customer deposit requirements. In the second quarter of 2002, we recorded an impairment charge driven by our financial statement exposure to WorldCom.



DEPRECIATION AND AMORTIZATION EXPENSE



|            |  |            |       |   |  |      |    |  |  |  |  |  |  |  | 
|----------- |  | ---------- | ----- | - |  | ---- | -- |  |  |  |  |  |  |  | 
|            |  | (Decrease) |       |   |  |      |    |  |  |  | 
|           
|2003  2002 |  | $          | (38.7 | ) |  | (6.9 | )% |  |  |  |  |  |  |  | 

---



Depreciation and amortization expense decreased principally due to the effect of lower rates of depreciation, as well as the favorable impact of adopting SFAS No. 143, effective January 1, 2003. Under SFAS No. 143, we
began expensing costs of removal in excess of salvage for outside plant assets as incurred. Previously, we had included costs of removal for these assets in our depreciation rates. These decreases were partially offset by growth in depreciable
telephone plant and, to a lesser extent, increased software amortization costs.



OTHER RESULTS

(Dollars in Millions)



OTHER INCOME AND (EXPENSE), NET



|                                     |  |                         |       |   |      |   |      |          |  |       |   
|------------------------------------ |  | ----------------------- | ----- | - | ---- | - | ---- | -------- |  | ----- | --
|                                     |  | Years Ended December 31 |       |   |      |  
|                                     |  | 2003                    |       |   | 2002 |   |      | % Change | 
|Interest income                      |  | $                       | 2.6   |   |      | $ | 1.1  |          |  | nm    |   
|Equity loss from affiliate           |  |                         | (22.6 | ) |      |   |     |          |  | nm    |   
|Loss on early extinguishment of debt |  |                         | (3.2  | ) |      |   | (1.0 | )        |  | nm    |   
|Other, net                           |  |                         | .1    |   |      |   | .5   |          |  | (80.0 | )%
|                                     |  |                         |       |   |      |   |      |          |  |       |   
|Total                                |  | $                       | (23.1 | ) |      | $ | .6   |          |  | nm    |   
|                                     |  |                         |       |   |      |   |      |          |  |       |   

---

nm  not meaningful



The change in other income and (expense) was primarily attributable to equity losses
recognized during 2003, as compared to the same period in 2002, from our equity investment in Verizon Ventures III Inc. (Ventures III), an affiliated company. As a result of the reintegration of Ventures III completed on October 1, 2003, we no
longer recognize equity income (loss) from this investment. (See Note 10 to the financial statements.)



12



---

##### Table of Contents

Verizon Virginia Inc.



INTEREST EXPENSE



|                                      |  |                         |         |      |   |          |  |       |  
|------------------------------------- |  | ----------------------- | ------- | ---- | - | -------- |  | ----- | -
|                                      |  | Years Ended December 31 |         |      |  
|                                      |  | 2003                    |         | 2002 |   | % Change | 
|Interest expense                      |  | $                       | 81.3    |      | $ | 64.6     |  | 25.9  | %
|Capitalized interest costs            |  |                         | 2.1     |      |   | 4.7      |  | (55.3 | )
|                                      |  |                         |         |      |   |          |  |       |  
|Total interest costs on debt balances |  | $                       | 83.4    |      | $ | 69.3     |  | 20.3  |  
|                                      |  |                         |         |      |   |          |  |       |  
|Debt outstanding                      |  | $                       | 1,533.8 |      | $ | 1,456.1  |  | 5.3   | %
|                                      |  |                         |         |      |   |          |  |       |  



The increase in interest expense in
2003, from a year ago, was primarily due to changes in the mix of short- and long-term interest rates and changes in the levels of debt during each period.



See Note 5 to the financial statements for additional information about our debt.



PROVISION FOR INCOME TAXES



|                           |  |                         |      |   |      |   |       |          |  |       |   
|-------------------------- |  | ----------------------- | ---- | - | ---- | - | ----- | -------- |  | ----- | --
|                           |  | Years Ended December 31 |      |   |      |  
|                           |  | 2003                    |      |   | 2002 |   |       | % Change | 
|Provision for income taxes |  | $                       | 89.2 |   |      | $ | 175.2 |          |  | (49.1 | )%
|Effective income tax rate  |  |                         | 42.5 | % |      |   | 38.6  | %        |  |       |   



The effective income tax rate is the
provision for income taxes as a percentage of income before provision for income taxes and cumulative effect of change in accounting principle. Our effective income tax rate was higher in 2003, as compared to 2002, primarily due to an increase in
equity losses associated with our investment in Ventures III, which were recorded in 2003, for which we did not recognize income tax benefits.



You can find a reconciliation of the statutory federal income tax rate to the effective income tax rate for each period in Note 9 to the financial statements.



CONTRACTUAL OBLIGATIONS



The following table provides a summary of our contractual obligations at December 31, 2003.
Additional detail about these items is included in the notes to the financial statements.



|                                       |  |                        |         |                  |   |           |  |           |       |                   |   |       |  |   |        
|-------------------------------------- |  | ---------------------- | ------- | ---------------- | - | --------- |  | --------- | ----- | ----------------- | - | ----- |  | - | -------
|                                       |  | Payments Due By Period
|Contractual Obligations                |  | Total                  |         | Less than 1 year |   | 1-3 years |  | 3-5 years |       | More than 5 years
|                                       |  | (Dollars in Millions) 
|Long-term debt (see Note 5)            |  | $                      | 1,525.0 |                  | $ |          |  | $         | 100.0 |                   | $ |      |  | $ | 1,425.0
|Capital lease obligations (see Note 4) |  |                        | 13.2    |                  |   | 1.8       |  |           | 4.3   |                   |   | 2.9   |  |   | 4.2    
|Interest on long-term debt             |  |                        | 862.1   |                  |   | 78.0      |  |           | 143.3 |                   |   | 140.3 |  |   | 500.5  
|Operating leases (see Note 4)          |  |                        | 18.7    |                  |   | 5.7       |  |           | 8.1   |                   |   | 3.6   |  |   | 1.3    
|                                       |  |                        |         |                  |   |           |  |           |       |                   |   |       |  |   |        
|Total contractual obligations          |  | $                      | 2,419.0 |                  | $ | 85.5      |  | $         | 255.7 |                   | $ | 146.8 |  | $ | 1,931.0
|                                       |  |                        |         |                  |   |           |  |           |       |                   |   |       |  |   |        



13



---

##### Table of Contents

Verizon Virginia Inc.



OTHER MATTERS



In-Region Long Distance



Under the Telecommunications Act of 1996 (the 1996 Act), our ability to offer in-region long distance services (that is, services originating in the state where we
operate as a local exchange carrier) was largely dependent on satisfying specified requirements. The requirements included a 14-point competitive checklist of steps which we must take to help competitors offer local services through
resale, through purchase of UNEs, or by interconnecting their own networks to ours. We were required to demonstrate to the FCC that our entry into the in-region long distance market would be in the public interest.



On October 30, 2002, the FCC released an order approving our application for permission to
enter the in-region long distance market in Virginia. Since November 12, 2002, in-region long distance is being offered by a separate non-regulated subsidiary of Verizon as required by law.



FCC Regulation and Interstate Rates



We are subject to the jurisdiction of the FCC with respect to interstate services and
related matters. In 2003, the FCC continued to implement reforms to the interstate access charge system and to implement the universal service and other requirements of the 1996 Act.



Access Charges and Universal Service



On May 31, 2000, the FCC adopted the Coalition for Affordable Local and Long Distance
Services (CALLS) plan as a comprehensive five-year plan for regulation of interstate access charges. The CALLS plan has three main components. First, it establishes a portable interstate access universal service support of $650 million for the
industry. This explicit support replaces implicit support embedded in interstate access charges. Second, the plan simplifies the patchwork of common line charges into one subscriber line charge (SLC) and provides for de-averaging of the SLC by zones
and class of customers in a manner that will not undermine comparable and affordable universal service. Third, the plan sets into place a mechanism to transition to a set target of $.0055 per minute for switched access services. Once that target
rate is reached, local exchange carriers are no longer required to make further annual price cap reductions to their switched access prices. The annual reductions leading to the target rate, as well as annual reductions for the subset of special
access services that remain subject to price cap regulation was set at 6.5% per year.



As a result of tariff adjustments which became effective in July 2002, we reached the $.0055 benchmark.



The FCC has adopted rules for special access services that provide for pricing flexibility and ultimately the removal of services from price regulation when prescribed
competitive thresholds are met.



In November 1999, the FCC adopted a new
mechanism for providing universal service support to high-cost areas served by large local telephone companies. This funding mechanism provides additional support for local telephone services in several states served by Verizon. This system has been
supplemented by the new FCC access charge plan described above. On October 16, 2003, in response to a previous court decision, the FCC announced a decision providing additional justification for its non-rural high-cost universal support mechanism
and modifying it in part. The FCC also has proceedings underway to evaluate possible changes to its current rules for assessing contributions to the universal service fund. Any change in the current assessment mechanism could result in a change in
the contribution that local telephone companies must make and that would have to be collected from customers.



Unbundling of Network Elements



On
February 20, 2003, the FCC announced a decision adopting new rules defining the obligations of incumbent local exchange carriers to provide competing carriers with access to UNEs. The decision was the culmination of an FCC rulemaking referred to as
its triennial review of its UNE rules, and also was in response to a decision by the U.S. Court of Appeals for the D.C. Circuit. The U.S. Court of Appeals for the D.C. Circuit had overturned the FCCs previous unbundling rules on the grounds
that the FCC did not adequately consider the limitations of the necessary and impair standards of the 1996 Act when it chose national rules for unbundling and that it failed to consider the relevance of competition from other types of
service providers, including cable and satellite.



14



---

##### Table of Contents

Verizon Virginia Inc.



The text of the order and accompanying rules was released on August 21, 2003. With respect to broadband facilities,
such as mass market fiber to the premises loops and packet switching, that order generally removed unbundling obligations under Section 251 of the 1996 Act. With respect to narrowband services, the order generally left unbundling obligations in
place, with certain limited exceptions, and delegated to state regulatory proceedings a further review. The order also provided a new set of criteria relating to when carriers may purchase a combination of unbundled loops and transport elements
known as enhanced extended loops (EELs).



The FCCs order significantly
increases arbitrage opportunities by making it easier for carriers to use EELs for non-local service at regulated prices set using the pricing formula that applies to UNEs rather than competitive special access prices. In addition, the FCCs
order eliminates important safeguards that protected against this kind of arbitrage, including the FCCs previous rule against co-mingling unbundled elements and other services.



Multiple parties, including Verizon, appealed various aspects of the decision. Multiple parties also have asked the FCC to clarify or
reconsider various aspects of its order, and Verizon has petitioned the FCC to make clear that any broadband facilities that do not have to be unbundled under Section 251 of the 1996 Act also do not have to be unbundled under another provision of
the 1996 Act. On March 2, 2004, the U.S. Court of Appeals for the D.C. Circuit issued an order upholding the FCC in part, and overturning its order in part. The court upheld the FCC with respect to broadband facilities. On the narrowband unbundling
requirements and on the EELs rules, the court reversed key aspects of the FCC decision. The courts reversal of the FCC will not go into effect for 60 days following the ruling or until a petition for rehearing is denied or granted.



Intercarrier Compensation



On April 27, 2001, the FCC released an order addressing intercarrier compensation for
dial-up connections for Internet-bound traffic. The FCC found that Internet-bound traffic is interstate and subject to the FCCs jurisdiction. Moreover, the FCC again found that Internet-bound traffic is not subject to reciprocal compensation
under Section 251(b)(5) of the 1996 Act. Instead, the FCC established federal rates per minute for this traffic that decline from $.0015 to $.0007 over a three-year period. The FCC order also sets caps on the total minutes of this traffic that may
be subject to any intercarrier compensation and requires that incumbent local exchange carriers must offer to both bill and pay reciprocal compensation for local traffic at the same rate as they are required to pay on Internet-bound traffic. On May
3, 2002, the U.S. Court of Appeals for the D.C. Circuit rejected part of the FCCs rationale for its April 27, 2001 order, but declined to vacate the order while it is on remand. As a result, pending further action by the FCC, the FCCs
underlying order remains in effect.



More generally, the FCC has an ongoing
rulemaking that could fundamentally restructure the regulatory regime for intercarrier compensation, including, but not limited to, access charges, compensation for Internet traffic, and reciprocal compensation for local traffic. The FCC also is
considering multiple petitions asking it to declare whether, and under what circumstances, services that employ Internet protocol are subject to access charges under current law, or asking it to forbear from any requirement to pay access charges on
some such services. The FCC also has announced that it intends to initiate a rulemaking proceeding to address the regulation of voice over Internet protocol services generally.



Broadband Services



The FCC has several ongoing rulemakings considering the regulatory treatment of broadband services. Among the questions at issue are whether to require local telephone
companies like Verizon to offer such services as a common carrier or whether such services may be offered under a potentially less regulated private carriage arrangement, and whether to declare broadband services offered by local telephone companies
as non-dominant and what the effect should be of any such classification.



Subsequent Events



On February 2, 2004, we declared and paid a
dividend in the amount of $75.0 million to our parent, Verizon.



On March 30,
2004, we redeemed the entire outstanding principal amount of our $125.0 million 7% debentures, due July 15, 2025. This redemption will result in a pretax charge of approximately $5 million to results of operations.



15



---

##### Table of Contents

Verizon Virginia Inc.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



We are exposed to interest rate risk in the normal course of our business. The majority of our debt is fixed rate debt and we did not have
any derivatives as of December 31, 2003 and 2002. Our short-term borrowings from an affiliate expose our earnings to changes in short-term interest rates since the interest rate charged on such borrowings is typically fixed for less than one month.



The following table summarizes the fair values of our long-term debt as of
December 31, 2003 and 2002. The table also provides a sensitivity analysis of the estimated fair values of these financial instruments assuming 100-basis-point upward and downward parallel shifts in the yield curve. The sensitivity analysis did not
include the fair values of our short-term borrowings from an affiliate since they are not significantly affected by changes in market interest rates.



|                                             |  |                       |         |      |   |      
|-------------------------------------------- |  | --------------------- | ------- | ---- | - | -----
|                                             |  | December 31          
|                                             |  | 2003                  |         | 2002
|                                             |  | (Dollars in Millions)
|Fair value of long-term debt                 |  | $                     | 1,573.1 |      | $ | 748.3
|Fair value assuming a +100-basis-point shift |  |                       | 1,456.3 |      |   | 694.8
|Fair value assuming a 100-basis-point shift |  |                       | 1,693.1 |      |   | 797.0



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



The information required by this Item is set forth on Pages F-1 through F-25.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------



Not applicable.



|Item 9A. | Controls and Procedures
|-------- | -----------------------



Our chief executive officer and chief financial officer have evaluated the effectiveness of the registrants disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this annual report, that ensure that information relating to the registrant which is required to be disclosed in this report is
recorded, processed, summarized and reported, within required time periods. Based on this evaluation, which disclosed no significant deficiencies or material weaknesses, they have concluded that the registrants disclosure controls and
procedures were adequate and effective to ensure that material information relating to the registrant and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this annual
report was being prepared. There were no significant changes in the registrants internal control over financial reporting during the fourth quarter of 2003 that have materially affected, or are reasonably likely to materially affect, internal
control over financial reporting.



PART III



|Item 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------



(Omitted pursuant to General Instruction I(2).)



|Item 11. | Executive Compensation
|-------- | ----------------------



(Omitted pursuant to General Instruction I(2).)



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



(Omitted pursuant to General Instruction I(2).)



|Item 13. | Certain Relationships and Related Transactions
|-------- | ----------------------------------------------



(Omitted pursuant to General Instruction I(2).)



16



---

##### Table of Contents

Verizon Virginia Inc.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------



The Audit and Finance Committee of Verizon serves the audit committee function for us.



Fees for services provided to us by Ernst & Young LLP, our independent auditor, during 2003 and 2002 were as follows:



|                    |  |                       |    |      |   |   
|------------------- |  | --------------------- | -- | ---- | - | --
|                    |  | 2003                  |    | 2002
|                    |  | (Dollars in Millions)
|Audit fees          |  | $                     | .4 |      | $ | .4
|Audit-related fees* |  |                       | .2 |      |   | .1
|Tax fees*           |  |                       | .1 |      |   |  



*Audit-related fees primarily include
regulatory audits, due diligence procedures and accounting consultations. Tax fees primarily consist of state and local tax consultations. Verizons Audit and Finance Committee considered, in reliance on management and the independent auditor,
whether the provision of these services is compatible with maintaining the independence of Ernst & Young.



Verizons Audit and Finance Committee has established policies and procedures regarding pre-approval of all services provided by the independent auditor. At the beginning of the fiscal year, the Committee
pre-approves the engagement of the independent auditor to provide audit services based on fee estimates. The Committee also pre-approves proposed audit-related services, tax services and other permissible services, based on specified project and
service details, fee estimates, and aggregate fee limits for each service category. The Committee receives a report at each meeting on the status of services provided or to be provided by the independent auditor and the related fees.



17



---

##### Table of Contents

Verizon Virginia Inc.



PART IV



|Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8-K
|-------- | ----------------------------------------------------------------



| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------



(1) Financial Statements



See Index to Financial Statements and Financial Statement Schedule appearing on Page F-1.



(2) Financial Statement Schedules



See Index to Financial Statements and Financial Statement Schedule appearing on Page F-1.



(3) Exhibits



Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as exhibits hereto.



| | 3a | Articles of Amendment of the Articles of Incorporation of the registrant, adopted June 13, 1977, and filed July 28, 1977. (Exhibit 3a to Form 10-K for the year ended December 31,
1985.)
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3a(i) | Amendment to the registrants Articles of Incorporation, adopted April 5, 1990 and filed August 24, 1990. (Exhibit 3a(i) to Form 10-K for the year ended December 31, 1990.)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3a(ii) | Amendment to the registrants Articles of Incorporation, adopted December 31, 1993 and filed January 13, 1994. (Exhibit 3a(ii) to Form 10-K for the year ended December 31,
1993.)
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3a(iii) | Articles of Amendment of Articles of Incorporation, adopted June 30, 2000. (Exhibit 3a(iii) to Form 10-Q for the period ended June 30, 2000.)
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | 3b | By-Laws of the registrant, as amended August 12, 2002. (Exhibit 3b to Form 10-Q for the period ended June 30, 2002.)
| | -- | --------------------------------------------------------------------------------------------------------------------



| | 4 | No instrument which defines the rights of holders of long-term debt of the registrant is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this
regulation, the registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12 | Computation of Ratio of Earnings to Fixed Charges.
| | -- | --------------------------------------------------



| | 31a | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | --- | ---------------------------------------------------------------------------------------------------



| | 31b | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | --- | ---------------------------------------------------------------------------------------------------



| | 32 | Officer certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | -- | -------------------------------------------------------------------------------------------------------------------------------



| | (b) | There were no Current Reports on Form 8-K filed or furnished during the quarter ended December 31, 2003.
| | --- | --------------------------------------------------------------------------------------------------------



18



---

##### Table of Contents

Verizon Virginia Inc.



SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                       |  |                  
|-------------------- |  | --------------------- |  | -----------------
|                     |  | VERIZON VIRGINIA INC.
|                     |  |                      
|Date: March 30, 2004 |  | By                    |  | /s/ EDWIN F. HALL
|                     |  |                       |  | Edwin F. Hall    
|                     |  |                       |  | Controller       



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                   |  |                                                                                              |  |               
|-------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------
|Signature                                          |  | Title                                                                                        |  | Date          
|                                                   |  |                                                                                             
|/s/ LAWRENCE T. BABBIO, JR.Lawrence T. Babbio, Jr. |  | Chairman of the Board and Chief Executive
Officer (Principal Executive Officer) and
Director |  | March 30, 2004
|                                                   |  |                                                                                             
|/s/ JOHN F. KILLIANJohn F. Killian                 |  | Chief Financial Officer (Principal Financial
Officer)                                        |  | March 30, 2004
|                                                   |  |                                                                                             
|/s/ EDWIN F. HALLEdwin F. Hall                     |  | Controller                                                                                   |  | March 30, 2004
|                                                   |  |                                                                                             
|/s/ ROBERT W. WOLTZ, JR.Robert W. Woltz, Jr.       |  | Director                                                                                     |  | March 30, 2004
|                                                   |  |                                                                                             
|/s/ DAVID R. MAGNANTDavid R. Magnant               |  | Director                                                                                     |  | March 30, 2004
|                                                   |  |                                                                                             
|/s/ LYDIA R. PULLEYLydia R. Pulley                 |  | Director                                                                                     |  | March 30, 2004



19



---

##### Table of Contents

Verizon Virginia Inc.



Index to
Financial Statements and Financial Statement Schedule



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                     |  | Page
|Report of Independent Auditors  Ernst & Young LLP                                                   |  | F-2 
|                                                                                                     | 
|Statements of IncomeFor the years ended December 31, 2003, 2002 and 2001                             |  | F-3 
|                                                                                                     | 
|Balance Sheets  December 31, 2003 and 2002                                                          |  | F-4 
|                                                                                                     | 
|Statements of Changes in Shareowners InvestmentFor the years ended December 31, 2003, 2002 and 2001 |  | F-6 
|                                                                                                     | 
|Statements of Cash FlowsFor the years ended December 31, 2003, 2002 and 2001                         |  | F-7 
|                                                                                                     | 
|Notes to Financial Statements                                                                        |  | F-8 
|                                                                                                     | 
|Schedule II  Valuation and Qualifying AccountsFor the years ended December 31, 2003, 2002 and 2001  |  | F-25



Financial statement schedules other
than those listed above have been omitted because such schedules are not required or applicable.



F-1



---

##### Table of Contents

Verizon Virginia Inc.



REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Shareowner

Verizon Virginia Inc.



We have audited the accompanying balance sheets of Verizon Virginia Inc. (the Company) as of
December 31, 2003 and 2002, and the related statements of income, changes in shareowners investment, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule
referenced in the index at Item 15(a). These financial statements and the financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits.



We conducted our audits in
accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Verizon Virginia Inc. at December 31, 2003
and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



As discussed in Note 2 to the financial statements, the Company changed its methods of accounting for stock-based compensation and asset
retirement obligations effective January 1, 2003.



|                     |  | 
|-------------------- |  | 
|/s/Ernst & Young LLP
|                    
|New York, New York  
|January 29, 2004    



F-2



---

##### Table of Contents

Verizon Virginia Inc.



STATEMENTS OF INCOME

For the Years Ended December 31

(Dollars in Millions)



|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                     |  | 2003 |         |   | 2002 |   |         | 2001 | 
|                                                                                     |  |      |        
|OPERATING REVENUES (including $164.9, $124.5 and $178.5 from affiliates)             |  | $    | 2,237.3 |   |      | $ | 2,352.7 |      |  | $ | 2,501.0 |  
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|OPERATING EXPENSES (including $678.5, $540.2 and $484.8 to affiliates)               |  |      |         |   |      |   |         |      |  |   |         |  
|Cost of services and sales (exclusive of items shown below)                          |  |      | 626.3   |   |      |   | 636.5   |      |  |   | 680.7   |  
|Selling, general and administrative expense                                          |  |      | 773.8   |   |      |   | 637.1   |      |  |   | 507.0   |  
|Depreciation and amortization expense                                                |  |      | 523.0   |   |      |   | 561.7   |      |  |   | 531.8   |  
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|TOTAL OPERATING EXPENSES                                                             |  |      | 1,923.1 |   |      |   | 1,835.3 |      |  |   | 1,719.5 |  
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|OPERATING INCOME                                                                     |  |      | 314.2   |   |      |   | 517.4   |      |  |   | 781.5   |  
|Other income and (expense), net (including $(20.5), $.1 and $(80.0) from affiliates) |  |      | (23.1   | ) |      |   | .6      |      |  |   | (78.2   | )
|Interest expense (including $2.1, $15.5 and $20.5 to affiliate)                      |  |      | (81.3   | ) |      |   | (64.6   | )    |  |   | (78.7   | )
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                     |  |      |        
|INCOME BEFORE PROVISION FOR INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE  |  |      | 209.8   |   |      |   | 453.4   |      |  |   | 624.6   |  
|Provision for income taxes                                                           |  |      | (89.2   | ) |      |   | (175.2  | )    |  |   | (274.1  | )
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                     |  |      |        
|INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                 |  |      | 120.6   |   |      |   | 278.2   |      |  |   | 350.5   |  
|Cumulative effect of accounting change, net of tax                                   |  |      | 87.1    |   |      |   |        |      |  |   |        |  
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                     |  |      |        
|NET INCOME                                                                           |  | $    | 207.7   |   |      | $ | 278.2   |      |  | $ | 350.5   |  
|                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  



See Notes to Financial
Statements.



F-3



---

##### Table of Contents

Verizon Virginia Inc.



BALANCE
SHEETS

(Dollars in Millions)



ASSETS



|                                                                           |  |             |         |      |   |        
|-------------------------------------------------------------------------- |  | ----------- | ------- | ---- | - | -------
|                                                                           |  | December 31
|                                                                           |  | 2003        |         | 2002
|                                                                           |  |            
|CURRENT ASSETS                                                             |  |             |         |      |   |        
|Short-term investments                                                     |  | $           | 76.4    |      | $ | 64.9   
|Note receivable from affiliate                                             |  |             | 173.6   |      |   |       
|Accounts receivable:                                                       |  |             |         |      |   |        
|Trade and other, net of allowances for uncollectibles of $116.6 and $150.0 |  |             | 392.7   |      |   | 469.4  
|Affiliates                                                                 |  |             | 166.9   |      |   | 62.3   
|Material and supplies                                                      |  |             | 8.2     |      |   | 7.7    
|Prepaid expenses                                                           |  |             | 59.8    |      |   | 30.3   
|Deferred income taxes                                                      |  |             | 55.3    |      |   | 49.2   
|Other                                                                      |  |             | 60.1    |      |   | 58.7   
|                                                                           |  |             |         |      |   |        
|Total current assets                                                       |  |             | 993.0   |      |   | 742.5  
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|PLANT, PROPERTY AND EQUIPMENT                                              |  |             | 8,163.5 |      |   | 8,209.3
|Less accumulated depreciation                                              |  |             | 4,987.3 |      |   | 4,987.6
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|                                                                           |  |             | 3,176.2 |      |   | 3,221.7
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|INTANGIBLE ASSETS, NET                                                     |  |             | 54.1    |      |   | 72.8   
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|PREPAID PENSION ASSET                                                      |  |             | 242.6   |      |   | 262.1  
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|OTHER ASSETS                                                               |  |             | 120.3   |      |   | 133.5  
|                                                                           |  |             |         |      |   |        
|                                                                           |  |            
|TOTAL ASSETS                                                               |  | $           | 4,586.2 |      | $ | 4,432.6
|                                                                           |  |             |         |      |   |        



See Notes to Financial
Statements.



F-4



---

##### Table of Contents

Verizon Virginia Inc.



BALANCE SHEETS

(Dollars in Millions)



LIABILITIES AND
SHAREOWNERS INVESTMENT



|                                                             |  |             |         |   |      |   |        
|------------------------------------------------------------ |  | ----------- | ------- | - | ---- | - | -------
|                                                             |  | December 31
|                                                             |  | 2003        |         |   | 2002
|                                                             |  |            
|CURRENT LIABILITIES                                          |  |             |         |   |      |   |        
|Debt maturing within one year:                               |  |             |         |   |      |   |        
|Note payable to affiliate                                    |  | $           |        |   |      | $ | 780.0  
|Other                                                        |  |             | 1.8     |   |      |   | 1.7    
|Accounts payable and accrued liabilities:                    |  |             |         |   |      |   |        
|Affiliates                                                   |  |             | 299.0   |   |      |   | 138.8  
|Other                                                        |  |             | 281.5   |   |      |   | 335.7  
|Other current liabilities                                    |  |             | 151.1   |   |      |   | 139.6  
|                                                             |  |             |         |   |      |   |        
|Total current liabilities                                    |  |             | 733.4   |   |      |   | 1,395.8
|                                                             |  |             |         |   |      |   |        
|LONG-TERM DEBT                                               |  |             | 1,532.0 |   |      |   | 674.4  
|                                                             |  |             |         |   |      |   |        
|                                                             |  |            
|EMPLOYEE BENEFIT OBLIGATIONS                                 |  |             | 356.7   |   |      |   | 327.1  
|                                                             |  |             |         |   |      |   |        
|DEFERRED CREDITS AND OTHER LIABILITIES                       |  |             |         |   |      |   |        
|Deferred income taxes                                        |  |             | 493.3   |   |      |   | 404.4  
|Unamortized investment tax credit                            |  |             | 9.1     |   |      |   | 9.5    
|Other                                                        |  |             | 111.9   |   |      |   | 110.9  
|                                                             |  |             |         |   |      |   |        
|                                                             |  |             | 614.3   |   |      |   | 524.8  
|                                                             |  |             |         |   |      |   |        
|                                                             |  |            
|SHAREOWNERS INVESTMENT                                      |  |             |         |   |      |   |        
|Common stock - one share, without par value, owned by parent |  |             | 873.7   |   |      |   | 873.7  
|Capital surplus                                              |  |             | 105.1   |   |      |   | 72.1   
|Reinvested earnings                                          |  |             | 375.4   |   |      |   | 564.7  
|Accumulated comprehensive loss                               |  |             | (4.4    | ) |      |   |       
|                                                             |  |             |         |   |      |   |        
|Total shareowners investment                                |  |             | 1,349.8 |   |      |   | 1,510.5
|                                                             |  |             |         |   |      |   |        
|                                                             |  |            
|TOTAL LIABILITIES AND SHAREOWNERS INVESTMENT                |  | $           | 4,586.2 |   |      | $ | 4,432.6
|                                                             |  |             |         |   |      |   |        



See Notes to Financial
Statements.



F-5



---

##### Table of Contents

Verizon Virginia Inc.



STATEMENTS OF CHANGES IN SHAREOWNERS INVESTMENT

For the Years Ended December 31

(Dollars in Millions)



|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                              |  | 2003 |         |   | 2002 |   |         | 2001 | 
|                                              |  |      |        
|COMMON STOCK                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at beginning of year                  |  | $    | 873.7   |   |      | $ | 873.7   |      |  | $ | 873.7   |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at end of year                        |  |      | 873.7   |   |      |   | 873.7   |      |  |   | 873.7   |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|CAPITAL SURPLUS                               |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at beginning of year                  |  |      | 72.1    |   |      |   | 68.7    |      |  |   |        |  
|Capital contribution from parent              |  |      | 33.0    |   |      |   | 3.3     |      |  |   | 68.7    |  
|Tax benefit from exercise of stock options    |  |      |        |   |      |   | .1      |      |  |   |        |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at end of year                        |  |      | 105.1   |   |      |   | 72.1    |      |  |   | 68.7    |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|REINVESTED EARNINGS                           |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at beginning of year                  |  |      | 564.7   |   |      |   | 636.5   |      |  |   | 565.9   |  
|Net income                                    |  |      | 207.7   |   |      |   | 278.2   |      |  |   | 350.5   |  
|Dividends declared                            |  |      | (397.0  | ) |      |   | (350.0  | )    |  |   | (280.0  | )
|Other                                         |  |      |        |   |      |   |        |      |  |   | .1      |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at end of year                        |  |      | 375.4   |   |      |   | 564.7   |      |  |   | 636.5   |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|ACCUMULATED OTHER COMPREHENSIVE LOSS          |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at beginning of year                  |  |      |        |   |      |   |        |      |  |   |        |  
|Unrealized derivative loss on cash flow hedge |  |      | (4.4    | ) |      |   |        |      |  |   |        |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Balance at end of year                        |  |      | (4.4    | ) |      |   |        |      |  |   |        |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                              |  |      |        
|TOTAL SHAREOWNERS INVESTMENT                 |  | $    | 1,349.8 |   |      | $ | 1,510.5 |      |  | $ | 1,578.9 |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                              |  |      |        
|COMPREHENSIVE INCOME                          |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                    |  | $    | 207.7   |   |      | $ | 278.2   |      |  | $ | 350.5   |  
|Unrealized derivative loss on cash flow hedge |  |      | (4.4    | ) |      |   |        |      |  |   |        |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  
|TOTAL COMPREHENSIVE INCOME                    |  | $    | 203.3   |   |      | $ | 278.2   |      |  | $ | 350.5   |  
|                                              |  |      |         |   |      |   |         |      |  |   |         |  



See Notes to Financial
Statements.



F-6



---

##### Table of Contents

Verizon Virginia Inc.



STATEMENTS OF CASH FLOWS

For the Years Ended December 31

(Dollars in Millions)



|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                                                                            |  | 2003 |        |   | 2002 |   |        | 2001 | 
|                                                                                                                            |  |      |       
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                        |  |      |        |   |      |   |        |      |  |   |         |  
|Income before cumulative effect of accounting change                                                                        |  | $    | 120.6  |   |      | $ | 278.2  |      |  | $ | 350.5   |  
|Adjustments to reconcile income before cumulative effect of accounting change to net cash provided by operating activities: |  |      |        |   |      |   |        |      |  |   |         |  
|Depreciation and amortization                                                                                               |  |      | 523.0  |   |      |   | 561.7  |      |  |   | 531.8   |  
|Employee retirement benefits                                                                                                |  |      | 59.5   |   |      |   | (26.8  | )    |  |   | (75.6   | )
|Deferred income taxes, net                                                                                                  |  |      | 26.8   |   |      |   | 22.8   |      |  |   | 41.2    |  
|Provision for uncollectible accounts                                                                                        |  |      | 44.9   |   |      |   | 130.8  |      |  |   | 54.1    |  
|Equity loss from affiliates                                                                                                 |  |      | 22.6   |   |      |   |       |      |  |   | 80.2    |  
|Dividends received from equity affiliate                                                                                    |  |      | .2     |   |      |   |       |      |  |   | .4      |  
|Changes in current assets and liabilities:                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Accounts receivable                                                                                                         |  |      | (72.8  | ) |      |   | (32.4  | )    |  |   | (46.7   | )
|Material and supplies                                                                                                       |  |      | (.5    | ) |      |   | 6.3    |      |  |   | (6.0    | )
|Other current assets                                                                                                        |  |      | (30.9  | ) |      |   | (18.5  | )    |  |   | 23.0    |  
|Accounts payable and accrued liabilities                                                                                    |  |      | 118.2  |   |      |   | (153.2 | )    |  |   | 121.3   |  
|Other current liabilities                                                                                                   |  |      | 11.5   |   |      |   | 3.8    |      |  |   | 2.9     |  
|Other, net                                                                                                                  |  |      | 19.3   |   |      |   | (19.0  | )    |  |   | (3.4    | )
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash provided by operating activities                                                                                   |  |      | 842.4  |   |      |   | 753.7  |      |  |   | 1,073.7 |  
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|                                                                                                                            |  |      |       
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                        |  |      |        |   |      |   |        |      |  |   |         |  
|Capital expenditures (including capitalized network and non-network software)                                               |  |      | (315.7 | ) |      |   | (394.3 | )    |  |   | (801.4  | )
|Purchases of short-term investments                                                                                         |  |      | (76.4  | ) |      |   | (64.9  | )    |  |   | (65.0   | )
|Proceeds from sale of short-term investments                                                                                |  |      | 64.9   |   |      |   | 65.0   |      |  |   | 38.6    |  
|Net change in note receivable from affiliate                                                                                |  |      | (173.6 | ) |      |   |       |      |  |   |        |  
|Investment in unconsolidated business                                                                                       |  |      | (33.0  | ) |      |   |       |      |  |   | (68.7   | )
|Other, net                                                                                                                  |  |      | .2     |   |      |   | (3.3   | )    |  |   | 18.4    |  
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash used in investing activities                                                                                       |  |      | (533.6 | ) |      |   | (397.5 | )    |  |   | (878.1  | )
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|                                                                                                                            |  |      |       
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                        |  |      |        |   |      |   |        |      |  |   |         |  
|Proceeds from borrowings                                                                                                    |  |      | 989.0  |   |      |   |       |      |  |   |        |  
|Principal repayments of borrowings and capital lease obligations                                                            |  |      | (1.7   | ) |      |   | (101.6 | )    |  |   | (2.7    | )
|Early extinguishment of debt                                                                                                |  |      | (140.0 | ) |      |   | (170.0 | )    |  |   |        |  
|Net change in note payable to affiliate                                                                                     |  |      | (780.0 | ) |      |   | 262.1  |      |  |   | 17.5    |  
|Dividends paid                                                                                                              |  |      | (397.0 | ) |      |   | (350.0 | )    |  |   | (280.0  | )
|Capital contribution from parent                                                                                            |  |      | 33.0   |   |      |   | 3.3    |      |  |   | 68.7    |  
|Net change in outstanding checks drawn on controlled disbursement accounts                                                  |  |      | (12.1  | ) |      |   |       |      |  |   | .9      |  
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash used in financing activities                                                                                       |  |      | (308.8 | ) |      |   | (356.2 | )    |  |   | (195.6  | )
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|                                                                                                                            |  |      |       
|NET CHANGE IN CASH                                                                                                          |  |      |       |   |      |   |       |      |  |   |        |  
|                                                                                                                            |  |      |       
|CASH, BEGINNING OF YEAR                                                                                                     |  |      |       |   |      |   |       |      |  |   |        |  
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  
|                                                                                                                            |  |      |       
|CASH, END OF YEAR                                                                                                           |  | $    |       |   |      | $ |       |      |  | $ |        |  
|                                                                                                                            |  |      |        |   |      |   |        |      |  |   |         |  



See Notes to Financial
Statements.



F-7



---

##### Table of Contents

Verizon Virginia Inc.



NOTES TO FINANCIAL
STATEMENTS



1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Description of Business



Verizon Virginia Inc. is a wholly owned subsidiary of Verizon Communications Inc. (Verizon).
We presently serve a territory consisting of Local Access and Transport Areas (LATAs) in the state of Virginia. We have one reportable segment which provides domestic wireline telecommunications services. We currently provide two basic types of
telecommunications services:



|· | Exchange telecommunication service is the transmission of telecommunications among customers located within a local calling area within a LATA. Examples of exchange
telecommunications services include switched local residential and business services, local private line voice and data services and Centrex services. We also provide toll services within a LATA (intraLATA long distance).
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Exchange access service links a customers premises and the transmission facilities of other telecommunications carriers, generally interLATA carriers. Examples of
exchange access services include switched access and special access services.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The communications services we provide are subject to regulation by the Virginia State Corporation Commission (VSCC) with respect to intrastate rates and services and other matters. The Federal Communications
Commission (FCC) regulates rates that we charge long distance carriers and end-user subscribers for interstate access services.



On October 30, 2002, the FCC released an order approving our application for permission to enter the in-region long distance market in Virginia. Since November 12, 2002,
in-region long distance is being offered by a separate non-regulated subsidiary of Verizon as required by law.



Basis of Presentation



We prepare our
financial statements using generally accepted accounting principles which require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. Examples of significant
estimates include the allowance for doubtful accounts, the recoverability of intangibles and other long-lived assets, valuation allowances on tax assets and pension and postretirement benefit assumptions.



We have a 1.98% ownership interest in SMS/800, a venture that is jointly owned by the Bell
Operating Companies. SMS/800 administers the centralized national database system associated with toll free numbers. We use the equity method of accounting for our investment in SMS/800.



We held an investment in Verizon Ventures III Inc. (Ventures III), an affiliated company which provided new exchange access services through
a separate subsidiary, and was accounted for using the equity method of accounting. We held no ownership interest in Ventures III at December 31, 2003. At December 31, 2002, our ownership interest in Ventures III was 22.31% (see Note 10).



We have reclassified certain amounts from prior periods to conform with our
current presentation.



Revenue Recognition



We recognize service revenues based upon usage of our local exchange network and facilities
and contract fees. In general, fixed fees for local telephone, long distance and certain other services are billed one month in advance and recognized the following month when earned. Revenue from other products that are not fixed fee or that exceed
contracted amounts is recognized when such services are provided.



We recognize
revenue for services, in which we bundle the equipment with maintenance and monitoring services, when the equipment is installed in accordance with contractual specifications and ready for the customers use. The maintenance and monitoring
services are recognized monthly over the term of the contract as we provide the services. Long-term contracts are accounted for using the percentage of completion method. We use the completed contract method if we cannot estimate the costs with a
reasonable degree of reliability.



F-8



---

##### Table of Contents

Verizon Virginia Inc.



Customer activation fees, along with the related costs up to, but not exceeding the activation fees, are deferred and
amortized over the customer relationship period.



Maintenance and Repairs



We charge the cost of maintenance and repairs, including the cost of
replacing minor items not constituting substantial betterments, to Cost of Services and Sales as these costs are incurred.



Cash and Cash Equivalents



We consider all highly liquid investments with a maturity of 90 days or less when purchased to be cash equivalents, except cash equivalents held as short-term
investments. Cash equivalents are stated at cost, which approximates market value.



Short-term Investments



Our short-term investments consist of
cash equivalents held in trust to pay for certain employee benefits. Short-term investments are stated at cost, which approximates market value.



Material and Supplies



We include in inventory new and reusable materials which are stated principally at average original cost, except that specific costs are used in the case of large individual items.



Plant and Depreciation



We record plant, property, and equipment at cost. Depreciation expense is principally based on the composite group remaining life method and
straight-line composite rates. This method provides for the recognition of the cost of the remaining net investment in telephone plant, less anticipated net salvage value (if any), over the remaining asset lives. This method requires the periodic
revision of depreciation rates. We used the following asset lives:



|                              |  |        
|----------------------------- |  | -------
|Average Lives (in years)      |  |        
|Buildings                     |  | 30  35
|Central office equipment      |  | 5  12 
|Outside communications plant  |  | 16  50
|Furniture, vehicles and other |  | 3  15 



When we replace or retire depreciable
telephone plant, we deduct the carrying amount of such plant from the respective accounts and charge it to accumulated depreciation. (See Accounting Changes  Asset Retirement Obligations below.)



We capitalize network software purchased or developed in connection with related plant
assets. We also capitalize interest associated with the acquisition or construction of plant assets. Capitalized interest is reported as a cost of plant and a reduction in interest cost.



Impairment of Long-Lived Assets



Our plant, property, and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which we adopted effective January 1, 2002. Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount (if any) by which the carrying value of the asset exceeds its fair value.



Computer Software Costs



We capitalize the cost of internal-use network and non-network software which has a useful life in excess of one year in accordance with
Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Subsequent additions, modifications or upgrades to internal-use network and non-network software are capitalized
only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. Also, we capitalize interest associated with the
development of non-network internal-use software. Capitalized non-network internal-use computer software costs are amortized using the straight-line method over a period of 3 to 7 years.



F-9



---

##### Table of Contents

Verizon Virginia Inc.



Goodwill and Other Intangible Assets



Effective January 1, 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 no longer permits the
amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under prescribed conditions) for impairment in accordance with this statement. Intangible assets that do not have
indefinite lives are amortized over their useful lives. The adoption of SFAS No. 142 did not impact our results of operations or financial position because we had no goodwill or indefinite-lived intangible assets at December 31, 2003 and 2002.



Our other intangible assets consist of non-network internal-use software as
follows:



|                                                 |  |                         |       |                         |   |                      |  |                         |       |  |   |     
|------------------------------------------------ |  | ----------------------- | ----- | ----------------------- | - | -------------------- |  | ----------------------- | ----- |  | - | ----
|                                                 |  | As of December 31, 2003 |       | As of December 31, 2002
|                                                 |  | Gross CarryingAmount    |       | AccumulatedAmortization |   | Gross CarryingAmount |  | AccumulatedAmortization
|                                                 |  | (Dollars in Millions)  
|Non-network internal-use software (3 to 7 years) |  | $                       | 123.0 |                         | $ | 68.9                 |  | $                       | 120.9 |  | $ | 48.1



Intangible asset amortization expense
was $20.7 million in 2003. Amortization expense is estimated to be $19.3 million in 2004, $14.1 million in 2005, $10.9 million in 2006, $6.2 million in 2007, and $2.4 million in 2008, related to our non-network internal-use software.



Advertising Costs



We expense advertising costs as they are incurred.



Stock-Based Compensation



We participate in employee compensation plans sponsored by Verizon with awards of Verizon common stock.



Prior to 2003, Verizon accounted for stock-based employee compensation under Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations, and followed the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation.



Effective January 1, 2003, Verizon adopted the fair value recognition provisions of SFAS No.
123, using the prospective method (as permitted under SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure) to all new awards granted, modified or settled after January 1, 2003. Under the prospective
method, employee compensation expense in the first year will be recognized for new awards granted, modified, or settled. The options generally vest over a term of three years, therefore the expenses related to stock-based employee compensation
included in the determination of net income for 2003 are less than what would have been recorded if the fair value method was also applied to previously issued awards (see Note 2 for additional information on the impact of adopting SFAS No. 123).



Employee Benefit Plans



We participate in the Verizon benefit plans. Under these plans, pension and postretirement
health care and life insurance benefits earned during the year as well as interest on projected benefit obligations are accrued currently. Prior service costs and credits resulting from changes in plan benefits are amortized over the average
remaining service period of the employees expected to receive benefits.



F-10



---

##### Table of Contents

Verizon Virginia Inc.



Income Taxes



Verizon and its domestic subsidiaries, including us, file a consolidated federal income tax return.



Current and deferred tax expense is determined by applying the provisions of SFAS No. 109, Accounting for Income Taxes to each
subsidiary as if it were a separate taxpayer.



We use the deferral method of
accounting for investment tax credits earned prior to the repeal of investment tax credits by the Tax Reform Act of 1986. We also defer certain transitional credits earned after the repeal. We amortize these credits over the estimated service lives
of the related assets as a reduction to the Provision for Income Taxes.



Derivative Instruments



We employ risk management strategies
to manage our exposure to fluctuations in interest rates. We do not hold derivatives for trading purposes.



In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and related amendments and interpretations, we measure all derivatives, including derivatives embedded in other
financial instruments, at fair value and recognize them as either assets or liabilities on our balance sheets. Changes in the fair values of derivative instruments not qualifying as hedges or any ineffective portion of hedges are recognized in
earnings in the current period. Changes in the fair values of derivative instruments used effectively as fair value hedges are recognized in earnings, along with changes in the fair value of the hedged item. Changes in the fair value of the
effective portions of cash flow hedges are reported in other comprehensive income (loss), and recognized in earnings when the hedged item is recognized in earnings.



2. ACCOUNTING CHANGES



Stock-Based Compensation



We participate in employee compensation plans sponsored by Verizon with awards of Verizon common stock. As discussed in Note 1, Verizon adopted the fair value recognition
provisions of SFAS No. 123 using the prospective method as permitted under SFAS No. 148.



The following table illustrates the effect on net income if the fair value method had been applied to all outstanding and unvested options in each period.



|                                                                                                                                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                                                                                                     |  | Years Ended December 31, |      
|                                                                                                                                                     |  | 2003                     |       |   | 2002 |   |       | 2001 | 
|                                                                                                                                                     |  | (Dollars in Millions)    |      
|Net Income, As Reported                                                                                                                              |  | $                        | 207.7 |   |      | $ | 278.2 |      |  | $ | 350.5 |  
|Add: Stock option-related employee compensation expense included in reported net income, net of related tax effects                                  |  |                          |      |   |      |   |      |      |  |   |      |  
|Deduct: Total stock option-related employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                          | (.1   | ) |      |   | (3.6  | )    |  |   | (5.4  | )
|                                                                                                                                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|Pro Forma Net Income                                                                                                                                 |  | $                        | 207.6 |   |      | $ | 274.6 |      |  | $ | 345.1 |  
|                                                                                                                                                     |  |                          |       |   |      |   |       |      |  |   |       |  



After-tax compensation expense for
other stock-based compensation included in net income as reported for the years ended December 31, 2003, 2002, and 2001 was not material.



For additional information on assumptions used to determine the pro forma amounts as well as other information related to our stock-based compensation plans, see Note 7.



F-11



---

##### Table of Contents

Verizon Virginia Inc.



Asset Retirement Obligations



Effective January 1, 2003, we adopted SFAS No. 143, Accounting for Asset Retirement Obligations. This standard provides the
accounting for the cost of legal obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a liability for asset retirement obligations in the period in which the obligations
are incurred and capitalize that amount as part of the book value of the long-lived asset. We have determined that we do not have a material legal obligation to remove long-lived assets as described by this statement. However, prior to the adoption
of SFAS No. 143, we included estimated removal costs in our group depreciation models. These costs have increased depreciation expense and accumulated depreciation for future removal costs for existing assets. These removal costs were recorded as a
reduction to accumulated depreciation when the assets were retired and removal costs were incurred.



For some assets, such as telephone poles, the removal costs exceeded salvage value. Under the provisions of SFAS No. 143, we are required to exclude costs of removal from our depreciation rates for assets for which
the removal costs exceed salvage. Accordingly, in connection with the initial adoption of this standard on January 1, 2003, we have reversed accrued costs of removal in excess of salvage from our accumulated depreciation accounts for these assets.
The adjustment was recorded as a cumulative effect of an accounting change, resulting in the recognition of a gain of $142.6 million ($87.1 million after-tax). Effective January 1, 2003, we began expensing costs of removal in excess of salvage for
these assets as incurred. The ongoing impact of this change in accounting resulted in a decrease in depreciation expense and an increase in cost of services and sales, which was not material to our total operating expenses for the year ended
December 31, 2003.



Debt Extinguishment



In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, eliminates the requirement that all gains and losses on the extinguishment of debt must be
classified as extraordinary items on the income statement, thereby permitting the classification of such gains and losses as extraordinary items only if they meet the criteria of APB Opinion No. 30, Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. We adopted this provision of SFAS No. 145 effective January 1, 2003 and, upon
adoption, reclassified the losses on the early extinguishment of debt and related tax benefits that were previously reported in our statements of income as extraordinary items to Other income and (expense) and Provision for income taxes.



3. PLANT, PROPERTY AND EQUIPMENT



The following table displays the details of plant, property and equipment, which is stated
at cost:



|                                             |  |                       |          |   |      |   |          |  
|-------------------------------------------- |  | --------------------- | -------- | - | ---- | - | -------- | -
|                                             |  | December 31           |         
|                                             |  | 2003                  |          |   | 2002 |  
|                                             |  | (Dollars in Millions) |         
|Land                                         |  | $                     | 22.5     |   |      | $ | 22.4     |  
|Buildings                                    |  |                       | 527.0    |   |      |   | 511.8    |  
|Central office equipment                     |  |                       | 3,990.9  |   |      |   | 4,018.9  |  
|Outside communications plant                 |  |                       | 3,025.5  |   |      |   | 2,952.7  |  
|Furniture, vehicles and other work equipment |  |                       | 417.3    |   |      |   | 449.2    |  
|Construction-in-progress                     |  |                       | 45.7     |   |      |   | 46.7     |  
|Other                                        |  |                       | 134.6    |   |      |   | 207.6    |  
|                                             |  |                       |          |   |      |   |          |  
|                                             |  |                       | 8,163.5  |   |      |   | 8,209.3  |  
|Accumulated depreciation                     |  |                       | (4,987.3 | ) |      |   | (4,987.6 | )
|                                             |  |                       |          |   |      |   |          |  
|Total                                        |  | $                     | 3,176.2  |   |      | $ | 3,221.7  |  
|                                             |  |                       |          |   |      |   |          |  



See Accounting Changes 
Asset Retirement Obligations in Note 2.



F-12



---

##### Table of Contents

Verizon Virginia Inc.



4. LEASES



We lease certain facilities and equipment for use in our operations under both capital and operating leases. We incurred initial capital lease obligations of $.3 million
in 2003, $.1 million in 2002 and $2.3 million in 2001.



Capital lease amounts
included in plant, property and equipment are as follows:



|                         |  |                       |       |   |      |   |       |  
|------------------------ |  | --------------------- | ----- | - | ---- | - | ----- | -
|                         |  | December 31           |      
|                         |  | 2003                  |       |   | 2002 |  
|                         |  | (Dollars in Millions) |      
|Capital leases           |  | $                     | 23.3  |   |      | $ | 23.5  |  
|Accumulated amortization |  |                       | (12.5 | ) |      |   | (11.4 | )
|                         |  |                       |       |   |      |   |       |  
|Total                    |  | $                     | 10.8  |   |      | $ | 12.1  |  
|                         |  |                       |       |   |      |   |       |  



Total rent expense amounted to $128.5
million in 2003, $120.4 million in 2002 and $99.5 million in 2001. Of these amounts $105.6 million in 2003, $99.9 million in 2002 and $77.8 million in 2001 were lease payments to affiliated companies for land and buildings.



This table displays the aggregate minimum rental commitments under noncancelable leases for
the periods shown at December 31, 2003:



|                                          |  |                       |       |   |                  |   |     
|----------------------------------------- |  | --------------------- | ----- | - | ---------------- | - | ----
|Years                                     |  | Capital Leases        |       |   | Operating Leases
|                                          |  | (Dollars in Millions)
|2004                                      |  | $                     | 3.9   |   |                  | $ | 5.7 
|2005                                      |  |                       | 3.9   |   |                  |   | 4.6 
|2006                                      |  |                       | 3.8   |   |                  |   | 3.5 
|2007                                      |  |                       | 3.8   |   |                  |   | 2.1 
|2008                                      |  |                       | 1.3   |   |                  |   | 1.5 
|Thereafter                                |  |                       | 7.5   |   |                  |   | 1.3 
|                                          |  |                       |       |   |                  |   |     
|Total minimum rental commitments          |  |                       | 24.2  |   |                  | $ | 18.7
|                                          |  |                       |       |   |                  |   |     
|Less interest and executory costs         |  |                       | (11.0 | ) |                  |   |     
|                                          |  |                       |       |   |                  |   |     
|Present value of minimum lease payments   |  |                       | 13.2  |   |                  |   |     
|Less current installments                 |  |                       | (1.8  | ) |                  |   |     
|                                          |  |                       |       |   |                  |   |     
|Long-term obligation at December 31, 2003 |  | $                     | 11.4  |   |                  |   |     
|                                          |  |                       |       |   |                  |   |     



5. DEBT



Debt Maturing Within One Year



Debt maturing within one year consists of the following at December 31:



|                                                                        |  |                       |     |      |   |       |  
|----------------------------------------------------------------------- |  | --------------------- | --- | ---- | - | ----- | -
|                                                                        |  | 2003                  |     | 2002 |  
|                                                                        |  | (Dollars in Millions) |    
|Note payable to affiliate (VNFC)                                        |  | $                     |    |      | $ | 780.0 |  
|Long-term debt maturing within one year                                 |  |                       | 1.8 |      |   | 1.7   |  
|                                                                        |  |                       |     |      |   |       |  
|Total debt maturing within one year                                     |  | $                     | 1.8 |      | $ | 781.7 |  
|                                                                        |  |                       |     |      |   |       |  
|Weighted average interest rate for note payable outstanding at year-end |  |                       |    |      |   | 1.4   | %
|                                                                        |  |                       |     |      |   |       |  



We have a contractual agreement with
an affiliated company, Verizon Network Funding Corp. (VNFC), for the provision of short-term financing and cash management services. VNFC issues commercial paper and obtains bank loans to fund the working capital requirements of Verizons
network services subsidiaries, including us, and invests funds in temporary investments on their behalf.



F-13



---

##### Table of Contents

Verizon Virginia Inc.



Long-Term Debt



Long-term debt consists principally of debentures that we have issued. Interest rates and maturities of the amounts outstanding are as follows at December 31:



|                                                       |  |              |   |  |          |  |                       |         |   |      |   |       |  
|------------------------------------------------------ |  | ------------ | - |  | -------- |  | --------------------- | ------- | - | ---- | - | ----- | -
|Description                                            |  | InterestRate |   |  | Maturity |  | 2003                  |         |   | 2002 |  
|                                                       |  |              |   |  |          |  | (Dollars in Millions) |        
|Twelve year debenture                                  |  | 6 1/8        | % |  | 2005     |  | $                     | 100.0   |   |      | $ | 100.0 |  
|Forty year debenture                                   |  | 5 5/8        |   |  | 2007     |  |                       |        |   |      |   | 65.0  |  
|Twenty year debenture                                  |  | 7 5/8        |   |  | 2012     |  |                       | 100.0   |   |      |   | 100.0 |  
|Ten year debenture                                     |  | 4 5/8        |   |  | 2013     |  |                       | 1,000.0 |   |      |   |      |  
|Thirty year debenture                                  |  | 7 7/8        |   |  | 2022     |  |                       | 100.0   |   |      |   | 100.0 |  
|Thirty-one year debenture                              |  | 7 1/4        |   |  | 2024     |  |                       |        |   |      |   | 75.0  |  
|Thirty-two year debenture                              |  | 7            |   |  | 2025     |  |                       | 125.0   |   |      |   | 125.0 |  
|Forty year debenture                                   |  | 8 3/8        |   |  | 2029     |  |                       | 100.0   |   |      |   | 100.0 |  
|                                                       |  |              |   |  |          |  |                       |         |   |      |   |       |  
|                                                       |  |              |   |  |          |  |                       | 1,525.0 |   |      |   | 665.0 |  
|Unamortized discount and premium, net                  |  |              |   |  |          |  |                       | (4.4    | ) |      |   | (3.6  | )
|Capital lease obligationsaverage rate 10.0% and 10.2% |  |              |   |  |          |  |                       | 13.2    |   |      |   | 14.7  |  
|                                                       |  |              |   |  |          |  |                       |         |   |      |   |       |  
|Total long-term debt, including current maturities     |  |              |   |  |          |  |                       | 1,533.8 |   |      |   | 676.1 |  
|Less maturing within one year                          |  |              |   |  |          |  |                       | (1.8    | ) |      |   | (1.7  | )
|                                                       |  |              |   |  |          |  |                       |         |   |      |   |       |  
|Total long-term debt                                   |  |              |   |  |          |  | $                     | 1,532.0 |   |      | $ | 674.4 |  
|                                                       |  |              |   |  |          |  |                       |         |   |      |   |       |  



Our long-term debt outstanding at
December 31, 2003 includes $125.0 million that is callable. The call price is 102.93% at face value. We elected to redeem this debenture on March 30, 2004 (see Note 15).



We are in compliance with all of our debt covenants.



During 2003, we issued $1,000.0 million in 4.625% debentures due on March 15, 2013. The proceeds from this sale of $989.0 million, net of
discounts and related costs (including a payment related to a hedge on the interest rate for the anticipated financing), were used to repay a portion of our existing short-term indebtedness and for general corporate purposes. Also in 2003, we
recorded a loss of $3.2 million to other income and (expense) associated with the early extinguishment of long-term debt. These debt extinguishments consisted of the following:



| | · | $75.0 million 71/4% debentures due on April
15, 2024
| | - | ----------------------------------------------------



| | · | $65.0 million 55/8% debentures due March 1,
2007
| | - | ------------------------------------------------



During 2002, we recorded a loss of $1.0 million to
other income and (expense) associated with the early extinguishment of long-term debt. These debt extinguishments consisted of the following:



| | · | $70.0 million of 63/4% debentures due on May
1, 2008
| | - | ----------------------------------------------------



| | · | $50.0 million of 51/4% debentures due on May
1, 2005
| | - | ----------------------------------------------------



| | · | $50.0 million of 71/4% debentures due on
June 1, 2012
| | - | -----------------------------------------------------



Maturities of long-term debt outstanding at
December 31, 2003, excluding capital lease obligations and unamortized discount and premium are as follows:



|                                 |  |                       |        
|-------------------------------- |  | --------------------- | -------
|Years                            |  | (Dollars in Millions)
|2004                             |  | $                     |       
|2005                             |  |                       | 100.0  
|2006                             |  |                       |       
|2007                             |  |                       |       
|2008                             |  |                       |       
|Thereafter                       |  |                       | 1,425.0
|                                 |  |                       |        
|Total long-term debt outstanding |  | $                     | 1,525.0
|                                 |  |                       |        



F-14



---

##### Table of Contents

Verizon Virginia Inc.



6. FINANCIAL INSTRUMENTS



Derivatives



The ongoing effect of SFAS No. 133 and related amendments and interpretations on our financial statements will be determined each quarter by several factors, including
the specific hedging instruments in place and their relationships to hedged items, as well as market conditions at the end of each period. For the year ended December 31, 2003, the impact of SFAS No. 133 was not material to our results of operations
or financial position. We did not have any derivatives as of December 31, 2002 and 2001.



In March 2003, we entered into a treasury lock agreement with Verizon Global Funding Corp., an affiliate, in anticipation of the issuance of fixed-rated debt. This transaction, which met the requirements of a cash
flow hedge under SFAS No. 133, mitigated the interest rate risk associated with the subsequent issuance, on March 14, 2003, of $1,000.0 million of 4.625% debentures due on March 15, 2013 (see Note 5). The loss on the settlement of the treasury lock
transaction was recorded as an accumulated other comprehensive loss and, beginning in March 2003, is being amortized to interest expense over the 10-year term of the related debt.



Concentrations of Credit Risk



Financial instruments that subject us to concentrations of credit risk consist primarily of short-term investments and trade receivables. Concentrations of credit risk
with respect to trade receivables, other than those from AT&T, are limited due to the large number of customers. We generated revenues from services provided to AT&T (primarily network access and billing and collection) of $152.4 million in
2003, $159.0 million in 2002 and $160.5 million in 2001.



While we may be
exposed to credit losses due to the nonperformance of our counterparties, we consider this risk remote and do not expect the settlement of these transactions to have a material effect on our results of operations or financial position.



Notes Receivable



The Financial Services agreement between VNFC and us allows VNFC to collect funds on our behalf. These funds are assigned a variable
interest rate and demand note basis, therefore, the carrying value of the note receivable approximates its fair market value. As of December 31, 2003, we had a note receivable in the amount of $173.6 million and as of December 31, 2002, we did not
have a note receivable from VNFC. See Note 5 for additional information on our Financial Services Agreement with VNFC.



Fair Values of Financial Instruments



The table below provides additional information about our material financial instruments at December 31:



|                                                                       |  |                                               |  |  |  |  |  | 
|---------------------------------------------------------------------- |  | --------------------------------------------- |  |  |  |  |  | 
|Financial Instrument                                                   |  | Valuation Method                             
|Short-term note receivable from affiliate (VNFC)                       |  | Carrying amounts                             
|Short-term note payable to affiliate (VNFC) and short-term investments |  | Carrying amounts                             
|Debt (excluding capital leases)                                        |  | Future cash flows discounted at current rates



|                                   |  |                       |         |            |   |                 |  |            |         |  |   |        
|---------------------------------- |  | --------------------- | ------- | ---------- | - | --------------- |  | ---------- | ------- |  | - | -------
|                                   |  | 2003                  |         | 2002      
|                                   |  | Carrying Amount       |         | Fair Value |   | Carrying Amount |  | Fair Value
|                                   |  | (Dollars in Millions)
|Note receivable from affiliate     |  | $                     | 173.6   |            | $ | 173.6           |  | $          |        |  | $ |       
|Debt and note payable to affiliate |  | $                     | 1,520.6 |            | $ | 1,573.1         |  | $          | 1,441.4 |  | $ | 1,528.3



F-15



---

##### Table of Contents

Verizon Virginia Inc.



7. STOCK INCENTIVE PLANS



Stock-option related employee compensation expense for 2003 grants and the pro forma amounts for prior years (see Note 2) were determined
using the Black-Scholes option-pricing model based on the following weighted-average assumptions:



|                          |  |      |   |  |      |   |  |      |  
|------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                          |  | 2003 |   |  | 2002 |   |  | 2001 |  
|Dividend yield            |  | 4.0  | % |  | 3.2  | % |  | 2.7  | %
|Expected volatility       |  | 30.9 | % |  | 28.5 | % |  | 29.1 | %
|Risk-free interest rate   |  | 3.4  | % |  | 4.6  | % |  | 4.8  | %
|Expected lives (in years) |  | 6    |   |  | 6    |   |  | 6    |  



The weighted-average value of options
granted during 2003, 2002 and 2001, was $8.41, $12.11 and $15.24, respectively.



Beginning in 2003, stock option grants to some levels of management were reduced, and accompanied by performance-based share awards.



The structure of Verizons stock incentive plans does not provide for the separate determination of certain disclosures for our company. The required information is
provided on a consolidated basis in Verizons Annual Report on Form 10-K for the year ended December 31, 2003.



8. EMPLOYEE BENEFITS



We participate in Verizons benefit plans. Verizon maintains noncontributory defined benefit pension plans for many of our management and associate employees. The postretirement health care and life insurance
plans for our retirees and their dependents are both contributory and noncontributory and include a limit on the companys share of cost for recent and future retirees. We also sponsor defined contribution savings plans to provide opportunities
for eligible employees to save for retirement on a tax-deferred basis. We use a measurement date of December 31 for our pension and postretirement health care and life insurance plans.



The structure of Verizons benefit plans does not provide for the separate determination of certain disclosures for our company. The
required information is provided on a consolidated basis in Verizons Annual Report on Form 10-K for the year ended December 31, 2003.



Pension and Other Postretirement Benefits



Pension and other postretirement benefits for the majority of our employees are subject to collective bargaining agreements. Approximately 91% of our employees
(associates) are covered by collective bargaining agreements. Modifications in benefits have been bargained from time to time, and Verizon may also periodically amend the benefits in the management plans.



Benefit Cost



|                                   |  |                         |       |   |                      |   |        |      |  |   |        |   |  |      |      |      |  |   |      |  |   |    
|---------------------------------- |  | ----------------------- | ----- | - | -------------------- | - | ------ | ---- |  | - | ------ | - |  | ---- | ---- | ---- |  | - | ---- |  | - | ---
|                                   |  | Years ended December 31
|                                   |  | Pension                 |       |   | Health Care and Life
|                                   |  | 2003                    |       |   | 2002                 |   |        | 2001 |  |   | 2003   |   |  | 2002 |      | 2001
|                                   |  | (Dollars in Millions)  
|Net periodic benefit (income) cost |  | $                       | (66.0 | ) |                      | $ | (105.7 | )    |  | $ | (118.1 | ) |  | $    | 34.6 |      |  | $ | 13.7 |  | $ | 8.1
|                                   |  |                         |       |   |                      |   |        |      |  |   |        |   |  |      |      |      |  |   |      |  |   |    
|Termination benefits               |  |                         | 78.8  |   |                      |   | 7.6    |      |  |   | 34.4   |   |  |      | 6.8  |      |  |   | 3.6  |  |   |   
|Settlement loss (gain)             |  |                         | 5.1   |   |                      |   | (11.5  | )    |  |   |       |   |  |      |     |      |  |   |     |  |   |   
|Curtailment loss (gain)            |  |                         | 2.0   |   |                      |   | 35.8   |      |  |   |       |   |  |      | (1.8 | )    |  |   | 29.7 |  |   |   
|                                   |  |                         |       |   |                      |   |        |      |  |   |        |   |  |      |      |      |  |   |      |  |   |    
|Subtotal                           |  |                         | 85.9  |   |                      |   | 31.9   |      |  |   | 34.4   |   |  |      | 5.0  |      |  |   | 33.3 |  |   |   
|                                   |  |                         |       |   |                      |   |        |      |  |   |        |   |  |      |      |      |  |   |      |  |   |    
|Total (income) cost                |  | $                       | 19.9  |   |                      | $ | (73.8  | )    |  | $ | (83.7  | ) |  | $    | 39.6 |      |  | $ | 47.0 |  | $ | 8.1
|                                   |  |                         |       |   |                      |   |        |      |  |   |        |   |  |      |      |      |  |   |      |  |   |    



As part of a Verizon workforce
reduction plan, we have continued to reduce our headcount as allowed under various management and associate employee benefit plans. As a result, we recorded $85.6 million, $11.2 million and $34.4 million in 2003, 2002 and 2001 respectively, in
connection with various pension and retirement benefit enhancements. In addition, we recorded a pension settlement loss of $5.1 million in 2003 and a pension settlement gain of $(11.5) million in 2002, as lump-sum payments exceeded the threshold of
service and interest costs. Further, we recorded a net curtailment loss of $.2 million and $65.5 million in 2003 and 2002, respectively, associated with a significant reduction of the expected years of



F-16



---

##### Table of Contents

Verizon Virginia Inc.



future service of present employees, which was largely impacted by employee terminations in 2003 and 2002. The
special termination benefits, curtailment and settlement of pension obligations are recorded in accordance with SFAS No. 88, Employers Accounting for Settlements and Curtailments of Defined Pension Plans and for Termination
Benefits and SFAS No. 106, Employers Accounting for Postretirement Benefits Other than Pensions.



Amounts recognized in the balance sheets at December 31 consist of:





|                             |  |                       |       |                      |   |       |  |      |       |  |   |      
|---------------------------- |  | --------------------- | ----- | -------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                             |  | Pension               |       | Health Care and Life
|                             |  | 2003                  |       | 2002                 |   | 2003  |  | 2002
|                             |  | (Dollars in Millions)
|Prepaid pension asset        |  | $                     | 242.6 |                      | $ | 262.1 |  | $    |      |  | $ |     
|Employee benefit obligations |  |                       | 5.6   |                      |   | 5.7   |  |      | 333.4 |  |   | 305.3



The changes in the employee benefit
asset and obligations from year to year were caused by a number of factors, including changes in actuarial assumptions (see Assumptions), curtailments, settlements and special termination benefits. As a result of extending and increasing limits
(caps) on company payments toward retiree health care costs in connection with the union contracts ratified in 2003, we began recording retiree health care costs as if there were no caps effective in the fourth quarter of 2003 relative to these
union contracts.



Assumptions



The actuarial assumptions used are based on market interest rates, past experience, and
managements best estimate of future economic conditions. Changes in these assumptions may impact future benefit costs and obligations.



The weighted-average assumptions used in determining benefit obligations at December 31,



|                                         |  |         |   |  |                      |   |  |      |   |  |      |  
|---------------------------------------- |  | ------- | - |  | -------------------- | - |  | ---- | - |  | ---- | -
|                                         |  | Pension |   |  | Health Care and Life |  
|                                         |  | 2003    |   |  | 2002                 |   |  | 2003 |   |  | 2002 |  
|Discount rate                            |  | 6.25    | % |  | 6.75                 | % |  | 6.25 | % |  | 6.75 | %
|Rate of future increases in compensation |  | 5.00    |   |  | 5.00                 |   |  | 4.00 |   |  | 4.00 |  



The weighted-average assumptions used
in determining net periodic cost for years ended December 31,



|                               |  |         |   |  |                      |   |  |      |   |  |      |   |  |      |   |  |      |  
|------------------------------ |  | ------- | - |  | -------------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                               |  | Pension |   |  | Health Care and Life |  
|                               |  | 2003    |   |  | 2002                 |   |  | 2001 |   |  | 2003 |   |  | 2002 |   |  | 2001 |  
|Discount rate                  |  | 6.75    | % |  | 7.25                 | % |  | 7.75 | % |  | 6.75 | % |  | 7.25 | % |  | 7.75 | %
|Expected return on plan assets |  | 8.50    |   |  | 9.25                 |   |  | 9.25 |   |  | 8.50 |   |  | 9.25 |   |  | 9.25 |  
|Rate of compensation increase  |  | 5.00    |   |  | 5.00                 |   |  | 5.00 |   |  | 4.00 |   |  | 4.00 |   |  | 4.00 |  



In order to project the long-term
target investment return for the total portfolio, estimates are prepared for the total return of each major asset class over the subsequent 10-year period, or longer. Those estimates are based on a combination of factors including the following:
observable current market interest rates, consensus earnings expectations, historical long-term performance and value-added, and the use of conventional long-term risk premiums. To determine the aggregate return for the pension trust, the projected
return of each individual asset class is then weighted according to the allocation to that investment area in the Trusts long-term asset allocation policy. The projected long-term results are then also compared to the investment return earned
over the previous 10-years.



The assumed health care cost trend rates at
December 31,



|                                                               |  |                      |   |  |       |   |  |       |  
|-------------------------------------------------------------- |  | -------------------- | - |  | ----- | - |  | ----- | -
|                                                               |  | Health Care and Life |  
|                                                               |  | 2003                 |   |  | 2002  |   |  | 2001  |  
|Health care cost trend rate assumed for next year              |  | 10.00                | % |  | 11.00 | % |  | 10.00 | %
|Rate to which cost trend rate gradually declines               |  | 5.00                 | % |  | 5.00  | % |  | 5.00  | %
|Year the rate reaches level it is assumed to remain thereafter |  | 2008                 |   |  | 2007  |   |  | 2005  |  



F-17



---

##### Table of Contents

Verizon Virginia Inc.



Medicare Drug Act



On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Drug Act) was signed into law. The Medicare Drug Act introduces a
prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Verizon sponsors several
postretirement health care plans that provide prescription drug benefits that are deemed actuarially equivalent to the Medicare Part D and has elected to recognize the impact of the federal subsidy on their accumulated postretirement benefit
obligation and net postretirement benefits costs. Specific authoritative guidance on the accounting for the federal subsidy is pending and that guidance, when issued, could impact current accounting for the effects of the Medicare Drug Act.



Savings Plans and Employee Stock Ownership Plans



Substantially all of our employees are eligible to participate in savings plans maintained
by Verizon. Verizon maintains two leveraged employee stock ownership plans (ESOPs) for its employees of the former Bell Atlantic Companies. Under these plans, a certain percentage of eligible employee contributions are matched with shares of
Verizons common stock. Verizon recognizes leveraged ESOP cost based on the modified shares allocated method for these leveraged ESOPs that held securities before December 15, 1989. We recognize our proportionate share of total ESOP cost based
on our matching obligation attributable to our participating employees. We recorded total savings plan costs of $14.0 million in 2003, $13.0 million in 2002 and $13.0 million in 2001.



Severance Benefits



We maintain ongoing severance plans for both management and associate employees, which provide benefits to employees that are terminated. The costs for these plans are
accounted for under SFAS No. 112. We accrue for severance benefits based on the terms of our severance plan over the estimated service periods of the employees. The accruals are also based on the historical run-rate of actual severances and
expectations for future severances. In the fourth quarter of 2001, it was determined that our severance liability was not sufficient as a result of new downsizing plans and we recorded a special charge of $28.5 million. As a result of the Verizon
workforce reduction plan in 2003 and 2002, it was determined that the severance liability was not sufficient and we recorded a special charge of $47.4 million and $11.5 million, respectively. Severance costs are included in selling, general and
administrative expense in our statements of income. The following table provides an analysis of our severance liability:



|     |  |                       |      |                       |   |          |  |   |           |   |  |             |      |   |  |   |     
|---- |  | --------------------- | ---- | --------------------- | - | -------- |  | - | --------- | - |  | ----------- | ---- | - |  | - | ----
|Year |  | Beginningof Year      |      | Charged toExpense (a) |   | Payments |  |   | Other (b) |   |  | End of Year
|     |  | (Dollars in Millions)
|2001 |  | $                     | 13.3 |                       | $ | 30.9     |  | $ | (3.5      | ) |  | $           | (.3  | ) |  | $ | 40.4
|2002 |  |                       | 40.4 |                       |   | 11.8     |  |   | (20.2     | ) |  |             | (5.4 | ) |  |   | 26.6
|2003 |  |                       | 26.6 |                       |   | 48.7     |  |   | (20.4     | ) |  |             | 15.7 |   |  |   | 70.6

|(a) | Includes (1) accruals for ongoing employee severance costs, (2) special charges of $47.4 million in 2003, $11.5 million in 2002 and $28.5 million in 2001.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Includes amounts reallocated to other Verizon affiliates. From time to time, Verizon must redistribute across its subsidiaries the amount of severance liability based on actual
experience at the companies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The remaining severance liability
includes future contractual payments to employees separated as of the end of the year. As of December 31, 2003, a total of over 1,000 employees have been separated under the 2002 and 2003 severance programs.



F-18



---

##### Table of Contents

Verizon Virginia Inc.



9. INCOME TAXES



The components of income tax expense are presented in the following table:



|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|------------------------ |  | ----------------------- | ---- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                         |  | Years ended December 31 |     
|                         |  | 2003                    |      |   | 2002 |   |       | 2001 | 
|                         |  | (Dollars in Millions)   |     
|Current:                 |  |                         |      |  
|Federal                  |  | $                       | 46.7 |   |      | $ | 125.3 |      |  | $ | 197.5 |  
|State and local          |  |                         | 15.7 |   |      |   | 27.1  |      |  |   | 35.4  |  
|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|                         |  |                         | 62.4 |   |      |   | 152.4 |      |  |   | 232.9 |  
|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|Deferred:                |  |                         |      |   |      |   |       |      |  |   |       |  
|Federal                  |  |                         | 29.1 |   |      |   | 23.3  |      |  |   | 35.2  |  
|State and local          |  |                         | (1.8 | ) |      |   | .1    |      |  |   | 7.0   |  
|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|                         |  |                         | 27.3 |   |      |   | 23.4  |      |  |   | 42.2  |  
|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|                         |  |                         | 89.7 |   |      |   | 175.8 |      |  |   | 275.1 |  
|Investment tax credits   |  |                         | (.5  | ) |      |   | (.6   | )    |  |   | (1.0  | )
|                         |  |                         |      |   |      |   |       |      |  |   |       |  
|Total income tax expense |  | $                       | 89.2 |   |      | $ | 175.2 |      |  | $ | 274.1 |  
|                         |  |                         |      |   |      |   |       |      |  |   |       |  



The following table shows the primary
reasons for the difference between the effective income tax rate and the statutory federal income tax rate:



|                                                |  |                         |   |  |      |   |  |      |  
|----------------------------------------------- |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                                                |  | Years ended December 31 |  
|                                                |  | 2003                    |   |  | 2002 |   |  | 2001 |  
|Statutory federal income tax rate               |  | 35.0                    | % |  | 35.0 | % |  | 35.0 | %
|State income taxes, net of federal tax benefits |  | 4.3                     |   |  | 3.9  |   |  | 4.4  |  
|Investment tax credits                          |  | (.2                     | ) |  | (.1  | ) |  | (.1  | )
|Equity investments                              |  | 3.8                     |   |  |     |   |  | 4.5  |  
|Other, net                                      |  | (.4                     | ) |  | (.2  | ) |  | .1   |  
|                                                |  |                         |   |  |      |   |  |      |  
|Effective income tax rate                       |  | 42.5                    | % |  | 38.6 | % |  | 43.9 | %
|                                                |  |                         |   |  |      |   |  |      |  



Deferred taxes arise because of
differences in the book and tax bases of certain assets and liabilities. Significant components of deferred tax (assets) liabilities are shown in the following table:



|                                     |  |                       |       |   |      |   |       |  
|------------------------------------ |  | --------------------- | ----- | - | ---- | - | ----- | -
|                                     |  | December 31           |      
|                                     |  | 2003                  |       |   | 2002 |  
|                                     |  | (Dollars in Millions) |      
|                                     |  |                      
|Depreciation                         |  | $                     | 537.6 |   |      | $ | 468.9 |  
|Employee benefits                    |  |                       | (50.3 | ) |      |   | (30.2 | )
|Allowance for uncollectible accounts |  |                       | (40.2 | ) |      |   | (38.9 | )
|Investment tax credits               |  |                       | (3.5  | ) |      |   | (3.7  | )
|Other, net                           |  |                       | (5.6  | ) |      |   | (40.9 | )
|                                     |  |                       |       |   |      |   |       |  
|Net deferred tax liability           |  | $                     | 438.0 |   |      | $ | 355.2 |  
|                                     |  |                       |       |   |      |   |       |  



Employee benefits include $139.3
million deferred tax asset at December 31, 2003 and $128.4 million at December 31, 2002 related to postretirement benefit costs recognized under SFAS No. 106. This deferred tax asset will gradually be realized over the estimated lives of current
retirees and employees.



F-19



---

##### Table of Contents

Verizon Virginia Inc.



10. TRANSACTIONS WITH AFFILIATES



Our financial statements include transactions with Verizon Services, (including Verizon Services Corp., Verizon Services Group, Verizon
Corporate Services Group Inc. as previously described), Verizon Internet Services Inc., Verizon Operating Telephone Companies, Verizon Global Networks Inc., Verizon Long Distance, Verizon Advanced Data Inc., Verizon Data Services Inc.,
Verizon Connected Solutions Inc., Verizon Network Funding Corp., Verizon Ventures III Inc., Verizon and other affiliates.



Transactions with affiliates are summarized as follows:



|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|--------------------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | ---- |  | ----- | -
|                                                                |  | Years ended December 31 |      
|                                                                |  | 2003                    |       |   | 2002 |   |       | 2001 | 
|                                                                |  | (Dollars in Millions)   |      
|Operating revenues:                                             |  |                         |       |   |      |   |       |      |  |       |  
|Verizon Internet Services Inc.                                  |  | $                       | 50.0  |   |      | $ | 32.7  |      |  | 6.8   |  
|Verizon Services                                                |  |                         | 39.1  |   |      |   | 40.7  |      |  | 48.5  |  
|Verizon Operating Telephone Companies                           |  |                         | 32.6  |   |      |   | 46.5  |      |  | 47.6  |  
|Verizon Global Networks Inc.                                    |  |                         | 18.8  |   |      |   | .4    |      |  | 8.4   |  
|Verizon Long Distance                                           |  |                         | 9.1   |   |      |   | 1.4   |      |  | 3.4   |  
|Verizon Advanced Data Inc.                                      |  |                         | .3    |   |      |   | 1.0   |      |  | 82.5  |  
|Interstate revenue sharing from affiliates                      |  |                         |      |   |      |   |      |      |  | (25.5 | )
|Other                                                           |  |                         | 15.0  |   |      |   | 1.8   |      |  | 6.8   |  
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|                                                                |  |                         | 164.9 |   |      |   | 124.5 |      |  | 178.5 |  
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|Operating expenses:                                             |  |                         |       |   |      |   |       |      |  |       |  
|Verizon Services                                                |  |                         | 596.9 |   |      |   | 459.8 |      |  | 420.0 |  
|Verizon Advanced Data Inc.                                      |  |                         | 28.7  |   |      |   | 31.5  |      |  | 3.9   |  
|Verizon Data Services Inc.                                      |  |                         | 28.7  |   |      |   | 7.6   |      |  | 2.0   |  
|Verizon Operating Telephone Companies                           |  |                         | 19.4  |   |      |   | 20.2  |      |  | 26.0  |  
|Verizon Connected Solutions Inc.                                |  |                         | 15.2  |   |      |   | 20.8  |      |  | 30.9  |  
|Verizon Long Distance (recovery of costs)                       |  |                         | (13.2 | ) |      |   | (1.6  | )    |  |      |  
|Other                                                           |  |                         | 2.8   |   |      |   | 1.9   |      |  | 2.0   |  
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|                                                                |  |                         | 678.5 |   |      |   | 540.2 |      |  | 484.8 |  
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|Other income and (expense), net:                                |  |                         |       |   |      |   |       |      |  |       |  
|Interest income from Verizon Network Funding Corp.              |  |                         | 2.1   |   |      |   |      |      |  |      |  
|Equity loss from investees                                      |  |                         | (22.6 | ) |      |   |      |      |  | (80.2 | )
|Interest income from Verizon Services                           |  |                         |      |   |      |   | .1    |      |  | .2    |  
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|                                                                |  |                         | (20.5 | ) |      |   | .1    |      |  | (80.0 | )
|                                                                |  |                         |       |   |      |   |       |      |  |       |  
|Interest expense to Verizon Network Funding Corp.               |  |                         | 2.1   |   |      |   | 15.5  |      |  | 20.5  |  
|                                                                |  |                         |      
|Transfer of advanced data assets from Verizon Ventures III Inc. |  |                         | 10.4  |   |      |   |      |      |  | 18.4  |  
|                                                                |  |                         |      
|Equity contributed to Verizon Ventures III Inc.                 |  |                         | 33.0  |   |      |   |      |      |  | 68.7  |  
|                                                                |  |                         |      
|Capital contribution from Verizon                               |  |                         | 33.0  |   |      |   | 3.3   |      |  | 68.7  |  
|                                                                |  |                         |      
|Dividends paid to Verizon                                       |  |                         | 397.0 |   |      |   | 350.0 |      |  | 280.0 |  
|                                                                |  |                         |      
|Dividends received from affiliate                               |  |                         | .2    |   |      |   |      |      |  | .4    |  



Outstanding balances with affiliates
are reported on the balance sheets at December 31, 2003 and 2002 as Note Receivable from Affiliate, Accounts ReceivableAffiliates, Note Payable to Affiliate, and Accounts Payable and Accrued LiabilitiesAffiliates.



F-20



---

##### Table of Contents

Verizon Virginia Inc.



Verizon Services



Our operating revenues include transactions with Verizon Services for the provision of local telephone service and for the rental of facilities and equipment.



We have contractual arrangements with Verizon Services for the provision of various
centralized services. These services are divided into two broad categories. The first category is comprised of network related services which generally benefit only Verizons operating telephone subsidiaries. These services include marketing,
sales, legal, accounting, finance, data processing, materials management, procurement, labor relations, and staff support for various network operations. The second category is comprised of overhead and support services which generally benefit all
subsidiaries of Verizon. Such services include corporate governance, corporate finance, external affairs, legal, media relations, employee communications, corporate advertising, human resources, and treasury. Costs may be either directly assigned to
one subsidiary or allocated to more than one subsidiary based on functional reviews of the work performed.



Verizon Internet Services Inc.



Our
operating revenues include transactions with Verizon Internet Services Inc. (Verizon Internet Services) associated with the provision of network access and billing and collection services. These revenues are earned from Verizon Internet Services who
utilizes our facilities to provide Internet access services to their customers.



Verizon Operating Telephone Companies



Our operating revenues
and expenses include transactions with other Verizon Operating Telephone Companies. Revenues associated with transactions with these affiliates are primarily earned from fees associated with the termination of their customers calls on our
network. We also earn revenue from the rental of our facilities and equipment. In addition, we also recognize expenses associated with transactions with these affiliates. These costs include charges associated with the rental of their facilities and
equipment and fees associated with the termination of our customers calls on their network.



Verizon Global Networks Inc.



Our
operating revenues include transactions with Verizon Global Networks Inc. (Global Networks) associated with the provision of network access services. These revenues are earned from Global Networks who utilizes our facilities to provide access and
data transport services to their customers.



Verizon Long Distance



Our operating revenues and expenses include transactions with Verizon
Long Distance who utilizes our facilities to provide long distance services to their customers. We record revenue in connection with the provision of billing and collection services, including programming charges associated with billing system
changes. In addition, we recognize revenues associated with the provision of local telephone services. We also bill Verizon Long Distance for services associated with joint marketing agreements and the training of our employees for sales activities
in order to recover our incurred costs. These transactions are recorded as credits to our operating expenses.



Verizon Advanced Data Inc.



In 2001,
our operating revenues included transactions with Verizon Advanced Data Inc. (VADI) associated with the provision of local and network access services, billing and collection services, and the purchase of unbundled network elements. These revenues
were earned from VADI who utilized our facilities to provide advanced data services to their customers. Beginning in 2002, the responsibility for the provision of advanced data services was transferred back to us (see Investment in Verizon Ventures
III, Inc. below). We continue to earn revenue from VADI for the provision of local telephone services.



Beginning in December 2001, we also have a contractual arrangement with VADI for the provision of various centralized services associated with advanced data services. These services are divided into two broad
categories. The first category is comprised of network related services which include provisioning, maintenance, engineering, and data processing for various network operations. The second category is comprised of overhead and support services which
include finance, human resources, treasury, procurement, marketing, sales, and support staffs. The costs are allocated based on advanced data services revenues.



F-21



---

##### Table of Contents

Verizon Virginia Inc.



Verizon Data Services Inc.



Verizon Data Services Inc. provides data processing services, software application development and maintenance, which generally benefit
Verizons operating telephone subsidiaries, including us. We are charged for these affiliated transactions based on proportional cost allocation methodologies.



Verizon Connected Solutions Inc.



Verizon Connected Solutions Inc. provides installation and maintenance services to our customers. We record these services at cost.



Verizon Network Funding Corp.



We recognize interest expense/income in connection with a contractual agreement with an
affiliated company, Verizon Network Funding Corp. (VNFC), for the provision of short-term financing and cash management services. VNFC issues commercial paper and obtains bank loans to fund the working capital requirements of Verizons network
services subsidiaries, including us, and invests funds in temporary investments on their behalf.



Other Affiliates



Other operating
revenues and expenses include miscellaneous items of income and expense resulting from transactions with other affiliates. These transactions include the provision of local and network access services, billing and collection services, rental of
facilities and equipment, electronic repair services, interconnection agreements, and sales and purchases of material and supplies. We also earn fees from an affiliate for usage of our directory listings.



Investment in Verizon Ventures III Inc.



In December 2000, we transferred certain advanced data assets to an affiliated company,
Verizon Ventures III Inc. (Ventures III) in exchange for common stock of Ventures III. This transfer was done to satisfy a condition of the FCCs approval of the Bell Atlantic  GTE merger, which required the provision of advanced data
services through a separate affiliate. Throughout 2000 and 2001, we continued to invest in Ventures III through the transfer of additional assets. As a result of the transfers, we acquired an ownership interest in Ventures III, which we accounted
for under the equity method of accounting.



In September 2001, the FCC issued
an order eliminating this merger condition. Following the FCC order, we made necessary filings with our state regulatory commission for approval of the transfer of these assets back to us. During the fourth quarter of 2001, after required state
regulatory approvals were obtained, Ventures III transferred a portion of these assets to us with an aggregate net book value of $18.4 million. On October 1, 2003, after required state regulatory approvals were obtained, Ventures III completed the
remaining asset transfers back to us with an aggregate net book value of $10.4 million. In consideration of the transfer of these assets, we have surrendered our common stock in Ventures III and remit cash compensation.



In connection with the reintegration, we received capital contributions from our parent of
$33.0 million in 2003 and $68.7 million in 2001. This equity was immediately contributed to Ventures III. No gain or loss was recognized as a result of the reintegration of the advanced data assets to us. This reintegration did not have a material
effect on our total results of operations or financial condition.



F-22



---

##### Table of Contents

Verizon Virginia Inc.



11. COMPREHENSIVE INCOME



Comprehensive income consists of net income and other gains and losses affecting shareowners investment that, under generally accepted
accounting principles, are excluded from net income.



The change in other
comprehensive loss is as follows:



|                                                                                                                       |  |                         |      |   |      |   |      |  |   |  
|---------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ---- | - | ---- | - | ---- |  | - | -
|                                                                                                                       |  | Years ended December 31
|                                                                                                                       |  | 2003                    |      |   | 2002 |   | 2001
|                                                                                                                       |  | (Dollars in Millions)  
|Other comprehensive (loss):                                                                                            |  |                         |      |   |      |   |      |  |   |  
|Unrealized derivative loss on cash flow hedge, net of reclassification adjustments realized in net income (see Note 6) |  | $                       | (4.4 | ) |      | $ |     |  | $ | 
|                                                                                                                       |  |                         |      |   |      |   |      |  |   |  
|                                                                                                                       |  | $                       | (4.4 | ) |      | $ |     |  | $ | 
|                                                                                                                       |  |                         |      |   |      |   |      |  |   |  



Accumulated other comprehensive loss
is comprised of the following:



|                                              |  |                       |      |   |      |   |  
|--------------------------------------------- |  | --------------------- | ---- | - | ---- | - | -
|                                              |  | December 31          
|                                              |  | 2003                  |      |   | 2002
|                                              |  | (Dollars in Millions)
|Unrealized derivative loss on cash flow hedge |  | $                     | (4.4 | ) |      | $ | 
|                                              |  |                       |      |   |      |   |  
|Accumulated other comprehensive loss          |  | $                     | (4.4 | ) |      | $ | 
|                                              |  |                       |      |   |      |   |  



12. ADDITIONAL FINANCIAL
INFORMATION



The tables below provide additional financial information
related to our financial statements:



|                                          |  |                       |       |      |   |      
|----------------------------------------- |  | --------------------- | ----- | ---- | - | -----
|                                          |  | December 31          
|                                          |  | 2003                  |       | 2002
|                                          |  | (Dollars in Millions)
|BALANCE SHEETS:                           |  |                       |       |      |   |      
|Accounts payable and accrued liabilities: |  |                       |       |      |   |      
|Accounts payableother                    |  | $                     | 139.9 |      | $ | 222.0
|Accounts payableaffiliates               |  |                       | 299.0 |      |   | 137.9
|Accrued taxes                             |  |                       | 11.4  |      |   | 31.2 
|Accrued vacation pay                      |  |                       | 24.3  |      |   | 26.8 
|Accrued expenses                          |  |                       | 78.4  |      |   | 39.6 
|Interest payableother                    |  |                       | 27.5  |      |   | 16.1 
|Interest payableaffiliate                |  |                       |      |      |   | .9   
|                                          |  |                       |       |      |   |      
|                                          |  | $                     | 580.5 |      | $ | 474.5
|                                          |  |                       |       |      |   |      
|Other current liabilities:                |  |                       |       |      |   |      
|Advance billings and customer deposits    |  | $                     | 77.4  |      | $ | 82.1 
|Other                                     |  |                       | 73.7  |      |   | 57.5 
|                                          |  |                       |       |      |   |      
|                                          |  | $                     | 151.1 |      | $ | 139.6
|                                          |  |                       |       |      |   |      



|                                                      |  |                         |       |      |   |       |  |   |      
|----------------------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | -----
|                                                      |  | Years ended December 31
|                                                      |  | 2003                    |       | 2002 |   | 2001 
|                                                      |  | (Dollars in Millions)  
|STATEMENTS OF CASH FLOWS:                             |  |                         |       |      |   |       |  |   |      
|Cash paid during the year for:                        |  |                         |       |      |   |       |  |   |      
|Income taxes, net of amounts refunded                 |  | $                       | 112.9 |      | $ | 265.4 |  | $ | 114.7
|Interest, net of amounts capitalized                  |  |                         | 70.5  |      |   | 69.0  |  |   | 79.8 
|                                                      |  |                         |      
|STATEMENTS OF INCOME:                                 |  |                         |       |      |   |       |  |   |      
|Interest expense incurred, net of amounts capitalized |  |                         | 81.3  |      |   | 64.6  |  |   | 78.7 
|Capitalized interest                                  |  |                         | 2.1   |      |   | 4.7   |  |   | 10.4 
|Advertising expense                                   |  |                         | 13.2  |      |   | 11.3  |  |   | 7.5  
|Depreciation expense                                  |  |                         | 502.3 |      |   | 513.8 |  |   | 493.6



Advertising expense includes $13.2
million in 2003, $11.3 million in 2002 and $7.5 million in 2001 allocated to us by Verizon Services.



F-23



---

##### Table of Contents

Verizon Virginia Inc.



We classified $12.1 million, $24.2 million and $24.2 million bank overdraft as accounts payable at December 31, 2003,
2002 and 2001, respectively.



In 2002, we recorded an impairment charge of
$29.6 million driven by our financial statement exposure to WorldCom Inc. This charge was recorded in selling, general and administrative expense in our statements of income.



13. COMMITMENTS AND CONTINGENCIES



Various legal actions and regulatory proceedings are pending to which we are a party and claims which, if asserted, may lead to other legal actions. We have established
reserves for specific liabilities in connection with regulatory and legal matters that we currently deem to be probable and estimable. We do not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have
a material effect on our financial condition, but it could have a material effect on our results of operations.



From time to time, state regulatory decisions require us to assure customers that we will provide a level of service performance that falls within prescribed parameters.
There are penalties associated with failing to meet those service parameters and we, from time to time, pay such penalties. We do not expect these penalties to have a material effect on our financial condition, but they could have a material effect
on our results of operations.



14. SEGMENT INFORMATION



We have one reportable segment, which provides domestic wireline telecommunications
services. Specifically, we provide local telephone services including voice and data transport, enhanced and custom calling features, network access, directory assistance and private lines. In addition, we provide customer premises equipment
distribution, billing and collection and pay telephone services.



15.
SUBSEQUENT EVENTS (unaudited)



On February 2, 2004, we declared and paid a
dividend in the amount of $75.0 million to our parent, Verizon.



On March 30,
2004, we redeemed the entire outstanding principal amount of our $125.0 million 7% debentures, due July 15, 2025. This redemption will result in a pretax charge of approximately $5 million to results of operations.



F-24



---

##### Table of Contents

Verizon Virginia Inc.



SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2003, 2002 and 2001

(Dollars in Millions)



|                            |  |                              |       |                    |   |                                 |  |                     |      |                         |   |       |  |   |      
|--------------------------- |  | ---------------------------- | ----- | ------------------ | - | ------------------------------- |  | ------------------- | ---- | ----------------------- | - | ----- |  | - | -----
|                            |  |                              |       | Additions          |   |                                 |  |                    
|Description                 |  | Balance atBeginning ofPeriod |       | Charged toExpenses |   | Charged toOther AccountsNote(a) |  | Deductions Note (b) |      | Balance at Endof Period
|Allowance for Uncollectible |  |                              |       |                    |   |                                 |  |                     |      |                         |   |       |  |   |      
|Accounts Receivable:        |  |                              |       |                    |   |                                 |  |                     |      |                         |   |       |  |   |      
|                            |  |                              |       |                    |  
|Year 2003                   |  | $                            | 150.0 |                    | $ | 44.9                            |  | $                   | 38.8 |                         | $ | 117.1 |  | $ | 116.6
|                            |  |                              |       |                    |  
|Year 2002                   |  |                              | 62.6  |                    |   | 130.8                           |  |                     | 45.1 |                         |   | 88.5  |  |   | 150.0
|                            |  |                              |       |                    |  
|Year 2001                   |  |                              | 37.6  |                    |   | 54.1                            |  |                     | 79.0 |                         |   | 108.1 |  |   | 62.6 
|                            |  |                              |       |                    |  
|Merger-Related Costs:       |  |                              |       |                    |   |                                 |  |                     |      |                         |   |       |  |   |      
|                            |  |                              |       |                    |  
|Year 2003                   |  | $                            |      |                    | $ |                                |  | $                   |     |                         | $ |      |  | $ |     
|                            |  |                              |       |                    |  
|Year 2002                   |  |                              | 12.0  |                    |   |                                |  |                     |     |                         |   | 12.0  |  |   |     
|                            |  |                              |       |                    |  
|Year 2001                   |  |                              | 13.5  |                    |   |                                |  |                     | 2.4  |                         |   | 3.9   |  |   | 12.0 

---

|(a) | Allowance for Uncollectible Accounts Receivable includes amounts previously written off which were credited directly to this account when recovered and accruals charged to accounts
payable for anticipated uncollectible charges on purchases of accounts receivable from others which we billed.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Amounts written off as uncollectible, reallocated to other Verizon affiliates, utilized or paid. From time to time, Verizon must redistribute across its subsidiaries the amount of
the severance liability based on actual experience at the companies.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-25



---

##### Table of Contents

Verizon Virginia Inc.



Form 10-K for 2003

File No. 1-6964

Page 1 of 1



EXHIBIT INDEX



Exhibits identified in parentheses below, on file with the Securities and Exchange Commission
(SEC), are incorporated herein by reference as exhibits hereto.



|              |       |  |                                                                                                                                                                                                                                                                                        
|------------- | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |       |  |                                                                                                                                                                                                                                                                                        
|              |      
|3a            |       |  | Articles of Amendment of the Articles of Incorporation of the registrant, adopted June 13, 1977 and filed July 28, 1977. (Exhibit 3a to Form 10-K for the year ended December 31,
1985.)                                                                                               
|              |      
|3a            | (i)   |  | Amendment to the registrants Articles of Incorporation, adopted April 5, 1990 and filed August 24, 1990. (Exhibit 3a(i) to Form 10-K for the year ended December 31,
1990.)                                                                                                           
|              |      
|3a            | (ii)  |  | Amendment to the registrants Articles of Incorporation, adopted December 31, 1993 and filed January 13, 1994. (Exhibit 3a(ii) to Form 10-K for the year ended December 31,
1993.)                                                                                                     
|              |      
|3a            | (iii) |  | Articles of Amendment of Articles of Incorporation, adopted June 30, 2000. (Exhibit 3a(iii) to Form 10-Q for the period ended June 30, 2000.)                                                                                                                                          
|              |      
|3b            |       |  | By-Laws of the registrant, as amended August 12, 2002. (Exhibit 3b to Form 10-Q for the period ended June 30, 2002.)                                                                                                                                                                   
|              |      
|4             |       |  | No instrument which defines the rights of holders of long-term debt of the registrant is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|              |      
|12            |       |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                     
|              |      
|31a           |       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                    
|              |      
|31b           |       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                    
|              |      
|32            |       |  | Officer certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.