<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM 10-Q

                              ---------------------


(Mark one)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2001

                                       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 1-6417


                             VERIZON CALIFORNIA INC.


    A California Corporation   I.R.S. Employer Identification No. 95-0510200


        1095 Avenue of the Americas, Room 3868, New York, New York 10036


                         Telephone Number (212) 395-2121


                            -------------------------



THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE
FORMAT PURSUANT TO GENERAL INSTRUCTION H(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
                                       ---   ---
<PAGE>

                             Verizon California Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                               Three Months Ended September 30,    Nine Months Ended September 30,
                                                               -------------------------------------------------------------------
  (Dollars in Millions) (Unaudited)                                       2001           2000                2001           2000
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>              <C>                <C>
OPERATING REVENUES
   (including $29.6, $.3, $54.1 and $.8 from affiliates)              $  849.7       $  858.5            $2,554.6       $2,512.6
                                                                ------------------------------------------------------------------
OPERATING EXPENSES
Operations and support (including $73.3, $180.1,
   $223.9 and $357.2 to affiliates)                                      368.5          338.4             1,058.1          898.2
Depreciation and amortization                                            168.0          165.2               491.5          485.2
                                                                ------------------------------------------------------------------
                                                                         536.5          503.6             1,549.6        1,383.4
                                                                ------------------------------------------------------------------
OPERATING INCOME                                                         313.2          354.9             1,005.0        1,129.2

OTHER INCOME, NET
   (including $.1, $.2, $.3 and $.3 from affiliates)                        .1             .1                  .3             .5

INTEREST EXPENSE
   (including $8.3, $4.8, $28.4 and $15.8 to affiliate)                   38.3           38.5               117.6          111.8
                                                                ------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                                 275.0          316.5               887.7        1,017.9

PROVISION FOR INCOME TAXES                                               112.2          118.9               362.6          418.3
                                                                ------------------------------------------------------------------
NET INCOME                                                            $  162.8       $  197.6            $  525.1       $  599.6
                                                                ==================================================================
</TABLE>
            See Notes to Condensed Consolidated Financial Statements.

                                       1
<PAGE>

                            Verizon California Inc.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
 (Dollars in Millions)                                                             September 30, 2001     December 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                        (Unaudited)
<S>                                                                                 <C>                    <C>
CURRENT ASSETS
Cash                                                                                        $      .3             $     2.5
Short-term investments                                                                           27.2                  84.9
Accounts receivable:
     Trade and other, net of allowances for uncollectibles of $78.5 and $74.0                   558.3                 588.1
     Affiliates                                                                                  60.3                  87.7
Material and supplies                                                                            54.6                  51.0
Prepaid expenses                                                                                 24.3                  16.9
Deferred income taxes                                                                           112.0                  90.7
Net assets held for sale                                                                         53.4                  46.9
Other                                                                                            81.9                  48.1
                                                                                   --------------------------------------------
                                                                                                972.3               1,016.8
                                                                                   --------------------------------------------
PLANT, PROPERTY AND EQUIPMENT                                                                11,120.0              10,792.7
Less accumulated depreciation                                                                 7,270.9               6,922.7
                                                                                   --------------------------------------------
                                                                                              3,849.1               3,870.0
                                                                                   --------------------------------------------
PREPAID PENSION ASSET                                                                         1,798.1               1,643.0
                                                                                   --------------------------------------------
OTHER ASSETS                                                                                    191.9                 227.8
                                                                                   --------------------------------------------
TOTAL ASSETS                                                                                $ 6,811.4             $ 6,757.6
                                                                                   ============================================

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>

                            Verizon California Inc.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND SHAREOWNER'S INVESTMENT
                    ---------------------------------------

<TABLE>
<CAPTION>

(Dollars in Millions, Except Per Share Amount)                   September 30, 2001     December 31, 2000
-------------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)
<S>                                                               <C>                   <C>
CURRENT LIABILITIES
Debt maturing within one year:
     Note payable to affiliate                                             $  704.6              $  496.5
     Other                                                                      5.5                 305.5
Accounts payable and accrued liabilities:
     Affiliates                                                               144.5                 157.4
     Other                                                                    459.1                 488.1
Other liabilities                                                             219.0                 219.0
                                                                 --------------------------------------------
                                                                            1,532.7               1,666.5
                                                                 --------------------------------------------
LONG-TERM DEBT                                                              1,661.5               1,661.2
                                                                 --------------------------------------------
EMPLOYEE BENEFIT OBLIGATIONS                                                  291.4                 177.5
                                                                 --------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes                                                       1,095.8               1,010.3
Unamortized investment tax credits                                              3.3                   5.1
Other                                                                         166.4                 190.2
                                                                 --------------------------------------------
                                                                            1,265.5               1,205.6
                                                                 --------------------------------------------

SHAREOWNER'S INVESTMENT
Common stock $20 par value per share                                        1,400.0               1,400.0
  Authorized shares: 100,000,000
  Outstanding shares: 70,000,000
Contributed capital                                                           337.4                 336.9
Reinvested earnings                                                           322.9                 309.9
                                                                 --------------------------------------------
                                                                            2,060.3               2,046.8
                                                                 --------------------------------------------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                              $6,811.4              $6,757.6
                                                                 ============================================
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                             Verizon California Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                     Nine Months Ended September 30,
                                                                                  --------------------------------------
(Dollars in Millions) (Unaudited)                                                             2001              2000
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  $ 998.1           $ 999.7
                                                                                  --------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments                                                          57.7                --
Capital expenditures                                                                        (455.3)           (482.7)
Other, net                                                                                     1.2               2.7
                                                                                  --------------------------------------
Net cash used in investing activities                                                       (396.4)           (480.0)
                                                                                  --------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings                                                                        --             273.6
Principal repayments of borrowings and capital lease obligations                            (300.0)              (.1)
Preferred stock retired, including premiums paid on early retirement                            --             (55.4)
Net change in note payable to affiliate                                                      208.1            (177.9)
Dividends paid                                                                              (512.0)           (571.0)
                                                                                  --------------------------------------
Net cash used in financing activities                                                       (603.9)           (530.8)
                                                                                  --------------------------------------
NET CHANGE IN CASH                                                                            (2.2)            (11.1)

CASH, BEGINNING OF PERIOD                                                                      2.5              11.6
                                                                                  --------------------------------------

CASH, END OF PERIOD                                                                        $    .3           $    .5
                                                                                  ======================================
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

                             Verizon California Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     Verizon California Inc. is a wholly owned subsidiary of GTE Corporation
(GTE), which is a wholly owned subsidiary of Verizon Communications Inc.
(Verizon Communications). The accompanying unaudited condensed consolidated
financial statements have been prepared based upon Securities and Exchange
Commission rules that permit reduced disclosure for interim periods. These
financial statements reflect all adjustments that are necessary for a fair
presentation of results of operations and financial position for the interim
periods shown including normal recurring accruals. The results for the interim
periods are not necessarily indicative of results for the full year. The balance
sheet at December 31, 2000 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For a more complete discussion of significant accounting
policies and certain other information, you should refer to the financial
statements included in our 2000 Annual Report on Form 10-K.

     We have reclassified certain amounts from prior year's data to conform to
the 2001 presentation.

2.   Revenue Recognition

     We recognize revenue when services are rendered based on usage of our local
exchange network and facilities. For other products and services, revenues are
generally recognized when services are rendered or products are delivered to
customers.

     We defer nonrecurring service activation revenues and costs and amortize
them over the expected term of the customer relationship. The deferred costs are
equal to the activation fee revenue and any excess cost is expensed immediately.
The deferred costs represent incremental direct costs associated with certain
nonrecurring fees, such as service activation and installation fees.

3.   Long-Lived Assets

     We assess the impairment of long-lived assets under Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable. A determination of impairment (if any) is made based on estimates
of future cash flows.

4.   Dividend

     On November 1, 2001, we declared and paid a dividend in the amount of
$160.0 million to GTE.

5.   Derivatives and Hedging Activities

     Effective January 1, 2001, we adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." SFAS No. 133
requires that all derivatives, including derivatives embedded in other financial
instruments, be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of derivative
instruments not qualifying as hedges under SFAS No. 133 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. We presently do not have any
derivative instruments or hedging activities and, consequently, SFAS No. 133 did
not have an impact on our financial statements.

                                       5
<PAGE>

                            Verizon California Inc.

6.   Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."

     SFAS No. 141, which applies to business combinations occurring after June
30, 2001, requires that the purchase method of accounting be used and includes
guidance on the initial recognition and measurement of goodwill and other
intangible assets acquired in the combination.

     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 certain conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flows approach previously required by SFAS No.
121. The new statement also applies to goodwill and indefinite-lived intangible
assets of investments accounted for under the equity method of accounting.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
We are required to adopt SFAS No. 142 effective January 1, 2002. We are
currently evaluating our intangible assets to determine the impact, if any, the
adoption of SFAS No. 142 will have on our results of operations or financial
position.

     In June 2001, the FASB issued 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 a part of the book value of the long-lived asset. That
cost is then depreciated over the remaining life of the underlying long-lived
asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are
currently evaluating the impact this new standard will have on our future
results of operations or financial position.

     In August 2001, the FASB issued SFAS No. 144. This standard supersedes SFAS
No. 121 and the provisions of Accounting Principles Board 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," with regard to reporting the effects of a disposal of
a segment of a business. SFAS No. 144 establishes a single accounting model for
assets to be disposed of by sale and addresses several SFAS No. 121
implementation issues. We are required to adopt SFAS No. 144 effective January
1, 2002. We do not expect the impact of the adoption of SFAS No. 144 to have a
material effect on our results of operations or financial position.

7.   Merger Charges

     In connection with the merger of Bell Atlantic and GTE on June 30, 2000, we
incurred charges associated with employee severance of $51.5 million pre-tax.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent the benefit costs for the separation of
management employees who were entitled to benefits under pre-existing separation
plans, as well as an accrual for ongoing SFAS No. 112 obligations for former GTE
employees. During the second quarter of 2000, in connection with the merger, we
also recorded a pre-tax charge of $32.3 million for direct, incremental
merger-related costs, including compensation, professional services and other
direct costs.

     In addition, we recorded pre-tax merger-related transition costs of $27.5
million in the first nine months of 2001. Transition costs consisted of costs to
integrate systems, consolidate real estate, relocate employees and meet certain
regulatory conditions of the merger. They also included costs for advertising
and other costs to establish the Verizon brand. Transition costs since the date
of the merger totaled $38.3 million. Transition costs are expensed as incurred.
During the second quarter of 2000, we also recorded a $2.5 million pre-tax
charge for other actions in relation to the Bell Atlantic-GTE merger.

     Results of operations for the first nine months of 2000 also included
adjustments that were required to conform our accounting methods and
presentation to that of Verizon Communications. These conforming adjustments are
differences in capitalization policies. As a result of these adjustments,
depreciation and amortization expense decreased $9.1 million for the nine month
period ended September 30, 2000.

                                       6
<PAGE>

                            Verizon California Inc.

8.   Shareowner's Investment

<TABLE>
<CAPTION>
                                                                            Contributed         Reinvested
(Dollars in Millions)                                    Common Stock           Capital           Earnings
--------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>
Balance at December 31, 2000                                 $1,400.0            $336.9            $ 309.9
Net income                                                                                           525.1
Dividends declared                                                                                  (512.0)
Other                                                                                .5                (.1)
                                                       -------------------------------------------------------
Balance at September 30, 2001                                $1,400.0            $337.4            $ 322.9
                                                       =======================================================
</TABLE>

     Net income and comprehensive income were the same for the nine months ended
September 30, 2001 and 2000.

9.   Net Assets Held For Sale

     During May 1999, we entered into an agreement to sell approximately 46,000
switched access lines located in California and Arizona to Citizens Utilities
Company. This agreement consummates our previously announced 1998 plan to sell
selected access lines located in California and Arizona. The sale is contingent
upon final agreements and regulatory approval, the latter of which has been
obtained, and is expected to close at the end of the first quarter of 2002. The
associated net assets, which approximate $53.4 million and $46.9 million at
September 30, 2001 and December 31, 2000, respectively, consist of property,
plant and equipment, and have been classified as "Net assets held for sale" in
the balance sheets. We intend to continue to operate all of these assets until
sold. Given the decision to sell, no depreciation expense was recorded for these
assets during 2000 or 2001 in accordance with SFAS No. 121. Accordingly,
depreciation expense was lowered by $2.1 million and $6.3 million for the three
and nine months ended September 30, 2001 and $2.1 million and $6.3 million for
the three and nine months ended September 30, 2000, respectively. No charges
were recorded for the access lines to be sold because their estimated fair
values were in excess of their carrying values. The access line agreement
represents approximately 1.0% of the switched access lines that we had in
service at the end of 2000, and contributed approximately 1.0% to 2000 revenues
and approximately 1.0% to 2000 operating income.

10.  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.

     Several regulatory matters may require us to refund a portion of the
revenues collected in the current and prior periods. The outcome of each pending
matter, as well as the time frame within which each matter will be resolved, is
not presently determinable.

     Regulatory conditions to the Bell Atlantic - GTE merger include certain
commitments to, among other things, promote competition and the widespread
deployment of advanced services, while helping to ensure that consumers continue
to receive high-quality, low cost telephone services. In some cases, there are
significant penalties associated with not meeting these commitments. The cost of
satisfying these commitments could have a significant impact on net income in
future periods.

                                       7
<PAGE>

                            Verizon California Inc.

Item 2.  Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction H(2).)

     This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements.


RESULTS OF OPERATIONS
---------------------

     We reported net income of $525.1 million for the nine month period ended
September 30, 2001, compared to net income of $599.6 million for the same period
in 2000.

     Our results for 2001 and 2000 were affected by special items. The special
items in both periods include our allocated share of charges from affiliates
that provide various centralized services on behalf of Verizon Communications
Inc. subsidiaries.

     The following table shows how special items are reflected in our condensed
consolidated statements of income for each period:

<TABLE>
<CAPTION>
                                                                                    (Dollars in Millions)
Nine Months Ended September 30,                                                    2001               2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Operating Revenues
   Other charges and special items                                              $    --            $   5.0
   Regulatory contingency                                                            --                1.5
                                                                              ---------------------------------
                                                                                     --                6.5
                                                                              ---------------------------------
Operations and Support Expenses
   Bell Atlantic-GTE merger direct incremental costs                                 --               32.3
   Bell Atlantic-GTE merger severance costs                                          --               51.5
   Bell Atlantic-GTE merger transition costs                                       27.5                 --
   Bell Atlantic-GTE merger related costs                                            --                2.5
   Other charges and special items                                                   --                 .8
                                                                              ---------------------------------
                                                                                   27.5               87.1
                                                                              ---------------------------------
Depreciation and Amortization Expenses
   Bell Atlantic- GTE merger accounting conformity adjustments                       --               (9.1)
                                                                              ---------------------------------
Interest Expense
   Regulatory contingency                                                            --                 .4
                                                                              ---------------------------------
Net impact on pre-tax income                                                    $  27.5            $  84.9
                                                                              =================================
</TABLE>


     What follows is a further explanation of the nature of these special items.

Merger Charges

     In connection with the merger of Bell Atlantic and GTE on June 30, 2000, we
incurred charges associated with employee severance of $51.5 million pre-tax.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent the benefit costs for the separation of
management employees who were entitled to benefits under pre-existing separation
plans, as well as an accrual for ongoing SFAS No. 112 obligations for former GTE
employees. During the second quarter of 2000, in connection with the merger, we
also recorded a pre-tax charge of $32.3 million for direct, incremental merger-
related costs, including compensation, professional services and other direct
costs.

     In addition, we recorded pre-tax merger-related transition costs of $27.5
million in the first nine months of 2001. Transition costs consisted of costs to
integrate systems, consolidate real estate, relocate employees and meet certain
regulatory conditions of the merger. They also included costs for advertising
and other costs to establish the Verizon brand. Transition costs are expensed as
incurred. During the second quarter of 2000, we also recorded a $2.5 million
pre-tax charge for other actions in relation to the Bell Atlantic - GTE merger.

                                       8
<PAGE>

                            Verizon California Inc.

     Results of operations for the first nine months of 2000 also included
adjustments that were required to conform our accounting methods and
presentation to that of Verizon Communications. These conforming adjustments are
differences in capitalization policies. As a result of these adjustments,
depreciation and amortization expense decreased $9.1 million for the nine month
period ended September 30, 2000.

Other Charges and Special Items

     In the second quarter of 2000, we recognized a pre-tax charge for a
regulatory matter totaling $1.9 million. We recorded a reduction to operating
revenue in the amount of $1.5 million and a charge to interest expense of $.4
million. This matter relates to a specific issue currently under investigation
by the Federal Communications Commission (FCC). We believe that it is probable
that the ultimate resolution of this matter will result in refunds to customers,
including interest. In the second quarter of 2000, we also recorded other
charges and special items totaling approximately $5.8 million pre-tax. Of this
amount, $5.0 million was recorded as a reduction to operating revenue and $.8
million was recorded as a charge to operations and support expenses.

     These and other items affecting the comparison of our results of operations
for the nine month periods ended September 30, 2001 and 2000 are discussed in
the following sections.


OPERATING REVENUES
------------------
(Dollars in Millions)

Nine Months Ended September 30,                        2001               2000
--------------------------------------------------------------------------------
Local services                                     $1,224.9           $1,224.2
Network access services                               974.5              928.7
Long distance services                                110.4              140.7
Other services                                        244.8              219.0
                                               ---------------------------------
Total                                              $2,554.6           $2,512.6
                                               =================================


LOCAL SERVICES

     2001 - 2000                                                Increase
--------------------------------------------------------------------------------
     Nine Months                                        $.7                 .1%
--------------------------------------------------------------------------------

     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, certain data
transport revenues and wireless interconnection revenues.

     Local service revenues increased in the first nine months of 2001 primarily
due to higher payments received from competitive local exchange carriers for
interconnection of their network with our network and the purchase of unbundled
network elements. Higher customer demand and usage of our value-added services,
as the result of new packaging of services, also contributed to the increase in
2001.

     These increases were substantially offset by the effect of lower demand and
usage of our basic wireline services, as reflected by a decline in our switched
access lines in services from September 30, 2000. This decrease primarily
reflects the impact of an economic slowdown and competition. In addition, the
effect of technology substitution is increasing, as more customers are choosing
wireless and Internet services in place of certain basic wireline services.
Price reductions on certain local services in 2001 also offset the increases in
local service revenues.

                                       9
<PAGE>

                             Verizon California Inc.

NETWORK ACCESS SERVICES

     2001 - 2000                                                Increase
--------------------------------------------------------------------------------
     Nine Months                                          $45.8          4.9%
--------------------------------------------------------------------------------

     Network access 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.

     Network access revenues growth in the first nine months of 2001 was mainly
attributable to higher customer demand for special access services, particularly
for high-capacity, high-speed digital services.

     These increases were partially offset by mandated price reductions on
certain interstate and intrastate access services and other regulatory
decisions. State public utility commissions regulate us with respect to certain
intrastate rates and services and certain other matters. The FCC regulates rates
that we charge long distance carriers and end-user subscribers for interstate
access services. We are required to file new access rates with the FCC each
year. In July 2000, we implemented the Coalition for Affordable Local and Long
Distance Service (CALLS) plan. Rates included in the July 2000 CALLS plan were
in effect through June 2001. Effective July 3, 2001, we implemented further rate
reductions in accordance with the plan. The impact of the slowing economy also
affected network access revenues in 2001.


LONG DISTANCE SERVICES

     2001 - 2000                                               (Decrease)
--------------------------------------------------------------------------------
     Nine Months                                         $(30.3)      (21.5)%
--------------------------------------------------------------------------------

     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 state regulatory commissions 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 declined in the first nine months of 2001
primarily due to the effects of competition and technology substitution. Price
reductions on certain long distance services also contributed to the decrease in
long distance revenues.


OTHER SERVICES

     2001 - 2000                                                Increase
--------------------------------------------------------------------------------
     Nine Months                                          $25.8         11.8%
--------------------------------------------------------------------------------

     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 and customer premises equipment (CPE).
Other service revenues also include fees paid by customers for non-publication
of telephone numbers and multiple white page listings, fees paid by an affiliate
for usage of our directory listings and fees paid by an affiliate for the
provision of sales agent services.

     The growth in other service revenues in the first nine months of 2001 was
primarily due to increased sales and services to affiliates.

                                       10
<PAGE>

                           Verizon California Inc.

OPERATING EXPENSES
------------------
(Dollars in Millions)


OPERATIONS AND SUPPORT

     2001 - 2000                                               Increase
--------------------------------------------------------------------------------
     Nine Months                                         $159.9         17.8%
--------------------------------------------------------------------------------

     Operations and support expenses consist of employee costs and other
operating expenses. Employee costs consist of salaries, wages and other employee
compensation, employee benefits and payroll taxes. Other operating expenses
consist of contract services including centralized services expenses allocated
from affiliates, rent, network software costs, operating taxes other than
income, the provision for uncollectible accounts receivable, reciprocal
compensation, and other costs.

     The increase in operations and support expenses was primarily attributable
to the effect of pre-tax gains recorded in 2000 associated with lump-sum
settlements of pension obligations for certain active and former employees. The
effect of the resolution of a state regulatory matter in 2000 also contributed
to the increase in operating expenses. These increases were partially offset by
the effect of merger-related costs and other special items recorded in 2000 and
2001, as described in Results of Operations. Operating costs have also decreased
due to business integration activities, effective cost control measures,
declining work force levels and lower operating taxes other than income.

     We continue to incur expenditures related to reciprocal compensation
arrangements with competitive local exchange carriers and other carriers to
terminate calls on their network. In March 2000, the United States Court of
Appeals for the District of Columbia Circuit reversed and remanded the FCC's
February 1999 order that concluded that calls to the Internet through Internet
service providers (ISP) do not terminate at the ISP but are single interstate
calls. The FCC had concluded that calls to the Internet are not therefore
subject to reciprocal compensation under section 251(b)(5) of the
Telecommunications Act, but left it to state regulatory commissions to determine
whether local interconnection agreements entered into with competing carriers
required the payment of compensation on such calls.

     On April 27, 2001, the FCC released an order responding to the court's
remand. 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
Telecommunications Act. Instead, the FCC established federal rates that decline
from $0.0015 to $0.0007 per minute over a three year period. The FCC order also
sets caps on the total minutes that may be subject to any intercarrier
compensation and requires that incumbent local exchange carriers must offer to
pay reciprocal compensation for local traffic at the same rate as they are
required to pay on Internet-bound traffic.


DEPRECIATION AND AMORTIZATION

     2001 - 2000                                               Increase
--------------------------------------------------------------------------------
     Nine Months                                           $6.3          1.3%
--------------------------------------------------------------------------------


     Depreciation and amortization expense increased in the first nine months of
2001 principally due to growth in depreciable telephone plant and increased
software amortization costs. These factors were partially offset by the effect
of lower rates of depreciation. Partially affecting the change in depreciation
and amortization expense were adjustments made to conform the accounting
policies of Bell Atlantic and GTE as a result of the merger, as described in
Results of Operations.


OTHER INCOME, NET

     2001 - 2000                                              (Decrease)
--------------------------------------------------------------------------------
     Nine Months                                           $(.2)      (40.0)%
--------------------------------------------------------------------------------

     The change in other income, net was primarily attributable to a decrease in
interest income.

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<PAGE>

                            Verizon California Inc.

INTEREST EXPENSE

     2001 - 2000                                               Increase
--------------------------------------------------------------------------------
     Nine Months                                           $5.8          5.2%
--------------------------------------------------------------------------------

     Interest expense includes costs associated with borrowings and capital
leases, net of interest capitalized as a cost of acquiring or constructing plant
assets.

     Interest expense increased in the first nine months of 2001, compared to
the same period in 2000, primarily due to overall higher levels of average
borrowings. This increase was partially offset by higher capitalized interest
costs associated with telephone plant under construction and the effect of lower
rates of interest.

EFFECTIVE INCOME TAX RATES

    Nine Months Ended September 30,
--------------------------------------------------------------------------------
    2001                                                           40.8%
--------------------------------------------------------------------------------
    2000                                                           41.1%
--------------------------------------------------------------------------------

     The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes. Our effective income tax
rate was lower for the nine months ended September 30, 2001, compared to the
same period in 2000, primarily due to a decrease in non-recurring income tax
expense.

OTHER MATTERS
-------------
Recent Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."

     SFAS No. 141, which applies to business combinations occurring after June
30, 2001, requires that the purchase method of accounting be used and includes
guidance on the initial recognition and measurement of goodwill and other
intangible assets acquired in the combination.

     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 certain conditions) for impairment in
accordance with this statement. This impairment test uses a fair value approach
rather than the undiscounted cash flows approach previously required by SFAS No.
121. The new statement also applies to goodwill and indefinite-lived intangible
assets of investments accounted for under the equity method of accounting.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
We are required to adopt SFAS No. 142 effective January 1, 2002. We are
currently evaluating our intangible assets to determine the impact, if any, the
adoption of SFAS No. 142 will have on our results of operations or financial
position.

     In June 2001, the FASB issued 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 a part of the book value of the long-lived asset. That
cost is then depreciated over the remaining life of the underlying long-lived
asset. We are required to adopt SFAS No. 143 effective January 1, 2003. We are
currently evaluating the impact this new standard will have on our future
results of operations or financial position.

     In August 2001, the FASB issued SFAS No. 144. This standard supersedes SFAS
No. 121 and the provisions of Accounting Principles Board 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," with regard to reporting the effects of a disposal of
a segment of a business. SFAS No. 144 establishes a single accounting model for
assets to be disposed of by sale and addresses several SFAS No. 121
implementation issues. We are required to adopt SFAS No. 144 effective January
1, 2002. We do not expect the impact of the adoption of SFAS No. 144 to have a
material effect on our results of operations or financial position.

                                       12
<PAGE>

                            Verizon California Inc.

                           PART II - OTHER INFORMATION


Item 1.    Legal Proceedings

           There were no proceedings reportable under this Item.


Item 6.    Exhibits and Reports on Form 8-K


           (b) There were no Current Reports on Form 8-K filed during the
               quarter ended September 30, 2001.

                                       13
<PAGE>

                            Verizon California Inc.

                                   SIGNATURES


Pursuant to the requirements 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 California Inc.




Date:  November 13, 2001                       By  /s/ Edwin F. Hall
                                                  ------------------------------
                                                       Edwin F. Hall
                                                       Controller




     UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 8, 2001.

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