<PAGE>

                                  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, 2000

                                       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 1-6393


                            VERIZON PENNSYLVANIA INC.


    A Pennsylvania Corporation     I.R.S. Employer Identification No. 23-0397860


               1717 Arch Street, 32nd Fl., Philadelphia, PA 19103


                         Telephone Number (215) 466-9900

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


Securities registered pursuant to Section 12(b) of the Act: See attached
Schedule A.

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
                                      ---   ---


<PAGE>


                           Verizon Pennsylvania Inc.

                                   SCHEDULE A


Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
                Title of each class                         on which registered
-------------------------------------------------          ---------------------
Forty Year 7 1/8% Debentures, due January 1, 2012              New York Stock
                                                                  Exchange




<PAGE>

                           Verizon Pennsylvania Inc.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item No.                                                                                                       Page
--------                                                                                                       ----
                                     PART I
<S>      <C>                                                                                                   <C>
  1.     Business
         (Abbreviated pursuant to General Instruction I(2).) .............................................       1
  2.     Properties ......................................................................................       7
  3.     Legal Proceedings ...............................................................................       7
  4.     Submission of Matters to a Vote of Security Holders
         (Omitted pursuant to General Instruction I(2).)..................................................       7


                                     PART II

  5.     Market for Registrant's Common Equity and Related Stockholder Matters ...........................       8
  6.     Selected Financial Data
         (Omitted pursuant to General Instruction I(2).)..................................................       8
  7.     Management's Discussion and Analysis of Results of Operations
         (Abbreviated pursuant to General Instruction I(2).) .............................................       9
  7A.    Quantitative and Qualitative Disclosures About Market Risk.......................................      16
  8.     Financial Statements and Supplementary Data .....................................................      16
  9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............      16


                                    PART III

         (Omitted pursuant to General Instruction I(2).):
10.      Directors and Executive Officers of the Registrant ..............................................      16
11.      Executive Compensation ..........................................................................      16
12.      Security Ownership of Certain Beneficial Owners and Management ..................................      16
13.      Certain Relationships and Related Transactions ..................................................      16


                                     PART IV

14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K ................................      17
</TABLE>

      UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 27, 2001.
<PAGE>

                            Verizon Pennsylvania Inc.

                                     PART I

Item 1.   Business

                                    GENERAL

     Verizon Pennsylvania Inc. is incorporated under the laws of the
Commonwealth of Pennsylvania. Our principal offices are located at 1717 Arch
Street, 32nd Fl., Philadelphia, Pennsylvania 19103 (telephone number
215-466-9900). We are a wholly owned subsidiary of Verizon Communications Inc.
(Verizon).

     We presently serve a territory consisting of five Local Access and
Transport Areas (LATAs). These LATAs are generally centered on a city or based
on some other identifiable common geography and, with certain limited
exceptions, each LATA marks the boundary within which we have been permitted by
the "Modification of Final Judgment" (MFJ) to provide telephone service.

     We currently provide two basic types of telecommunications services. First,
we transport telecommunications traffic between subscribers located within the
same LATA (intraLATA service), including both local and long distance services.
Local service includes the provision of local exchange (dial-tone), local
private line and directory assistance services. Among other local services
provided are Centrex (central office-based switched telephone service enabling
the subscriber to make both intercom and outside calls) and a variety of special
and custom calling services. Long distance service includes message toll service
(calling service beyond the local calling area) within LATA boundaries, and
intraLATA Wide Area Toll Service (WATS) and 800 services (volume discount
offerings for customers with highly concentrated demand). We also earn long
distance revenue from the provision of telecommunications service between LATAs
(interLATA service) in the corridor between the cities (and certain surrounding
counties) of Philadelphia, Pennsylvania and Camden, New Jersey. Second, we
provide exchange access service, which links a subscriber's telephone or other
equipment to the transmission facilities of interexchange carriers which, in
turn, provide interLATA telecommunications service to their customers. We also
provide exchange access service to interexchange carriers which provide
intrastate intraLATA long distance telecommunications service, as well as local
exchange access to competitive local exchange carriers for calls within a LATA.
Other services we provide include customer premises wiring and maintenance,
billing and collection and pay telephone services.

                            BELL ATLANTIC-GTE MERGER

     On June 30, 2000, Bell Atlantic Corporation (Bell Atlantic) and GTE
Corporation (GTE) completed a merger under a definitive merger agreement dated
as of July 27, 1998 and began doing business as Verizon. The merger qualified as
a tax-free reorganization and has been accounted for as a pooling-of-interests
business combination.

                                   OPERATIONS

     We are one of 16 public operating telephone companies owned by Verizon.
Verizon has organized certain telecommunications group functions into marketing
units operating across its operating telephone subsidiaries. The units focus on
specific market segments. Each of the operating telephone subsidiaries,
including the company, remains responsible within its respective service area
for the provision of telephone services, financial performance and regulatory
matters. Verizon's five strategic marketing units are compromised of the
following:

     The Enterprise unit markets communications and information technology and
services to large businesses and to departments, agencies and offices of the
executive, judicial and legislative branches of the federal and state
government. These services include voice switching/processing services (e.g.,
dedicated private lines, custom Centrex, call management, and voice messaging),
end-user networking (e.g., credit and debit card transactions and personal
computer-based conferencing, including data and video), internetworking
(establishing links between the geographically disparate networks of two or more
companies or within the same company), network optimization (disaster avoidance,
911 service, and intelligent vehicle highway systems) and other communications
services such as distance learning, telemedicine, videoconferencing and
interactive multimedia applications. The Enterprise unit also includes Verizon's
Data Solutions Group which provides data transmission and network integration
services (integrating multiple geographically disparate networks into one
system) and Verizon's Strategic Markets unit which operates as a provider of
network monitoring services and telecommunications equipment sales to medium and
large businesses.

     The Retail unit markets communications and information services to
residential customers and to small and medium-sized businesses within our
territory. This unit also provides operator and pay telephone services. The
Retail unit includes

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                           Verizon Pennsylvania Inc.

Verizon Avenue, a subsidiary of Verizon that markets to customers located in
multi-tenant buildings and Teleproducts, a subsidiary of Verizon that markets
customer premises equipment to the end-user.

     The Wholesale unit markets (i) switched and special access to the telephone
subsidiaries' local exchange networks, and (ii) billing and collection services,
including recording, rating, bill processing, bill rendering, CLEC services and
wireless interconnection. This unit also includes various technical planning
groups that provide strategic technology and network planning, new service
creation, and emerging business management.

     The Advanced Services unit markets Verizon's long distance, data and
Internet access services. In certain states, Verizon's long distance
subsidiaries operate as a reseller of national and international long-distance
services and provide service in all 50 states to residential and business
customers, including long distance services, calling cards, 800 services and
operator services to its customers. Verizon's Global Networks unit is building a
next generation long distance network using ATM (asynchronous transfer mode)
technology.

     The National Operations unit markets Verizon's Communications and
Construction services that supply installation and repair labor and manages
Verizon's Supply unit that is responsible for the procurement and management of
inventory and supplies for the operating telephone companies, as well as other
subsidiaries. The Supply unit also sells material and logistic services to third
parties.

Telecommunications Act of 1996

     The Telecommunications Act of 1996 (1996 Act) became effective on February
8, 1996, and replaced the MFJ, a consent decree that arose out of an antitrust
action brought by the United States Department of Justice against AT&T. In
general, the 1996 Act includes provisions that open local exchange markets to
competition and permit Bell Operating Companies, including ours, to engage in
manufacturing and to provide long distance service under prescribed conditions.

     Under the 1996 Act, our ability to offer in-region long distance services
(that is, services originating in the states where we operate as a local
exchange carrier) is largely dependent on satisfying prescribed requirements.
The requirements include 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 through their own networks. We
must also demonstrate to the Federal Communications Commission (FCC) that entry
into the in-region long distance market would be in the public interest.

     We are unable to predict definitively the impact that the 1996 Act will
ultimately have on our business, results of operations, or financial condition.
The financial impact will depend on several factors, including the timing,
extent and success of competition in our markets, the timing and outcome of
various regulatory proceedings and any appeals, and the timing, extent and
success of our pursuit of new opportunities resulting from the 1996 Act.

In-Region Long Distance

     On January 8, 2001, we filed with the Pennsylvania Public Utility
Commission (PPUC) a notice requesting state review of our compliance with the
long distance provisions of the 1996 Act in preparation for a filing with the
FCC. The PPUC has set a schedule that may allow completion of the state review,
and filing of an application at the FCC, during the second quarter of 2001.

FCC Regulation and Interstate Rates

     We are subject to the jurisdiction of the FCC with respect to interstate
services and related matters. In 2000, 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

     Interstate access charges are the rates long distance carriers pay for use
and availability of our facilities for the origination and termination of
interstate service. The FCC required a phased restructuring of access charges,
from January 1998 until January 2000, pursuant to which we recover
non-usage-sensitive costs from long distance carriers and end-users through flat
rate charges, and usage-sensitive costs from long distance carriers through
usage-based rates.

     On May 31, 2000, the FCC adopted a plan advanced by members of the industry
(The Coalition for Affordable Local and Long Distance Service, or "CALLS") 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

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                           Verizon Pennsylvania Inc.

million for the industry. Of that amount, Verizon expects approximately $340
million to be used to support interstate access services in the operating
telephone subsidiaries' service territory. 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.

     As of September 14, 2000, Verizon formally elected to participate in the
full five-year term of the CALLS plan. As a result of this decision, price caps
on our interstate access charges will be set according to the conditions of the
FCC order on the CALLS plan. Under the plan, direct end-user access charges are
increased while access charges to long distance carriers are reduced. While the
plan continues the 6.5% (less inflation) annual reductions for most interstate
access charges, it provides for a price freeze when switched access service
prices reach $0.0055 per-minute. As a result of tariff adjustments which became
effective in August 2000, we reached the $0.0055 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 competitive thresholds are met. In order to use these rules, carriers must
forego the ability to take advantage of provisions in the current rules that
provide relief in the event earnings fall below prescribed thresholds. In
November and December 2000, Verizon made filings to obtain this added pricing
flexibility. On March 14, 2001, the FCC released an Order in which it approved
pricing flexibility for 46 Metropolitan Statistical Areas (MSAs) and three
states (Delaware, Vermont and Maryland) served by Verizon. In ten of the MSAs
and the state of Delaware, the services were awarded complete pricing
flexibility and were removed from price regulation. Partial pricing flexibility
was granted in the remaining MSAs and the two other states.

Universal Service

     As a result of a July 1999 decision of the U.S. Court of Appeals, Verizon's
contributions to the universal service fund were reduced by approximately $107
million annually beginning on November 1, 1999, and interstate access rates were
reduced accordingly because we will no longer have to recover these
contributions in our rates. Last year, the petitions asking the U.S. Supreme
Court to review the court of appeals decision were either withdrawn or rejected.

     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 18, 2000, Verizon asked the U.S. Supreme Court to dismiss its
pending review of the FCC's use of a theoretical model as one factor to
determine the appropriate size of federal support for a fund for intrastate high
cost areas. The review was no longer necessary because, subsequent to Verizon's
petition to the U.S. Supreme Court, the FCC expressly disclaimed supervisory
authority over the states' universal service activities.

     The FCC is currently considering two modifications to its universal service
programs, both relating to support for rural carriers. The first, a proposal by
an appointed policy task force, would provide additional support for intrastate
services provided by rural carriers. The second, a proposal by a coalition of
rural carriers, would make explicit support for interstate access services
provided by rural carriers. The FCC is likely to address both these proposals in
2001.

Unbundling of Network Elements

     In November 1999, the FCC announced its decision setting forth new
unbundling requirements, eliminating elements that it had previously required to
be unbundled, limiting the obligation to provide others and adding new elements.
Appeals from this decision are pending.

     In addition to the unbundling requirements released in November 1999, the
FCC released an order in a separate proceeding in December 1999, requiring
incumbent local exchange companies also to unbundle and provide to competitors
the higher frequency portion of their local loop. This provides competitors with
the ability to provision data services on top of incumbent carriers' voice
services. Appeals from this order are also pending.

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                           Verizon Pennsylvania Inc.

     In July 2000, the U.S. Court of Appeals for the Eighth Circuit found that
some aspects of the FCC's requirements for pricing UNEs were inconsistent with
the 1996 Act. In particular, it found that the FCC was wrong to require
incumbent carriers to base these prices not on their real costs but on the
imaginary costs of the most efficient equipment and the most efficient network
configuration. The court upheld the FCC's decision that UNEs be priced based on
a forward-looking cost model which ignores actual historical costs. The U.S.
Supreme Court has accepted this decision for review in a case to be heard in the
fall term of 2001. That portion of the court of appeals' decision has been
stayed pending that review.

Compensation for Internet Traffic

     In March 2000, the Washington, D.C. Circuit Court of Appeals reversed and
remanded the FCC's February 1999 order that concluded that calls to the Internet
through Internet service providers (ISPs) do not terminate at the ISP but are
single interstate calls. The court found that the FCC had inadequately explained
why these Internet calls were not two calls. Under the FCC's decision, it was
left to carrier agreements and state regulators to determine which traffic is
subject to reciprocal compensation. The FCC is currently considering a new order
to address the issue in light of the court remand.

State Regulation of Rates and Services

     The PPUC regulates our company under an Alternative Regulation Plan
approved in 1994. The plan provides for a pure price cap plan with no sharing of
earnings with customers and replaces rate base, rate of return regulation.
Competitive services, including directory advertising, billing services, Centrex
service, paging, speed calling, repeat calling, and HiCap (high capacity private
line) and business services provided to larger customers are price deregulated.
All noncompetitive services are price regulated.

The plan:

 .    permits annual price increases up to, but not exceeding, the GDP-PI minus
     2.93%;
 .    requires annual price decreases when the GDP-PI falls below 2.93%;
 .    caps prices for protected services, including residential and business
     basic exchange services, special access and switched access, through 1999;
     and
 .    permits revenue-neutral rate restructuring for noncompetitive services.

     The PPUC's order approving the Bell Atlantic-GTE merger extended the cap on
residential and business basic exchange services through 2003.

     The plan requires us to provide a Lifeline Service for residential
customers. The plan also requires deployment of a universal broadband network,
which must be completed in phases: 20% by 1998; 50% by 2004; and 100% by 2015.
Deployment must be reasonably balanced among urban, suburban and rural areas.

     In September 1999, the PPUC issued a decision in which it proposed to
require us to split into separate retail and wholesale corporations. The matter
was subsequently assigned to an administrative law judge of the PPUC for further
proceedings to determine the form and nature of the structural separation. In
January 2001, the Administrative Law Judge released a decision which recommends
that the PPUC order us to establish a separate retail affiliate within one year
of a final order by the PPUC. On March 22, 2001, the full PPUC rejected the
recommended decision and proposed that we adopt functional separation between
our retail and wholesale businesses, and abide by a code of conduct in our
operations between the retail and wholesale businesses. The PPUC also proposed
that we maintain the separate data affiliate it established when the FCC
approved the merger of Bell Atlantic and GTE. We have the option of rejecting
the functional separation proposal and we are weighing our options at this time.

Competition

     Legislative changes, including provisions of the 1996 Act discussed above
under the section "Telecommunications Act of 1996," regulatory changes and new
technology are continuing to expand the types of available communications
services and equipment and the number of competitors offering such services. We
anticipate that these industry changes, together with the rapid growth, enormous
size and global scope of these markets, will attract new entrants and encourage
existing competitors to broaden their offerings. 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. In addition, a number of major industry

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                           Verizon Pennsylvania Inc.

participants have announced mergers, acquisitions and joint ventures which could
substantially affect the development and nature of some or all of our markets.

Local Exchange Services

     The ability to offer local exchange services has historically been subject
to regulation by state regulatory commissions. Applications from competitors to
provide and resell local exchange services have been approved in the
jurisdiction in which we operate. 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
(competitive local exchange carriers, or CLECs) to:

     .    purchase service from the ILEC for resale to CLEC customers
     .    purchase unbundled network elements from the ILEC, and/or
     .    interconnect the CLEC's network with the ILEC's network.

     The 1996 Act provides for arbitration by the state public utility
commission if an ILEC and a CLEC are unable to reach agreement on the terms of
the arrangement sought by the CLEC.

     Our negotiations with various CLECs, and arbitrations before our state
regulator, have continued. We expect that these agreements, and the 1996 Act,
will continue to lead to substantially increased competition in our local
exchange markets in 2001 and subsequent years. We believe that this competition
will be both on a facilities basis and in the form of resale by CLECs of our
service. Under the various agreements and arbitrations discussed above, we are
generally required to sell our services to CLECs at discounts from the prices we
charge our retail customers.

IntraLATA Toll 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.
The state regulatory commission permits other carriers to offer intraLATA toll
services within the state.

     Until the implementation of "presubscription," we completed intraLATA toll
calls unless the customer dialed a code to access a competing carrier.
Presubscription changed this dialing method and enabled customers to make these
toll calls using another carrier without having to dial an access code. We
implemented presubscription in July 1997.

     Implementation of presubscription for intraLATA toll services has had a
material negative effect on intraLATA toll service revenues. However, the
negative effect has been partially mitigated by an increase in intraLATA network
access revenues.

Alternative Access

     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 potential sources of competition to our
wireline telecommunications services, especially as wireless carriers continue
to lower their prices to end-users. Wireless telephone services employ analog
and

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                           Verizon Pennsylvania Inc.

digital technology that allows customers to make and receive telephone calls
from any location using small handsets, and can also be used for data
transmission.

Public Telephone Services

     We face increasing competition in the provision of pay telephone services
from other providers. In addition, the growth of wireless communications
decreases usage of public telephones.

Operator Services

     Alternative operator services providers have entered into competition with
our operator services product line.

                                    EMPLOYEES

     As of December 31, 2000, we had approximately 12,400 employees.

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                           Verizon Pennsylvania 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:

                                                          2000             1999
--------------------------------------------------------------------------------
Central office equipment                                   45%              44%
Outside communications plant                               38               40
Land and buildings                                          7                7
Furniture, vehicles and other work equipment                7                7
Other                                                       3                2
                                                     ---------------------------
                                                          100%             100%
                                                     ===========================

     "Central office equipment" consists of switching equipment, transmission
equipment and related facilities. "Outside communications plant" consists
primarily of aerial 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 Pennsylvania, 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. Our network is in a transition from an analog to a
digital network, which provides the capabilities to furnish advanced data
transmission and information management services. At December 31, 2000,
approximately 97% of the access lines were served by digital capability.

                              CAPITAL EXPENDITURES

     We have been making and expect to continue to make significant capital
expenditures to meet the demand for communications services and to further
improve such services. Capital expenditures were approximately $1,160 million in
2000, $965 million in 1999 and $935 million in 1998. Capital expenditures
exclude additions under capital lease. Our total investment in plant, property
and equipment was approximately $11.9 billion at December 31, 2000, $11.1
billion at December 31, 1999, and $10.4 billion at December 31, 1998, 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).)

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                           Verizon Pennsylvania Inc.

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

          Not applicable.

Item 6.   Selected Financial Data

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

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                           Verizon Pennsylvania 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.

     The communications services we provide are subject to regulation by the
Pennsylvania Public Utility Commission (PPUC) with respect to intrastate rates
and services and certain other matters. For a further discussion of the company
and our regulatory plan, see Item 1 - "Description of Business."

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

     We reported net income of $464.4 million in 2000, compared to net income of
$482.3 million in 1999.

     Our results for 2000 and 1999 were affected by special items. The special
items in both periods include our allocated share of charges from Verizon
Services Corp. (Verizon Services), an affiliate that provides centralized
services on a contract basis.

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

<TABLE>
<CAPTION>
                                                                                                       (Dollars in Millions)
Years Ended December 31,                                                                           2000                1999
----------------------------------------------------------------------------------------------------------------------------
Operating Revenues
<S>                                                                                              <C>                  <C>
  Regulatory contingency                                                                         $   .8               $ ---
                                                                                      --------------------------------------

Operations and Support Expenses
  Bell Atlantic-GTE merger direct incremental costs                                                18.7                 ---
  Bell Atlantic-GTE merger severance costs                                                         20.0                 ---
  Bell Atlantic-GTE merger transition costs                                                        11.2                 ---
  Bell Atlantic-GTE merger related costs                                                             .3                 ---
  Bell Atlantic-NYNEX merger transition costs                                                       ---                25.3
  Other charges and special items                                                                  12.1                 ---
                                                                                      --------------------------------------
                                                                                                   62.3                25.3
                                                                                      --------------------------------------

Depreciation and Amortization
  Bell Atlantic-GTE merger other related actions                                                    2.3                 ---
                                                                                      --------------------------------------

Interest Expense
  Regulatory contingency                                                                             .3                 ---
                                                                                      --------------------------------------
Net impact on pre-tax income                                                                     $ 65.7               $25.3
                                                                                      ======================================
</TABLE>

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

Completion of Mergers

     On June 30, 2000, Bell Atlantic and GTE completed a merger under a
definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger qualified as a tax-free reorganization and has been
accounted for as a pooling-of-interests business combination. Under this method
of accounting, Bell Atlantic and GTE are treated as if they had always been
combined for accounting and financial reporting purposes.

     In August 1997, Bell Atlantic and NYNEX completed a merger of equals under
a definitive merger agreement entered into on April 21, 1996 and amended on July
2, 1996. Under the terms of the amended agreement, NYNEX became a wholly owned
subsidiary of Bell Atlantic. The merger qualified as a tax-free reorganization
and has been accounted for as a pooling-of-interests.

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                           Verizon Pennsylvania Inc.

Merger-Related Charges

Direct Incremental Costs

     Direct incremental costs related to the Bell Atlantic-GTE merger of $18.7
million (including $18.1 million allocated from Verizon Services) include
compensation, professional services and other costs. Compensation includes
retention payments to employees that were contingent on the close of the merger.
Professional services include investment banking, legal, accounting, consulting
and other advisory fees incurred to obtain federal and state regulatory
approvals and take other actions necessary to complete the merger. Other
includes costs incurred to obtain shareholder approval of the merger, register
securities and communicate with shareholders, employees and regulatory
authorities regarding merger issues. Substantially all of the Bell Atlantic-GTE
merger direct incremental costs have been paid as of December 31, 2000.

Employee Severance Costs

     Employee severance costs related to the Bell Atlantic-GTE merger of $20.0
million (including $13.1 million allocated from Verizon Services), as recorded
under SFAS No. 112, "Employers' Accounting for Postemployment Benefits,"
represent the benefit costs for the separation of management employees who are
entitled to benefits under pre-existing separation plans. The separations either
have or are expected to occur as a result of consolidations and process
enhancements within our company. Accrued postemployment benefit liabilities for
those employees are included in our balance sheets as a component of Accounts
Payable and Accrued Liabilities - Other.

Transition Costs

     In addition to the direct merger-related and severance costs discussed
above, from the date of the Bell Atlantic-GTE merger, we expect to incur
transition costs over the next several years related to the Bell Atlantic-GTE
merger. These costs will be incurred to integrate systems, consolidate real
estate, relocate employees and meet certain regulatory conditions of the merger.
They also include costs for advertising and other costs to establish the Verizon
brand. Transition costs related to the Bell Atlantic-GTE merger were $11.2
million in 2000 (including $10.8 million allocated from Verizon Services).

     In connection with the Bell Atlantic-NYNEX merger, we recorded transition
costs of $25.3 million in 1999 (including $23.6 million allocated from Verizon
Services) associated with integrating the operations of Bell Atlantic and NYNEX.

Other Initiatives

     During the second quarter of 2000, we also recorded a $2.6 million charge
for other actions in relation to the Bell Atlantic - GTE merger. This charge was
related to the write-off of duplicate assets.

Other Charges and Special Items

Regulatory Contingency

     In the second quarter of 2000, we recognized a charge for a regulatory
matter totaling $1.1 million. We recorded a reduction to operating revenue in
the amount of $.8 million and a charge to interest expense of $.3 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 our customers,
including interest.

Other Items

     In the second quarter of 2000, we recorded other charges and special items
totaling approximately $12.1 million. These charges included costs for the
write-off of accounts receivable, legal contingencies and other miscellaneous
items.

     These and other items affecting the comparison of our results of operations
for the years ended December 31, 2000 and 1999 are discussed in the following
sections.

Results of Operations

     We have one reportable segment, which provides domestic wireline
telecommunications services. You can find additional information about segment
reporting in Note 14 to the financial statements.

                                       10
<PAGE>

                           Verizon Pennsylvania Inc.

OPERATING REVENUE STATISTICS
----------------------------

<TABLE>
<CAPTION>
                                                                                     2000            1999       % Change
---------------------------------------------------------------------------------------------------------------------------
At Year-End
Access Lines in Service (in thousands)*
<S>                                                                                 <C>             <C>              <C>
  Residence                                                                         4,211           4,270            (1.4)%
  Business                                                                          2,357           2,359            (0.1)
  Public                                                                               69              71            (2.8)
                                                                             -------------------------------
                                                                                    6,637           6,700            (0.9)
                                                                             ===============================
For the Year
Access Minutes of Use (in millions)                                                26,341          26,453           (0.4)%
                                                                             ===============================
</TABLE>

* 1999 reflects a restatement of access lines in service

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

<TABLE>
<CAPTION>

Years Ended December 31                                                                              2000            1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>             <C>
Local services                                                                                     $1,924.1        $1,894.2
Network access services                                                                             1,208.1         1,130.6
Long distance services                                                                                264.6           298.5
Other services                                                                                        318.4           258.9
                                                                                            --------------------------------
Total                                                                                              $3,715.2        $3,582.2
                                                                                            ================================
</TABLE>

LOCAL SERVICES

                                                    Increase
--------------------------------------------------------------------------------
     2000 - 1999                               $29.9         1.6%
--------------------------------------------------------------------------------

     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.
Local services also includes wholesale revenues from unbundled network element
(UNE) platforms, certain data transport revenues, and wireless interconnection
revenues.

     Local service revenues increased in 2000 primarily due to higher customer
demand and usage of our value-added, inside wire maintenance, and data transport
and digital services. Growth in local service revenue was partially offset by
the effect of resold and UNE platforms.

NETWORK ACCESS SERVICES

                                                    Increase
--------------------------------------------------------------------------------
     2000 - 1999                               $77.5         6.9%
--------------------------------------------------------------------------------

     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 revenue growth in 2000 was mainly attributable to increased
demand for special access services, reflecting a greater utilization of our
network. Higher network usage by alternative providers of intraLATA toll
services and higher end-user revenues further contributed to the growth this
year. Network access revenues also included the effect of a reversal of an
accrual from a prior period as the result of the favorable resolution of a
regulatory matter.

                                       11
<PAGE>

                           Verizon Pennsylvania Inc.

     Volume-related growth was largely offset by price reductions associated
with federal and state price cap filings and other regulatory decisions. 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 will be in effect through June 2001. You can find additional
information on FCC rulemakings concerning federal access rates, universal
service and unbundling network elements in Item 1- "Description of Business,
Operations - FCC Regulation and Interstate Rates." In addition, revenue was
reduced by a special charge for a contingency associated with a regulatory
matter, as described in the Results of Operations section.

LONG DISTANCE SERVICES

                                                              (Decrease)
--------------------------------------------------------------------------------
     2000 - 1999                                         ($33.9)      (11.4%)
--------------------------------------------------------------------------------

     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 PPUC except where they cross state lines. Other long distance
services that we provide include 800 services, Wide Area Telephone Service
(WATS), and corridor services (between LATAs in Philadelphia and southern New
Jersey).

     The decline in long distance revenues in 2000 was principally caused by the
competitive effects of presubscription, which enables customers to make
intraLATA toll calls using a competing carrier without having to dial an access
code. The negative effect of presubscription on long distance revenues was
partially mitigated by increased network access services for usage of our
network by alternative service providers. In response to presubscription, we
have implemented customer win-back and retention initiatives that include toll
calling discount packages and product bundling offers.

OTHER SERVICES

                                                               Increase
--------------------------------------------------------------------------------
     2000  - 1999                                         $59.5        23.0%
--------------------------------------------------------------------------------

     Our other services include such services as billing and collections for
long distance carriers and affiliates, facilities rentals to affiliates and
nonaffiliates, collocation by competitive local exchange carriers, usage of
separately priced (unbundled) components of our network by competitive local
exchange carriers, public (coin) telephone, customer premises equipment (CPE)
and sales of materials and supplies to affiliates. Other services revenues also
include fees paid by customers for nonpublication of telephone numbers and
multiple white page listings and fees paid by an affiliate for usage of our
directory listings.

     Other services revenues increased in 2000 primarily due to higher payments
received from competitive local exchange carriers for interconnection of their
networks with our network and for the purchase of unbundled network elements.

                                       12
<PAGE>

                           Verizon Pennsylvania Inc.

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


OPERATIONS AND SUPPORT
                                                      Increase
--------------------------------------------------------------------------------
     2000 - 1999                                $63.9         3.4%
--------------------------------------------------------------------------------

     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 Verizon Services, rent, network software costs, operating taxes other than
income, the provision for uncollectible accounts receivable, and other costs.

     The increase in operations and support expenses was primarily attributable
to merger-related costs and other special items recorded in 2000. Operations and
support expenses were further increased by higher costs for contract services
and higher interconnection and related costs associated with reciprocal
compensation arrangements with competitive local exchange and other carriers to
terminate calls on their network. Annual salary and wage increases for
management and non-management employees also contributed to the increase in
expense.

     These increases were partially offset by a decline in pension and benefit
costs and lower gross receipts taxes. The decline in pension and benefit costs
was chiefly due to favorable pension plan investment returns and changes in
actuarial assumptions. These factors were partially offset by changes in certain
plan provisions, increased health care costs caused by inflation, as well as
benefit improvements provided for under new contracts with certain employees. In
2000, Verizon Communications executed new contracts with the unions representing
our certain employees. The contract with the Communications Workers of America
(CWA) provides for annual wage increases of 4 percent, 3 percent and 5 percent,
beginning in August 2000. Customer service representatives received an
additional 4 percent wage increase. Pension benefits for active employees will
increase by 5 percent on July 1, 2001, 5 percent on July 1, 2002 and 4 percent
on July 1, 2003. The contract includes team-based incentive awards for meeting
higher service, performance and other standards, increased funding for work and
family programs, improvements to health and other benefits and certain
provisions relating to overtime, access to work and employment security. In
addition, all CWA union-represented employees were granted options to purchase
100 shares of Verizon Communications' common stock.

     Verizon Communications also entered into a one-year extension of the
contract with International Brotherhood of Electrical Workers (IBEW) in 2000.
The contract, which will expire on August 2, 2003, provides for wage increases
of 1 percent in February 2001, 3 percent in August 2001, and 5 percent in August
2002. Pension benefits for active employees will increase by 3 percent on
January 1, 2001, 5 percent on July 1, 2001, 5 percent on July 1, 2002 and 4
percent on July 1, 2003. The contract also includes team-based incentive awards
for meeting higher service, performance and other standards, increased funding
for work and family programs, improvements to health and other benefits and
certain provisions relating to access to work and employment security. In
addition, all IBEW union-represented employees were also granted options to
purchase 100 shares of Verizon Communications' common stock.

DEPRECIATION AND AMORTIZATION

                                                    Increase
--------------------------------------------------------------------------------
     2000 - 1999                               $48.8         6.5%
--------------------------------------------------------------------------------

     Depreciation and amortization expense increased in 2000 principally due to
growth in depreciable telephone plant as a result of increased capital
expenditures for higher growth services. Depreciation and amortization was also
impacted by the recording of merger-related costs, as described in the Results
of Operations section. These factors were partially offset by the effect of
lower rates of depreciation and amortization.

                                       13
<PAGE>

                           Verizon Pennsylvania Inc.

OTHER INCOME AND (EXPENSE), NET

                                                   (Decrease)
--------------------------------------------------------------------------------
     2000 - 1999                              $(22.8)     (844.4)%
--------------------------------------------------------------------------------

     The change in other income and (expense), net, was primarily attributable
to losses recognized from our investment in Verizon Advanced Data Inc. under the
equity method. This change was partially offset by additional interest income
associated with the settlement of tax-related matters in 2000. An increase in
the income recognized from our investment in SMS/800 under the equity method and
nonperformance fees received from a vendor also offset the change, but to a
lesser extent.

INTEREST EXPENSE

                                                    Increase
--------------------------------------------------------------------------------
     2000 - 1999                               $11.7         9.6%
--------------------------------------------------------------------------------

     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 2000 primarily due to higher levels of
average short-term debt with an affiliate and higher interest rates associated
with this debt. Interest expense was also impacted by additional interest costs
associated with a regulatory contingency, as described in the Results of
Operations section. These factors were partially offset by higher capitalized
interest costs resulting from higher levels of average telephone plant under
construction.

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

EFFECTIVE INCOME TAX RATES

     For the Years Ended December 31
--------------------------------------------------------------------------------
     2000                                           42.4%
--------------------------------------------------------------------------------
     1999                                           41.2%
--------------------------------------------------------------------------------

     The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes and extraordinary
item. Our effective income tax rate was higher in 2000 principally due to equity
losses associated with our investment in Verizon Advanced Data Inc. for which we
do not recognize income tax benefits and non-recurring deferred income tax
expenses recorded in 2000.

     You can find a reconciliation of the statutory federal income tax rate to
the effective income tax rate for each period in Note 10 to the financial
statements.

OTHER MATTERS
-------------

Recent Accounting Pronouncements - Derivatives and Hedging Activities

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
statement requires that all derivatives be measured at fair value and recognized
as either assets or liabilities in our balance sheet. Changes in the fair values
of derivative instruments not used as hedges will be recognized in earnings
immediately. Changes in the fair values of derivative instruments used
effectively as hedges will be recognized either in earnings for hedges of
changes in fair value or in Other Comprehensive Income (Loss) for hedges of
changes in cash flows. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings.

                                       14
<PAGE>

                           Verizon Pennsylvania Inc.

     In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which amended SFAS No.
133. The amendments in SFAS No. 138 address certain implementation issues and
relate to such matters as the normal purchases and normal sales exception, the
definition of interest rate risk, hedging recognized foreign-currency-
denominated assets and liabilities, and intercompany derivatives.

     Effective January 1, 2001, we will adopt SFAS No. 133 and SFAS No. 138. The
initial impact of adoption on our financial statements will not be material. The
ongoing effect of adoption 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.

                                       15
<PAGE>

                           Verizon Pennsylvania Inc.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     We are exposed to interest rate risk in the normal course of our business.
We employ risk management strategies including the use of interest rate swap
agreements to manage this exposure. We do not hold derivatives for trading
purposes. Our objective in managing interest rate risk is to maintain a mix of
fixed and variable rate debt that will lower our overall borrowing costs within
reasonable risk parameters. 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
interest rate swap agreements are used to convert a portion of our debt
portfolio from a variable rate to a fixed rate.

     The following table summarizes the fair values of our long-term debt and
interest rate derivatives as of December 31, 2000 and 1999. 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.

<TABLE>
<CAPTION>
                                                                                                 December 31
                                                                                     -------------------------------------
(Dollars in Millions)                                                                       2000               1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>
Fair value of long-term debt and interest rate derivatives                              $1,422.1           $1,382.5
Fair value assuming a +100-basis-point shift                                             1,330.4            1,288.7
Fair value assuming a -100-basis-point shift                                             1,525.3            1,490.3
</TABLE>

     It is our policy to enter into interest rate swap agreements only to the
extent necessary to achieve the desired objectives of management in limiting our
exposure to interest rate risk. We do not hedge all of our interest rate risk
exposures in a manner that would completely eliminate the impact of changes in
interest rates on our net income. We do not expect that our results of
operations or liquidity will be materially affected by these risk management
activities.

Item 8.   Financial Statements and Supplementary Data

          The information required by this Item is set forth on Pages F-1
          through F-23.

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

          The information required by this item regarding a change in
          accountants is included in a Current Report on Form 8-K dated
          September 7, 2000.

                                    PART III

Item 10.  Directors and Executive Officers of 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

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

Item 13.  Certain Relationships and Related Transactions

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

                                     PART IV

                                       16
<PAGE>

                           Verizon Pennsylvania Inc.

Item 14.  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 Incorporation of the registrant, as amended and
                    restated on June 15, 1987. (Exhibit 3a to the registrant's
                    Annual Report on Form 10-K for the year ended December 31,
                    1987, File No. 1-6393.)

                    3a(i)   Articles of Amendment - Domestic Business
                            Corporation, dated October 30, 1992. (Exhibit 3a to
                            the registrant's Annual Report on Form 10-K for the
                            year ended December 31, 1992, File No. 1-6393.)

                    3a(ii)  Articles of Amendment - Domestic Business
                            Corporation, dated January 11, 1994 and filed
                            January 13, 1994. (Exhibit 3a(ii) to the
                            registrant's Annual Report on Form 10-K for the year
                            ended December 31, 1993, File No. 1-6393.)

                    3a(iii) Articles of Amendment - Domestic Business
                            Corporation, dated June 30, 2000. (Exhibit 3a(iii)
                            to the registrant's Quarterly Report on Form 10-Q
                            for the quarter ended June 30, 2000, File No.
                            1-6393.)

          3b        By-Laws of the registrant, as amended December 15, 1995.
                    (Exhibit 3b to the registrant's Annual Report on Form 10-K
                    for the year ended December 31, 1995, File No. 1-6393.)

                    3b(i)   Consent of Sole Stockholder of Verizon Pennsylvania
                            Inc., dated December 15, 1995. (Exhibit 3b(i) to the
                            registrant's Annual Report on Form 10-K for the year
                            ended December 31, 1995, File No. 1-6393.)

          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.

          10a       Agreement among Verizon Services Corp. and the Verizon
                    Communications Inc. telephone subsidiaries, dated November
                    7, 1983. (Exhibit 10b to Verizon Communications Inc. Annual
                    Report on Form 10-K for the year ended December 31, 1993,
                    File No. 1-8606.)

          23a       Consent of Independent Auditors.

          23b       Consent of Independent Accountants.

     (b)  Reports on Form 8-K:

               There were no Current Reports on Form 8-K filed during the
               quarter ended December 31, 2000.

                                       17
<PAGE>

                           Verizon Pennsylvania 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  Pennsylvania Inc.

Date:  March 30, 2001                   By  /s/  Edwin F. Hall
                                           -------------------------------
                                                 Edwin F. Hall
                                                 Chief Financial Officer
                                                 and 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 date indicated.

<TABLE>
<CAPTION>
Signature                                   Title                               Date
---------                                   -----                               ----
<S>                                         <C>                                 <C>
/s/ Daniel J. Whelan                        President and                       March 30, 2001
-----------------------------------         Chief Executive Officer
    Daniel J. Whelan                        and Director
                                            (Principal Executive Officer)

/s/ Edwin F. Hall                           Chief Financial Officer             March 30, 2001
------------------------------------        and Controller
    Edwin F. Hall                           (Principal Accounting
                                            and Financial Officer)

/s/ Julia A. Conover                        Director                            March 30, 2001
------------------------------------
    Julia A. Conover

/s/ Lynn W. Walker                          Director                            March 30, 2001
-----------------------------------
    Lynn W. Walker
</TABLE>

                                       18
<PAGE>

                           Verizon Pennsylvania Inc.

         Index to Financial Statements and Financial Statement Schedule



                                                                            Page
                                                                            ----
Report of Independent Auditors - Ernst & Young LLP ................          F-2

Report of Independent Accountants - PricewaterhouseCoopers LLP.....          F-3

Statements of Income
     For the years ended December 31, 2000, 1999 and 1998 .........          F-4

Balance Sheets - December 31, 2000 and 1999........................          F-5

Statements of Changes in Shareowner's Investment
     For the years ended December 31, 2000, 1999 and 1998 .........          F-7

Statements of Cash Flows
     For the years ended December 31, 2000, 1999 and 1998 .........          F-8

Notes to Financial Statements .....................................          F-9

Schedule II - Valuation and Qualifying Accounts
     For the years ended December 31, 2000, 1999 and 1998..........         F-23



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

                                      F-1
<PAGE>

                           Verizon Pennsylvania Inc.

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareowner
Verizon Pennsylvania Inc.

We have audited the accompanying balance sheet of Verizon Pennsylvania Inc. (the
Company) as of December 31, 2000 and the related statements of income,
shareowner's investment, and cash flows for the year then ended. Our audit also
included the financial statement schedule listed in the index at Item 14(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 audit.

We conducted our audit 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 audit provides 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 Pennsylvania Inc. at
December 31, 2000, and the results of its operations and its cash flows for the
year then ended, 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.



/s/  Ernst & Young LLP



New York, New York
February 1, 2001

                                      F-2
<PAGE>

                           Verizon Pennsylvania Inc.

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareowner of
Verizon Pennsylvania Inc.

In our opinion, the 1999 and 1998 financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Verizon Pennsylvania Inc. at December 31, 1999, and the results of
its operations and its cash flows for each of the two years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States of America. In addition, in our opinion, the 1999 and 1998
financial statement schedule listed in the accompanying index presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related financial statements. 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 financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion. We have not
audited the financial statements of Verizon Pennsylvania Inc. for any period
subsequent to December 31, 1999.

As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for computer software costs in accordance with AICPA
Statement of Position No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" effective January 1, 1999.



/s/ PricewaterhouseCoopers LLP



New York, New York
February 14, 2000

                                      F-3
<PAGE>

                           Verizon Pennsylvania Inc.

                              STATEMENTS OF INCOME
                         For the Years Ended December 31
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                                         2000            1999           1998
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>             <C>
OPERATING REVENUES (including $139.8, $108.9,
   and $96.5 from affiliates)                                                        $3,715.2        $3,582.2       $3,452.2
                                                                                ---------------------------------------------

OPERATING EXPENSES
   Operations and support  (including $728.7, $656.1
        and $752.5 to affiliates)                                                     1,955.9         1,892.0        1,931.5
   Depreciation and amortization                                                        799.1           750.3          708.3
                                                                                ---------------------------------------------
                                                                                      2,755.0         2,642.3        2,639.8
                                                                                ---------------------------------------------

OPERATING INCOME                                                                        960.2           939.9          812.4

OTHER INCOME AND (EXPENSE), NET (including $(31.9), $.8
   and $0 from affiliates)                                                              (20.1)            2.7            5.5

INTEREST EXPENSE (including $43.3, $24.3 and
   $26.6 to affiliate)                                                                  133.9           122.2          120.6
                                                                                ---------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES
   AND EXTRAORDINARY ITEM                                                               806.2           820.4          697.3

PROVISION FOR INCOME TAXES                                                              341.8           338.1          289.7
                                                                                ---------------------------------------------

INCOME BEFORE EXTRAORDINARY ITEM                                                        464.4           482.3          407.6

EXTRAORDINARY ITEM
   Early extinguishment of debt, net of tax                                               ---             ---           (1.8)
                                                                                ---------------------------------------------

NET INCOME                                                                            $ 464.4         $ 482.3        $ 405.8
                                                                                =============================================
</TABLE>

                       See Notes to Financial Statements.

                                      F-4
<PAGE>

                           Verizon Pennsylvania Inc.

                                 BALANCE SHEETS
                              (Dollars in Millions)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                                                    December 31
                                                                                      --------------------------------------
                                                                                                 2000                1999
----------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
<S>                                                                                            <C>                 <C>
Cash                                                                                           $  ---              $  2.7
Short-term investments                                                                           65.2                63.1
Accounts receivable:
  Trade and other, net of allowances for uncollectibles of $66.9 and $60.9                      663.7               651.3
  Affiliates                                                                                     28.8                32.2
Material and supplies                                                                            17.4                19.6
Prepaid expenses                                                                                 32.5                41.2
Deferred income taxes                                                                            84.8                75.8
Other                                                                                            99.4                 5.2
                                                                                      --------------------------------------
                                                                                                991.8               891.1
                                                                                      --------------------------------------

PLANT, PROPERTY AND EQUIPMENT                                                                11,908.4            11,116.0
Less accumulated depreciation                                                                 7,137.4             6,656.3
                                                                                      --------------------------------------
                                                                                              4,771.0             4,459.7
                                                                                      --------------------------------------

PREPAID PENSION ASSET                                                                           172.2                14.7
                                                                                      --------------------------------------

OTHER ASSETS                                                                                    422.1                86.7
                                                                                      --------------------------------------

TOTAL ASSETS                                                                                 $6,357.1            $5,452.2
                                                                                      ======================================
</TABLE>

                       See Notes to Financial Statements.

                                      F-5
<PAGE>

                           Verizon Pennsylvania Inc.

                                 BALANCE SHEETS
                 (Dollars in Millions, Except Per Share Amount)

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

<TABLE>
<CAPTION>
                                                                                                  December 31
                                                                                    -----------------------------------------
                                                                                                 2000                 1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                  <C>
CURRENT LIABILITIES Debt maturing within one year:
   Note payable to affiliate                                                                  $ 935.1              $ 510.5
   Other                                                                                         50.4                176.6
Accounts payable and accrued liabilities:
   Affiliates                                                                                   133.1                275.3
   Other                                                                                        598.3                593.7
Other current liabilities                                                                       183.9                 88.8
                                                                                    -----------------------------------------
                                                                                              1,900.8              1,644.9
                                                                                    -----------------------------------------

LONG-TERM DEBT                                                                                1,379.1              1,253.7
                                                                                    -----------------------------------------

EMPLOYEE BENEFIT OBLIGATIONS                                                                    581.8                595.3
                                                                                    -----------------------------------------

DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes                                                                           390.1                217.7
Unamortized investment tax credits                                                               24.1                 26.1
Other                                                                                           270.9                108.4
                                                                                    -----------------------------------------
                                                                                                685.1                352.2
                                                                                    -----------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 4 and 13)

SHAREOWNER'S INVESTMENT
Common stock - $20 par value per share                                                        1,594.7              1,594.7
   Authorized shares:     80,210,000
   Outstanding shares:    79,732,681
Contributed capital                                                                                .7                   .7
Reinvested earnings                                                                             214.9                 10.9
Accumulated other comprehensive loss                                                              ---                  (.2)
                                                                                    -----------------------------------------
                                                                                              1,810.3              1,606.1
                                                                                    -----------------------------------------

TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                                                $6,357.1             $5,452.2
                                                                                    =========================================
</TABLE>

                       See Notes to Financial Statements.

                                      F-6
<PAGE>

                           Verizon Pennsylvania Inc.

                STATEMENTS OF CHANGES IN SHAREOWNER'S INVESTMENT
                         For the Years Ended December 31
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                                2000               1999               1998
-----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
<S>                                                                         <C>                <C>                <C>
   Balance at beginning of year                                             $1,594.7           $1,594.7           $1,594.7
                                                                     --------------------------------------------------------
   Balance at end of year                                                    1,594.7            1,594.7            1,594.7
                                                                     --------------------------------------------------------

CONTRIBUTED CAPITAL
   Balance at beginning of year                                                   .7                 .7                 .7
                                                                     --------------------------------------------------------
   Balance at end of year                                                         .7                 .7                 .7
                                                                     --------------------------------------------------------

REINVESTED EARNINGS/(ACCUMULATED DEFICIT)
   Balance at beginning of year                                                 10.9             (252.9)            (396.8)
   Net income                                                                  464.4              482.3              405.8
   Dividends paid to Verizon Communications                                   (261.4)            (218.7)            (263.1)
   Other                                                                         1.0                 .2                1.2
                                                                     --------------------------------------------------------
   Balance at end of year                                                      214.9               10.9            (252.9)
                                                                     --------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE LOSS
   Balance at beginning of year                                                  (.2)               (.5)               ---
   Minimum pension liability adjustment                                           .2                 .3                (.5)
                                                                     --------------------------------------------------------
   Balance at end of year                                                        ---                (.2)               (.5)
                                                                     --------------------------------------------------------

TOTAL SHAREOWNER'S INVESTMENT                                               $1,810.3           $1,606.1           $1,342.0
                                                                     ========================================================

COMPREHENSIVE INCOME
   Net income                                                                $ 464.4            $ 482.3            $ 405.8
   Minimum pension liability adjustment                                           .2                 .3                (.5)
                                                                     --------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                   $ 464.6            $ 482.6            $ 405.3
                                                                     ========================================================
</TABLE>

                       See Notes to Financial Statements.

                                      F-7
<PAGE>

                           Verizon Pennsylvania Inc.

                            STATEMENTS OF CASH FLOWS
                         For the Years Ended December 31
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                                    2000             1999             1998
-----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>              <C>             <C>
Net income                                                                       $ 464.4          $ 482.3         $ 405.8
Adjustments to reconcile net income to net cash provided by
   Operating activities:
     Depreciation and amortization                                                 799.1            750.3           708.3
     Extraordinary item, net of tax                                                  ---              ---             1.8
     Employee retirement benefits                                                 (159.5)           (78.7)          (53.8)
     Deferred income taxes, net                                                    176.0            111.8            17.9
     Provision for uncollectible accounts                                           59.1             44.3            43.1
     Equity loss/(income) from affiliate                                            31.9              (.8)            ---
     Dividends received from affiliate                                               1.0               .8             ---
     Changes in current assets and liabilities:
       Accounts receivable                                                         (68.1)           (75.6)          (73.3)
       Material and supplies                                                         2.2              2.1             1.4
       Other assets                                                                (85.5)           (32.7)           24.8
       Accounts payable and accrued liabilities                                    (91.4)            37.8           (31.2)
       Other current liabilities                                                    95.1              2.2            11.2
     Other items, net                                                             (143.0)           (24.4)          (79.1)
                                                                           --------------------------------------------------
Net cash provided by operating activities                                        1,081.3          1,219.4           976.9
                                                                           --------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments                                                (65.2)           (63.1)          (83.8)
Proceeds from sale of short-term investments                                        63.1             56.1            86.0
Capital expenditures                                                            (1,159.5)          (964.9)         (934.8)
Other, net                                                                         (93.8)           (38.8)            ---
                                                                           --------------------------------------------------
Net cash used in investing activities                                          (1,255.4)         (1,010.7)         (932.6)
                                                                           --------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings                                                             ---              ---           124.1
Early extinguishment of debt                                                         ---              ---          (125.0)
Principal repayments of capital lease obligations                                   (1.4)            (1.2)           (1.2)
Net change in note payable to affiliate                                            424.6             16.9           215.9
Dividends paid                                                                    (261.4)          (218.7)         (263.1)
Net change in outstanding checks drawn on controlled
   Disbursement accounts                                                             9.6             (3.0)            5.0
                                                                           --------------------------------------------------
Net cash provided by/(used in) financing activities                                171.4           (206.0)          (44.3)
                                                                           --------------------------------------------------

NET CHANGE IN CASH                                                                  (2.7)             2.7             ---

CASH, BEGINNING OF YEAR                                                              2.7              ---             ---
                                                                           --------------------------------------------------

CASH, END OF YEAR                                                                $  ---            $  2.7          $  ---
                                                                           ==================================================
</TABLE>

                       See Notes to Financial Statements.

                                      F-8
<PAGE>

                            Verizon Pennsylvania Inc.

                          NOTES TO FINANCIAL STATEMENTS

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

     Verizon Pennsylvania Inc. is a wholly owned subsidiary of Verizon
Communications Inc. (Verizon Communications). We presently serve a territory
consisting of five Local Access and Transport Areas (LATAs) in the state of
Pennsylvania. We have one reportable segment which provides domestic wireline
telecommunications services. We currently provide two basic types of
telecommunications services. First, we transport telecommunications traffic
between subscribers located within the same LATA (intraLATA service), including
both local and long distance services. Local service includes voice and data
transport, enhanced and custom calling features, directory assistance and
private lines. Long distance service includes message toll service within LATA
boundaries and intraLATA Wide Area Toll Service/800 services. We also earn long
distance revenues from the provision of telecommunications service between LATAs
(interLATA service) in the corridor between southern New Jersey and
Philadelphia. Second, we provide exchange access service, which links a
subscriber's telephone or other equipment to the transmission facilities of
interexchange carriers which, in turn, provide interLATA telecommunications
service to their customers. We also provide exchange access service to
interexchange carriers which provide intrastate intraLATA long distance
telecommunications service, as well as local exchange access to competitive
local exchange carriers for calls within a LATA. Other services we provide
include customer premises wiring and maintenance, billing and collection and pay
telephone services.

Basis of Presentation

     We prepare our financial statements under 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.

     We have a 3.28% 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.

     Our investment in Verizon Advanced Data Inc. (VADI), an affiliated company
which provides new exchange access services, is accounted for using the equity
method of accounting. At December 31, 2000, our ownership interest in VADI was
26.67%.

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

Revenue Recognition

     We recognize revenues 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 adopted the provisions of the Securities and Exchange Commission (SEC)
Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements," in the fourth quarter, retroactive to January 1, 2000, as required
by the SEC. As a result of the adoption of SAB No. 101, we now defer
nonrecurring service activation revenues and costs and amortize them over the
expected term of the customer relationship. Previously, these revenues and costs
were recognized when the activation service was performed. This change in
accounting did not have a material impact on our results of operations for 2000.
Our balance sheet at December 31, 2000 includes deferred activation costs as a
component of Current assets - other ($87.1 million) and Other Assets ($154.8
million) and deferred activation revenues as a component of Current liabilities
- other ($87.1 million) and Deferred credits and other liabilities - other
($154.8 million).

Maintenance and Repairs

     We charge the cost of maintenance and repairs, including the cost of
replacing minor items not constituting substantial betterments, to Operations
and Support Expenses.

                                      F-9
<PAGE>

                           Verizon Pennsylvania Inc.

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 state plant, property, and equipment at historical 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, 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
     Central office equipment                                 5 - 10
     Outside communications plant                            15 - 50
     Furniture, vehicles and other                            3 - 12

     When we replace or retire depreciable telephone plant, we deduct the
carrying amount of such plant from the respective accounts and charge
accumulated depreciation.

     We 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 expense.

Computer Software Costs

     We capitalize the cost of internal-use 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
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 internal-use software. Capitalized
computer software costs are amortized using the straight-line method over a
period of 3 to 5 years. The effect of adopting SOP No. 98-1 for Verizon
Communications was an increase in net income of approximately $560 million in
1999.

     Prior to adopting SOP No. 98-1, we capitalized initial right-to-use fees
for central office switching equipment, including initial operating system and
initial application software costs. For non-central office equipment, only the
initial operating system software was capitalized. Subsequent additions,
modifications, or upgrades of initial software programs, whether operating or
application packages, were expensed as incurred.

Interest Rate Swap Agreements

     We periodically enter into interest rate swap agreements to manage our
exposure to fluctuations in interest rates. Interest rate swap agreements that
qualify as hedges are accounted for under the accrual method. An instrument
qualifies as a hedge if it effectively modifies and/or hedges the interest rate
characteristics of the underlying fixed or variable rate debt. Under the accrual
method, no amounts are recognized in our balance sheets related to the principal
balances. The interest differential to be paid or received, which is accrued as
interest rates change, is recognized as an adjustment to Interest Expense over
the lives of the agreements. These interest accruals are recorded in Current
Assets and Current Liabilities in

                                      F-10
<PAGE>

                           Verizon Pennsylvania Inc.

our balance sheets. If we terminate an agreement, the gain or loss is recorded
as an adjustment to the basis of the underlying liability and amortized over the
remaining original life of the agreement. If the underlying liability matures,
or is extinguished and the related derivative is not terminated, that derivative
would no longer qualify for accrual accounting. In this situation, the
derivative is accounted for at fair value, and changes in the value are recorded
in income.

Income Taxes

     Verizon Communications 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 Statement of Financial Accounting Standards (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.

Advertising Costs

     We expense advertising costs as they are incurred.

Stock-Based Compensation

     We participate in stock-based employee compensation plans sponsored by
Verizon Communications. Verizon Communications accounts for stock-based employee
compensation plans under Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations and
follows the disclosure-only provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation."

Employee Benefit Plans

     We participate in the Verizon Communications 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.

Recent Accounting Pronouncements - Derivatives and Hedging Activities

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
statement requires that all derivatives be measured at fair value and recognized
as either assets or liabilities in our balance sheet. Changes in the fair values
of derivative instruments not used as hedges will be recognized in earnings
immediately. Changes in the fair values of derivative instruments used
effectively as hedges will be recognized either in earnings for hedges of
changes in fair value or in Other Comprehensive Income (Loss) for hedges of
changes in cash flows. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings.

     In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which amended SFAS No.
133. The amendments in SFAS No. 138 address certain implementation issues and
relate to such matters as the normal purchases and normal sales exception, the
definition of interest rate risk, hedging recognized
foreign-currency-denominated assets and liabilities, and intercompany
derivatives.

     Effective January 1, 2001, we will adopt SFAS No. 133 and SFAS No. 138. The
initial impact of adoption on our financial statements will not be material. The
ongoing effect of adoption 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.

                                      F-11
<PAGE>

                           Verizon Pennsylvania Inc.

2.   COMPLETION OF MERGERS

     On June 30, 2000, Bell Atlantic and GTE completed a merger under a
definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger qualified as a tax-free reorganization and has been
accounted for as a pooling-of-interests business combination. Under this method
of accounting, Bell Atlantic and GTE are treated as if they had always been
combined for accounting and financial reporting purposes.

     In August 1997, Bell Atlantic and NYNEX completed a merger of equals under
a definitive merger agreement entered into on April 21, 1996 and amended on July
2, 1996. Under the terms of the amended agreement, NYNEX became a wholly owned
subsidiary of Bell Atlantic. The merger qualified as a tax-free reorganization
and has been accounted for as a pooling-of-interests.

     The following table summarizes the one-time charges incurred for each
merger. Amounts for 2000 pertain to the Bell Atlantic-GTE merger. Transition
costs for 1999 and 1998 pertain to the Bell Atlantic-NYNEX merger.

<TABLE>
<CAPTION>
                                                                                           (Dollars in Millions)
  Years Ended December 31,                                                              2000          1999           1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>            <C>
  Direct incremental costs                                                             $18.7         $ ---          $ ---
  Employee severance costs                                                              20.0           ---            ---
  Transition costs                                                                      11.2          25.3           18.1
                                                                              ---------------------------------------------
  Total Merger-Related Costs                                                           $49.9         $25.3          $18.1
                                                                              =============================================
</TABLE>

     The following table provides a reconciliation of the liabilities associated
with Bell Atlantic-GTE merger-related costs, Bell Atlantic-NYNEX merger-related
costs and other charges and special items described below:

<TABLE>
<CAPTION>
                                                                                                               (Dollars in Millions)

                                                        1998                          1999                                     2000
                      --------------------------------------------------------------------------------------------------------------
                                               Asset                         Asset          Charged to                Asset
                      Beginning           Write-offs  End of            Write-offs  End of  Expense or           Write-offs  End of
                        of Year Payments   and Other    Year  Payments   and Other    Year     Revenue  Payments  and Other    Year
                      --------------------------------------------------------------------------------------------------------------

Merger-Related
<S>                        <C>      <C>         <C>     <C>       <C>         <C>     <C>        <C>      <C>         <C>      <C>
Direct incremental
 costs                    $ ---    $ ---        $---   $ ---     $ ---       $ ---   $ ---      $ 18.7    $(18.7)     $ ---   $ ---
Employee severance
 costs                     36.8     (5.1)        4.8    36.5      (1.6)       (3.5)   31.4        20.0     (13.5)      (8.7)   29.2
Other Initiatives
Write-off of duplicate
 assets                     ---      ---         ---     ---       ---         ---     ---         2.6       ---        ---     2.6
Other charges and
 special items             34.8     (5.3)        ---    29.5       ---        (5.0)   24.5         ---       ---      (14.5)   10.0
                      --------------------------------------------------------------------------------------------------------------

                          $71.6   $(10.4)       $4.8   $66.0     $(1.6)      $(8.5)  $55.9       $41.3    $(32.2)    $(23.2)  $41.8
                      --------------------------------------------------------------------------------------------------------------

</TABLE>

Merger-Related Charges

Direct Incremental Costs

     Direct incremental costs related to the Bell Atlantic-GTE merger of $18.7
million (including $18.1 million allocated from Verizon Services) include
compensation, professional services and other costs. Compensation includes
retention payments to employees that were contingent on the close of the merger.
Professional services include investment banking, legal, accounting, consulting
and other advisory fees incurred to obtain federal and state regulatory
approvals and take other actions necessary to complete the merger. Other
includes costs incurred to obtain shareholder approval of the merger, register
securities and communicate with shareholders, employees and regulatory
authorities regarding merger issues. Substantially all of the Bell Atlantic-GTE
merger direct incremental costs have been paid as of December 31, 2000.

Employee Severance Costs

     Employee severance costs related to the Bell Atlantic-GTE merger of $20.0
million (including $13.1 million allocated from Verizon Services), as recorded
under SFAS No. 112, "Employers' Accounting for Postemployment Benefits,"
represent the benefit costs for the separation of management employees who are
entitled to benefits under pre-existing separation plans. The separations either
have or are expected to occur as a result of consolidations and process
enhancements within our company. Accrued postemployment benefit liabilities for
those employees are included in our balance sheets as a component of Accounts
Payable and Accrued Liabilities - Other.

     In 1997, employee severance costs related to the Bell Atlantic-NYNEX merger
were approximately $19 million (including approximately $12 million allocated
from Verizon Services), as recorded under SFAS No. 112 and relate to the

                                      F-12
<PAGE>

                           Verizon Pennsylvania Inc.

separation of management employees during 1999, 1998 and 1997. Accrued
postemployment benefit liabilities were included in our balance sheets as a
component of Employee Benefit Obligations at December 31, 1999. There is no
remaining severance liability as of December 31, 2000.

Transition Costs

     In addition to the direct merger-related and severance costs discussed
above, from the date of the Bell Atlantic-GTE merger, we expect to incur
transition costs over the next several years related to the Bell Atlantic-GTE
merger. These costs will be incurred to integrate systems, consolidate real
estate, relocate employees and meet certain regulatory conditions of the merger.
They also include costs for advertising and other costs to establish the Verizon
brand. Transition costs related to the Bell Atlantic-GTE merger were $11.2
million in 2000 (including $10.8 million allocated from Verizon Services).

     In connection with the Bell Atlantic-NYNEX merger, we recorded transition
costs of $25.3 million in 1999 (including $23.6 million allocated from Verizon
Services) and $18.1 million in 1998 (including $13.6 million allocated from
Verizon Services) associated with integrating the operations of Bell Atlantic
and NYNEX.

Other Initiatives

     During the second quarter of 2000, we also recorded a $2.6 million charge
for other actions in relation to the Bell Atlantic - GTE merger. This charge was
related to the write-off of duplicate assets.

     During 1997, we recorded other charges and special items totaling
approximately $103 million (pre-tax) in connection with consolidating operations
and combining organizations, and for other special items arising during the
year. These charges were comprised of the following significant items.

Write-down of Assets and Real Estate Consolidation

     In the third quarter of 1997, we recorded pre-tax charges of approximately
$64 million for the write-down of obsolete fixed assets and for the cost of
consolidating redundant real estate properties. As part of the Bell Atlantic-
NYNEX merger integration planning, a review was conducted of the carrying values
of long-lived assets. This review included estimating remaining useful lives and
cash flows and identifying assets to be abandoned. As a result of these reviews,
we recorded a charge of approximately $41 million for the write-off of assets.
These assets primarily included computers and other equipment used to transport
data for internal purposes. None of these assets are being held for disposal.

     In connection with the Bell Atlantic-NYNEX merger integration efforts, Bell
Atlantic consolidated real estate to achieve a reduction in the total square
footage of building space that it utilizes. We recorded a charge of
approximately $23 million in the third quarter of 1997 related to this
initiative.

Regulatory Contingencies and Other Special Items

     In 1997, we also recorded reductions to operating revenues and charges to
operating expenses totaling approximately $39 million (pre-tax), which consisted
of the following:

     .    Revenue reductions consisted of approximately $24 million for federal
          regulatory matters. These matters relate to specific issues that are
          currently under investigation by federal regulatory commissions. We
          believe that it is probable that the ultimate resolution of these
          pending matters will result in refunds to our customers.

     .    Charges to operating expenses totaled approximately $15 million for a
          state regulatory audit issue. This contingency was accounted for under
          the rules of SFAS No. 5 "Accounting for Contingencies."

                                      F-13
<PAGE>

                           Verizon Pennsylvania Inc.

3.   PLANT, PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                                                 December 31
                                                                                    --------------------------------------
(Dollars in Millions)                                                                             2000               1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                <C>
Land                                                                                           $  34.9            $  34.6
Buildings                                                                                        852.0              777.2
Central office equipment                                                                       5,393.6            4,888.0
Outside communications plant                                                                   4,515.0            4,374.1
Furniture, vehicles and other work equipment                                                     784.5              793.8
Other                                                                                            132.5              103.4
Construction-in-progress                                                                         195.9              144.9
                                                                                    --------------------------------------
                                                                                              11,908.4           11,116.0
Accumulated depreciation                                                                      (7,137.4)          (6,656.3)
                                                                                    --------------------------------------
Total                                                                                         $4,771.0           $4,459.7
                                                                                    ======================================
</TABLE>

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 2000 and $.3 million in 1998. We did not incur any initial
capital lease obligations in 1999.

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

<TABLE>
<CAPTION>

                                                                                                 December 31
                                                                                    --------------------------------------
(Dollars in Millions)                                                                            2000                1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                 <C>
Capital leases                                                                                  $16.2               $23.4
Accumulated amortization                                                                         (9.4)              (15.6)
                                                                                    --------------------------------------
Total                                                                                           $ 6.8               $ 7.8
                                                                                    ======================================
</TABLE>

     Total rent expense amounted to $49.5 million in 2000, $49.8 million in 1999
and $54.5 million in 1998. Of these amounts, $15.4 million in 2000, $15.3
million in 1999 and $23.2 million in 1998, were lease payments to affiliated
companies.

     This table displays the aggregate minimum rental commitments under
noncancelable leases for the periods shown at December 31, 2000:

<TABLE>
<CAPTION>
(Dollars in Millions)
Years                                                                                Capital Leases     Operating Leases
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                 <C>
2001                                                                                          $1.4                $23.3
2002                                                                                           1.4                 21.9
2003                                                                                           1.4                 21.4
2004                                                                                           1.4                 21.3
2005                                                                                           1.6                  8.6
Thereafter                                                                                    13.9                  1.9
                                                                                    --------------------------------------
Total minimum rental commitments                                                              21.1                $98.4
                                                                                                       ===================
Less interest and executory costs                                                              9.9
                                                                                    ------------------
Present value of minimum lease payments                                                       11.2
Less current installments                                                                      0.4
                                                                                    ------------------
Long-term obligation at December 31, 2000                                                    $10.8
                                                                                    ==================
</TABLE>

                                      F-14
<PAGE>

                           Verizon Pennsylvania Inc.

5.   DEBT

Debt Maturing Within One Year

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

<TABLE>
<CAPTION>
(Dollars in Millions)                                                                                   2000         1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>           <C>
Note payable to affiliate (VNFC)                                                                     $935.1        $510.5
Long-term debt maturing within one year                                                                50.4         176.6
                                                                                               ---------------------------
Total debt maturing within one year                                                                  $985.5        $687.1
                                                                                               ===========================

Weighted average interest rate for note payable outstanding at year-end                                6.6%          5.9%
                                                                                               ===========================
</TABLE>

     We have a contractual agreement with an affiliated company, Verizon Network
Funding Corporation (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 Communications' network services
subsidiaries, including us, and invests funds in temporary investments on their
behalf.

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:

<TABLE>
<CAPTION>
                                                                         Interest
Description                                                                  Rate     Maturity         2000         1999
--------------------------------------------------------------------------------------------------------------------------
                                                                                                  (Dollars in Millions)
<S>                                                                        <C>            <C>         <C>          <C>
Forty year debenture                                                       4 3/4%         2001        $ 50.0       $ 50.0
Ten year debenture                                                         6 5/8          2002         100.0        100.0
Forty year debenture                                                       4 3/8          2003          50.0         50.0
Ten year debenture                                                         6 1/8          2003         150.0        150.0
Fifteen year debenture                                                     7 3/8          2007         150.0        150.0
Forty year debenture                                                       6 3/4          2008         100.0        100.0
Forty year debenture                                                       7 1/8          2012          75.0         75.0
Thirty year debenture                                                       7.70          2023         100.0        100.0
Thirty year debenture                                                         6           2028         125.0        125.0
Forty year debenture                                                       8.35           2030         175.0        175.0
Forty year debenture                                                       8 3/4          2031         125.0        125.0
Forty year debenture                                                       7 3/8          2033         225.0        225.0
                                                                                                --------------------------
                                                                                                     1,425.0      1,425.0
Unamortized discount and premium, net                                                                   (6.7)        (7.2)
Capital lease obligations - average rate 9.3% and 9.3%                                                  11.2         12.5
                                                                                                --------------------------
Total long-term debt, including current maturities                                                   1,429.5      1,430.3
Less maturing within one year                                                                           50.4        176.6
                                                                                                --------------------------
Total long-term debt                                                                                $1,379.1     $1,253.7
                                                                                                ==========================
</TABLE>

     Our long-term debt outstanding at December 31, 2000 includes $275.0 million
that is callable. The call prices range from 101.23% to 100.0% of face value,
depending upon the remaining term to maturity of the issue. In addition, $175.0
million of our long-term debt, bearing interest at 8.35%, will become redeemable
at the option of the holders on December 15, 2002. The redemption prices will be
100.0% of face value plus accrued interest.

     In 1998, we recorded an extraordinary charge associated with the early
extinguishment of $125.0 million of 7.5% debentures due in 2013. This charge
reduced net income by $1.8 million (net of an income tax benefit of $1.3
million). In 1998, we also issued $125.0 million of 6% debentures due in 2028.

                                      F-15
<PAGE>

                           Verizon Pennsylvania Inc.

6.   FINANCIAL INSTRUMENTS

Interest Rate Swap Agreements

     We have entered into interest rate swap agreements to adjust the interest
rate profile of our debt portfolio and allow us to achieve a targeted mix of
floating and fixed rate debt. These interest rate swap agreements have not
significantly affected our relative proportion of variable and fixed interest
expense.

     The following table provides additional information about our interest rate
swap agreements. The notional amounts shown below are used to calculate interest
payments to be exchanged. These amounts are not actually paid or received, nor
are they a measure of our potential gains or losses from market risks. They do
not represent our exposure in the event of nonperformance by a counterparty or
our future cash requirements.

<TABLE>
<CAPTION>
(Dollars in Millions)                                                   Notional                     Weighted Average Rate
Pay Fixed:                                                                Amount    Maturities         Receive         Pay
---------------------------------------------------------------------------------------------------------------------------
December 31:
<S>                                                                      <C>         <C>                  <C>         <C>
2000                                                                     $ 150.0     2001-2005            6.5%        6.1%
1999                                                                       150.0     2001-2005            6.0         6.1
</TABLE>

Concentrations of Credit Risk

     Financial instruments that subject us to concentrations of credit risk
consist primarily of short-term investments, trade receivables and interest rate
swap agreements. 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 $266.8 million in 2000, $340.8 million in 1999 and
$311.5 million in 1998.

     The counterparties to the interest rate swap agreements are major financial
institutions. These financial institutions have been accorded high ratings by
primary rating agencies. We limit the dollar amount of contracts entered into
with any one financial institution and monitor the credit ratings of these
counterparties. We generally do not give or receive collateral on interest rate
swap agreements due to our credit rating and those of our counterparties. While
we may be exposed to credit losses due to the nonperformance of our
counterparties, we consider the risk remote and do not expect the settlement of
these transactions to have a material effect on our results of operations or
financial condition.

Fair Values of Financial Instruments

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

<TABLE>
<CAPTION>
Financial Instrument                                    Valuation Method
-------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Note payable to affiliate (VNFC) and short-term         Carrying amounts
  investments

Debt (excluding capital leases)                         Future cash flows discounted at current rates

Interest rate swap agreements                           Future cash flows discounted at current rates
</TABLE>

<TABLE>
<CAPTION>
                                                                      2000                             1999
                                                        ------------------------------------------------------------------
                                                               Carrying                         Carrying
                                                                 Amount       Fair Value          Amount       Fair Value
--------------------------------------------------------------------------------------------------------------------------
                                                                              (Dollars in Millions)
<S>                                                            <C>              <C>             <C>              <C>
Debt                                                           $2,353.4         $2,356.1        $1,928.3         $1,896.7
Interest rate swap agreements                                      ----              1.1            ----             (3.7)
</TABLE>

                                      F-16
<PAGE>

                           Verizon Pennsylvania Inc.

7.   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, net of income tax expense
(benefit), is as follows:

<TABLE>
<CAPTION>
                                                                                          Years ended December 31
                                                                                   ---------------------------------------
(Dollars in Millions)                                                                     2000          1999         1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>         <C>
Other comprehensive income (loss):
  Minimum pension liability adjustment (net of income taxes of $.1, $.2 and $(.3))        $ .2          $ .3        $ (.5)
                                                                                   ---------------------------------------
                                                                                          $ .2          $ .3        $ (.5)
                                                                                   =======================================
</TABLE>

     Accumulated other comprehensive loss is comprised of the following:

<TABLE>
<CAPTION>
                                                                                                       December 31
                                                                                                 -------------------------
(Dollars in Millions)                                                                                   2000         1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>          <C>
Accumulated other comprehensive loss:
  Minimum pension liability adjustment                                                                 $ ---        $ (.2)
                                                                                                 -------------------------
                                                                                                       $ ---        $ (.2)
                                                                                                 =========================
</TABLE>

8.   STOCK INCENTIVE PLANS

     We participate in stock-based compensation plans sponsored by Verizon
Communications. Verizon Communications applies APB Opinion No. 25 and related
interpretations in accounting for the plans and has adopted the disclosure-only
provisions of SFAS No. 123. If Verizon Communications had elected to recognize
compensation expense based on the fair value at the grant dates for 1998 and
subsequent awards consistent with the provisions of SFAS No. 123, our net income
would have been changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                              Years ended December 31
                                                                                        ----------------------------------
(Dollars in Millions)                                                                     2000          1999         1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>          <C>
Net income:
  As reported                                                                           $464.4        $482.3       $405.8
  Pro forma                                                                              457.1         477.6        400.8
</TABLE>

     The pro forma net income amounts were determined using the Black-Scholes
option-pricing model based on the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                                                          2000          1999         1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>          <C>
Dividend yield                                                                            3.3%          3.4%         3.9%
Expected volatility                                                                      27.5%         20.0%        18.4%
Risk-free interest rate                                                                   6.2%          5.3%         5.6%
Expected lives (in years)                                                                  6             6            6
</TABLE>

     The weighted average value of options granted was $13.09 per option during
2000, $11.58 per option during 1999 and $7.36 per option during 1998.

9.   EMPLOYEE BENEFITS

     We participate in the Verizon Communications benefit plans. Verizon
Communications maintains noncontributory defined benefit pension plans for
substantially all employees. The postretirement healthcare 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 and to encourage employees to acquire and maintain an equity
interest in Verizon Communications.

                                      F-17
<PAGE>

                           Verizon Pennsylvania Inc.

     The structure of Verizon Communications' 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 Communications'
Annual Report on Form 10-K for the year ended December 31, 2000.

Pension and Other Postretirement Benefits

     Pension and other postretirement benefits for the majority of our employees
are subject to collective bargaining agreements. Modifications in benefits have
been bargained from time to time, and Verizon Communications may also
periodically amend the benefits in the management plans.

Benefit Cost

<TABLE>
<CAPTION>
                                                                                                 Years ended December 31
                                                     ---------------------------------------------------------------------
                                                                  Pension                      Healthcare and Life
                                                     ---------------------------------------------------------------------
(Dollars in Millions)                                      2000       1999        1998        2000        1999       1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>         <C>         <C>         <C>           <C>       <C>
 Net periodic benefit (income) cost                     $(156.8)    $(86.4)     $(67.4)     $(3.1)        $8.2      $13.8
</TABLE>

     Amounts recognized on the balance sheets consist of:

<TABLE>
<CAPTION>
                                                                                                             December 31
                                                     ---------------------------------------------------------------------
                                                                  Pension                      Healthcare and Life
                                                     ---------------------------------------------------------------------
(Dollars in Millions)                                            2000             1999              2000             1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>             <C>              <C>
 Prepaid pension asset                                         $172.2            $14.7               ---              ---
 Employee benefit obligations                                    (5.6)            (6.5)          $(517.6)         $(531.5)
 Other assets                                                     ---               .3               ---              ---
 Accumulated other comprehensive loss                             ---               .3               ---              ---
</TABLE>

     The changes in benefit obligations from year to year were caused by a
number of factors, including changes in actuarial assumptions (see Assumptions)
and plan amendments.

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 expense and benefit
obligations are as follows:

<TABLE>
<CAPTION>
                                                          -----------------------------------------------------------------
                                                                     Pension                    Healthcare and Life
                                                          -----------------------------------------------------------------
                                                              2000        1999      1998       2000        1999       1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>       <C>        <C>         <C>        <C>
Discount rate at end of year                                 7.75%       8.00%     7.00%      7.75%       8.00%      7.00%
Long-term rate of return on plan assets for the year         9.25        9.00      8.90       9.25        9.00       8.90
Rate of future increases in compensation at end of year      5.00        4.00      4.00       4.00        4.20       4.00
Medical cost trend rate at end of year                                                        5.00        5.50       6.00
   Ultimate (year 2001)                                                                       5.00        5.00       5.00
Dental cost trend rate at end of year                                                         3.50        3.50       3.50
   Ultimate (year 2002)                                                                       3.00        3.00       3.00
</TABLE>

Savings Plans and Employee Stock Ownership Plans

     Substantially all of our employees are eligible to participate in savings
plans maintained by Verizon Communications. Verizon Communications 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 Communications' common
stock. Verizon Communications 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 $16.2 million in 2000, $11.0
million in 1999 and $8.9 million in 1998.

                                      F-18
<PAGE>

                           Verizon Pennsylvania Inc.

10.  INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                                            Years ended December 31
                                                                                   ---------------------------------------
(Dollars in Millions)                                                                     2000          1999         1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>          <C>
Current:
    Federal                                                                             $124.9        $172.7       $203.7
    State and local                                                                       40.9          53.6         68.1
                                                                                   ---------------------------------------
                                                                                         165.8         226.3        271.8
                                                                                   ---------------------------------------
Deferred:
    Federal                                                                              136.9          85.9         17.5
    State and local                                                                       41.1          28.6          3.7
                                                                                   -------------------------- ------------
                                                                                         178.0         114.5         21.2
                                                                                   ---------------------------------------
                                                                                         343.8         340.8        293.0
Investment tax credits                                                                    (2.0)         (2.7)        (3.3)
                                                                                   ---------------------------------------
Total income tax expense                                                                $341.8        $338.1       $289.7
                                                                                   =======================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                            Years ended December 31
                                                                                   ---------------------------------------
                                                                                          2000          1999         1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>          <C>
Statutory federal income tax rate                                                         35.0%         35.0%        35.0%
Investment tax credits                                                                     (.2)          (.2)         (.3)
State income taxes, net of federal tax benefits                                            6.6           6.5          6.7
Other, net                                                                                 1.0           (.1)          .1
                                                                                   ---------------------------------------
Effective income tax rate                                                                 42.4%         41.2%        41.5%
                                                                                   =======================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                       December 31
                                                                                                --------------------------
(Dollars in Millions)                                                                                   2000         1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>         <C>
Deferred tax liabilities:
  Depreciation                                                                                        $554.3      $ 577.9
  Software                                                                                              42.9          ---
  Other                                                                                                 39.7        153.5
                                                                                                --------------------------
                                                                                                       636.9        731.4
                                                                                                --------------------------
Deferred tax assets:
  Employee benefits                                                                                   (191.5)      (331.8)
  Allowance for uncollectibles                                                                         (40.4)       (30.5)
  Investment tax credits                                                                               (10.0)       (11.8)
  Other                                                                                                (89.7)      (215.4)
                                                                                                --------------------------
                                                                                                      (331.6)      (589.5)
                                                                                                --------------------------
Net deferred tax liability                                                                            $305.3      $ 141.9
                                                                                                ==========================
</TABLE>

     Deferred tax assets include approximately $315 million at December 31, 2000
and $344 million at December 31, 1999 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
<PAGE>

                           Verizon Pennsylvania Inc.

11.  ADDITIONAL FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                                                       December 31
                                                                                                --------------------------
(Dollars in Millions)                                                                                   2000         1999
--------------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS:
<S>                                                                                                  <C>          <C>
Accounts payable and accrued liabilities:
  Accounts payable - other                                                                           $366.5       $396.2
  Accounts payable - affiliates                                                                       128.0        272.8
  Accrued vacation pay                                                                                 59.7         57.8
  Accrued expenses                                                                                     65.6         57.6
  Accrued taxes                                                                                        76.8         55.6
  Interest payable - other                                                                             29.7         26.5
  Interest payable - affiliate                                                                          5.1          2.5
                                                                                               --------------------------
                                                                                                     $731.4       $869.0
                                                                                               ==========================

Other current liabilities:
  Advance billings and customer deposits                                                              $96.8        $88.8
  Other                                                                                                87.1          ---
                                                                                               --------------------------
                                                                                                     $183.9        $88.8
                                                                                               ==========================
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Years ended December 31
                                                                                 ----------------------------------------
(Dollars in Millions)                                                                   2000          1999          1998
---------------------------- --------------------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS:
<S>                                                                                   <C>           <C>           <C>
Cash paid during the year for:
  Income taxes, net of amounts refunded                                               $177.8        $220.3        $254.8
  Interest, net of amounts capitalized                                                 127.4         123.4         122.1

STATEMENTS OF INCOME:
Interest expense incurred, net of amounts capitalized                                  133.9         122.2         120.6
Capitalized interest                                                                    12.9           7.2           9.0
Advertising expense                                                                      5.7          22.4          26.0
</TABLE>

     Advertising expense includes $5.7 million in 2000, $21.8 million in 1999
and $24.7 million in 1998 allocated to us by Verizon Services Corp.

     At December 31, 2000 and 1999, $34.0 million and $24.4 million of bank
overdrafts were classified as accounts payable.

12.  TRANSACTIONS WITH AFFILIATES

     Our financial statements include transactions with Verizon Services Corp.
(Verizon Services), Verizon Network Funding Corporation (VNFC), Verizon
Communications, and various other affiliates.

     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 Communications' operating telephone subsidiaries,
including us. These services include administration, marketing, product
advertising, sales, information systems, network technology planning, 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 Communications. Such services include corporate
governance and staff support in finance, external affairs, legal and corporate
secretary, 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.

     We recognize interest expense in connection with contractual arrangements
with VNFC to provide short-term financing, investing and cash management
services to us (see Note 5).

                                      F-20
<PAGE>

                           Verizon Pennsylvania Inc.

     Operating revenues include amounts from affiliates in connection with an
interstate revenue sharing arrangement with Verizon Communications' operating
telephone subsidiaries. Other operating revenues and expenses include
miscellaneous items of income and expense resulting from transactions with other
affiliates, primarily rental of facilities and equipment.

     In December 2000, we transferred our advanced data assets, with a net book
value of approximately $60 million, for a 48.13% indirect ownership interest in
Verizon Advanced Data Inc. (VADI). VADI is an affiliated company which provides
new exchange access services. Our ownership interest has been reduced to 26.67%
as the result of the issuance of additional stock by VADI. In connection with
our investment, we record equity income/(losses).

     In June 1999, Bell Atlantic Full Services Channel, Inc., an affiliate, sold
its ownership interest in SMS/800 to us and the other operating telephone
companies of Verizon Communications at its fair value in accordance with a
Federal Communications Commission order. SMS/800 is a venture jointly held by
the Bell Operating Companies that administers the centralized national database
system associated with toll free numbers. We paid $133,657 to receive a 2.63%
ownership interest in SMS/800. Our ownership percentage has increased to 3.28%
as a result of the merger of SBC Communications, Inc. and Ameritech Corporation.
In connection with our investment, we record equity income and receive cash
dividends.

     We also paid cash dividends to our parent, Verizon Communications.

     Transactions with affiliates are summarized as follows:

<TABLE>
<CAPTION>
                                                                                       Years ended December 31
                                                                              -------------------------------------------
(Dollars in Millions)                                                                   2000           1999          1998
-------------------------------------------------------------------------------------------------------------------------
Operating revenues:
<S>                                                                                   <C>            <C>           <C>
  Interstate revenue sharing from affiliates                                         $  2.7         $  2.7         $ 2.7
  Other revenue from affiliates                                                       137.1          106.2          93.8
                                                                              -------------------------------------------
                                                                                      139.8          108.9          96.5
                                                                              -------------------------------------------
Operating expenses:
  Verizon Services - network                                                          225.1          218.7         347.8
  Verizon Services - other                                                            441.4          393.8         352.2
  Other                                                                                62.2           43.6          52.5
                                                                              -------------------------------------------
                                                                                      728.7          656.1         752.5
                                                                              -------------------------------------------
Other income:
  Equity income from SMS/800                                                            2.0             .8           ---
  Equity (loss) from VADI                                                             (33.9)           ---           ---
                                                                              -------------------------------------------
                                                                                      (31.9)            .8           ---
                                                                              ----------------------------- -------------

Interest expense to VNFC                                                               43.3           24.3          26.6

Dividends paid to Verizon Communications                                              261.4          218.7         263.1

Dividends received from SMS/800                                                         1.0             .8           ---
</TABLE>

     Outstanding balances with affiliates are reported on the balance sheets at
December 31, 2000 and 1999 as Accounts Receivable - Affiliates, Note Payable to
Affiliate and Accounts Payable and Accrued Liabilities - Affiliates.

     On February 1, 2001, we declared and paid a dividend in the amount of $72.0
million to Verizon Communications.

                                      F-21
<PAGE>

                           Verizon Pennsylvania Inc.

13.  COMMITMENTS AND CONTINGENCIES

     Various legal actions and regulatory proceedings are pending to which we
are a party. We have established reserves for specific liabilities in connection
with regulatory and legal matters which 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 federal 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 will be resolved, is
not presently determinable.

     Federal and state 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.

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.  QUARTERLY FINANCIAL INFORMATION (unaudited)

<TABLE>
<CAPTION>
                                                                                                Income Before
                                                              Operating        Operating        Extraordinary
Quarter Ended                                                  Revenues           Income                 Item   Net Income
----------------------------------------------------------------------------------------------------------------------------
                                                                               (Dollars in Millions)
2000:
<S>                                                             <C>               <C>                <C>            <C>
March 31                                                        $ 909.8           $290.8             $156.8         $156.8
June 30*                                                          935.4            201.6              108.6          108.6
September 30                                                      926.4            230.3              116.1          116.1
December 31                                                       943.6            237.5               82.9           82.9
                                                         -------------------------------------------------------------------
Total                                                          $3,715.2           $960.2             $464.4         $464.4
                                                         ===================================================================

1999:
March 31                                                         $868.7           $239.4             $124.3         $124.3
June 30                                                           893.2            233.3              119.9          119.9
September 30                                                      896.6            243.7              124.7          124.7
December 31                                                       923.7            223.5              113.4          113.4
                                                         -------------------------------------------------------------------
Total                                                          $3,582.2           $939.9             $482.3         $482.3
                                                         ===================================================================
</TABLE>

*Results of operations for the second quarter of 2000 include costs related to
the Bell Atlantic - GTE merger.

                                      F-22
<PAGE>

                           Verizon Pennsylvania Inc.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              For the Years Ended December 31, 2000, 1999 and 1998
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                  Additions
                                                      ----------------------------------
                                        Balance at                          Charged to
                                      Beginning of        Charged to    Other Accounts        Deductions    Balance at End
Description                                 Period          Expenses           Note(a)          Note (b)         of Period
---------------------------------------------------------------------------------------------------------------------------
Allowance for Uncollectible
Accounts Receivable:
<S>                                            <C>               <C>               <C>              <C>                <C>
Year 2000                                      $60.9             $60.1             $57.3            $111.4             $66.9

Year 1999                                      $63.0             $41.3             $61.3            $104.7             $60.9

Year 1998                                      $53.8             $43.3             $65.8             $99.9             $63.0


Merger-Related Costs:

Year 2000                                      $55.9             $41.3             $ ---             $55.4             $41.8

Year 1999                                      $66.0             $ ---             $ ---             $10.1             $55.9

Year 1998                                      $71.6             $ ---             $ ---             $ 5.6             $66.0
</TABLE>


(a)  (1) Allowance for Uncollectible Accounts Receivable includes amounts
     previously written off which were credited directly to this account when
     recovered, and (2) 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, utilized or paid.

                                      F-23
<PAGE>

Form 10-K for 2000
File No. 1-6393
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.


Exhibit Number (Referenced to Item 601 of Regulation S-K)
---------------------------------------------------------

3a   Articles of Incorporation of the registrant, as amended and restated on
     June 15, 1987. (Exhibit 3a to the registrant's Annual Report on Form 10-K
     for the year ended December 31, 1987, File No. 1-6393.)

     3a(i)     Articles of Amendment - Domestic Business Corporation, dated
               October 30, 1992. (Exhibit 3a to the registrant's Annual Report
               on Form 10-K for the year ended December 31, 1992, File No.
               1-6393.)

     3a(ii)    Articles of Amendment - Domestic Business Corporation, dated
               January 11, 1994 and filed January 13, 1994. (Exhibit 3a(ii) to
               the registrants Annual Report on Form 10-K for the year ended
               December 31, 1993, File No. 1-6393.)

     3a(iii)   Articles of Amendment - Domestic Business Corporation, dated June
               30, 2000. (Exhibit 3a(iii) to the registrant's Quarterly Report
               on Form 10-Q for the quarter ended June 30, 2000, File
               No. 1-6393.)

3b   By-Laws of the registrant, as amended December 15, 1995. (Exhibit 3b to the
     registrant's Annual Report on Form 10-K for the year ended December 31,
     1995, File No. 1-6393.)

     3b(i)     Consent of Sole Stockholder of Verizon Pennsylvania Inc., dated
               December 15, 1995. (Exhibit 3b(i) to the registrant's Annual
               Report on Form 10-K for the year ended December 31, 1995, File
               No. 1-6393.)

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.

10a  Agreement among Verizon Services Inc. and the Verizon Communications Inc.
     telephone subsidiaries, dated November 7, 1983. (Exhibit 10b to Verizon
     Communications Inc. Annual Report on Form 10-K for the year ended December
     31, 1993, File No. 1-8606.)

23a  Consent of Independent Auditors.

23b  Consent of Independent Accountants.