<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, 1999

                                      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


                      BELL ATLANTIC - 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, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, 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>

                      Bell Atlantic - 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>

                      Bell Atlantic - Pennsylvania, Inc.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Item No.                                                                                                                  Page
--------                                                                                                                  ----
                                                    PART I
<S>                                                                                                                      <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 28, 2000.
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

                                    PART I

Item 1.  Business
                                    GENERAL

     Bell Atlantic - 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 Bell Atlantic Corporation
(Bell Atlantic).

     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 public telephone services (including dial-tone service for pay
telephones owned by us and by other pay telephone providers). 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.


                       PROPOSED BELL ATLANTIC-GTE MERGER

     Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of
equals under a definitive merger agreement dated as of July 27, 1998. Under the
terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own. Bell
Atlantic shareholders will continue to own their existing shares after the
merger. We will continue to be a wholly owned subsidiary of Bell Atlantic.

     It is expected that the merger will qualify as a pooling of interests,
which means that for accounting and financial purposes, the companies will be
treated as if they had always been combined. At annual meetings held in May
1999, the shareholders of each company approved the merger. The completion of
the merger is subject to a number of conditions, including certain regulatory
approvals (all of which have been obtained except that of the Federal
Communications Commission (FCC)) and receipt of opinions that the merger will be
tax-free.

     The companies are targeting completion of the merger in the second quarter
of 2000.

                                  OPERATIONS

     We are one of nine operating telephone subsidiaries owned by Bell Atlantic.
Bell Atlantic has organized certain telecommunications group functions into
business units operating across the telephone subsidiaries. The business units
focus on specific market segments. Each of the operating telephone subsidiaries,
including us, remains responsible within its respective service area for the
provision of telephone services, financial performance and regulatory matters.
We have one reportable segment, which comprises four strategic business units.

     The Consumer unit markets communications services to residential customers,
as well as operator services.

                                       1
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

     The General Business unit markets communications and information services
to small and medium-sized businesses as well as pay telephone services.

     The Enterprise Business 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 governments. 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), video services (distance
learning, telemedicine, and videoconferencing) and interactive multimedia
applications services.

     The Network Services 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 and bill rendering.

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 certain conditions.

     The 1996 Act permits us to offer in-region long distance services (that is,
services originating in the states where we operate as a local exchange
carrier), once we have demonstrated to the FCC that we have satisfied certain
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, or through their own
networks. We must also demonstrate to the FCC that our entry into the in-region
long distance market would be in the public interest.

FCC Regulation and Interstate Rates

     We are subject to the jurisdiction of the FCC with respect to interstate
services and certain related matters. In 1999, 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,
which began in January 1998, so that our non-usage-sensitive costs will be
recovered from long distance carriers and end-users through flat rate charges,
and usage-sensitive costs will be recovered from long distance carriers through
usage-based rates.

     In addition, the FCC has required that different levels of usage-based
charges for originating and for terminating interstate traffic be established.
The final phase of this restructuring was completed on January 1, 2000.

Price Caps

     Under the FCC price cap rules that apply to interstate access rates, each
year our price cap index is adjusted downward by a fixed percentage intended to
reflect increases in productivity (productivity factor) and adjusted upward by
an allowance for inflation (GDP-PI). Our annual price cap filing, effective July
1, 1999, reflects the effects of the current productivity factor of 6.5%.

     In May 1999, the U. S. Court of Appeals reversed the FCC's order that
adopted the 6.5% productivity factor. The Court concluded that the FCC had not
justified its choice of a productivity factor and directed the FCC to reconsider
and explain the methods used in selecting the productivity factor. The Court
granted the FCC a stay of its order, however, until

                                       2
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                      Bell Atlantic - Pennsylvania, Inc.

April 1, 2000. As a result, the FCC is now conducting a proceeding to determine
an appropriate productivity factor in response to the Court's order.

     At the same time, the FCC is considering a proposal to further restructure
access rates by an industry coalition that includes both local exchange carriers
(including us) and long distance carriers. Among other things, that proposal
would set 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 would no longer be required to make further annual price cap
reductions to their switched access prices. To allow time to consider this
industry proposal, parties have requested that the Court further extend the stay
of its price cap decision order until June 30, 2000.

     The FCC has adopted rules for special access services that provide for
added pricing flexibility and ultimately the removal of services from price
regulation when certain competitive thresholds are met. In order to take
advantage of this relief, however, carriers must forego the ability to take
advantage of provisions in the current rules that provide relief in the event
earnings fall below certain thresholds, and we have not filed for this relief.
The order also allows certain services, including those included in the
interexchange basket of services, to be removed from price regulation
immediately. In response, effective in October 1999, we removed approximately
$16 million in annual revenues of our services in the interexchange basket from
price regulation and from the operation of the productivity offset which
otherwise would require annual price reductions.

Universal Service

     In July 1999, the U.S. Court of Appeals reversed certain aspects of the
FCC's order implementing the "universal service" provision of the 1996 Act. The
universal service fund includes a multi-billion dollar interstate fund to link
schools and libraries to the Internet and to subsidize high cost areas, low
income consumers and rural healthcare providers. Previously, under the FCC's
rules, all providers of interstate telecommunications services had to contribute
to the schools and libraries fund based on their total interstate and intrastate
retail revenues. The court reversed the decision to include intrastate revenues
as part of the basis for assessing contributions to that fund. As a result of
this decision, our contributions to the universal service fund were reduced
annually beginning on November 1, 1999, and our interstate access rates will be
reduced accordingly because we will no longer have to recover these
contributions in our rates. AT&T and MCI WorldCom, Inc. have since asked the
U.S. Supreme Court to review this latter portion of the appeals court decision.
Other parties have asked the Supreme Court to review additional aspects of the
court of appeals decision.

     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 will provide additional support for local telephone
services in several states served by Bell Atlantic. State regulatory commissions
must take these funds into account in the ratemaking process.

Unbundling of Network Elements

     In November 1999, the FCC announced its decision setting forth new
unbundling requirements. The FCC had previously identified seven elements that
had to be provided to competitors on an unbundled basis. With respect to those
seven elements, the FCC concluded that incumbent local exchange carriers, such
as us, do not have to provide unbundled switching (or combinations of elements
that include switching, such as the so-called unbundled element "platform")
under certain circumstances to business customers with four or more lines in
certain offices in the top 50 Metropolitan Statistical Areas (MSAs). It also
held that incumbents do not have to provide unbundled access to their directory
assistance or operator services. The remaining elements on the FCC's original
list still must be provided.

     With respect to new elements, the FCC concluded that new equipment to
provide advanced services such as Asymmetric Digital Subscriber Line (ADSL) does
not have to be unbundled as a general matter. On the other hand, the FCC
concluded that incumbents must provide dark fiber as an unbundled element, and
that sub-loop unbundling should be provided. Finally, the FCC ruled that
combinations of loops and transport must be made available under certain
circumstances, but left to a further rulemaking that it initiated certain issues
relating to the use of these combinations to substitute for special access
services. While this rulemaking proceeds, the FCC adopted interim rules limiting
the instances in which such combinations of elements must be made available. The
FCC set a target date of June 30, 2000 to decide the further rulemaking.

                                       3
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

     In addition to the unbundling requirements released in November 1999, the
FCC released an order on December 9, 1999 in a separate proceeding 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. For additional information, see State Regulation of Rates and Services
below.

State Regulation of Rates and Services

     The Pennsylvania Public Utility Commission (PUC) regulates our intrastate
rates and services and certain other matters.

     The PUC regulates us 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, 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 PUC'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 propose 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.

     From September 1998 through February 1999, the PUC sponsored a multi-party
global telecommunications settlement proceeding aimed at resolving issues in a
number of contentious telecommunications regulatory dockets at the PUC. On
September 30, 1999, the PUC issued a final decision in its "Global" proceeding
on telecommunications competition matters. The decision proposes to require us
to split into separate retail and wholesale corporations. It proposes reductions
in access charges applicable to services provided to interexchange carriers and
in both unbundled network element rates and wholesale rates applicable to
services and facilities provided to competitive local exchange carriers. It
requires us to provide combinations of unbundled network elements beyond those
required by the FCC. It reclassifies certain business services as "competitive,"
but restricts the pricing freedom that that classification is supposed to give
us. It sets a schedule of prerequisites for state endorsement of our application
to the FCC for permission to offer in-region long distance service under Section
271 of the 1996 Act that are likely to delay that endorsement. We have
challenged the lawfulness of this order in the Pennsylvania Supreme Court, the
Commonwealth Court of Pennsylvania, and the Federal District Court.

     On January 18, 2000, we and fourteen other parties submitted to the PUC a
Joint Petition for Settlement to resolve the appeals from the "Global" Order. If
approved by the PUC, the settlement will eliminate the wholesale/retail separate
subsidiary requirement and replace it with a requirement to establish an
advanced services affiliate. The settlement would also expedite the process to
obtain state endorsement of any of our applications to the FCC for permission to
offer long distance service. On February 2, 2000, the Commonwealth Court denied
the PUC's request to consider the settlement and set an expedited briefing
schedule for the appeals. On February 22, 2000, we appealed this determination,
along with the PUC, to the Pennsylvania Supreme Court, and the matter is
pending.

                                       4
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

Reciprocal Compensation

     State regulatory decisions have required certain of Bell Atlantic's
operating telephone companies to pay "reciprocal compensation" under the 1996
Act for the increasing volume of one-way traffic from their customers to
customers of other carriers, primarily calls to Internet service providers. In
February 1999, the FCC confirmed that such traffic is largely interstate but
concluded that it would not interfere with state regulatory decisions requiring
payment of reciprocal compensation for such traffic and that carriers are bound
by their existing interconnection agreements. The U.S. Court of Appeals has
vacated and remanded the FCC's decision for a better explanation of why this
traffic is interstate.

     The PUC has issued a decision requiring us to continue to pay reciprocal
compensation on Internet-bound traffic.

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.

Local Exchange Services

     State regulatory commissions have historically regulated the ability to
offer local exchange services. The PUC has approved applications from
competitors to provide and resell local exchange services.

     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 us, 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 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 the PUC have
continued. As of January 31, 2000, we had entered into 146 agreements with
CLECs, of which 120 have been approved by the PUC.

     We expect that these agreements, and the 1996 Act, will continue to lead to
substantially increased competition in our local exchange market in 2000 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 ranging from approximately 18% to 21% from
the prices we charge our retail customers.

                                       5
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                      Bell Atlantic - Pennsylvania, Inc.

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 PUC 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.

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 portable telephone services employ
analog and 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, 1999, we had approximately 12,200 employees.

                                       6
<PAGE>

                      Bell Atlantic - 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:

                                                       1999             1998
------------------------------------------------------------------------------
Central office equipment                                44%              43%
Outside communications plant                            40               40
Land and buildings                                       7                8
Furniture, vehicles and other work equipment             7                8
Other                                                    2                1
                                                ------------------------------
                                                       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.

     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, 1999,
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 $1,011 million in
1999, $943 million in 1998, and $754 million in 1997. Capital expenditures
exclude additions under capital lease. Our total investment in plant, property
and equipment was approximately $11.1 billion at December 31, 1999, $10.4
billion at December 31, 1998, $9.7 and billion at December 31, 1997, 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).)

                                       7
<PAGE>

                      Bell Atlantic - 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).)

                                       8
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                      Bell Atlantic - 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 (PUC) 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 $482.3 million in 1999, compared to net income of
$405.8 million in 1998.

     Our results for 1999 and 1998 were affected by special items. The special
items in both years include our allocated share of charges from Bell Atlantic
Network Services, Inc. (NSI).

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

                                                           (Dollars in Millions)
Years Ended December 31                           1999                 1998
--------------------------------------------------------------------------------
Employee Costs
   Merger transition costs                       $ 1.6                $  .6

Other Operating Expenses
   Merger transition costs                          .1                  3.9
   Allocated merger transition costs              23.6                 13.6
                                                 -------------------------------
                                                 $25.3                $18.1
                                                 ===============================

Merger-related Costs

     In connection with the Bell Atlantic-NYNEX merger, which was completed in
August 1997, we recorded pre-tax transition and integration costs totaling $25.3
million in 1999 and $18.1 million in 1998.

     Transition and integration costs consist of our proportionate share of
costs associated with integrating the operations of Bell Atlantic and NYNEX,
such as systems modifications costs and advertising and branding costs.
Transition and integration costs are expensed as incurred.

     These and other items affecting the comparison of our results of operations
for the years ended December 31, 1999 and 1998 are discussed in the following
sections.

Segmental Results of Operations

     We have one reportable segment, which provides domestic wireline
telecommunications services. You can find additional information about segment
reporting in Note 15 to the financial statements.

                                       9
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                       Bell Atlantic - Pennsylvania, Inc.

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

                                                  1999        1998      % Change
--------------------------------------------------------------------------------
At Year-End
Access Lines in Service (in thousands)
  Residence                                       4,267       4,160        2.6%
  Business                                        2,315       2,266        2.2
  Public                                             71          72       (1.4)
                                                 ------------------
                                                  6,653       6,498        2.4
                                                 ==================
For the Year
Access Minutes of Use (in millions)              26,453      25,341        4.4
                                                 ==================


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

For the Years Ended December 31                        1999             1998
-------------------------------------------------------------------------------
Local services                                     $  1,848.8        $  1,763.6
Network access services                               1,129.7           1,086.8
Long distance services                                  298.5             319.3
Ancillary services                                      305.2             282.5
                                                   -----------------------------
Total                                              $  3,582.2        $  3,452.2
                                                   =============================


LOCAL SERVICES

                                          Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $85.2         4.8%
--------------------------------------------------------------------------------

     Local service revenues are earned from the provision of local exchange,
local private line, public telephone (pay phone) and value-added services.
Value-added services are a family of services that expand the utilization of the
network. These services include products such as Caller ID, Call Waiting and
Return Call.

     Local service revenues increased in 1999 primarily due to higher usage of
our network facilities. Revenue growth was generated, in part, by an increase in
access lines in service of 2.4% from December 31, 1998 and higher residence
message volumes. Local service revenue growth in 1999 also reflects higher
customer demand and usage of our data transport and digital services, as well as
the introduction of national directory assistance services. Revenues from our
value-added services were boosted in 1999 by marketing and promotional campaigns
offering new service packages.

     These increases in local service revenues were partially offset by the
effect of resold access lines and the provision of unbundled network elements to
competitive local exchange carriers. Lower revenues from our pay phone services
due to the increasing popularity of wireless communications further offset the
growth in local service revenue.

                                       10
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                       Bell Atlantic - Pennsylvania, Inc.


NETWORK ACCESS SERVICES

                                          Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $42.9         3.9%
--------------------------------------------------------------------------------

     Network access revenues are earned from end-user subscribers and long
distance and other competing carriers who use our local exchange facilities to
provide 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 1999 was mainly attributable to higher
customer demand, as reflected by growth in access minutes of use of 4.4% in
1999. Volume growth also reflects a continuing expansion of the business market,
particularly for high capacity data services. In 1999, demand for special access
services increased, reflecting a greater utilization of our network. Higher
network usage by alternative providers of intraLATA toll services and higher
end-user revenues attributable to an increase in access lines in service further
contributed to revenue growth in 1999.

     In 1999, network access revenues included approximately $12 million
 received from customers for the recovery of local number portability (LNP)
 costs. LNP allows customers to change local exchange carriers while maintaining
 their existing telephone numbers. In December 1998, the Federal Communications
 Commission (FCC) issued an order permitting us to recover costs incurred for
 LNP in the form of monthly end-user charges for a five-year period beginning in
 March 1999.

     Volume-related growth was partially offset by price reductions associated
with federal and state price cap filings and other regulatory decisions. The FCC
regulates the 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 1999, we implemented interstate price
decreases of approximately $4 million on an annual basis in connection with the
FCC's Price Cap Plan. The rates included in our July 1999 filing will be in
effect through June 2000. Interstate price decreases were $12 million on an
annual basis for the period July 1998 through June 1999. The rates include
amounts necessary to recover our contribution to the FCC's universal service
fund and are subject to change every quarter due to potential increases or
decreases in our contribution to the universal service fund. Our contributions
to the universal service fund are included in Other Operating Expenses.

     You can find additional information on FCC rulemakings concerning access
charges, price caps and universal service in Item 1- "Description of Business,
Operations - FCC Regulation and Interstate Rates."


LONG DISTANCE SERVICES

                                           (Decrease)
--------------------------------------------------------------------------------
      1999 - 1998                    $(20.8)       (6.5)%
--------------------------------------------------------------------------------

     Long distance revenues are earned primarily from calls made to points
outside a customer's local calling area, but within our service area (intraLATA
toll). 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).

     IntraLATA toll calls originate and terminate with the same LATA, but
generally cover a greater distance than a local call. These services are
regulated by the PUC, except where they cross state lines. The PUC permits other
carriers to offer intraLATA toll services.

     Until the implementation of presubscription, intraLATA toll calls were
completed by us 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.

     The competitive effects of presubscription for intraLATA toll services
principally caused the decline in long distance revenues in 1999. The negative
effect of presubscription on long distance revenues was partially mitigated by
increased network access services for usage of our network by these alternative
providers. In response to presubscription, we have

                                       11
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

implemented customer win-back and retention initiatives that include toll
calling discount packages and product bundling offers. These revenue reductions
were partially offset by additional revenues generated from higher calling
volumes.


ANCILLARY SERVICES

                                           Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $22.7         8.0%
--------------------------------------------------------------------------------

     Our ancillary 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, voice messaging, customer premises equipment (CPE) and wiring
and maintenance services, and sales of materials and supplies to affiliates.
Ancillary 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.

     Ancillary services revenues increased in 1999 due to higher payments
received from competitive local exchange carriers for the purchase of unbundled
network elements and interconnection of their networks with our network. Revenue
growth was also attributable to increased demand for CPE services and billing
and collection services. Higher facilities rental revenues received from
affiliates also contributed to the increase in ancillary services revenues, but
to a lesser extent.


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

For the Years Ended December 31                               1999        1998
--------------------------------------------------------------------------------
Employee costs, including benefits and taxes             $    618.8   $    606.8
Depreciation and amortization                                 750.3        708.3
Other operating expenses                                    1,273.2      1,324.7
                                                         -----------------------
Total                                                    $  2,642.3   $  2,639.8
                                                         =======================


EMPLOYEE COSTS

                                          Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $12.0         2.0%
--------------------------------------------------------------------------------

     Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by us. Similar costs incurred
by employees of NSI, who provide centralized services on a contract basis, are
allocated to us and are included in Other Operating Expenses.

     Employee costs increased in 1999 primarily as a result of annual salary and
wage increases for management and associate employees and higher overtime
payments due to severe rainstorms in the second half of 1999. In 1998, we
executed a new contract with the union representing associate employees. The new
contract provides for wage and pension increases and other benefit improvements
as described below:

     .    The wages, pension and other benefits for our associate employees are
          negotiated with unions. During 1998, we entered into a 2-year contract
          with the Communications Workers of America (CWA). This contract, which
          expires in August 2000, provides for wage increases of up to 3.8%
          effective August 9, 1998, and up to 4% effective August 8, 1999. Over
          the course of this two-year contract period, pensions increase by 11%.
          The contract also includes cash payments, working condition
          improvements, and continuation of certain employment security
          provisions.

     .    We also entered into a two-year extension of the contract with the
          International Brotherhood of Electrical Workers (IBEW). This contract,
          which expires in August 2002, provides for wage increases of 4.8% in
          April 1999, 3% in May 2000, and 3% in May 2001. Pensions increase by a
          total of 11% for the years 1999-2001, and there will be improvements
          in a variety of other benefits and working conditions.

                                       12
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

     The increases in employee costs were partially offset by lower pension and
benefit costs and the effect of lower work force levels. The decline in pension
and benefit costs was due to favorable pension plan investment returns and
changes in plan provisions and actuarial assumptions. These factors were
partially offset by savings plan benefit improvements for certain management
employees, increased health care costs caused by inflation, as well as benefit
plan improvements provided for under new contracts with associate employees.


DEPRECIATION AND AMORTIZATION

                                          Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $42.0         5.9%
--------------------------------------------------------------------------------

     Depreciation and amortization expense increased in 1999 principally as a
result of growth in depreciable telephone plant and changes in the mix of plant
assets. The adoption of Statement of Position (SOP) No. 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use" also
contributed to the increase in depreciation and amortization expense in 1999,
but to a lesser extent. Under this new accounting standard, computer software
developed or obtained for internal use is now capitalized and amortized.
Previously, we expensed most of these software purchases in the period in which
they were incurred. For additional information on SOP No. 98-1, see Note 1 to
the financial statements. These expense increases were partially offset by the
effect of lower rates of depreciation.


OTHER OPERATING EXPENSES

                                           (Decrease)
--------------------------------------------------------------------------------
      1999 - 1998                    $(51.5)        (3.9)%
--------------------------------------------------------------------------------

     Other operating expenses consist of contract services including centralized
services expenses allocated from NSI, rent, network software costs, operating
taxes other than income, the provision for uncollectible accounts receivable,
and other costs.

     The decrease in other operating expenses was largely attributable to a
reduction in centralized services expenses allocated from NSI, partially as a
result of lower employee costs incurred by NSI. Also contributing to the decline
in other operating expenses was the effect of SOP No. 98-1, which reduced other
operating expenses as a result of capitalizing expenditures for internal-use
software previously expensed in 1998 and prior years.

     These decreases were partially offset by higher interconnection payments to
competitive local exchange and other carriers to terminate calls on their
networks (reciprocal compensation). For additional information on reciprocal
compensation refer to Item 1 - "Description of Business, Operations - Reciprocal
Compensation."


OTHER INCOME, NET

                                          (Decrease)
--------------------------------------------------------------------------------
      1999 - 1998                    $(2.8)        (50.9)%
--------------------------------------------------------------------------------

     The change in other income, net, was mainly attributable to the effects of
a gain on the sale of our paging licenses and additional interest income in
connection with the settlement of tax-related matters in 1998. Lower interest
income in 1999 from our short-term investments further reduced other income,
net.

                                       13
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.


INTEREST EXPENSE

                                         Increase
--------------------------------------------------------------------------------
      1999 - 1998                    $1.6         1.3%
--------------------------------------------------------------------------------

     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 1999 principally due to a reduction in
capitalized interest costs resulting primarily from lower levels of average
telephone plant under construction and by the recognition of additional interest
costs associated with a regulatory matter. These increases were partially offset
by the effect of lower levels of average short-term debt.

     See Note 6 to the financial statements for additional information about our
debt.


EFFECTIVE INCOME TAX RATES

      For the Years Ended December 31
--------------------------------------------------------------------------------
      1999                                   41.2%
--------------------------------------------------------------------------------
      1998                                   41.5%
--------------------------------------------------------------------------------

     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 lower in 1999 principally due to
adjustments to federal and state income taxes recorded in 1999 and adjustments
to state deferred income taxes recorded in 1998.

     You can find a reconciliation of the statutory federal income tax rate to
the effective income tax rate for each period in Note 11 to the financial
statements.


EXTRAORDINARY ITEM

     In 1998, we recorded an extraordinary charge associated with the early
extinguishment of long-term debt. This charge reduced net income by $1.8 million
(net of an income tax benefit of $1.3 million). You can find more information on
this extraordinary charge in Note 6 to the financial statements.



FINANCIAL CONDITION
-------------------

     We use the net cash generated from operations and from external financing
to fund capital expenditures for network expansion and modernization, and pay
dividends. While current liabilities exceeded current assets at both December
31, 1999 and 1998, our sources of funds, primarily from operations and, to the
extent necessary, from readily available financing arrangements with an
affiliate, are sufficient to meet ongoing operating requirements. Management
expects that presently foreseeable capital requirements will continue to be
financed primarily through internally generated funds. Additional long-term debt
may be needed to fund development activities or to maintain our capital
structure to ensure financial flexibility.

     As of December 31, 1999, we had $139.5 million of an unused line of credit
with an affiliate, Bell Atlantic Network Funding Corporation, and $510.5 million
in borrowings outstanding. In addition, we had $175 million remaining under a
shelf registration statement filed with the Securities and Exchange Commission
for the issuance of unsecured debt securities. Our debt securities continue to
be accorded high ratings by primary rating agencies. After the announcement of
the Bell Atlantic-GTE merger, the rating agencies placed the rating of our
securities under review for a potential downgrade. In January 2000, Standard &
Poor's revised its regulatory separation policy as it applies to U.S. telephone
companies. Under the revised policy, Standard & Poor's will no longer assign
higher corporate credit ratings to telephone

                                       14
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

operating subsidiaries. Rating actions by Standard & Poor's on us reflect both
the new policy and their continued CreditWatch listings, which resulted from the
pending Bell Atlantic-GTE merger.

     Our debt ratio was 54.7% at December 31, 1999, compared to 58.9% at
December 31, 1998.

     On February 1, 2000, we declared and paid a dividend in the amount of $49.3
million to Bell Atlantic.



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

Recent Accounting Pronouncement - Derivatives and Hedging Activities

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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 on our balance sheet. Changes in the fair values of the derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments. The FASB
amended this pronouncement in June 1999 to defer the effective date of SFAS No.
133 for one year. We must adopt SFAS No. 133 no later than January 1, 2001.

     On March 3, 2000, the FASB issued a Proposed SFAS "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which would amend SFAS
No. 133. The proposed amendments 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 debt instruments, and intercompany derivatives.

     We are currently evaluating the provisions of SFAS No. 133. The impact of
adoption will be determined by several factors, including the specific hedging
instruments in place and their relationships to hedged items, as well as market
conditions at the date of adoption. We have not estimated the effect of adoption
as we believe that such a determination will not be meaningful until closer to
the adoption date.

New Staff Accounting Bulletin - Revenue Recognition

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements," which currently must be adopted by June 30, 2000. SAB No. 101
provides additional guidance on revenue recognition, as well as criteria from
when revenue is generally realized and earned, and also requires the deferral of
incremental direct selling costs. We are currently assessing the impact of SAB
No. 101 on our results of operations and financial position.

Year "2000" Update

     Bell Atlantic implemented a comprehensive program to evaluate and address
the impact of the Year 2000 date transition on its operations, including our
operations. Bell Atlantic did not experience any material interruption or
failure of its normal business functions or operations as a result of an actual
or perceived Year 2000 problem.

     From the inception of Bell Atlantic's Year 2000 project through December
31, 1999, and based on the cost tracking methods it has historically applied to
this project, Bell Atlantic incurred total pre-tax expenses of approximately
$230 million, and it has made capital expenditures of approximately $181
million. For 1999, total pre-tax expenses for Bell Atlantic's Year 2000 project
were approximately $108 million and total capital expenditures were
approximately $101 million.

                                       15
<PAGE>

                       Bell Atlantic - 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, 1999 and 1998. 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)                                                     1999               1998
----------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
Fair value of long-term debt and interest rate derivatives            $1,382.5           $1,574.4
Fair value assuming a +100-basis-point shift                           1,288.7            1,463.8
Fair value assuming a -100-basis-point shift                           1,490.3            1,692.8
</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-22.

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

         Not applicable.

                                    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).)

                                       16
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

                                     PART IV

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.)

          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 Bell Atlantic -
                          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 Bell Atlantic Network Services, Inc. and the
                  Bell Atlantic Corporation telephone subsidiaries, dated
                  November 7, 1983. (Exhibit 10b to Bell Atlantic Corporation
                  Annual Report on Form 10-K for the year ended December 31,
                  1993, File No. 1-8606.)

          23      Consent of Independent Accountants.

          27      Financial Data Schedule.


     (b)  Reports on Form 8-K:

               There were no Current Reports on Form 8-K filed during the
quarter ended December 31, 1999.

                                       17
<PAGE>

                       Bell Atlantic - 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.



                                         Bell Atlantic - Pennsylvania, Inc.


                                         By /s/  Edwin F. Hall
                                            -----------------------------
                                                 Edwin F. Hall
                                                 Chief Financial Officer
                                                 and Controller




March 28, 2000


     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 28, 2000
---------------------------------      Chief Executive Officer
    Daniel J. Whelan                   and Director
                                       (Principal Executive Officer)



/s/ Edwin F. Hall                      Chief Financial Officer             March 28, 2000
---------------------------------      and Controller
    Edwin F. Hall                      (Principal Accounting
                                       and Financial Officer)



                                       Director                            March 28, 2000
---------------------------------
    Julia A. Conover


/s/ Lynn W. Walker                     Director                            March 28, 2000
---------------------------------
    Lynn W. Walker
</TABLE>
                                       18
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.


         Index to Financial Statements and Financial Statement Schedule



                                                                            Page
                                                                            ----

Report of Independent Accountants ......................................     F-2

Statements of Income
     For the years ended December 31, 1999, 1998 and 1997 ..............     F-3

Balance Sheets - December 31, 1999 and 1998.............................     F-4

Statements of Shareowner's Investment
     For the years ended December 31, 1999, 1998 and 1997 ..............     F-6

Statements of Cash Flows
     For the years ended December 31, 1999, 1998 and 1997 ..............     F-7

Notes to Financial Statements ..........................................     F-8

Schedule II - Valuation and Qualifying Accounts
     For the years ended December 31, 1999, 1998 and 1997...............    F-22



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

                                      F-1
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.


                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors and Shareowner of Bell Atlantic - Pennsylvania, Inc.



In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Bell
Atlantic - Pennsylvania, Inc. at December 31, 1999 and 1998, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. In addition, in our opinion, the 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 which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

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-2
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

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

<TABLE>
<CAPTION>
                                                                                         1999            1998           1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>            <C>
OPERATING REVENUES (including $108.9, $96.5
   and $82.2 from affiliates)                                                        $3,582.2        $3,452.2       $3,340.6
                                                                                ---------------------------------------------

OPERATING EXPENSES
   Employee costs, including benefits and taxes                                         618.8           606.8          658.2
   Depreciation and amortization                                                        750.3           708.3          714.7
   Other (including $656.1, $752.5 and $730.7 to affiliates)                          1,273.2         1,324.7        1,266.1
                                                                                ---------------------------------------------
                                                                                      2,642.3         2,639.8        2,639.0
                                                                                ---------------------------------------------

OPERATING INCOME                                                                        939.9           812.4          701.6

OTHER INCOME, NET (including $.8, $0 and $0 from affiliate)                               2.7             5.5            2.8

INTEREST EXPENSE (including $24.3, $26.6 and
   $14.5 to affiliate)                                                                  122.2           120.6          114.8
                                                                                ---------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES
   AND EXTRAORDINARY ITEM                                                               820.4           697.3          589.6

PROVISION FOR INCOME TAXES                                                              338.1           289.7          238.3
                                                                                ---------------------------------------------

INCOME BEFORE EXTRAORDINARY ITEM                                                        482.3           407.6          351.3

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

NET INCOME                                                                           $  482.3        $  405.8       $  351.3
                                                                                =============================================
</TABLE>



                       See Notes to Financial Statements.

                                      F-3
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

                                 BALANCE SHEETS
                              (Dollars in Millions)


                                     ASSETS
                                    --------

<TABLE>
<CAPTION>
                                                                                                    December 31
                                                                                      --------------------------------------
                                                                                                 1999                 1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                  <C>
CURRENT ASSETS
Cash                                                                                           $  2.7              $   ---
Short-term investments                                                                           63.1                 56.1
Accounts receivable:
  Trade and other, net of allowances for uncollectibles of $60.9 and $63.0                      651.3                637.7
  Affiliates                                                                                     32.2                 14.5
Material and supplies                                                                            19.6                 21.7
Prepaid expenses                                                                                 41.2                 22.6
Deferred income taxes                                                                            75.8                 61.5
Other                                                                                             5.2                  5.2
                                                                                      --------------------------------------
                                                                                                891.1                819.3
                                                                                      --------------------------------------

PLANT, PROPERTY AND EQUIPMENT                                                                11,116.0             10,447.7
Less accumulated depreciation                                                                 6,656.3              6,222.8
                                                                                      --------------------------------------
                                                                                              4,459.7              4,224.9
                                                                                      --------------------------------------

OTHER ASSETS                                                                                    101.4                 52.0
                                                                                      --------------------------------------
TOTAL ASSETS                                                                                 $5,452.2             $5,096.2
                                                                                      ======================================
</TABLE>


                       See Notes to Financial Statements.

                                      F-4
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

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


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

<TABLE>
<CAPTION>
                                                                                                     December 31
                                                                                    -------------------------------------
                                                                                             1999                   1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
CURRENT LIABILITIES
Debt maturing within one year:
   Note payable to affiliate                                                             $  510.5               $  493.6
   Other                                                                                    176.6                    1.2
Accounts payable and accrued liabilities:
   Affiliates                                                                               275.3                  320.7
   Other                                                                                    593.7                  507.3
Advance billings and customer deposits                                                       88.8                   86.6
                                                                                    -------------------------------------
                                                                                          1,644.9                1,409.4
                                                                                    -------------------------------------
LONG-TERM DEBT                                                                            1,253.7                1,429.9
                                                                                    -------------------------------------
EMPLOYEE BENEFIT OBLIGATIONS                                                                595.3                  685.3
                                                                                    -------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes                                                                       217.7                   88.7
Unamortized investment tax credits                                                           26.1                   28.8
Other                                                                                       108.4                  112.1
                                                                                    -------------------------------------
                                                                                            352.2                  229.6
                                                                                    -------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 5 and 14)

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/(accumulated deficit)                                                    10.9                 (252.9)
Accumulated other comprehensive loss                                                          (.2)                   (.5)
                                                                                    -------------------------------------
                                                                                          1,606.1                1,342.0
                                                                                    -------------------------------------

TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT                                            $5,452.2               $5,096.2
                                                                                    =====================================
</TABLE>


                       See Notes to Financial Statements.

                                      F-5
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

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

<TABLE>
<CAPTION>
                                                                                1999               1998               1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>                <C>
COMMON STOCK
   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                                               (252.9)            (396.8)            (257.1)
   Net income                                                                  482.3              405.8              351.3
   Dividends paid to Bell Atlantic                                            (218.7)            (263.1)            (465.9)
   Other                                                                          .2                1.2              (25.1)
                                                                     --------------------------------------------------------
   Balance at end of year                                                       10.9            (252.9)            (396.8)
                                                                     --------------------------------------------------------

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

TOTAL SHAREOWNER'S INVESTMENT                                               $1,606.1           $1,342.0           $1,198.6
                                                                     ========================================================

COMPREHENSIVE INCOME
   Net income                                                                $ 482.3            $ 405.8            $ 351.3
   Minimum pension liability adjustment                                           .3                (.5)               ---
                                                                     --------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                   $ 482.6            $ 405.3            $ 351.3
                                                                     ========================================================
</TABLE>


                       See Notes to Financial Statements.

                                      F-6
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

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

<TABLE>
<CAPTION>
                                                                                    1999             1998             1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                     $   482.3         $ 405.8          $  351.3
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                                 750.3           708.3             714.7
     Extraordinary item, net of tax                                                  ---             1.8               ---
     Equity income from affiliate                                                    (.8)            ---               ---
     Dividends received from affiliate                                                .8             ---               ---
     Deferred income taxes, net                                                    114.5            21.2             (20.6)
     Investment tax credits                                                         (2.7)           (3.3)             (4.8)
     Other items, net                                                                 .6            (1.1)               .2
     Changes in certain assets and liabilities:
       Accounts receivable                                                         (31.3)          (30.2)            129.0
       Material and supplies                                                         2.1             1.4              (7.3)
       Other assets                                                                (43.3)           14.6             (16.7)
       Accounts payable and accrued liabilities                                     37.8           (31.2)            (10.6)
       Employee benefit obligations                                                (89.4)          (93.4)            (23.5)
       Other liabilities                                                            (1.5)          (17.0)             (8.8)
                                                                           --------------------------------------------------
Net cash provided by operating activities                                        1,219.4           976.9           1,102.9
                                                                           --------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments                                                (63.1)          (83.8)            (86.8)
Proceeds from sale of short-term investments                                        56.1            86.0             101.8
Capital expenditures                                                            (1,011.3)         (943.0)           (753.6)
Other, net                                                                           7.6             8.2              44.6
                                                                           --------------------------------------------------
Net cash used in investing activities                                           (1,010.7)         (932.6)           (694.0)
                                                                           --------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings                                                             ---           124.1               ---
Early extinguishment of debt                                                         ---          (125.0)              ---
Principal repayments of capital lease obligations                                   (1.2)           (1.2)             (1.3)
Net change in note payable to affiliate                                             16.9           215.9              62.6
Dividends paid                                                                    (218.7)         (263.1)           (465.9)
Net change in outstanding checks drawn on controlled
   disbursement accounts                                                            (3.0)            5.0              (4.3)
                                                                           --------------------------------------------------
Net cash used in financing activities                                             (206.0)          (44.3)           (408.9)
                                                                           --------------------------------------------------
NET CHANGE IN CASH                                                                   2.7             ---               ---

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

                       See Notes to Financial Statements.

                                      F-7
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

                          NOTES TO FINANCIAL STATEMENTS

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Business

     Bell Atlantic - Pennsylvania, Inc. is a wholly owned subsidiary of Bell
Atlantic Corporation (Bell Atlantic). 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, private
lines and public telephones. 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 and billing and collection
services.

     The telecommunications industry is undergoing substantial changes as a
result of the Telecommunications Act of 1996, other public policy changes and
technological advances. These changes are bringing increased competitive
pressures in our current businesses, but will also open new markets to Bell
Atlantic.

     Basis of Presentation

     We prepare our financial statements under generally accepted accounting
principles which require management to make estimates and assumptions that
affect the reported amounts or certain 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.

     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.

     Maintenance and Repairs

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

     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.

                                      F-8
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

     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 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 - 15

     When we replace or retire depreciable telephone plant, we deduct the
carrying amount of such plant from the respective accounts and charge
accumulated depreciation. Gains or losses on disposition are amortized with the
remaining net investment in telephone plant.

     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 cost.

     Computer Software Costs

     Effective January 1, 1999, we adopted Statement of Position (SOP) No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Under SOP No. 98-1, we capitalize the cost of internal-use
software which has a useful life in excess of one year. 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 Bell Atlantic was an increase in net income
of approximately $230 million in 1999. We also capitalized approximately $39
million as an intangible asset in 1999.

     Prior to 1999, we capitalized initial right-to-use fees for central office
switching equipment, including initial operating system and initial application
software costs. For noncentral 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 on 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 on 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 case, the derivative is accounted for at fair
value, and changes in the value are recorded in income.

                                      F-9
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

     Income Taxes

     Bell Atlantic 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 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 compensation plans sponsored by Bell
Atlantic. Bell Atlantic 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."

     Costs of Start-Up Activities

     Effective January 1, 1999, we adopted SOP No. 98-5, "Reporting on the Costs
of Start-up Activities." Under this accounting standard, we expense costs of
start-up activities as incurred, including pre-operating, pre-opening and other
organizational costs. The adoption of SOP No. 98-5 did not have a material
effect on our results of operations or financial condition because we did not
historically capitalize start-up activities.

     New Accounting Standard - Derivative 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 on our balance sheet. Changes in the
fair values of derivative instruments will be recognized in either earnings or
comprehensive income, depending on the designated use and effectiveness of the
instruments. The FASB amended this pronouncement in June 1999 to defer the
effective date of SFAS No. 133 for one year. We must adopt SFAS No. 133 no later
than January 1, 2001.

     On March 3, 2000, the FASB issued a Proposed SFAS "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which would amend SFAS
No. 133. The proposed amendments 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 debt instruments, and intercompany derivatives.

     We are currently evaluating the provisions of SFAS No. 133. The impact of
adoption will be determined by several factors, including the specific hedging
instruments in place and their relationships to hedged items, as well as market
conditions at the date of adoption. We have not estimated the effect of adoption
as we believe that such a determination will not be meaningful until closer to
the adoption date.

     New Staff Accounting Bulletin - Revenue Recognition

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements," which currently must be adopted by June 30, 2000. SAB No. 101
provides additional guidance on revenue recognition, as well as criteria from
when revenue is generally realized and earned, and also requires the deferral of
incremental direct selling costs. We are currently assessing the impact of SAB
No. 101 on our results of operations and financial position.

                                      F-10
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.


2.   BELL ATLANTIC - NYNEX MERGER

     On August 14, 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. Under this
method of accounting, the companies are treated as if they had always been
combined for accounting and financial reporting purposes.

     As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, we recorded an after-tax charge of $6.0 million to Accumulated Deficit as
if the merger had occurred as of the beginning of the earliest period presented.

Merger-Related Costs

     In the third quarter of 1997, we recorded merger-related pre-tax costs of
approximately $4 million for direct incremental costs and $19 million for
employee severance costs. These costs include approximately $15 million
representing our allocated share of merger-related costs from Bell Atlantic
Network Services, Inc. (NSI), an affiliate which provides centralized services
on a contract basis. Costs allocated from NSI are included in Other Operating
Expenses.

     Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction. Employee severance
costs, as recorded under SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," represent our proportionate share of benefit costs for the separation
by the end of 1999 of management employees who are entitled to benefits under
pre-existing Bell Atlantic separation pay plans. During 1997, 1998 and 1999, 28,
144 and 34 management employees were separated with severance benefits. Accrued
postemployment benefit liabilities are included in our balance sheets as a
component of Employee Benefit Obligations.

Other Initiatives

     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 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 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-11
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.


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

<TABLE>
<CAPTION>
                                                                                                           (DOLLARS IN MILLIONS)
                                                                                     1997                                   1998
                            -----------------------------------------------------------------------------------------------------
                                         Charged to
                            Beginning    Expense or                                End of                                 End of
                              of Year       Revenue    Deductions   Adjustments      Year     Deductions  Adjustments       Year
                           -------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>           <C>          <C>            <C>        <C>         <C>             <C>
Merger-Related:
Direct incremental costs       $  ---        $   .3     $   (.3)a         $ ---     $ ---       $  ---         $  ---     $  ---
Severance obligation             15.5           7.6        (6.2)a          19.9      36.8         (5.1)a          4.8       36.5
Other Initiatives:
Write-down of fixed
  Assets and real estate
  Consolidation                   ---          63.6       (63.6)b           ---       ---          ---            ---        ---
Regulatory contingencies
  and other special items         ---          39.4        (4.6)c           ---      34.8         (5.3)d          ---       29.5
                           -------------------------------------------------------------------------------------------------------
                               $ 15.5        $110.9     $ (74.7)          $19.9     $71.6       $(10.4)        $  4.8     $ 66.0
                           ------------------------------------------------------------------------------------------------------
<CAPTION>

                                              (DOLLARS IN MILLIONS)
                                                              1999
                              ---------------------------------------
                                                              End of
                               Deductions   Adjustments         Year
                              ---------------------------------------
<S>                            <C>          <C>               <C>
Merger-Related:
Direct incremental costs           $ ---          $ ---       $  ---
Severance obligation                (1.6)a         (3.5)        31.4
Other Initiatives:
Write-down of fixed
  Assets and real estate
  Consolidation                      ---            ---          ---
Regulatory contingencies
  and other special items            ---           (5.0)        24.5
                              ---------------------------------------
                                  $ (1.6)         $(8.5)      $ 55.9
                              ---------------------------------------
</TABLE>

 .    Adjustments refer to deductions to the liability that reduced expense, or
     additions to the liability that increased expense resulting from changes in
     circumstances or experience in implementing the planned activities.

 .    Deductions refer to the utilization of the liability through payments,
     asset write-offs, or refunds to customers.
        a - primarily comprised of cash payments
        b - primarily comprised of asset write-offs
        c - comprised of refunds to customers of $2.3 million and asset
            write-offs of $2.3 million
        d - primarily comprised of refunds to customers

     Liabilities for regulatory contingencies and other special items will be
utilized as the respective matter is settled. The obligation for severance
benefits, which has been determined under SFAS No. 112, represents expected
payments to employees who leave the company with benefits provided under
pre-existing separation pay plans. The severance obligation is adjusted through
annual costs, which are actuarially determined based upon financial market
interest rates, experience, and management's best estimate of future benefit
payments. In 1997, the merger-related severance costs increased our existing
severance obligation. At December 31, 1999, the merger-related separations were
completed and the remaining balance represents our obligation for ongoing
separations under the pre-existing separation pay plans, in accordance with SFAS
No. 112.


3.   PROPOSED BELL ATLANTIC - GTE MERGER

     Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of
equals under a definitive merger agreement dated as of July 27, 1998. Under the
terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own. Bell
Atlantic shareholders will continue to own their existing shares after the
merger.

     It is expected that the merger will qualify as a pooling of interests,
which means that for accounting and financial reporting purposes the companies
will be treated as if they had always been combined. At annual meetings held in
May 1999, the shareholders of each company approved the merger. The completion
of the merger is subject to a number of conditions, including certain regulatory
approvals (all of which have been obtained except that of the Federal
Communications Commission) and receipt of opinions that the merger will be
tax-free.

     The companies are targeting completion of the merger in the second quarter
of 2000.


                                      F-12
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

4.   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)                                               1999               1998
--------------------------------------------------------------------------------------------
<S>                                                            <C>                <C>
Land                                                           $    34.6          $    34.6
Buildings                                                          777.2              755.7
Central office equipment                                         4,888.0            4,451.0
Outside communications plant                                     4,374.1            4,219.4
Furniture, vehicles and other work equipment                       793.8              806.7
Other                                                              103.4               54.1
Construction-in-progress                                           144.9              126.2
                                                      --------------------------------------
                                                                11,116.0           10,447.7
Accumulated depreciation                                        (6,656.3)          (6,222.8)
                                                      --------------------------------------
Total                                                          $ 4,459.7          $ 4,224.9
                                                      ======================================
</TABLE>

5.   LEASES

     We lease certain facilities and equipment for use in our operations under
both capital and operating leases. We did not incur any initial capital lease
obligations in 1999. We incurred initial capital lease obligations of $.3
million in 1998 and $1.0 million in 1997.

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

<TABLE>
<CAPTION>
                                                                    December 31
                                                         ----------------------------------
(Dollars in Millions)                                              1999               1998
-------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>
Capital leases                                                  $   23.4           $  23.4
Accumulated amortization                                           (15.6)            (14.4)
                                                         ----------------------------------
Total                                                           $    7.8           $   9.0
                                                         ==================================
</TABLE>

     Total rent expense amounted to $49.8 million in 1999, $54.5 million in 1998
and $52.5 million in 1997. Of these amounts, $15.3 million in 1999, $23.2
million in 1998 and $ 23.2 million in 1997, were lease payments to affiliated
companies.

     This table displays the aggregate minimum rental commitments under
noncancelable leases for the periods shown at December 31, 1999:

<TABLE>
<CAPTION>

(Dollars in Millions)
Years                                                 Capital Leases      Operating Leases
-------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>
2000                                                           $ 2.7                 $10.6
2001                                                             1.4                   1.9
2002                                                             1.4                    .6
2003                                                             1.4                    .2
2004                                                             1.4                    .1
Thereafter                                                      15.2                    .2
                                                     --------------------------------------
Total minimum rental commitments                                23.5                 $13.6
                                                                         ==================
Less interest and executory costs                               11.0
                                                     -------------------
Present value of minimum lease payments                         12.5
Less current installments                                        1.6
                                                     -------------------
Long-term obligation at December 31, 1999                      $10.9
                                                     ===================
</TABLE>

     As of December 31, 1999, the total minimum sublease rentals to be received
in the future under noncancelable capital subleases was $7.0 million.

                                      F-13
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

6.   DEBT

     Debt Maturing Within One Year

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

<TABLE>
<CAPTION>

(Dollars in Millions)                                                                                  1999           1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>            <C>
Note payable to affiliate (BANFC)                                                                    $510.5         $493.6
Long-term debt maturing within one year                                                               176.6            1.2
                                                                                               ----------------------------
Total debt maturing within one year                                                                  $687.1         $494.8
                                                                                               ============================

Weighted average interest rate for note payable outstanding at year-end                                5.9%           5.0%
                                                                                               ============================
</TABLE>

     We have a contractual agreement with an affiliated company, Bell Atlantic
Network Funding Corporation (BANFC), for the provision of short-term financing
and cash management services. BANFC issues commercial paper and obtains bank
loans to fund the working capital requirements of Bell Atlantic's network
services subsidiaries, including us, and invests funds in temporary investments
on their behalf. At December 31, 1999, we had $139.5 million of an unused line
of credit with BANFC.

     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         1999          1998
--------------------------------------------------------------------------------------------------------------------------
                                                                                                  (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                                                                  (7.2)         (7.6)
Capital lease obligations - average rate 9.3% and 9.4%                                                 12.5          13.7
                                                                                                --------------------------
Total long-term debt, including current maturities                                                  1,430.3       1,431.1
Less maturing within one year                                                                         176.6           1.2
                                                                                                --------------------------
Total long-term debt                                                                               $1,253.7      $1,429.9
                                                                                                ==========================
</TABLE>

     Our long-term debt outstanding at December 31, 1999 includes $275.0 million
that is callable. The call prices range from 101.4% 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, 2000 and again 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-14
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

7.   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
-------------------------------------------------------------------------------------
<S>                               <C>         <C>              <C>              <C>
December 31:
1999                               $ 150.0     2001-2005            6.0%        6.1%
1998                                 150.0     2001-2005            4.9         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 $340.8 million in 1999, $311.5 million in 1998 and
$294.3 million in 1997.

     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 (BANFC) and short-term        Carrying amounts
  investments
Debt (excluding capital leases)                         Market quotes for similar terms and maturities or future cash
                                                        flows discounted at current rates

Interest rate swap agreements                           Future cash flows discounted at current rates

<CAPTION>

                                                                      1999                             1998
                                                        ------------------------------------------------------------------
                                                               Carrying                         Carrying
                                                                 Amount       Fair Value          Amount       Fair Value
--------------------------------------------------------------------------------------------------------------------------
                                                                              (Dollars in Millions)
<S>                                                            <C>              <C>             <C>              <C>
Debt                                                           $1,928.3         $1,896.7        $1,911.0         $2,073.9
Interest rate swap agreements                                      ----             (3.7)            ---             (5.9)
</TABLE>

                                      F-15
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

8.   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)                                                                     1999          1998         1997
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>          <C>
Other comprehensive income (loss):
  Minimum pension liability adjustment (net of taxes of $.2, $(.3) and $0)               $  .3        $  (.5)      $  ---
                                                                                   ---------------------------------------
                                                                                         $  .3        $  (.5)      $  ---
                                                                                   =======================================
</TABLE>

     Accumulated other comprehensive loss is comprised of the following:

<TABLE>
<CAPTION>
                                                                     December 31
                                                          --------------------------
(Dollars in Millions)                                             1999         1998
------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
Accumulated other comprehensive loss:
  Minimum pension liability adjustment                          $  (.2)      $  (.5)
                                                          --------------------------
                                                                $  (.2)      $  (.5)
                                                          ==========================
</TABLE>

9.   STOCK INCENTIVE PLANS

     We participate in stock-based compensation plans sponsored by Bell
Atlantic. Bell Atlantic 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 Bell Atlantic had elected to recognize compensation expense
based on the fair value at the grant dates for 1997 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>

(Dollars in Millions)                               1999          1998         1997
------------------------------------------------------------------------------------
<S>                                               <C>           <C>          <C>
Net income:
  As reported                                     $482.3        $405.8       $351.3
  Pro forma                                        477.6         400.8        347.6
</TABLE>

     These results may not be representative of the effects on pro forma net
income for future years.

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

<TABLE>
<CAPTION>

                                                    1999          1998         1997
------------------------------------------------------------------------------------
<S>                                               <C>           <C>          <C>
Dividend yield                                     3.98%         4.59%        4.86%
Expected volatility                               21.51%        18.63%       14.87%
Risk-free interest rate                            4.82%         5.55%        6.35%
Expected lives (in years)                          5             5            5
</TABLE>

     The weighted average value of options granted was $9.60 per option during
1999, $6.47 per option during 1998 and $4.30 per option during 1997.

                                      F-16
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

10.  EMPLOYEE BENEFITS

     We participate in the Bell Atlantic benefit plans. Bell Atlantic maintains
noncontributory defined benefit pension plans for substantially all management
and associate employees, as well as postretirement healthcare and life insurance
plans for our retirees and their dependents. Bell Atlantic also sponsors 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 Bell Atlantic.

     In 1998, following the completion of the merger with NYNEX, the assets of
the Bell Atlantic and NYNEX pension and savings plans were commingled in a
master trust, and effective January 1, 1998, Bell Atlantic established common
pension and savings plan benefit provisions for all management employees.

     The structure of Bell Atlantic's benefit plans does not provide for the
separate determination of certain disclosures for our company. The required
information is provided on a consolidated basis in Bell Atlantic's Annual Report
on Form 10-K for the year ended December 31, 1999. What follows are our benefit
costs and obligations for 1999, 1998 and 1997. The disclosures in 1997 reflect
the historic benefit plans and actuarial assumptions in effect during those
years, as shown in the tables below.

Pension and Other Postretirement Benefits

     Substantive commitments for future plan amendments are reflected in the
pension costs and benefit obligations. Pension and other postretirement benefits
for our associate employees are subject to collective bargaining agreements.
Modifications in associate benefits have been bargained from time to time, and
Bell Atlantic may also periodically amend the benefits in the management plans.
The following table provides our benefit costs for 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                                                                                 Years ended December 31
                                                                  Pension                      Healthcare and Life
                                                     ---------------------------------------------------------------------
(Dollars in Millions)                                      1999       1998        1997        1999        1998       1997
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>         <C>           <C>        <C>        <C>
 Net periodic (income) benefit cost                      $(86.4)    $(67.4)     $(33.2)       $8.2       $13.8      $29.3
</TABLE>

      Amounts recognized on the balance sheets consist of:

<TABLE>
<CAPTION>
                                                                                                              December 31
                                                                  Pension                      Healthcare and Life
                                                     ---------------------------------------------------------------------
(Dollars in Millions)                                            1999             1998              1999             1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>              <C>              <C>
 Employee benefit obligations                                   $(6.5)          $(79.3)          $(531.5)         $(550.8)
 Qualified pension asset                                         14.7              ---               ---              ---
 Other assets                                                      .3               .4               ---              ---
 Accumulated other comprehensive loss                              .3               .8               ---              ---
</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 financial market interest
rates, past experience, and management's best estimate of future benefit changes
and 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
                                                         ------------------------------------------------------------------------
                                                                  1999       1998        1997        1999        1998       1997
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>         <C>         <C>         <C>        <C>
Discount rate at end of year                                      8.00%      7.00%       7.25%       8.00%       7.00%      7.25%
Long-term rate of return on plan assets for the year              9.00       8.90        8.90        9.00        8.90       8.90
Rate of future increases in compensation at end of year           4.00       4.00        4.00        4.20        4.00       4.00
Medical cost trend rate at end of year                                                               5.50        6.00       6.50
   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>

                                      F-17
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

Savings Plans and Employee Stock Ownership Plans

     Substantially all of our employees are eligible to participate in savings
plans maintained by Bell Atlantic. Under these plans, a certain percentage of
eligible employee contributions are matched with shares of Bell Atlantic common
stock. We match employee contributions through two leveraged employee stock
ownership plans (ESOPs) maintained by Bell Atlantic. Bell Atlantic 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 $11.0 million in 1999, $8.9 million in 1998 and $13.4 million in 1997.


11.  INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                                 Years ended December 31
                                                                          ---------------------------------------
(Dollars in Millions)                                                            1999          1998         1997
-----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>          <C>
Current:
    Federal                                                                    $172.7        $203.7       $200.7
    State and local                                                              53.6          68.1         63.0
                                                                          ---------------------------------------
                                                                                226.3         271.8        263.7
                                                                          ---------------------------------------
Deferred:
    Federal                                                                      85.9          17.5        (17.3)
    State and local                                                              28.6           3.7         (3.3)
                                                                          ---------------------------------------
                                                                                114.5          21.2        (20.6)
                                                                          ---------------------------------------
                                                                                340.8         293.0        243.1
Investment tax credits                                                           (2.7)         (3.3)        (4.8)
                                                                          ---------------------------------------
Total income tax expense                                                       $338.1        $289.7       $238.3
                                                                          =======================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                 Years ended December 31
                                                                          ---------------------------------------
                                                                                 1999          1998         1997
-----------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>          <C>
Statutory federal income tax rate                                                35.0%         35.0%        35.0%
Investment tax credits                                                            (.2)          (.3)         (.5)
State income taxes, net of federal tax benefits                                   6.5           6.7          6.6
Other, net                                                                        (.1)           .1          (.7)
                                                                          ---------------------------------------
Effective income tax rate                                                        41.2%         41.5%        40.4%
                                                                          =======================================
</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)                                                                          1999         1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>          <C>
Deferred tax liabilities:
  Depreciation                                                                              $ 577.9      $ 534.3
  Other                                                                                       153.5          8.5
                                                                                       --------------------------
                                                                                              731.4        542.8
                                                                                       --------------------------
Deferred tax assets:
  Employee benefits                                                                          (397.5)      (409.7)
  Investment tax credits                                                                      (11.8)       (12.0)
  Other                                                                                      (180.2)       (93.9)
                                                                                       --------------------------
                                                                                             (589.5)      (515.6)
                                                                                       --------------------------
Net deferred tax liability                                                                  $ 141.9       $ 27.2
                                                                                       ==========================
</TABLE>

     Deferred tax assets include approximately $344 million at December 31, 1999
and $350 million at December 31, 1998 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-18
<PAGE>

                       Bell Atlantic - Pennsylvania, Inc.

12.  ADDITIONAL FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                                           December 31
                                                                                   ---------------------------
(Dollars in Millions)                                                                      1999         1998
--------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>          <C>
BALANCE SHEETS:
Accounts payable and accrued liabilities:
  Accounts payable - other                                                               $396.2       $317.2
  Accounts payable - affiliates                                                           272.8        318.5
  Accrued vacation pay                                                                     57.8         56.4
  Accrued expenses                                                                         57.6         62.6
  Accrued taxes                                                                            55.6         42.1
  Interest payable - other                                                                 26.5         29.0
  Interest payable - affiliate                                                              2.5          2.2
                                                                                   ---------------------------
                                                                                         $869.0       $828.0
                                                                                   ===========================
</TABLE>

<TABLE>
<CAPTION>
                                                                              Years ended December 31
                                                                      ----------------------------------------
(Dollars in Millions)                                                        1999          1998          1997
 -------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>           <C>           <C>
STATEMENTS OF CASH FLOWS:
Cash paid during the year for:
  Income taxes, net of amounts refunded                                    $220.3        $254.8        $281.2
  Interest, net of amounts capitalized                                      123.4         122.1         113.1

STATEMENTS OF INCOME:
Interest expense incurred, net of amounts capitalized                       122.2         120.6         114.8
Capitalized interest                                                          7.2           9.0           6.1
Advertising expense                                                          22.4          26.0          33.8
</TABLE>

     Interest paid during the year includes $24.0 million in 1999, $25.7 million
in 1998 and $14.0 million in 1997 related to short-term financing services
provided by Bell Atlantic Network Funding Corporation (see Note 6).

     Advertising expense includes $21.8 million in 1999, $24.7 million in 1998
and $31.9 million in 1997 allocated to us by Bell Atlantic Network Services,
Inc.

     At December 31, 1999 and 1998, $24.4 million and $27.4 million of bank
overdrafts were classified as accounts payable.


13.  TRANSACTIONS WITH AFFILIATES

     Our financial statements include transactions with Bell Atlantic Network
Services Inc. (NSI), Bell Atlantic Network Funding Corporation (BANFC), Bell
Atlantic, and various other affiliates.

     We have contractual arrangements with NSI 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 Bell Atlantic's 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 Bell
Atlantic. 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.
We receive technical and support services from Bell Communications Research,
Inc. (Bellcore), a company previously owned jointly by the regional holding
companies. In 1997, Bell Atlantic and the other Bellcore owners sold their
jointly owned investment in Bellcore. We continue to contract with Bellcore (now
known as Telcordia Technologies, Inc.) for technical and support services. The
costs of these services are billed to us through NSI and are included with
network related services in 1999 and 1998 in the table below.

                                      F-19
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

     We recognize interest expense in connection with contractual arrangements
with BANFC to provide short-term financing, investing and cash management
services to us (see Note 6).

     Operating revenues include amounts from affiliates in connection with an
interstate revenue sharing arrangement with Bell Atlantic's 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. At December 31, 1999, we began
recording official communications services revenues from our affiliates as
revenues rather than reductions to expense as in previous periods. We have
restated prior periods to include these revenues as revenues from affiliates on
our income statement and in the table below.

     On June 1, 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 Bell Atlantic 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, Bell Atlantic.

     Transactions with affiliates are summarized as follows:

<TABLE>
<CAPTION>
                                                                               Years ended December 31
                                                                  -------------------------------------------
(Dollars in Millions)                                                      1999           1998          1997
-------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>           <C>
Operating revenues:
  Interstate revenue sharing from affiliates                             $  2.7         $  2.7        $  2.7
  Other revenue from affiliates                                           106.2           93.8          79.5
                                                                  -------------------------------------------
                                                                          108.9           96.5          82.2
                                                                  -------------------------------------------
Operating expenses:
  NSI - network                                                           218.7          347.8         405.3
  NSI - other                                                             393.8          352.2         245.1
  Bellcore                                                                  ---            ---          33.4
  Other                                                                    43.6           52.5          46.9
                                                                  -------------------------------------------
                                                                          656.1          752.5         730.7
                                                                  -------------------------------------------

Equity income from SMS/800                                                   .8            ---           ---

Interest expense to BANFC                                                  24.3           26.6          14.5

Dividends paid to Bell Atlantic                                           218.7          263.1         465.9

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

     Outstanding balances with affiliates are reported on the balance sheets at
December 31, 1999 and 1998 as Accounts Receivable - Affiliates, Note Payable to
Affiliate, and Accounts Payable and Accrued Liabilities - Affiliates.

     On February 1, 2000, we declared and paid a dividend in the amount of $49.3
million to Bell Atlantic.


14.  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.

                                      F-20
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.

15.  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, private lines and public telephones. In
addition, we provide customer premises equipment distribution and billing and
collection services. We have four strategic business units (consumer,
enterprise, general and network services) supporting our operations that have
been aggregated into one reportable segment.


16.  QUARTERLY FINANCIAL INFORMATION (unaudited)

<TABLE>
<CAPTION>
                                                                               Income Before
                                              Operating        Operating       Extraordinary
Quarter Ended                                  Revenues           Income                Item    Net Income
-----------------------------------------------------------------------------------------------------------
                                                                (Dollars in Millions)
<S>                                           <C>              <C>             <C>              <C>
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
                                         ==================================================================
1998:
March 31                                       $  851.4         $  227.6           $  116.9       $  116.9
June 30                                           858.0            188.9               92.2           92.2
September 30                                      875.1            210.7              105.3          105.3
December 31                                       867.7            185.2               93.2           91.4
                                         ------------------------------------------------------------------
Total                                          $3,452.2         $  812.4           $  407.6       $  405.8
                                         ==================================================================
</TABLE>

Operating revenues for the first three quarters of 1999 and all quarters of 1998
have been restated to reflect a change in the recording of official
communications services provided to affiliates (see Note 13). As a result,
operating revenues increased $6.2 million, $6.3 million and $6.2 million for the
quarters ended March 31, June 30 and September 30, 1999; and $5.5 million, $5.4
million, $5.4 million and $5.5 million for the quarters ended March 31, June 30,
September 30, and December 31, 1998. This restatement had no impact on Operating
Income, Income Before Extraordinary Item, and Net Income.

                                      F-21
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.


                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             For the Years Ended December 31, 1999, 1998 and 1997
                             (Dollars in Millions)

<TABLE>
<CAPTION>
                                                                  Additions
                                                      ----------------------------------
                                          Balance at                          Charged to
                                        Beginning of        Charged to    Other Accounts   Deductions Note    Balance at End
Description                                   Period          Expenses           Note(a)               (b)         of Period
---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>           <C>              <C>                <C>
Allowance for Uncollectible
Accounts Receivable:

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

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

Year 1997                                      $65.1             $44.4             $51.9            $107.6             $53.8
</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.

                                      F-22
<PAGE>

                                   EXHIBITS




                      FILED WITH ANNUAL REPORT FORM 10-K

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999



                      Bell Atlantic - Pennsylvania, Inc.



                         COMMISSION FILE NUMBER 1-6393
<PAGE>

Form 10-K for 1999
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.)

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 Bell Atlantic - 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 Bell Atlantic Network Services, Inc. and the Bell
       Atlantic Corporation telephone subsidiaries, dated November 7, 1983.
       (Exhibit 10b to Bell Atlantic Corporation Annual Report on Form 10-K for
       the year ended December 31, 1993, File No. 1-8606.)

23     Consent of Independent Accountants.

27     Financial Data Schedule.