<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, 1997

                                       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

Forty Year 7 1/2% Debentures, due May 1, 2013                      " 
     
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

                               TABLE OF CONTENTS


Item No.                                                                    Page
--------                                                                    ----


                                     PART I
 
    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........................   17
    9.  Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure...............................................   17
 

                                    PART III
 
        (Omitted pursuant to General Instruction I(2).)
   10.  Directors and Executive Officers of the Registrant.................   17
   11.  Executive Compensation.............................................   17
   12.  Security Ownership of Certain Beneficial Owners and Management.....   17
   13.  Certain Relationships and Related Transactions.....................   17
 

                                    PART IV

   14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K...   17



      UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 20, 1998.
                                        
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

                                     PART I
                                        
Item 1.  Business

                                    GENERAL
                                        
   Bell Atlantic - Pennsylvania, Inc. (the "Company") is incorporated under the
laws of the Commonwealth of Pennsylvania and has its principal offices at 1717
Arch Street, 32nd Fl., Philadelphia, Pennsylvania 19103 (telephone number 215-
466-9900).  The Company is a wholly owned subsidiary of Bell Atlantic
Corporation ("Bell Atlantic").

   The Company presently serves 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 the Company has been
permitted by the "Modification of Final Judgment" ("MFJ") to provide telephone
service.

   The Company currently provides two basic types of telecommunications
services.  First, the Company transports 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 the Company and by
other pay telephone providers).  Among other local services provided are Centrex
(telephone subsidiary 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).  The Company also
earns 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, the Company provides exchange access service, which links a
subscriber's telephone or other equipment to the transmission facilities of
interexchange carriers which, in turn, provide interLATA service to their
customers.  The Company also provides exchange access service to interexchange
carriers which provide intrastate intraLATA toll service.


                          BELL ATLANTIC - NYNEX MERGER

   On August 14, 1997, Bell Atlantic and NYNEX Corporation ("NYNEX") consummated
a merger whereby NYNEX became a subsidiary of Bell Atlantic and NYNEX
shareowners received 0.768 of a share of Bell Atlantic common stock for each
share of NYNEX common stock owned.  Bell Atlantic owns nine subsidiaries which
provide domestic telecommunications services (collectively, the "telephone
subsidiaries").

   In 1997, the Company recognized merger-related costs of approximately $25
million, consisting of $4 million of direct incremental costs, $19 million for
employee severance costs, and $2 million for transition and integration costs.
These costs include approximately $15 million representing the Company's
allocated share of merger-related costs from Bell Atlantic Network Services,
Inc., an affiliate which provides centralized services on a contract basis.


                         TELECOMMUNICATIONS ACT OF 1996
                                        
   The Telecommunications Act of 1996 (the "Act") became effective on February
8, 1996.  Prior to the enactment of the Act, the operations of Bell Atlantic and
its subsidiaries were subject to the requirements of the MFJ, a consent decree
that arose out of an antitrust action brought by the United States Department of
Justice ("DOJ") against AT&T Corp. ("AT&T") and the Bell Operating Companies
("BOCs"), including the telephone subsidiaries.  The Act provides that any
conduct or activity previously subject to the MFJ is now subject instead to the
restrictions and obligations imposed by the Act.

   In general, the Act includes provisions that open local exchange
markets to competition and permit BOCs, or their affiliates, such as Bell
Atlantic, to engage in manufacturing and to provide services between LATAs.
Under the Act, the ability of Bell Atlantic to engage in businesses previously
prohibited by the MFJ is largely dependent on satisfying certain conditions
contained in the Act and regulations to be promulgated thereunder.

                                       1
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   The Act takes a two-fold approach to the rules governing competition in the
interLATA market.  First, Bell Atlantic is permitted to apply for state approval
to offer interLATA services originating in states outside of the geographic
region in which the telephone subsidiaries operate as local exchange carriers.

   Second, each of the telephone subsidiaries must demonstrate to the Federal
Communications Commission ("FCC") that it has satisfied certain requirements in
order for Bell Atlantic to be permitted to offer interLATA services for calls
originating within the geographic region in which the telephone subsidiary
operates as a local exchange carrier.  Among the requirements with which a
telephone subsidiary must comply is a 14-point "competitive checklist," which
includes steps the telephone subsidiaries must take which will help competitors
offer local services through resale of the telephone subsidiaries' service,
purchase of unbundled network elements from the telephone subsidiaries, or
through the competitors' own networks.  Bell Atlantic must also demonstrate to
the FCC that its entry into the interLATA market would be in the public
interest.

   In December 1997, a U.S. District Court found that the line-of-business
restrictions in the Act, including the requirement that BOCs alone comply with a
competitive checklist before being allowed to provide long distance, are
unconstitutional because they apply only to the BOCs.  Bell Atlantic was allowed
to join the case prior to the court's decision.  The court has granted a stay of
its decision pending appeals by the DOJ and other parties.

   The FCC is required to conduct a number of rulemakings to implement the Act.
See "FCC Regulation and Interstate Rates" and "Competition - Local Exchange
Services."


                                   OPERATIONS
                                        
   Bell Atlantic has organized certain telecommunications group functions into
business units operating across the telephone subsidiaries.  The business units
focus on specific market segments. The telephone subsidiaries, including the
Company, remain responsible within their respective service areas for the
provision of telephone services, financial performance and regulatory matters.

   The Consumer Services business unit markets communications services to
residential customers.

   The Wholesale Services business 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. The principal customers are interexchange carriers; AT&T is the
largest single customer. Other customers include business customers and
government agencies with their own special access network connections, wireless
companies and other local exchange carriers which resell network connections to
their own customers.

   The General Business Services business unit markets communications and
information services to small and medium-sized businesses.

   The Large Business Services business unit markets communications and
information services to large businesses.  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
integration (integrating multiple geographically disparate networks into one
system), network optimization (disaster avoidance, 911 service, intelligent
vehicle highway systems), video services (distance learning, telemedicine,
videoconferencing) and interactive multimedia applications services.

   The Public and Operator Services business unit markets pay telephone and
operator services to meet consumer needs for accessing public networks and
locating and identifying network subscribers, and to provide calling assistance
and arrange billing alternatives (e.g., calling card, collect and third party
calls).

   The Federal Systems business unit markets communications and information
technology and services to departments, agencies and offices of the executive,
judicial and legislative branches of the federal government.

                                       2
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   The Network Group manages the technologies, services and systems platforms
required by the business units and the telephone subsidiaries to meet the needs
of their customers, including switching, feature development and on-premises
installation and maintenance services.

   The Information Services Group publishes directories for the Company.

   In order to satisfy the requirements of the Act, the Company transferred
certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary, effective January 1,
1997.  The stock of the subsidiary was immediately distributed to Bell Atlantic.


FCC Regulation and Interstate Rates

   The telephone subsidiaries, including the Company, are subject to the
jurisdiction of the FCC with respect to interstate services and certain related
matters. In 1997, the FCC adopted orders to reform the interstate access charge
system, to modify its price cap system and to implement the "universal service"
requirements of the Act.

   Access Charges

   Interstate access charges are the rates long distance carriers pay for use
and availability of the telephone subsidiaries' facilities for the origination
and termination of interstate service.  The FCC's order adopted changes to the
access tariff structures in order to permit the telephone subsidiaries' to
recover a greater portion of their interstate costs through rates that reflect
the manner in which those costs are incurred. The FCC required a phased
restructuring of access charges, beginning in January 1998, so that the
telephone subsidiaries' nonusage-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 will require establishment of different levels of usage-
based charges for originating and for terminating interstate traffic.

   A portion of the telephone subsidiaries' interstate costs are also recovered
through flat monthly charges to subscribers ("subscriber line charges").  Under
the FCC's order, subscriber line charges for primary residential and single line
businesses will remain unchanged initially, but such charges for additional
residential lines and multi-line businesses will rise.

   The FCC has begun an investigation of the tariffs filed by the telephone
subsidiaries' and other local exchange carriers to implement this new rate
structure.

   Price Caps

   The FCC also adopted modifications to its price cap rules which affect access
rate levels.  Under those rules, each year the Company's 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 (the GDP-PI).  In the prior year, the Company's Productivity Factor
was 5.3%.  The FCC created a single Productivity Factor of 6.5% for all price
cap companies, eliminated requirements to share a portion of future interstate
earnings and required that rates be set as if the higher Productivity Factor had
been in effect since July 1996.  Any local exchange company that earns an
interstate rate of return below 10.25% in a calendar year will be permitted to
increase its interstate rates in the following year.  The FCC also ordered
elimination of recovery for amortized costs associated with the implementation
of equal access to all long distance carriers and removal of certain general
overhead costs that it concluded were associated with other detariffed services.

   The FCC is expected to adopt an order in 1998 to address the conditions under
which the FCC would relax or remove existing access rate structure requirements
and price cap restrictions as increased local market competition develops.

   Universal Service

   The FCC also adopted rules implementing the "universal service" provision of
the Act, which was designed to ensure that a basket of designated services is
widely available and affordable to all customers, including low-income customers
and customers in areas that are expensive to serve.  The FCC's universal service
support in 1998 will approximate $1.5 

                                       3
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

billion for high-cost areas. The support amount thereafter cannot yet be
determined. The FCC, in conjunction with the Federal-State Joint Board on
Universal Service, will adopt a methodology for determining high-cost areas for
nonrural carriers, and the proper amount of federal universal service support
for high-cost areas. A new federal high-cost universal service support mechanism
will become effective in 1999.

   The FCC also adopted rules to implement the Act's requirements to provide
discounted telecommunications services to schools and libraries and to ensure
that not-for-profit rural health care providers have access to such services at
rates comparable to those charged their urban counterparts.  All
telecommunications carriers must contribute funding for these universal service
programs.  The federal universal service funding needs as of January 1, 1998
require each of the telephone subsidiaries to contribute approximately 2% of its
interstate retail revenues for high-cost and low income subsidies.  Each of the
telephone subsidiaries will also be contributing a portion of its total retail
revenues for schools, libraries and not-for-profit health care.  The telephone
subsidiaries will recover these contributions through interstate charges to long
distance carriers and end-users.


State Regulation of Rates and Services

   The communications services of the Company are subject to regulation by the
Pennsylvania Public Utility Commission ("PUC") with respect to intrastate rates
and services and certain other matters.

   The Company is regulated under an Alternative Regulation Plan (the
"Pennsylvania Plan") approved in 1994 by the PUC.  The Pennsylvania Plan
provides for a pure price cap plan with no sharing of earnings with customers,
and replaces rate base rate of return regulation.  The Pennsylvania Plan removes
from price and earnings regulation certain competitive services, including
directory advertising, billing services, Centrex service, paging, speed calling
and repeat calling.  The Company can, and has, made subsequent filings with the
PUC to have other services declared competitive.  All remaining intrastate
services are price regulated.

   Under price regulation, annual price increases up to, but not exceeding, the
inflation rate (GDP-PI) minus 2.93% are permitted.  Annual price decreases are
required when the GDP-PI falls below 2.93%. Prices for protected services in the
noncompetitive category, which include residential and business basic exchange
services, special access and switched access, are capped through 1999.  However,
revenue-neutral rate restructuring for noncompetitive services is permitted.

   The Pennsylvania Plan requires the Company to propose a Lifeline service for
residential customers on a revenue-neutral basis.  The Plan also requires
deployment of a universal broadband network, which must be completed in phases:
20% by 1998; 50% by 2004; and 100% by 2015.  Deployment must be reasonably
balanced among urban, suburban and rural areas.

   In December 1997, following appeals by several parties, the Pennsylvania
Supreme Court upheld the PUC's approval of the Pennsylvania Plan.


Competition

   Legislative changes, including provisions of the Act discussed above under
"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.  The Company
anticipates 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 the Company's future revenue growth.

                                       4
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   Local Exchange Services

   The ability to offer local exchange services has historically been subject to
regulation by state regulatory commissions.  Applications from competitors to
provide and resell local exchange services have been approved by the PUC.

   One of the purposes of the Act was to ensure, and accelerate, the emergence
of competition in local exchange markets.  Toward this end, the Act requires
most existing local exchange carriers (incumbent local exchange carriers, or
"ILECs"), including the Company, to permit potential competitors (competitive
local exchange carriers, or "CLECs") to (i) purchase service from the ILEC for
resale to CLEC customers, (ii) purchase unbundled network elements from the
ILEC, and/or (iii) interconnect its network with the ILEC's network.  The 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.

   In 1997 a U.S. Court of Appeals found that the FCC unlawfully attempted to
preempt state authority in implementing key provisions of the Act and that
several provisions of the FCC's rules are inconsistent with the statutory
requirements. In particular, it affirmed that the states have exclusive
jurisdiction over the pricing of local interconnection and resale arrangements,
that the FCC cannot lawfully allow competitors to "pick and choose" isolated
terms out of negotiated interconnection agreements, that the FCC cannot require
incumbent local exchange carriers to provide competitors a pre-assembled network
platform at network element prices or to combine unbundled network elements for
competitors.  The U.S. Supreme Court has agreed to hear appeals by the DOJ and
other parties of that decision.

   Negotiations between the Company and various CLECs, and arbitrations before
the PUC, have continued.  As of March 1, 1998, the Company had entered into 31
approved agreements with CLECs.

   Under the various agreements and arbitrations discussed above, the Company is
generally required to sell its services to CLECs at discounts ranging from
approximately 18% to 21% from the prices the Company charges its retail
customers.

   IntraLATA Toll Services

   IntraLATA toll calls originate and terminate within the same LATA, but
generally cover a greater distance than a local call.  The PUC permits other
carriers to offer intraLATA toll services within the state.  Until the
implementation of "presubscription," intraLATA toll calls were completed by the
Company unless the customer dialed a code to access a competing carrier.
Presubscription changes this dialing method and enables customers to make these
toll calls using another carrier without having to dial an access code.  The
Company implemented presubscription in July 1997.

   Alternative Access

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

   The Company faces 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 the Company's plant.  The ability of such alternative access providers to
compete with the Company has been enhanced by the FCC's orders requiring the
Company to offer virtual collocated interconnection for special and switched
access services.

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

   Wireless Services

   Wireless services also constitute potential sources of competition to the
Company.  Wireless portable telephone services employ digital technology, allow
customers to make and receive telephone calls from any location using small
handsets, and can also be used for data transmission.

                                       5
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   Public Telephone Services

   The Company faces increasing competition in the provision of pay telephone
services from other providers.  In addition, the growth of wireless
communications negatively impacts usage of public telephones.

   Operator Services

   Alternative operator services providers have entered into competition with
the Company's operator services product line.


                                   EMPLOYEES

   As of December 31, 1997, the Company had approximately 12,500 employees.

                                       6
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

Item 2.  Properties

                                    GENERAL
                                        
   The principal properties of the Company do not lend themselves to simple
description by character and location.  The Company's investment in plant,
property and equipment consisted of the following at December 31:
 
                                           1997   1996
                                           -----  -----
 
   Central office equipment.............    41%    39%
   Cable, wiring and conduit............    39     39
   Land and buildings...................     8      8
   Other equipment......................    11     12
   Other................................     1      2
                                          ----   ----
                                           100%   100%
                                          ====   ====


   "Central office equipment" consists of switching equipment, transmission
equipment and related facilities.  "Cable, wiring and conduit" consists
primarily of aerial cable, underground cable, conduit and wiring.  "Land and
buildings" consists of land owned in fee and improvements thereto, principally
central office buildings.  "Other equipment" consists of public telephone
instruments and telephone equipment, poles, furniture, office equipment, and
vehicles and other work equipment.  "Other" property consists primarily of plant
under construction, capital leases and leasehold improvements.

   The Company's customers are served by electronic switching systems that
provide a wide variety of services.  The Company's 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,
1997, approximately 84% of the access lines were served by digital capability.


                              CAPITAL EXPENDITURES

   The Company has been making and expects to continue to make significant
capital expenditures to meet the demand for communications services and to
further improve such services.  Capital expenditures were approximately $754
million in 1997, $626 million in 1996 and $577 million in 1995.  Capital
expenditures exclude additions under capital lease.  The total investment in
plant, property and equipment was approximately $9.7 billion at December 31,
1997, $9.4 billion at December 31, 1996 and $9.3 billion at December 31, 1995,
in each case after giving effect to retirements, but before deducting
accumulated depreciation at such date.



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
<PAGE>
 
                      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 of the Company 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 its regulatory plan, see Item 1 - "Description of Business."


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

   The Company reported net income of $351.3 million in 1997, compared to net
income of $466.7 million in 1996.

Bell Atlantic - NYNEX Merger

   On August 14, 1997, Bell Atlantic Corporation (Bell Atlantic) and NYNEX
Corporation (NYNEX) completed a merger of equals under a definitive merger
agreement entered into on April 21, 1996 and amended on July 2, 1996.  The
stockholders of each company approved the merger at special meetings held in
November 1996.  Under the terms of the amended agreement, NYNEX became a wholly
owned subsidiary of Bell Atlantic.  The merger has been accounted for as a
pooling of interests.

   As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has 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 (see Note 9 to the financial statements).

   Merger-Related Costs

   Results of operations for 1997 include merger-related pre-tax costs totaling
approximately $25 million, consisting of $4 million for direct incremental
costs, $19 million for employee severance costs and $2 million for transition
and integration costs.  These costs include approximately $15 million
representing the Company's 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 represent the Company's 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.  Transition and
integration costs consist of the Company's proportionate share of costs
associated with integrating the operations of Bell Atlantic and NYNEX.

Other Charges and Special Items

   In 1997, the Company recorded pre-tax charges of approximately $103 million
in connection with consolidating operations and combining organizations and for
special items arising in the period.  These charges include a small portion
representing the Company's allocated share of charges from NSI.

Transfer of Directory Publishing Activities

   On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary.  The stock of the
subsidiary was immediately distributed to Bell Atlantic.  The transfer of such
assets and liabilities was completed as part of Bell Atlantic's and the
Company's response to the requirements of the Telecommunications Act of 1996,
which prohibits the Company from engaging in electronic publishing or joint
sales and marketing of electronic products.

                                       9
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   Net assets transferred by the Company totaled approximately $24 million, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.

   Revenues related to the Company's directory publishing activities transferred
were approximately $340 million and $301 million for the years ended December
31, 1996 and 1995, respectively. Direct expenses related to the directory
publishing activities transferred were approximately $138 million and $119
million for the years ended December 31, 1996 and 1995, respectively. The
Company does not separately identify indirect expenses attributable to the
directory publishing activities, including expenses related to billing and data
management and processing services, legal, external affairs, depreciation,
interest expense and any corresponding tax expense.

   Effective January 1, 1997, revenues from directory publishing activities
transferred are no longer earned, and the related expenses are no longer
incurred, by the Company.  Certain other revenues, primarily fees for non-
publication of telephone numbers and multiple white page listings continue to be
earned by the Company.  Additionally, contracts between the Company and another
affiliate of Bell Atlantic for billing and collection services related to the
directory activities, use of directory listings, and rental charges have created
new revenue sources for the Company.

Cumulative Effect of Change in Accounting - Directory Publishing

   The Company changed its method of accounting for directory publishing
revenues and expenses, effective January 1, 1996. The Company adopted the point-
of-publication method, which requires directory revenues and expenses to be
recognized upon publication rather than over the lives of the directories.  The
Company recorded an after-tax increase in income of $49.6 million in the first
quarter of 1996, representing the cumulative effect of this accounting change.

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

These and other items affecting the comparison of the Company's results of
operations for the year ended December 31, 1997 and 1996 are discussed in the
following sections.


OPERATING REVENUE STATISTICS
----------------------------
 
                                                  1997       1996       % Change
--------------------------------------------------------------------------------

At Year-End                                                      
-----------                                                      
  Access Lines in Service (in thousands)                         
    Residence.............................       4,030      3,913           3.0%
    Business..............................       2,123      2,044           3.9
    Public................................          74         75          (1.3)
                                                ------     ------    
                                                 6,227      6,032           3.2
                                                ======     ======    
                                                                 
For the Year                                                     
------------                                                     
  Access Minutes of Use (in millions).....      23,045     21,995           4.8
                                                ======     ======    

                                       10
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

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

For the Years Ended December 31                  1997        1996       % Change
--------------------------------------------------------------------------------
Local services..........................     $1,665.3    $1,575.0           5.7%
Network access services.................        972.4       936.9           3.8 
Long distance service...................        399.9       425.6          (6.0)
Ancillary services......................        252.6       231.4           9.2 
Directory and information services......         30.3       366.7         (91.7)
                                             --------    --------               
Total...................................     $3,320.5    $3,535.6          (6.1)
                                             ========    ========               
 
LOCAL SERVICES REVENUES

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $90.3              5.7%
--------------------------------------------------------------------------------

   Local service revenues are earned by the Company 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 which expand the
utilization of the network. These services include products such as Caller ID,
Call Waiting and Return Call.

   Higher usage of the Company's network facilities was the primary reason for
the increase in local services revenues in 1997.  This growth was generated by
an increase in access lines in service of 3.2% in 1997.  This access line growth
primarily reflects higher demand for Centrex services and an increase in
additional residential lines.  Higher revenues from private line and switched
data services also contributed to the revenue growth in 1997.

   Revenue growth in 1997 was boosted by increased revenues from value-added
services.  This increase was principally the result of higher customer demand
and usage.

   For a discussion of the Telecommunications Act of 1996 and its impact on the
local exchange market, see Item 1 - "Description of Business, Telecommunications
Act of 1996" and "Description of Business, Operations - Competition - Local
Exchange Services."


NETWORK ACCESS SERVICES REVENUES

                                               Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $35.5              3.8%
--------------------------------------------------------------------------------

   Network access services revenues are earned from carriers for their use of
the Company's local exchange facilities in providing usage services to their
customers, and from end-user subscribers.  Switched access revenues are derived
from fixed and usage-based charges paid by carriers for access to the Company's
network.  Special access revenues arise from access charges paid by carriers and
end-users who have private networks.  End-user access revenues are earned from
the Company's customers who pay for access to the network.

   Network access services revenues increased in 1997 principally due to higher
customer demand as reflected by growth in access minutes of use of 4.8% in 1997.
Growth in access revenues in 1997 reflects higher network usage by alternative
providers of intraLATA toll services.  Volume growth was boosted by the
expansion of the business market, particularly for high capacity services.
Higher end-user revenues, attributable to an increase in access lines in
service, also contributed to revenue growth in 1997.  This revenue growth was
negatively affected in 1997 by price reductions as mandated by federal and state
price cap plans.

   The Federal Communications Commission (FCC) regulates the rates that the
Company charges long distance carriers and end-user subscribers for interstate
access services.  Bell Atlantic is required to file new access rates with the
FCC each 

                                       11
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

year under the rules of its Interim Price Cap Plan. The Company implemented
required price increases for interstate access services totaling approximately
$6 million on an annual basis for the period July 1996 through June 1997.
Effective July 1, 1997, the Company implemented annual price decreases on
interstate access services of approximately $58 million. The rates included in
the 1997 filing will be in effect through June 1998. In addition, effective
January 1, 1998, the Company adjusted its annual rates by approximately $23
million to recover contributions that it will owe to the new universal service
fund. These revenues will be entirely offset by the contribution amount, which
will be recorded in Other Operating Expenses. Rates for intrastate switched
access services, which are regulated by the PUC, were reduced in January 1997
pursuant to the Company's price cap and rate rebalancing plans.

   Revenues were also affected by reductions of approximately $24 million in
1997 and $21 million in 1996 for contingencies associated with regulatory
matters.

   For a further discussion of FCC rulemakings concerning access charges, price
caps and universal service, see Item 1 - "Description of Business, Operations -
FCC Regulation and Interstate Rates."


LONG DISTANCE SERVICES REVENUES

                                               (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(25.7)           (6.0)%
--------------------------------------------------------------------------------

   Long distance services revenues are earned primarily from calls made outside
a customer's local calling area, but within the same service area of the Company
(intraLATA toll).  Other long distance services include 800 services, Wide Area
Telephone Service (WATS) and corridor services (between LATAs in southern New
Jersey and Philadelphia).

   Company-initiated price reductions and increased competition for intraLATA
toll, WATS and private line services both contributed substantially to the
reduction in long distance services revenues in 1997.  The Company has
implemented price reductions and discount offerings and expanded long distance
calling plans on certain long distance services as part of its response to
competition.  Competition for intraLATA toll services decreased revenues as a
result of the introduction of presubscription in July 1997.  Toll message
volumes declined 1.7% in 1997 as compared to 1996.  Revenue reductions from
presubscription were partially offset by increased access revenues for usage of
the Company's network from alternative providers of intraLATA toll services.
Higher calling volumes generated by an increase in access lines in service also
mitigated revenue decreases.

   For a further discussion of presubscription, see Item 1 -"Description of
Business, Operations - Competition - IntraLATA Toll Services."


ANCILLARY SERVICES REVENUES

                                                Increase
--------------------------------------------------------------------------------
   1997 - 1996                         $21.2              9.2%
--------------------------------------------------------------------------------

   The Company provides ancillary services which include billing and collection
services for long distance carriers and affiliates, customer premises equipment
(CPE) services, facilities rental services for affiliates and nonaffiliates,
sales of materials and supplies to affiliates and voice messaging.

   Higher ancillary services revenues in 1997 resulted from growth in billing
and collection services performed for affiliates, higher pole attachment rentals
and nonperformance fees received from a vendor.  Revenue growth from voice
messaging services, principally Home Voice Mail, and the introduction of
residential customer late payment charges in the second quarter of 1997 also
contributed to the increase in ancillary services revenues.  This growth was
partially offset by a reduction in facilities rental services revenues from
affiliates.

                                       12
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

DIRECTORY AND INFORMATION SERVICES REVENUES

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                       $(336.4)           (91.7)%
--------------------------------------------------------------------------------

   As described earlier, the Company transferred certain assets and liabilities
associated with its directory publishing activities to a newly formed, wholly
owned subsidiary, effective January 1, 1997. As a result, revenues associated
with directory publishing activities transferred are no longer earned by the
Company. The Company's directory and information services revenues in 1997 are
earned primarily from fees for nonpublication of telephone numbers, multiple
white page listings and usage of directory listings.

   The decrease in directory and information services revenues in 1997 was
principally due to the effect of the transfer of directory publishing
activities.

 
OPERATING EXPENSES
------------------
(Dollars in Millions)
 
For the Years Ended December 31                   1997         1996     % Change
--------------------------------------------------------------------------------

Employee costs, including benefits and taxes..  $  658.2     $  727.7     (9.6)%
Depreciation and amortization.................     714.7        680.6      5.0
Taxes other than income.......................     143.4        146.5     (2.1)
Other operating expenses......................   1,102.6      1,159.2     (4.9)
                                                --------     --------
Total.........................................  $2,618.9     $2,714.0     (3.5)
                                                ========     ========
 


EMPLOYEE COSTS

                                              (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                         $(69.5)           (9.6)%
--------------------------------------------------------------------------------

   Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by the Company.  Similar costs
incurred by employees of Bell Atlantic Network Services, Inc. (NSI), who provide
centralized services on a contract basis, are allocated to the Company and are
included in Other Operating Expenses.

   The decrease in employee costs was primarily due to a reduction in benefit
costs caused by a number of factors, including changes in actuarial assumptions,
favorable returns on plan assets and lower than expected medical claims.
Employee costs were further reduced by the effect of additional benefit costs in
1996 associated with an amendment to a Bell Atlantic separation pay plan.  Lower
overtime pay and a decline in the level of employee costs incurred for repair
and maintenance activity also contributed to the expense reduction in 1997.
This decline was partially due to the impact of the severe weather experienced
in the first quarter of 1996 which caused a higher level of costs to be expensed
during that period.

   These cost reductions were partially offset by annual salary and wage
increases, the effect of increased work force levels principally as a result of
higher business volumes, and merger-related costs recorded in the third quarter
of 1997.  As described earlier, the Company recognized $7.6 million in 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.  The
Company also recorded $.3 million for direct incremental merger-related costs
associated with compensation arrangements.  Merger-related costs associated with
employees of NSI were allocated to the Company and are included in Other
Operating Expenses.

                                      13
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

DEPRECIATION AND AMORTIZATION

                                    Increase
--------------------------------------------------------------------------------
   1997 - 1996                 $34.1        5.0%
--------------------------------------------------------------------------------

   Depreciation and amortization increased as a result of the recording of
approximately $41 million for the write-down of obsolete fixed assets in the
third quarter of 1997.  Charges associated with the write-down of obsolete fixed
assets of NSI were allocated to the Company and are included in Other Operating
Expenses. Higher depreciation expense was also caused by growth in depreciable
telephone plant.  These expense increases were partially offset by the effect of
lower rates of depreciation and amortization.


TAXES OTHER THAN INCOME

                                   (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                 $(3.1)      (2.1)%
--------------------------------------------------------------------------------

   Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.

   The decrease in taxes other than income was primarily due to a reduction in
expense resulting from the exclusion of certain property from the tax base that
is no longer subject to the Pennsylvania Utility Realty Tax.  This decrease was
partially offset by higher gross receipts tax resulting from an increase in the
revenue tax base.


OTHER OPERATING EXPENSES

                                   (Decrease)
--------------------------------------------------------------------------------
   1997 - 1996                $(56.6)      (4.9)%
--------------------------------------------------------------------------------

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

   As a result of the transfer of directory publishing activities, certain
direct and allocated expenses related to the activities transferred are no
longer incurred by the Company.

   The decrease in other operating expenses was largely attributable to the
effect of the transfer of directory publishing activities and a reduction in
network software costs.  These decreases were partially offset by merger-related
costs and other special items recorded in the third quarter of 1997.  These
charges were comprised of costs to consolidate certain redundant real estate
properties, charges for regulatory and legal contingencies, the Company's
allocated share of employee severance costs, direct incremental and transition
merger-related costs and charges associated with the write-down of obsolete
fixed assets incurred by NSI, and other miscellaneous expense items.  The
decrease in other operating expenses was further offset by higher
interconnection charges for terminating calls on the networks of competitive
local exchange and wireless carriers, a combination of higher costs for contract
services, materials and rent, and higher centralized services expenses allocated
from NSI.


OTHER INCOME AND (EXPENSE), NET

                                   Increase
--------------------------------------------------------------------------------
   1997 - 1996                 $11.8      131.1%
--------------------------------------------------------------------------------

   The change in other income and (expense), net, was attributable to the effect
of a loss related to the disposition of certain property in the fourth quarter
of 1996 and additional interest income primarily resulting from the purchase of
short-term investments in December 1996 to pre-fund a trust for the payment of
certain employee benefits.

                                      14
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

INTEREST EXPENSE

                                               Increase
------------------------------------------------------------------------------- 
   1997 - 1996                         $2.8               2.5%
-------------------------------------------------------------------------------

   Interest expense increased principally due to higher levels of average short-
term debt.  This increase was partially offset by higher capitalized interest
costs resulting from higher levels of average telephone plant under
construction.

   See Note 7 to the financial statements for additional information about the
Company's debt.


EFFECTIVE INCOME TAX RATES

   For the Years Ended December 31
--------------------------------------------------------------------------------
   1997                                          40.4%
--------------------------------------------------------------------------------
   1996                                          40.5%
--------------------------------------------------------------------------------

   The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes and cumulative effect of
change in accounting principle.  The Company's effective income tax rate was
essentially unchanged.

   A reconciliation of the statutory federal income tax rate to the effective
income tax rate for each period is provided in Note 12 to the financial
statements.


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

   The Company uses 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
December 31, 1997 and 1996, the Company's 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 additional development
activities or to maintain the Company's capital structure to ensure financial
flexibility.

   As of December 31, 1997, the Company had $222.3 million of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation.  In
addition, the Company had $300.0 million remaining under a shelf registration
statement filed with the Securities and Exchange Commission for the issuance of
unsecured debt securities.

   The Company's debt ratio was 58.8% at December 31, 1997, compared to 55.2% at
December 31, 1996.

   On February 2, 1998, the Company declared and paid a dividend in the amount
of $104.5 million to Bell Atlantic.


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

   Year "2000" Systems Modifications

   Bell Atlantic has initiated a comprehensive program to evaluate and address
the impact of the year 2000 on its operations. This program includes steps to
(a) identify each item or element that will require date code remediation, (b)
establish a plan for remediation or replacement, (c) implement the fix, (d) test
the remediated product and (e) provide management with assurance of a seamless
transition to the year 2000. The identification and planning phases are
substantially complete and remediation and testing are in process. Bell Atlantic
expects to complete the major portion of its internal date remediation activity
in 1998.

                                      15
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   For the years 1998 through 1999, Bell Atlantic expects to incur total pre-tax
costs of approximately $200 million to $300 million associated with both
internal and external staffing resources for the necessary planning, remediation
and testing and other expenses to prepare its systems for the year 2000.
However, a portion of these costs will not be incremental, but rather will
represent the redeployment of existing information technology resources.
Estimated expenses include (a) anticipated license fees for replacement software
that will generally provide increased functionality as well as year 2000
compliance, and (b) direct remediation costs to provide priority to year 2000
compliance during the next two years. The cost of planning and initial
remediation incurred through 1997 has not been significant.  Certain other
costs, which will be capitalized, represent ongoing investment in systems
upgrades, the timing of which is being accelerated in order to facilitate year
2000 compliance.

   Bell Atlantic expects to complete this effort on a timely basis without
disruption to its customers or operations.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

   The Company is exposed to interest rate risk in the normal course of its
business.  The Company employs risk management strategies including the use of
interest rate swap agreements to manage this exposure.  The Company does not
hold derivatives for trading purposes.  The Company's objective in managing
interest rate risk is to maintain a mix of fixed and variable rate debt that
will lower its overall borrowing costs within reasonable risk parameters.  The
Company's short-term borrowings from an affiliate expose its 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 the Company's debt portfolio from a variable
rate to a fixed rate.  As of December 31, 1997, the fair value of the Company's
long-term debt and interest rate swap agreements was approximately $1,513
million.  The aggregate hypothetical fair value of these financial instruments
assuming a 100-basis-point upward parallel shift in the yield curve is estimated
to be $1,423 million.  The aggregate hypothetical fair value of these financial
instruments assuming a 100-basis-point downward parallel shift in the yield
curve is estimated to be $1,621 million.  The fair value of the Company's short-
term borrowings from an affiliate is not significantly affected by changes in
market interest rates.

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

   The notional amounts of the Company's interest rate swap agreements are used
only to calculate contractual payments to be exchanged and are not a measure of
the Company's credit risk or its future cash requirements.  Credit risk related
to interest rate swap agreements is limited to nonperformance by counterparties
to the contracts.  The Company manages that credit risk by limiting its exposure
to any one financial institution and by monitoring its counterparties' credit
ratings.  The Company believes that the risk of loss due to nonperformance by
counterparties is remote and that any losses would not be material to its
financial condition or results of operations.

                                      16
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

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).)


                                    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.

                                      17
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

                                    PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
         (Continued)

         (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.

         27.1 Financial Data Schedule - 1997.

         27.2 Restated Financial Data Schedule - 1996.

         27.3 Restated Financial Data Schedule - 1995.


    (b)  Reports on Form 8-K:

              There were no Current Reports on Form 8-K filed during the quarter
              ended December 31, 1997.

                                      18
<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 25, 1998


   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.


Signature                           Title                         Date
---------                           -----                         ----


/s/ Daniel J. Whelan                President and                 March 25, 1998
-------------------------------     Chief Executive Officer
    Daniel J. Whelan                and Director
                                    (Principal Executive Officer)

/s/ Edwin F. Hall                   Chief Financial Officer       March 25, 1998
-------------------------------     and Controller (Principal
    Edwin F. Hall                   Accounting and Financial 
                                    Officer)

/s/ Julia A. Conover                Director                      March 25, 1998
-------------------------------
    Julia A. Conover

/s/  William J. Mitchell            Director                      March 25, 1998
-------------------------------
     William J. Mitchell

                                      19
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

         Index to Financial Statements and Financial Statement Schedule

 
                                                                           Page
                                                                           ---- 
                                                                    
Report of Independent Accountants..................................         F-2
                                                                    
Statements of Income and Accumulated Deficit                        
     For the years ended December 31, 1997, 1996 and 1995..........         F-3
                                                                    
Balance Sheets - December 31, 1997 and 1996........................         F-4
                                                                    
Statements of Cash Flows                                            
     For the years ended December 31, 1997, 1996 and 1995..........         F-6
                                                                    
Notes to Financial Statements......................................         F-7
                                                                    
Schedule II - Valuation and Qualifying Accounts                     
     For the years ended December 31, 1997, 1996 and 1995..........        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.


We have audited the financial statements and financial statement schedule of
Bell Atlantic - Pennsylvania, Inc. as listed in the index on page F-1 of this
Form 10-K.  The financial statements give retroactive effect to the merger of
Bell Atlantic Corporation (the Company's parent company) and NYNEX Corporation
on August 14, 1997, which has been accounted for as a pooling of interests, as
described in Note 2 to the financial statements.  The financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bell Atlantic - Pennsylvania,
Inc. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.  In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

As discussed in Note 3 to the financial statements, in 1996, the Company changed
its method of accounting for directory publishing revenues and expenses.



/s/ COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 9, 1998

                                      F-2
<PAGE>
 
                       Bell Atlantic - Pennsylvania, Inc.

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

 
                                                1997        1996        1995
                                              --------    --------    --------
OPERATING REVENUES (including $62.1, 
  $70.2 and $84.1 from affiliates).........   $3,320.5    $3,535.6    $3,427.6
                                              --------    --------    --------
 
OPERATING EXPENSES
  Employee costs, including benefits
   and taxes...............................      658.2       727.7       729.0
  Depreciation and amortization............      714.7       680.6       668.3
  Taxes other than income..................      143.4       146.5       137.3
  Other (including $730.7, $758.6 and
   $665.8 to affiliates)...................    1,102.6     1,159.2     1,043.3
                                              --------    --------    --------
                                               2,618.9     2,714.0     2,577.9
                                              --------    --------    --------
 
OPERATING INCOME...........................      701.6       821.6       849.7
 
OTHER INCOME AND (EXPENSE), NET (including
  $0, $0 and $.3 from affiliate)...........        2.8        (9.0)        1.7
 
INTEREST EXPENSE (including $14.5, $10.7
  and $4.5 to affiliate)...................      114.8       112.0       120.6
                                              --------    --------    --------
 
Income Before Provision for Income Taxes,
  Extraordinary Item and Cumulative 
  Effect of Change in Accounting 
  Principle................................      589.6       700.6       730.8
PROVISION FOR INCOME TAXES.................      238.3       283.5       304.7
                                              --------    --------    --------
 
Income Before Extraordinary Item and
  Cumulative Effect of Change in Accounting
  Principle................................      351.3       417.1       426.1
                                              --------    --------    --------
 
EXTRAORDINARY ITEM
  Early Extinguishment of Debt, Net of Tax.        ---         ---        (3.5)
                                              --------    --------    --------
                                                   ---         ---        (3.5)
                                              --------    --------    --------
CUMULATIVE EFFECT OF CHANGE IN 
  ACCOUNTING PRINCIPLE
  Directory Publishing, Net of Tax.........        ---        49.6         ---
                                              --------    --------    --------
 
NET INCOME.................................   $  351.3    $  466.7    $  422.6
                                              ========    ========    ========
 

ACCUMULATED DEFICIT
  At beginning of year.....................   $ (257.1)   $ (217.5)   $ (216.6)
  Add:  net income.........................      351.3       466.7       422.6
                                              --------    --------    --------
                                                  94.2       249.2       206.0
  Deduct:  dividends.......................      465.9       506.0       423.1
           other changes...................       25.1          .3          .4
                                              --------    --------    --------
  At end of year...........................   $ (396.8)   $ (257.1)   $ (217.5)
                                              ========    ========    ========



                       See Notes to Financial Statements.

                                      F-3
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

                                BALANCE SHEETS
                             (Dollars in Millions)
                                        

                                     ASSETS
                                     ------
                                                             December 31
                                                          ---------------------
                                                            1997         1996
                                                          --------     --------
                                                                  
CURRENT ASSETS                                                    
Short-term investments.............................       $   58.3     $   73.3
Accounts receivable:                                              
  Trade and other, net of allowances                              
   for uncollectibles of $53.8 and $65.1...........          609.7        740.8
  Affiliates.......................................           12.3         10.8
Material and supplies..............................           23.1         15.8
Prepaid expenses...................................           45.5         70.4
Deferred income taxes..............................           30.1         39.6
Other..............................................            7.1          4.7
                                                          --------     --------
                                                             786.1        955.4
                                                          --------     --------
                                                                  
PLANT, PROPERTY AND EQUIPMENT......................        9,749.3      9,416.8
Less accumulated depreciation......................        5,750.4      5,404.4
                                                          --------     --------
                                                           3,998.9      4,012.4
                                                          --------     --------
                                                                  
OTHER ASSETS.......................................          115.6         56.8
                                                          --------     --------
                                                                  
TOTAL ASSETS.......................................       $4,900.6     $5,024.6
                                                          ========     ========



                       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
                    ---------------------------------------
 
 
                                                     December 31
                                                 -------------------
                                                   1997        1996
                                                 --------   --------

CURRENT LIABILITIES
Debt maturing within one year:
  Note payable to affiliate....................  $  277.7   $  215.1
  Other........................................       1.4      176.2
Accounts payable and accrued liabilities:         
  Affiliates...................................     354.0      361.6
  Other........................................     574.3      530.3
Advance billings and customer deposits.........      75.4       71.5
                                                 --------   --------
                                                  1,282.8    1,354.7
                                                 --------   --------
                                                  
LONG-TERM DEBT.................................   1,431.5    1,256.6
                                                 --------   --------
                                                  
EMPLOYEE BENEFIT OBLIGATIONS...................     778.9      802.4
                                                 --------   --------
                                                  
DEFERRED CREDITS AND OTHER LIABILITIES            
Deferred income taxes..........................      36.4       82.1
Unamortized investment tax credits.............      32.1       36.9
Other..........................................     140.3      153.6
                                                 --------   --------
                                                    208.8      272.6
                                                 --------   --------
                                                  
COMMITMENTS (Note 6)                              
                                                  
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
Accumulated deficit............................    (396.8)    (257.1)
                                                 --------   --------
                                                  1,198.6    1,338.3
                                                 --------   --------
                                                  
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT..  $4,900.6   $5,024.6
                                                 ========   ========



                       See Notes to Financial Statements.

                                      F-5
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

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

<TABLE> 
<CAPTION> 

                                                         1997           1996           1995
                                                       --------       --------       --------
<S>                                                    <C>            <C>            <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................     $  351.3       $  466.7       $  422.6
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation and amortization..................        714.7          680.6          668.3
   Extraordinary item, net of tax.................          ---            ---            3.5
   Cumulative effect of change in accounting
    principle, net of tax.........................          ---          (49.6)           ---
   Deferred income taxes, net.....................        (20.6)         (16.7)         (52.0)
   Investment tax credits.........................         (4.8)          (6.7)          (8.3)
   Other items, net...............................           .2            9.8           (5.6)
   Changes in certain assets and liabilities:
      Accounts receivable.........................        129.0           (9.4)         (57.9)
      Material and supplies.......................         (7.3)            .3            2.6
      Other assets................................        (16.7)          17.0           (8.0)
      Accounts payable and accrued liabilities....        (10.6)          78.6           48.6
      Employee benefit obligations................        (23.5)          (8.7)           2.8
      Other liabilities...........................         (8.8)           8.2           (2.8)
                                                       --------       --------       --------
Net cash provided by operating activities.........      1,102.9        1,170.1        1,013.8
                                                       --------       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments...............        (86.8)        (101.9)         (32.8)
Proceeds from sale of short-term investments......        101.8           28.6           32.8
Additions to plant, property and equipment........       (753.6)        (625.6)        (577.0)
Other, net........................................         44.6           43.0           14.7
                                                       --------       --------       --------
Net cash used in investing activities.............       (694.0)        (655.9)        (562.3)
                                                       --------       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of borrowings and
 capital lease obligations........................         (1.3)         (36.0)           (.9)
Early extinguishment of debt......................          ---            ---         (200.0)
Net change in note payable to affiliate...........         62.6           18.1          184.9
Dividends paid....................................       (465.9)        (506.0)        (423.1)
Net change in outstanding checks drawn
 on controlled disbursement accounts..............         (4.3)           9.7          (12.4)
                                                       --------       --------       --------
Net cash used in financing activities.............       (408.9)        (514.2)        (451.5)
                                                       --------       --------       --------

NET CHANGE IN CASH................................          ---            ---            ---

CASH, BEGINNING OF YEAR...........................          ---            ---            ---
                                                       --------       --------       --------

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


                       See Notes to Financial Statements.

                                      F-6
<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. (the Company) is a wholly owned subsidiary
of Bell Atlantic Corporation (Bell Atlantic).  The Company operates in a single
industry segment - communications and related services.  The Company provides
two basic types of telecommunications services in a territory consisting of five
Local Access and Transport Areas (LATAs) in the state of Pennsylvania.  First,
the Company transports 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, local private
line and public telephone services.  Long distance service includes message toll
service and intraLATA Wide Area Toll Service/800 services.  The Company also
earns long distance revenue from the provision of telecommunications service
between LATAs (interLATA service) in the corridor between southern New Jersey
and Philadelphia.  Second, the Company provides exchange access service, which
links a subscriber's telephone equipment to the facilities of an interexchange
carrier which, in turn, provides interLATA telecommunications service to their
customers.  The Company also provides exchange access service to carriers which
provide intrastate intraLATA long distance telecommunications service.  Other
services provided by the Company include customer premises wiring and
maintenance and billing and collection services.  Effective January 1, 1997, the
Company transferred certain assets and liabilities associated with its directory
publishing activities to a newly formed, wholly owned subsidiary (see Note 4).

   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 likely to bring increased competitive
pressures, but will also open new markets to Bell Atlantic, such as long
distance services within its geographic region, upon completion of certain
requirements of the Telecommunications Act.

   Basis of Presentation

   On August 14, 1997, Bell Atlantic and NYNEX Corporation (NYNEX) completed a
merger, which was accounted for as a pooling of interests.  The financial
statements include certain reclassifications in presentation and certain
retroactive adjustments to conform accounting methodologies as a result of the
merger (see Note 2).

   The Company prepares its financial statements in accordance with 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.

   Revenue Recognition

   The Company recognizes revenues when services are rendered based on usage of
its local exchange network and facilities.

   Maintenance and Repairs

   The Company charges the cost of maintenance and repairs, including the cost
of replacing minor items not constituting substantial betterments, to Operating
Expenses.

   Cash and Cash Equivalents

   The Company considers 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

   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-7
<PAGE>

                      Bell Atlantic - Pennsylvania, Inc.
 
   Material and Supplies

   New and reusable materials are carried in inventory, principally at average
original cost, except that specific costs are used in the case of large
individual items.

   Plant and Depreciation

   The Company states 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. The Company used the following asset lives:
 
   Average Lives (in years)                               
   -------------------------------------------------------
   Buildings.........................            19 - 40  
   Central office equipment..........             5 - 12  
   Cable, wiring and conduit.........            15 - 50  
   Other equipment...................             5 - 30   

   When depreciable plant is replaced or retired, the carrying amount of such
plant is deducted from the respective accounts and charged to accumulated
depreciation.  Gains or losses on disposition are amortized with the remaining
net investment in telephone plant.

   Computer Software Costs

   The Company capitalizes 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 is capitalized.  Subsequent additions, modifications, or
upgrades of initial software programs, whether operating or application
packages, are expensed as incurred.

   Capitalization of Interest Costs

   The Company capitalizes 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.

   Interest Rate Swap Agreements

   The Company periodically enters into interest rate swap agreements to manage
its 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 the Company's 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 the Company's
balance sheets.  If the Company terminates 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 and would then be
accounted for at fair value, with changes in that value included in income.

   Income Taxes

   Bell Atlantic and its domestic subsidiaries, including the Company, file a
consolidated federal income tax return.

   The consolidated amount of current and deferred tax expense is allocated 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.

                                      F-8
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   The Company uses the deferral method of accounting for investment tax credits
earned prior to repeal of investment tax credits by the Tax Reform Act of 1986.
The Company also defers certain transitional credits earned after the repeal.
These credits are being amortized as a reduction to the Provision for Income
Taxes over the estimated service lives of the related assets.

   Advertising Costs

   Advertising costs are expensed as incurred.

   Stock-Based Compensation

   The Company participates 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.  Effective January 1, 1996,
Bell Atlantic adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" (see Note 10).


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.  The stockholders of each company approved the merger at
special meetings held in November 1996.  Under the terms of the amended
agreement, NYNEX became a wholly owned subsidiary of Bell Atlantic.  The merger
has been accounted for as a pooling of interests.

   As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has 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

   Results of operations for 1997 include 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 the Company's 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 the Company's 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.


3. CHANGE IN ACCOUNTING PRINCIPLE - DIRECTORY PUBLISHING

   Effective January 1, 1996, the Company changed its method of accounting for
directory publishing revenues and expenses from the amortized method to the
point-of-publication method.  Under the point-of-publication method, revenues
and expenses are recognized when the directories are published rather than over
the lives of the directories, as under the amortized method.  The Company
believes the point-of-publication method is preferable because it is the method
generally followed by publishing companies.

   This accounting change resulted in a one-time, noncash increase in net income
of $49.6 million (net of income tax of $35.2 million), which is reported as a
cumulative effect of a change in accounting principle at January 1, 1996.  On an
annual basis, the financial impact of applying this method in 1996 was not
significant, and it would not have been significant had it been applied in 1995.

                                      F-9
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

4. TRANSFER OF DIRECTORY PUBLISHING ACTIVITIES

   On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary.  The stock of the
subsidiary was immediately distributed to Bell Atlantic.  The transfer of such
assets and liabilities was completed as part of Bell Atlantic and the Company's
response to the requirements of the Telecommunications of Act of 1996, which
prohibits the Company from engaging in electronic publishing or joint sales and
marketing of electronic products.

   Net assets transferred by the Company totaled approximately $24 million, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.

   Revenues related to the Company's directory publishing activities transferred
were approximately $340 million and $301 million for the years ended December
31, 1996 and 1995, respectively.  Direct expenses related to the directory
publishing activities transferred were approximately $138 million and $119
million for the years ended December 31, 1996 and 1995, respectively.  The
Company does not separately identify indirect expenses attributable to the
directory publishing activities, including expenses related to billing and data
management and processing services, legal, external affairs, depreciation,
interest expense and any corresponding tax expense.


5. PLANT, PROPERTY AND EQUIPMENT

   Plant, property and equipment, which is stated at cost, is summarized as
follows at December 31:
 
                                                            1997         1996
                                                          ---------   ---------
                                                          (Dollars in Millions)
                                                         
   Land.............................................      $    34.8   $    36.0
   Buildings........................................          723.5       738.3
   Central office equipment.........................        4,035.9     3,729.1
   Cable, wiring and conduit........................        3,781.9     3,642.3
   Other equipment..................................        1,030.8     1,110.0
   Other............................................           54.1        62.5
   Construction-in-progress.........................           88.3        98.6
                                                          ---------   ---------
                                                            9,749.3     9,416.8
   Accumulated depreciation.........................       (5,750.4)   (5,404.4)
                                                          ---------   ---------
   Total............................................      $ 3,998.9   $ 4,012.4
                                                          =========   =========

                                      F-10
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

6. LEASES

   The Company leases certain facilities and equipment for use in its operations
under both capital and operating leases. Plant, property and equipment included
capital leases of $24.6 million and $23.6 million, and related accumulated
amortization of $13.9 million and $12.7 million at December 31, 1997 and 1996,
respectively. The Company incurred initial capital lease obligations of $1.0
million in 1997, $.3 million in 1996 and $.3 million in 1995.

   Total rent expense amounted to $52.5 million in 1997, $42.2 million in 1996
and $58.6 million in 1995. Of these amounts, $23.2 million, $18.3 million and
$26.2 million in 1997, 1996 and 1995, respectively, were lease payments to
affiliated companies.

   At December 31, 1997, the aggregate minimum rental commitments under
noncancelable leases for the periods shown are as follows:
 

   Years                                        Capital Leases  Operating Leases
   -----                                        --------------  ----------------
                                                     (Dollars in Millions)
                                                                  
   1998........................................      $ 2.8            $12.1
   1999........................................        2.6             11.5
   2000........................................        2.8              4.7
   2001........................................        1.5              1.0
   2002........................................        1.4              0.1
   Thereafter..................................       18.0              0.1
                                                     -----            -----
   Total minimum rental commitments............       29.1            $29.5
                                                                      =====
                                                
   Less interest and executory costs...........       13.6
                                                     -----
   Present value of minimum                     
      lease payments...........................       15.5
   Less current installments...................        1.4
                                                     -----
   Long-term obligation at                      
      December 31, 1997........................      $14.1
                                                     =====

   As of December 31, 1997, the total minimum sublease rentals to be received in
the future under noncancelable capital subleases was $10.7 million.
 
 
7. DEBT

   Debt Maturing Within One Year

   Debt maturing within one year consists of the following at December 31:
 
                                                         1997         1996
                                                      -----------  ----------
                                                       (Dollars in Millions)
 
   Note payable to affiliate (BANFC)................      $277.7      $215.1
   Long-term debt maturing within one year..........         1.4       176.2
                                                          ------      ------
   Total debt maturing within one year..............      $279.1      $391.3
                                                          ======      ======
 
   Weighted average interest rate for note payable
     outstanding at year-end........................        5.8%        5.5%
                                                          ======      ======

   The Company has 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 the

                                      F-11
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

Company, and invests funds in temporary investments on their behalf. At December
31, 1997, the Company had $222.3 million of an unused line of credit with BANFC.

   Long-Term Debt

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

                                                             1997        1996
                                                           --------    -------- 
                                                           (Dollars in Millions)
 
   Forty year 4 3/4%, due 2001.........................    $   50.0    $   50.0
   Ten year 6 5/8%, due 2002...........................       100.0       100.0
   Forty year 4 3/8%, due 2003.........................        50.0        50.0
   Ten year 6 1/8%, due 2003...........................       150.0       150.0
   Fifteen year 7 3/8%, due 2007.......................       150.0       150.0
   Forty year 6 3/4%, due 2008.........................       100.0       100.0
   Forty year 7 1/8%, due 2012.........................        75.0        75.0
   Forty year 7 1/2%, due 2013.........................       125.0       125.0
   Thirty year 7.7%, due 2023..........................       100.0       100.0
   Forty year 8.35%, due 2030..........................       175.0       175.0
   Forty year 8 3/4%, due 2031.........................       125.0       125.0
   Forty year 7 3/8%, due 2033.........................       225.0       225.0
                                                           --------    --------
                                                            1,425.0     1,425.0
 
   Unamortized discount and premium, net...............        (7.6)       (7.9)
   Capital lease obligations - average rate
        9.3% and 9.4%..................................        15.5        15.7
                                                           --------    --------
   Total long-term debt, including current maturities..     1,432.9     1,432.8
   Less maturing within one year.......................         1.4       176.2
                                                           --------    --------
   Total long-term debt................................    $1,431.5    $1,256.6
                                                           ========    ========

   Long-term debt outstanding at December 31, 1997 includes $400.0 million that
is callable by the Company. The call prices range from 102.24% to 100.0% of face
value, depending upon the remaining term to maturity of the issue. In addition,
$175.0 million of 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.

   The Company recorded an extraordinary charge associated with the early
extinguishment of debentures called by the Company. This charge reduced net
income by $3.5 million (net of an income tax benefit of $2.5 million) in 1995.

   At December 31, 1997, the Company had $300.0 million remaining under a shelf
registration statement filed with the Securities and Exchange Commission for
issuance of unsecured debt securities.

                                      F-12
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.


8. FINANCIAL INSTRUMENTS

   Interest Rate Swap Agreements

   The Company has entered into interest rate swap agreements to adjust the
interest rate profile of its debt portfolio and allow it to achieve a targeted
mix of floating and fixed rate debt. Interest rate swap agreements have not
significantly affected the Company's relative proportion of variable and fixed
interest expense. The following table provides additional information about the
Company's 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 the Company's potential
gains or losses from market risks. They do not represent the Company's exposure
in the event of nonperformance by a counterparty or its future cash
requirements.

                                                (Dollars in Millions)
--------------------------------------------------------------------------------
                                                           Weighted Average Rate
                                   Notional                ---------------------
Pay Fixed:                          Amount     Maturities     Receive      Pay
--------------------------------------------------------------------------------
At December 31,
1997...........................    $150.0      2001-2005        5.5%       6.1%
1996...........................     150.0      2001-2005        5.5        6.1

   Concentrations of Credit Risk

   Financial instruments that subject the Company to concentrations of credit
risk consist primarily of short-term investments, trade receivables and interest
rate hedge 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. For the years
ended December 31, 1997, 1996 and 1995, revenues generated from services
provided to AT&T (primarily network access and billing and collection) were
$294.3 million, $310.6 million and $339.7 million, respectively.

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

                                      F-13
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   Fair Values of Financial Instruments

   The table below provides additional information about the Company's material
financial instruments at December 31, 1997:


   Financial Instrument                     Valuation Method                   
   -----------------------------------------------------------------------------
   Note payable to affiliate (BANFC)        Carrying amounts                   
     and short-term investments                                                
                                                                               
   Debt (excluding capital leases)          Market quotes for  similar terms   
                                            and maturities or future cash flows 
                                            discounted at current rates        
                                                                               
   Interest rate swap agreements            Gains or losses to terminate       
                                            agreements                          
<TABLE> 
<CAPTION> 
                                                                 1997                      1996
                                                        -----------------------    --------------------
                                                         Carrying       Fair        Carrying     Fair
                                                          Amount        Value        Amount     Value
                                                        -----------------------    --------------------
                                                                       (Dollars in Millions)
<S>                                                     <C>           <C>          <C>         <C> 
   Debt...........................................        $1,695.1    $1,791.2      $1,632.2   $1,674.4
 
   Interest rate swap agreements..................             ---         (.9)          ---        3.5
 
</TABLE> 
 
9. SHAREOWNER'S INVESTMENT

<TABLE>
<CAPTION>
 
                                                           Common          Contributed         Accumulated          
   (Dollars in Millions)                                    Stock            Capital             Deficit            
   ---------------------------                            --------          ---------          -----------          
  <S>                                                     <C>               <C>                 <C>                 
   Balance at December 31, 1994, as reported......        $1,594.7          $     .7            $ (210.6)           
   Adjustment for conforming accounting                                                                             
      methodologies...............................                                                  (6.0)           
                                                          --------          ---------           ---------           
   Balance at December 31, 1994, restated.........         1,594.7                .7              (216.6)           
                                                                                                                    
   Net income.....................................                                                 422.6             
   Dividends paid to Bell Atlantic................                                                (423.1)            
   Other..........................................                                                   (.4)            
                                                          --------          --------            ---------           
   Balance at December 31, 1995...................         1,594.7                .7              (217.5)            
                                                                                                                    
   Net income.....................................                                                 466.7             
   Dividends paid to Bell Atlantic................                                                (506.0)            
   Other..........................................                                                   (.3)            
                                                          --------          --------            ---------           
   Balance at December 31, 1996...................         1,594.7                .7              (257.1)            
                                                                                                                    
   Net income..............                                                                        351.3             
   Dividends paid to Bell Atlantic................                                                (465.9)            
   Other..........................................                                                 (25.1)            
                                                          --------          --------            ---------           
   Balance at December 31, 1997...................        $1,594.7          $     .7            $ (396.8)            
                                                          ========          ========            =========            
</TABLE>

   As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has 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.

                                      F-14
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

10. STOCK INCENTIVE PLANS

    The Company participates in stock-based compensation plans sponsored by Bell
Atlantic.  Bell Atlantic applies APB Opinion No. 25 and related interpretations
in accounting for the plans.  Effective January 1, 1996, Bell Atlantic 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
1995 and subsequent awards consistent with the provisions of SFAS No. 123,
the Company's pro forma net income for the years ended December 31, 1997, 1996
and 1995 would have been $347.6 million, $463.1 million and $419.4 million,
respectively, compared to as reported net income of $351.3 million, $466.7
million and $422.6 million for the corresponding years.  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:
 
                                                      1997      1996      1995
                                                     ------    ------    ------
                                                                  
    Dividend yield...............................     4.86%     4.90%     5.10%
    Expected volatility..........................    14.87%    14.70%    15.90%
    Risk-free interest rate......................     6.35%     5.40%     7.60%
    Expected lives (in years)....................        5      4.5       4.5

    The weighted average value of options granted was $8.60 per option during
1997, $7.23 per option during 1996 and $7.46 per option during 1995.


11. EMPLOYEE BENEFITS

    The Company participates in the Bell Atlantic benefit plans.  In 1997,
following the completion of the merger, Bell Atlantic continued to maintain
separate benefit plans for employees of the former NYNEX companies.  The assets
of the Bell Atlantic and NYNEX pension and savings plans have been commingled in
a master trust.  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.

    Effective January 1, 1998, Bell Atlantic established common pension and
savings plans benefit provisions for all management employees. As a result,
continuing NYNEX management employees will receive the same benefit levels as
previously given under Bell Atlantic management plans.  Pension and other
postretirement benefits for associate employees are subject to collective
bargaining agreements, and no changes were bargained in 1997.  Modifications in
associate benefits have been bargained from time to time, and Bell Atlantic may
also periodically amend the benefits in the management plans. Substantive
commitments for future amendments are reflected in the pension costs and benefit
obligations.

    The structure of Bell Atlantic's benefit plans does not provide for the
determination of certain disclosures required by SFAS No. 87, "Employers'
Accounting for Pensions" and SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions".  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, 1997, which shows combined results and weighted-
average assumptions. The Company's benefit costs and obligations for 1997, 1996
and 1995 were based on the historic benefit plans and actuarial assumptions as
shown in the tables below.

    Pension Plans

    Bell Atlantic sponsors noncontributory defined benefit pension plans
covering substantially all of its management and associate employees. Benefits
for associate employees are determined by a flat dollar amount per year of
service according to job classification. Effective December 31, 1995, the plan
covering management employees was converted to a cash balance plan with benefits
determined by compensation credits related to age and service and interest
credits based on individual account balances. The management pension benefit for
prior years was based on a stated percentage of adjusted career average
earnings.

                                      F-15
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

   Under the cash balance plan, each management employee's opening account
balance was determined by converting the accrued pension benefit as of December
31, 1995 to a lump-sum amount based on the prior plan's provisions.  The lump-
sum value was then multiplied by a transition factor based on age and service to
arrive at the opening balance.

   Bell Atlantic's objective in funding the plans is to accumulate funds at a
relatively stable level over participants' working lives so that benefits are
fully funded at retirement.  Plan assets consist principally of investments in
domestic and foreign corporate equity securities, U.S. and foreign government
and corporate debt securities, and real estate.

   Pension (benefit) cost was $(33.2) million, $9.5 million and $8.5 million for
the years ended December 31, 1997, 1996 and 1995, respectively.  The change in
pension cost from year to year was caused by a number of variables, including
changes in actuarial assumptions (see table below), favorable returns on plan
assets and plan amendments.

   The significant assumptions used for the pension measurements were as follows
at December 31:
 
                                                      1997     1996     1995
                                                      -----    -----    -----

   Discount rate....................................  7.25%    7.75%    7.25%
   Rate of future increases in compensation levels
     Management - through 2000......................  3.00     4.75     4.75
     Management - thereafter........................  4.50     4.75     4.75
     Associate......................................  4.00     4.75     4.75

   The expected long-term rate of return on plan assets was 8.90% for 1997 and
8.25% for 1996 and 1995.

   Postretirement Benefits Other Than Pensions

   Bell Atlantic's postretirement health and life insurance benefit plans cover
substantially all of the Company's management and associate employees.
Postretirement health benefit costs are based on comprehensive medical and
dental plan provisions.  Postretirement life insurance costs are based on annual
basic pay at retirement.

   In 1996, Bell Atlantic restructured certain postretirement health and life
insurance obligations and assets to create a single plan.  The remaining
postretirement benefits continue to be provided by separate plans.  The
restructure did not affect plan benefits or postretirement benefit costs or
obligations.

   Bell Atlantic funds the postretirement health and life insurance benefits of
current and future retirees.  Plan assets consist principally of investments in
domestic and foreign corporate equity securities, and U.S. Government and
corporate debt securities.

   Postretirement benefit cost was $29.3 million, $52.0 million and $58.7
million for the years ended December 31, 1997, 1996 and 1995, respectively.  The
change in postretirement benefit cost from year to year was caused by a number
of variables, including changes in actuarial assumptions (see table below),
changes in plan provisions, favorable medical claims experience and favorable
returns on plan assets.

                                      F-16
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

    Assumptions used in the actuarial computations for postretirement benefits
are as follows at December 31:
 
                                                       1997     1996     1995
                                                      ------   ------   ------
                                                                             
    Discount rate....................................  7.25%    7.75%    7.25%
    Rate of future increases in compensation levels                          
     Management - through 2000.......................  3.00     4.75     4.75
     Management - thereafter.........................  4.50     4.75     4.75
     Associate.......................................  4.00     4.75     4.75
    Medical cost trend rate:                                                 
     Year ending.....................................  6.50     7.00    10.00 
     Ultimate (year 2001 for 1997 and 1996,                                  
          2003 for 1995).............................  5.00     5.00     5.00 
    Dental cost trend rate:                                                  
     Year ending.....................................  3.50     4.00     4.00 
     Ultimate (year 2002)............................  3.00       --       --  


    The expected long-term rate of return on plan assets was 8.90% for 1997 and
8.25% for 1996 and 1995.

    Savings Plans and Employee Stock Ownership Plans

    Substantially all of the Company's employees are eligible to participate in
savings plans established by Bell Atlantic to provide opportunities for eligible
employees to save for retirement on a tax-deferred basis and encourage employees
to acquire and maintain an equity interest in Bell Atlantic.  Under these plans,
a certain percentage of eligible employee contributions are matched with shares
of Bell Atlantic common stock.  The Company matches 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 the leveraged ESOP trusts that held securities
before December 15, 1989.  The Company recognizes its proportionate share of
total ESOP cost based on the Company's matching obligation attributable to
participating Company employees.  The Company recorded total ESOP cost of $13.4
million, $14.5 million and $17.3 million in 1997, 1996 and 1995, respectively.
 
 
12. INCOME TAXES

    The components of income tax expense are as follows:
 
                                                     Years Ended December 31
                                                  -----------------------------
                                                    1997       1996       1995 
                                                  -------     ------     ------
                                                      (Dollars in Millions)
                                                                               
    Current:                                                                   
      Federal....................................  $200.7     $231.0     $276.8
      State and local............................    63.0       75.9       88.2
                                                   ------     ------     ------
      Total......................................   263.7      306.9      365.0
                                                   ------     ------     ------
                                                                               
    Deferred:                                                                  
      Federal....................................   (17.3)     (11.3)     (39.4)
      State and local............................    (3.3)      (5.4)     (12.6)
                                                   ------     ------     ------
      Total......................................   (20.6)     (16.7)     (52.0)
                                                   ------     ------     ------
                                                    243.1      290.2      313.0
    Investment tax credits.......................     4.8       (6.7)      (8.3)
                                                   ------     ------     ------
    Total income tax expense.....................  $238.3     $283.5     $304.7
                                                   ======     ======     ======

    In 1995, state income tax rate changes resulted in an increase to deferred
tax expense of $4.3 million.

                                     F-17
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

    The provision for income taxes varies from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes.  The difference is attributable to the following factors:
 
                                                        Years Ended December 31
                                                       -------------------------
                                                         1997     1996     1995
                                                       -------  -------  -------
 
    Statutory federal income tax rate................     35.0%    35.0%   35.0%
    Investment tax credits...........................      (.5)     (.6)    (.7)
    State income taxes, net of federal tax benefits..      6.6      6.6     6.7
    Other, net.......................................      (.7)     (.5)     .7
                                                          ----     ----    ----
    Effective income tax rate........................     40.4%    40.5%   41.7%
                                                          ====     ====    ==== 

    Deferred taxes arise because of differences in the book and tax bases of
certain assets and liabilities.  Significant components of deferred tax
liabilities (assets) were as follows at December 31:

                                                          1997           1996
                                                         -------       ------- 
                                                         (Dollars in Millions)
                                                                    
    Deferred tax liabilities:                                       
      Depreciation...................................    $ 529.8       $ 555.2
      Other..........................................       14.7          22.4
                                                         -------       ------- 
                                                           544.5         577.6
                                                         -------       -------
    Deferred tax assets:                                            
      Employee benefits..............................     (437.8)       (456.7)
      Investment tax credits.........................      (13.3)        (15.3)
      Advance payments...............................        (.4)         (1.4)
      Other..........................................      (86.7)        (61.7)
                                                         -------       -------
                                                          (538.2)       (535.1)
                                                         -------       -------
    Net deferred tax liability.......................    $   6.3       $  42.5
                                                         =======       =======

    Deferred tax assets include approximately $358 million and $357 million at
December 31, 1997 and 1996, respectively, 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.

13. ADDITIONAL FINANCIAL INFORMATION
 
                                                              December 31
                                                         --------------------
                                                          1997          1996 
                                                         ------        ------ 
                                                         (Dollars in Millions)
    BALANCE SHEETS:                              
    Accounts payable and accrued liabilities:    
      Accounts payable - affiliates..................    $352.7        $360.9
      Accounts payable - other.......................     376.1         338.8
      Accrued expenses...............................      75.3          81.1
      Accrued vacation pay...........................      55.9          54.7
      Accrued taxes..................................      36.8          25.6
      Interest payable - other.......................      30.2          30.1
      Interest payable - affiliate...................       1.3            .7
                                                         ------        ------ 
                                                         $928.3        $891.9
                                                         ======        ====== 

                                     F-18
 
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc. 

                                                       Years Ended December 31
                                                       -----------------------
                                                        1997     1996    1995
                                                       -------  ------  ------
                                                        (Dollars in Millions)
                                                 
    STATEMENTS OF CASH FLOWS:                    
    Cash paid during the year for:               
      Income taxes, net of amounts refunded......       $281.2  $326.3  $368.3
      Interest, net of amounts capitalized.......        113.1   109.9   121.7
                                                 
    STATEMENTS OF INCOME AND                     
      ACCUMULATED DEFICIT:                       
    Interest expense incurred,                   
      net of amounts capitalized.................        114.8   112.0   120.6
    Capitalized interest.........................          6.1     5.4     7.5
    Advertising expense..........................         33.8    34.0    31.3

    Interest paid during the year includes $14.0 million in 1997, $10.1 million
in 1996 and $4.0 million in 1995 related to short-term financing services
provided by Bell Atlantic Network Funding Corporation (see Note 7).

    Advertising expense includes $31.9 million, $24.0 million and $20.0 million
in 1997, 1996 and 1995, respectively, allocated to the Company by Bell Atlantic
Network Services, Inc. (NSI).

    At December 31, 1997 and 1996, $22.4 million and $26.7 million,
respectively, of bank overdrafts were classified as accounts payable.


14. TRANSACTIONS WITH AFFILIATES

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

    The Company has 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.  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.
The Company's allocated share of NSI costs also includes costs for technical and
support services billed by Bell Communications Research, Inc. (Bellcore),
another affiliated company which was owned jointly by the seven regional holding
companies.  In 1997, Bell Atlantic and the other Bellcore owners sold their
jointly owned investment in Bellcore. The Company continues to contract with
Bellcore for technical and support services.

    The Company recognizes interest expense and income in connection with
contractual arrangements with BANFC to provide short-term financing, investing
and cash management services to the Company (see Note 7).

    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.  The Company also paid cash
dividends to its parent company, Bell Atlantic.

                                     F-19
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

    Transactions with affiliates are summarized as follows:

 
                                                       Years Ended December 31
                                                      -------------------------
                                                       1997      1996     1995
                                                      ------    ------   ------ 
                                                        (Dollars in Millions)

    Operating revenues:
      Interstate revenue sharing from affiliates..    $  2.7    $  2.7   $ 12.7
      Other revenue from affiliates...............      59.4      67.5     71.4
                                                      ------    ------   ------
                                                        62.1      70.2     84.1
                                                      ------    ------   ------
                                                                         
    Operating expenses:                                                  
      NSI - network...............................     405.3     398.8    336.4
      NSI - other.................................     245.1     229.3    215.6
      Bellcore....................................      33.4      30.4     29.3
      Other.......................................      46.9     100.1     84.5
                                                      ------    ------   ------
                                                       730.7     758.6    665.8
                                                      ------    ------   ------
 
    Interest income from BANFC....................       ---       ---       .3
 
    Interest expense to BANFC.....................      14.5      10.7      4.5
 
    Dividends paid to Bell Atlantic...............     465.9     506.0    423.1

    Outstanding balances with affiliates are reported on the balance sheets at
December 31, 1997 and 1996 as Accounts Receivable - Affiliates, Note Payable to
Affiliate, and Accounts Payable and Accrued Liabilities - Affiliates.

    On February 2, 1998, the Company declared and paid a dividend in the amount
of $104.5 million to Bell Atlantic.


15. LITIGATION AND OTHER CONTINGENCIES

    Various legal actions and regulatory proceedings are pending to which the
Company is a party.  The Company has established reserves for liabilities in
connection with regulatory and legal matters which it currently deems to be
probable and estimable.  The Company does not expect that the ultimate
resolution of these matters in future periods will have a material effect on the
Company's financial position, but it could have a material effect on results of
operations.

                                     F-20
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

16.  QUARTERLY FINANCIAL INFORMATION (unaudited)

                                                     Income Before
                                                   Extraordinary Item
                                                     and Cumulative
                                                    Effect of Change
                         Operating    Operating       in Accounting       Net 
Quarter Ended             Revenues      Income         Principle        Income
-------------            ---------    ---------    ------------------  --------
                                        (Dollars in Millions)
1997:
   March 31............  $  824.6      $  210.2         $  108.7       $  108.7
   June 30.............     836.8         219.2            115.5          115.5
   September 30*.......     810.9          78.7             30.0           30.0
   December 31.........     848.2         193.5             97.1           97.1
                         --------      --------         --------       --------
   Total...............  $3,320.5      $  701.6         $  351.3       $  351.3
                         ========      ========         ========       ========

1996:
   March 31............  $  872.3      $  220.4         $  114.2       $  163.8
   June 30.............     873.3         211.3            106.5          106.5
   September 30........     884.7         209.9            107.9          107.9
   December 31.........     905.3         180.0             88.5           88.5
                         --------      --------         --------       --------
   Total...............  $3,535.6      $  821.6         $  417.1       $  466.7
                         ========      ========         ========       ========
 
   *Results of operations for the third quarter of 1997 include merger-related
costs (see Note 2).

                                      F-21
<PAGE>
 
                      Bell Atlantic - Pennsylvania, Inc.

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              For the Years Ended December 31, 1997, 1996 and 1995
                             (Dollars in Millions)
<TABLE> 
<CAPTION> 
                                                  Additions
                                            ---------------------
                                                          Charged
                              Balance at    Charged      to Other                     Balance
                              Beginning       to         Accounts     Deductions      at End
Description                   of Period     Expenses      Note(a)       Note(b)      of Period
-----------                   ---------     --------     --------     ----------     ---------
<S>                           <C>           <C>          <C>          <C>            <C> 
Allowance for Uncollectible
   Accounts Receivable:
 
   Year 1997...............     $65.1         $44.4        $51.9        $107.6         $53.8
                                                                        
   Year 1996...............     $61.3         $56.8        $51.8        $104.8         $65.1
                                                                        
   Year 1995...............     $51.9         $61.8        $59.4        $111.8         $61.3
 
</TABLE>



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

(a)   (i) Amounts previously written off which were credited directly to this
      account when recovered; and (ii) accruals charged to accounts payable for
      anticipated uncollectible charges on purchases of accounts receivable from
      others which were billed by the Company.

(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, 1997



                       Bell Atlantic - Pennsylvania, Inc.



                         COMMISSION FILE NUMBER 1-6393
<PAGE>
 
     Form 10-K for 1997
     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.

     27.1    Financial Data Schedule - 1997.

     27.2    Restated Financial Data Schedule - 1996.

     27.3    Restated Financial Data Schedule - 1995.