<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 1995
Frontier Corporation
----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-4166 16-0613330
-------------- ---------- ------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
180 South Clinton Avenue
Rochester, New York 14646
-------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code
(716) 777-7100
Item 2 Acquisition or Disposition of Assets
- ------ ------------------------------------
As reported previously, on April 10, 1995 Frontier Corporation
("Frontier") and ALC Communications Corporation ("ALC") announced
that they have entered into an Agreement and Plan of Merger
providing, subject to the terms and conditions set forth therein,
for the merger of a wholly-owned subsidiary of Frontier ("Sub")
with and into ALC.
Also filed by this Report on Form 8-K are Unaudited Combined Pro
Forma Consolidated Financial Information and the Notes to Unaudited
Pro Forma Combined Financial Statements for Frontier Corporation
and ALC Communications Corporation.
The Form 8-K, filed April 12, 1995 of Frontier and the Form 10-K of
ALC for the year ended December 31, 1994, filed March 24, 1995, are
hereby incorporated in this Form 8-K by reference thereto.
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Item 7 Financial Statements and Exhibits
- ------ ---------------------------------
Unaudited Pro Forma Combined Financial Information
Frontier Corporation and ALC Communications Corporation
- Unaudited Pro Forma Combined Balance Sheet: March 31, 1995
Frontier Corporation and ALC Communications Corporation
- Unaudited Pro Forma Combined Statement of Income: Three
Months Ended March 31, 1995 and 1994
Frontier Corporation and ALC Communications Corporation
- Unaudited Pro Forma Combined Statement of Income: Years
Ended December 31, 1994, 1993 and 1992
Frontier Corporation - Notes to Unaudited Pro Forma Combined
Financial Statements
Exhibits
--------
23-1 Consent of Independent Accountants
(Price Waterhouse LLP)
23-2 Consent of Independent Accountants
(Ernst & Young LLP)
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Unaudited Pro Forma Combined Financial Statements
For Frontier Corporation and ALC Communications Corporation
The unaudited pro forma combined financial statements are presented
to reflect the estimated impact on the restated financial statements
(as filed on Form 8-K on April 12, 1995) of Frontier Corporation (Frontier),
formerly Rochester Telephone Corporation, of the proposed Frontier
transaction as follows:
- - The business combination with ALC Communications Corporation (ALC) for an
estimated 78.7 million Frontier common shares. The transaction
will be accounted for using the pooling of interests method.
Frontier has completed a business acquisition and disposition and has
pending other business acquisitions, including WCT Communications,
Inc., expected to be consummated in 1995 which individually and in
the aggregate are not significant to its consolidated restated
financial statements. As such, pro forma data on these
transactions are not presented.
The unaudited pro forma combined statements of income and balance
sheet reflect the business combination with ALC, which is expected to be
accounted for using the pooling of interests method. As required by
Regulation S-X Article 11-02, the unaudited pro forma combined
statements of income combine the results of Frontier and ALC for each
of the three years ended December 31, 1994, 1993 and 1992, and for
the three months ended March 31, 1995 and 1994, assuming the
business combination with ALC occurred on January 1, 1992.
The unaudited pro forma combined balance sheet assumes the
business combination had occurred on March 31, 1995, combining the balance
sheets for Frontier and ALC as of March 31, 1995.
The unaudited pro forma combined financial statements give effect
only to the adjustments set forth in the accompanying notes and do
not reflect any synergies anticipated by Frontier's management as a
result of this business combination. Nonrecurring charges, including
legal and other professional fees, directly attributable to the business
combination are not included in the unaudited pro forma combined
financial statements. As the nonrecurring charges are incurred,
they will be included in the expenses of the combined operations.
The unaudited pro forma data is presented for informational
purposes only and is not necessarily indicative of the results of
operations or financial position which would have been achieved
had the transactions been completed as of the beginning of the
earliest period presented, nor is it necessarily indicative of
Frontier's future results of operations or financial position.
The unaudited pro forma combined financial statements should be read
in conjunction with the historical financial statements of Frontier
(as restated and filed on Form 8-K on April 12, 1995) and ALC
incorporated by reference into this filing.
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FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1995
(In thousands of dollars)
<CAPTION>
Frontier ALC
3/31/95 3/31/95 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $316,363 $3,016 $0 $319,379
Short-term investments 297 0 0 297
Accounts receivable 182,108 103,791 0 285,899
Material and supplies 9,276 2,741 0 12,017
Prepayments and other 29,490 10,371 0 39,861
---------- ---------- ---------- ----------
Total Current Assets 537,534 119,919 0 657,453
---------- ---------- ---------- ----------
Property, Plant and Equipment:
Telephone plant in service 1,548,625 0 0 1,548,625
Telephone plant under construction 31,394 0 0 31,394
---------- ---------- ---------- ----------
1,580,019 0 0 1,580,019
Less - Accumulated depreciation 718,597 0 0 718,597
---------- ---------- ---------- ----------
Net Telephone Plant 861,422 0 0 861,422
---------- ---------- ---------- ----------
Telecommunication property 193,812 154,180 0 347,992
Less - Accumulated depreciation 93,471 81,003 0 174,474
---------- ---------- ---------- ----------
Net Telecommunication Property 100,341 73,177 0 173,518
---------- ---------- ---------- ----------
Goodwill 157,586 89,092 0 246,678
Deferred and Other Assets 136,008 48,255 0 184,263
---------- ---------- ---------- ----------
Total Assets $1,792,891 $330,443 $0 $2,123,334
========== ========== ========== ==========
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LIABILITIES AND SHAREOWNERS' EQUITY:
Current Liabilities:
Accounts payable $146,087 $104,261 $0 $250,348
Notes payable 58 0 0 58
Advance billings 11,614 0 0 11,614
Dividends payable 17,041 0 0 17,041
Long-term debt due within one year 4,404 237 0 4,641
Taxes accrued 33,426 13,746 0 47,172
Interest accrued 11,613 0 0 11,613
---------- ---------- ---------- ----------
Total Current Liabilities 224,243 118,244 0 342,487
---------- ---------- ---------- ----------
Long-Term Debt 567,090 88,514 0 655,604
Deferred Income Taxes 108,497 (10,429) 0 98,068
Deferred Employee Benefits Obligation 49,320 0 0 49,320
Minority Interests 351 0 0 351
Shareowners' Equity:
Common Stock 81,871 337 78,400 (a) 160,608
Capital in excess of par value 258,438 152,102 (78,400)(a) 332,140
Retained earnings 480,451 (18,308) 0 462,143
Translation adjustment 0 (17) 0 (17)
---------- ---------- ---------- ----------
Common Shareowners' Equity subtotal 820,760 134,114 0 954,874
Less: Treasury stock at cost 147 0 0 147
---------- ---------- ---------- ----------
Common Shareowners' Equity 820,613 134,114 0 954,727
Preferred Stock 22,777 0 0 22,777
---------- ---------- ---------- ----------
Total Shareowners' Equity 843,390 134,114 0 977,504
---------- ---------- ---------- ----------
Total Liabilities and Shareowners' Equity $1,792,891 $330,443 $0 $2,123,334
========== ========== ========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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<TABLE>
FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1995
(In thousands of dollars, except per share data)
<CAPTION>
Frontier ALC
Three Months Three Months
Ended Ended
3/31/95 3/31/95 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
REVENUES & SALES:
Telephone Operations $152,795 $0 $0 $152,795
Telecommunication Services 130,623 177,753 0 308,376
---------- ---------- ---------- ----------
Total Revenues and Sales 283,418 177,753 0 461,171
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 179,309 140,005 0 319,314
Cost of goods sold 4,133 0 0 4,133
Depreciation 29,911 3,486 0 33,397
Taxes other than income taxes 10,628 963 0 11,591
Acquisition related charges 4,750 0 0 4,750
---------- ---------- ---------- ----------
Total Costs and Expenses 228,731 144,454 0 373,185
---------- ---------- ---------- ----------
Operating Income 54,687 33,299 0 87,986
Interest expense 11,704 2,162 0 13,866
Other income and expense:
Allowance for funds used during construction 326 0 0 326
Gain (loss) on sale of assets/subsidiaries 4,826 (1) 0 4,825
Equity earnings (loss) from unconsolidated
interests in wireless interests 396 0 0 396
Other income (expense), net 1,948 714 0 2,662
---------- ---------- ---------- ----------
Income Before Taxes 50,479 31,850 0 82,329
Income taxes 18,804 11,875 0 30,679
---------- ---------- ---------- ----------
Consolidated Net Income From Continuing Ops 31,675 19,975 0 51,650
Dividends/accretion of discount/accretion of
contract payment on preferred stock 297 0 0 297
---------- ---------- ---------- ----------
Income Applicable to Common Stock $31,378 $19,975 $0 $51,353
========== ========== ========== ==========
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EARNINGS PER COMMON SHARE
Frontier Pro Forma
Historical Combined
Primary:
Income applicable to common stock $31,378 $51,353
Average common shares outstanding 81,932 160,669
---------- ----------
Earnings Per Common Share - Primary $0.38 $0.32
========== ==========
Fully Diluted:
Adjusted income applicable to common stock $31,468 $51,443
Adjusted average common shares outstanding 82,465 161,202
---------- ----------
Earnings Per Common Share - Fully Diluted $0.38 $0.32
========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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<TABLE>
FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1994
(In thousands of dollars, except per share data)
<CAPTION>
Frontier ALC
Three Months Three Months
Ended Ended
3/31/94 3/31/94 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
REVENUES & SALES:
Telephone Operations $150,999 $0 $0 $150,999
Telecommunication Services 121,104 129,789 0 250,893
---------- ---------- ---------- ----------
Total Revenues and Sales 272,103 129,789 0 401,892
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 171,877 103,288 0 275,165
Cost of goods sold 6,381 0 0 6,381
Depreciation 29,539 2,668 0 32,207
Taxes other than income taxes 12,086 (780) 0 11,306
---------- ---------- ---------- ----------
Total Costs and Expenses 219,883 105,176 0 325,059
---------- ---------- ---------- ----------
Operating Income 52,220 24,613 0 76,833
Interest expense 10,980 2,045 0 13,025
Other income and expense:
Allowance for funds used during construction 276 0 0 276
Gain (loss) on sale of assets/subsidiaries 0 98 0 98
Equity earnings (loss) from unconsolidated
interests in wireless interests 197 0 0 197
Other income (expense), net (837) 229 0 (608)
---------- ---------- ---------- ----------
Income Before Taxes 40,876 22,895 0 63,771
Income taxes 15,363 8,250 0 23,613
---------- ---------- ---------- ----------
Consolidated Net Income From Continuing Ops 25,513 14,645 0 40,158
Dividends/accretion of discount/accretion of
contract payment on preferred stock 297 0 0 297
---------- ---------- ---------- ----------
Income Applicable to Common Stock $25,216 $14,645 $0 $39,861
========== ========== ========== ==========
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EARNINGS PER COMMON SHARE
Frontier Pro Forma
Historical Combined
Primary:
Income applicable to common stock $25,216 $39,861
Average common shares outstanding 79,303 158,040
---------- ----------
Earnings Per Common Share - Primary $0.32 $0.25
========== ==========
Fully Diluted:
Adjusted income applicable to common stock $25,306 $39,951
Adjusted average common shares outstanding 79,809 158,546
---------- ----------
Earnings Per Common Share - Fully Diluted $0.32 $0.25
========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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<TABLE>
FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1994
(In thousands of dollars, except per share data)
<CAPTION>
Frontier ALC
Year Ended Year Ended
12/31/94 12/31/94 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
REVENUES & SALES:
Telephone Operations $609,678 $0 $0 $609,678
Telecommunication Services 498,431 567,824 0 1,066,255
---------- ---------- ---------- ----------
Total Revenues and Sales 1,108,109 567,824 0 1,675,933
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 677,856 448,272 0 1,126,128
Cost of goods sold 18,850 0 0 18,850
Depreciation 119,252 11,426 0 130,678
Taxes other than income taxes 47,050 1,453 0 48,503
---------- ---------- ---------- ----------
Total Costs and Expenses 863,008 461,151 0 1,324,159
---------- ---------- ---------- ----------
Operating Income 245,101 106,673 0 351,774
Interest expense 43,741 7,570 0 51,311
Other income and expense:
Allowance for funds used during construction 1,096 0 0 1,096
Gain (loss) on sale of assets/subsidiaries 10,063 13 0 10,076
Equity earnings (loss) from unconsolidated
interests in wireless interests 3,185 0 0 3,185
Other income (expense), net (20,277) 1,788 0 (18,489)
---------- ---------- ---------- ----------
Income Before Taxes 195,427 100,904 0 296,331
Income taxes 72,503 36,575 0 109,078
---------- ---------- ---------- ----------
Consolidated Net Income From Continuing Ops 122,924 64,329 0 187,253
Dividends/accretion of discount/accretion of
contract payment on preferred stock 1,186 0 0 1,186
---------- ---------- ---------- ----------
Income Applicable to Common Stock $121,738 $64,329 $0 $186,067
========== ========== ========== ==========
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EARNINGS PER COMMON SHARE
Frontier Pro Forma
Historical Combined
Primary:
Income applicable to common stock $121,738 $186,067
Average common shares outstanding 81,285 160,022
---------- ----------
Earnings Per Common Share - Primary $1.50 $1.16
========== ==========
Fully Diluted:
Adjusted income applicable to common stock $122,098 $186,427
Adjusted average common shares outstanding 81,783 160,520
---------- ----------
Earnings Per Common Share - Fully Diluted $1.49 $1.16
========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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<TABLE>
FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(In thousands of dollars, except per share data)
<CAPTION>
Frontier ALC
Year Ended Year Ended
12/31/93 12/31/93 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
REVENUES & SALES:
Telephone Operations $593,871 $0 $0 $593,871
Telecommunication Services 413,523 436,432 0 849,955
---------- ---------- ---------- ----------
Total Revenues and Sales 1,007,394 436,432 0 1,443,826
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 613,988 354,563 0 968,551
Cost of goods sold 20,819 0 0 20,819
Depreciation 116,491 9,776 0 126,267
Taxes other than income taxes 47,476 2,862 0 50,338
Software write-off 3,300 0 0 3,300
---------- ---------- ---------- ----------
Total Costs and Expenses 802,074 367,201 0 1,169,275
---------- ---------- ---------- ----------
Operating Income 205,320 69,231 0 274,551
Interest expense 46,648 11,026 0 57,674
Other income and expense:
Allowance for funds used during construction 1,330 0 0 1,330
Gain (loss) on sale of assets/subsidiaries 4,449 (27) 0 4,422
Equity earnings (loss) from unconsolidated
interests in wireless interests 1,296 0 0 1,296
Other income (expense), net (21,656) 248 0 (21,408)
---------- ---------- ---------- ----------
Income Before Taxes 144,091 58,426 0 202,517
Income taxes 54,758 18,750 0 73,508
---------- ---------- ---------- ----------
Consolidated Net Income From Continuing Ops 89,333 39,676 0 129,009
Dividends/accretion of discount/accretion of
contract payment on preferred stock 1,187 817 0 2,004
---------- ---------- ---------- ----------
Income Applicable to Common Stock $88,146 $38,859 $0 $127,005
========== ========== ========== ==========
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EARNINGS PER COMMON SHARE
Frontier Pro Forma
Historical Combined
Primary:
Income applicable to common stock $88,146 $127,005
Average common shares outstanding 76,163 154,900
---------- ----------
Earnings Per Common Share - Primary $1.16 $0.82
========== ==========
Fully Diluted:
Adjusted income applicable to common stock $88,505 $127,364
Adjusted average common shares outstanding 76,682 155,419
---------- ----------
Earnings Per Common Share - Fully Diluted $1.15 $0.82
========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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<TABLE>
FRONTIER CORPORATION AND ALC COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1992
(In thousands of dollars, except per share data)
<CAPTION>
Frontier ALC
Year Ended Year Ended
12/31/92 12/31/92 Pro Forma Pro Forma
Historical Historical Adjustments Combined
<S> <C> <C> <C> <C>
REVENUES & SALES:
Telephone Operations $567,272 $0 $0 $567,272
Telecommunication Services 312,869 376,064 0 688,933
---------- ---------- ---------- ----------
Total Revenues and Sales 880,141 376,064 0 1,256,205
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 516,891 325,100 0 841,991
Cost of goods sold 21,634 0 0 21,634
Depreciation 115,682 9,372 0 125,054
Taxes other than income taxes 44,947 608 0 45,555
---------- ---------- ---------- ----------
Total Costs and Expenses 699,154 335,080 0 1,034,234
---------- ---------- ---------- ----------
Operating Income 180,987 40,984 0 221,971
Interest expense 50,217 17,088 0 67,305
Other income and expense:
Allowance for funds used during construction 1,309 0 0 1,309
Gain (loss) on sale of assets/subsidiaries 0 (699) 0 (699)
Equity earnings (loss) from unconsolidated
interests in wireless interests (661) 0 0 (661)
Other income (expense), net (13,524) 329 0 (13,195)
---------- ---------- ---------- ----------
Income Before Taxes 117,894 23,526 0 141,420
Income taxes 44,067 9,700 0 53,767
---------- ---------- ---------- ----------
Consolidated Net Income From Continuing Ops 73,827 13,826 0 87,653
Dividends/accretion of discount/accretion of
contract payment on preferred stock 1,188 4,382 0 5,570
---------- ---------- ---------- ----------
Income Applicable to Common Stock $72,639 $9,444 $0 $82,083
========== ========== ========== ==========
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EARNINGS PER COMMON SHARE
Frontier Pro Forma
Historical Combined
Primary:
Income applicable to common stock $72,639 $82,083
Average common shares outstanding 75,348 154,085
---------- ----------
Earnings Per Common Share - Primary $0.96 $0.53
========== ==========
Fully Diluted:
Adjusted income applicable to common stock $73,009 $82,453
Adjusted average common shares outstanding 75,876 154,613
---------- ----------
Earnings Per Common Share - Fully Diluted $0.96 $0.53
========== ==========
See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
</TABLE>
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FRONTIER CORPORATION
Notes to Unaudited Pro Forma Combined Financial Statements
Note 1 - Basis of Presentation:
The unaudited pro forma combined statements of income and balance
sheet reflect the business combination with ALC Communications Corporation
(ALC), which is expected to be accounted for using the pooling of
interests method. As required by Regulation S-X Article 11-02, the
unaudited pro forma combined statements of income combine the results
of Frontier and ALC for each of the three years ended December 31,
1994, 1993 and 1992, and for the three months ended March 31, 1995
and 1994, assuming the business combination with ALC occurred on
January 1, 1992.
The unaudited pro forma combined balance sheet assumes the
business combination had occurred on March 31, 1995, combining the
balance sheets for Frontier and ALC as of March 31, 1995.
Frontier's management believes that the assumptions used in preparing
the unaudited pro forma combined financial statements provide a
reasonable basis for presenting all of the significant effects of its
transaction, that the pro forma adjustments give appropriate effect
to those assumptions and that the pro forma adjustments are properly
applied in the unaudited pro forma financial statements.
Certain reclassifications have been made to ALC's historical financial
statements to conform to Frontier's financial statement presentation.
Note 2 - Pro Forma Adjustments:
Unaudited pro forma adjustments consist of the following:
a. Business combination with ALC:
Frontier will exchange an estimated 78.7 million common shares in
return for the stock of ALC. The pro forma adjustment to the
balance sheet reflects the issuance of these shares. The pro
forma earnings per share calculation for all periods ALC is
presented include the 78.7 million common shares as outstanding
for the entire period.
Note 3 - Other Matters:
Frontier has learned that it has been named as a defendant, although
not yet served with process, in two lawsuits which purport to be
class actions brought on behalf of all ALC stockholders against ALC
and its directors. The complaints seek, among other things,
to enjoin the business combination and/or to obtain an award of
damages. Frontier's management believes these actions to be without
merit and will defend itself vigorously if and when it has been
served with process.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf of the undersigned hereunto duly authorized.
Frontier Corporation
(Registrant)
/s/ Louis L. Massaro
Dated: April 27, 1995 By: ----------------------------
Louis L. Massaro
Corporate Vice President-
Finance
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23-1 Consent of Independent Accountants Filed Herewith
(Price Waterhouse LLP)
23-2 Consent of Independent Accountants Filed Herewith
(Ernst & Young LLP)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-3 (File Nos. 33-40824, 33-69420, 33-61784 and 33-57895),
Form S-4 (File No. 33-61992) and in the Registration Statement
on Form S-8 (File Nos. 33-67430, 33-67432, 33-67324, 33-51331,
44-51885, 33-52025, 33-54511 and 33-54519) of Frontier Corporation
of our report dated January 16, 1995, except as to the pooling
of interests with American Sharecom, Inc. which is as of
March 17, 1995, and which appears in the Current Report on
Form 8-K of Frontier Corporation dated April 12, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
April 27, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3
(File Nos. 33-40824, 33-69420, 33-61784 and 33-57895), Form S-4
(File No. 33-61992) and Form S-8 (File Nos. 33-67430, 33-67432,
33-67324, 33-51331, 33-51885, 33-52025, 33-54511 and 33-54519) of
Frontier Corporation of our report dated January 20, 1995 on the
consolidated financial statements of ALC Communications
Corporation and subsidiary which is included in the Form 10-K
of ALC Communications Corporation filed with the Securities and
Exchange Commission on March 24, 1995, which Form 10-K is incorporated
by reference in the Current Report on Form 8-K of Frontier Corporation
dated April 27, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Detroit, Michigan
April 27, 1995
