<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
For the year ended December 31, 1995
and for the period March 1, 1994 to
December 31, 1994
Commission File Number 1-4166
FRONTIER CORPORATION
BARGAINING UNIT EMPLOYEES'
RETIREMENT SAVINGS PLAN
(Full name of plan)
FRONTIER CORPORATION
(Name of issuer of securities
held pursuant to the plan)
180 South Clinton Avenue
Rochester, New York 14646-0700
(Address of principal executive offices)
REQUIRED INFORMATION
In accordance with the applicable provisions of Article 6A of
Regulation S-X, the following financial statements are filed
as part of this Report.
Report of Independent Accountants
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1995
Notes to Financial Statements
Schedule of Assets Held for Investment
Schedule of Reportable Transactions
The following exhibit is filed as part of this Report.
Consent of Independent Accountants
<PAGE>
<PAGE>
FRONTIER CORPORATION
BARGAINING UNIT EMPLOYEES' RETIREMENT SAVINGS PLAN
Financial Statements
For the year ended December 31, 1995
and for the period March 1, 1994 to
December 31, 1994
<PAGE>
<PAGE>
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1995 and 1994 Pages 3 - 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended December 31, 1995 Page 5
Notes to Financial Statements Pages 6 - 9
Schedule of Assets Held for Investment Schedule I
Schedule of Reportable Transactions Schedule II
<PAGE>
<PAGE>
Page 2
Report of Independent Accountants
April 5, 1996
To the Participants and Administrator of the
Frontier Corporation Bargaining Unit Employees'
Retirement Savings Plan
In our opinion, the accompanying statements of net
assets available for benefits and the related statement
of changes in net assets available for benefits present
fairly, in all material respects, the net assets
available for benefits of the Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan at
December 31, 1995 and 1994, and the changes in its net
assets available for benefits for the year ended
December 31, 1995, in conformity with generally
accepted accounting principles. These financial
statements are the responsibility of the Plan's
management; our responsibility is to express an opinion
on these financial statements based on our audits. We
conducted our audits of these financial statements in
accordance with generally accepted auditing standards
which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used
and significant estimates made by management, and
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a
whole. The additional information included in
Schedules I and II is presented for purposes of
additional analysis and is not a required part of the
basic financial statements but is additional
information required by the Employee Retirement Income
Security Act of 1974 ("ERISA"). Such information has
been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
December 31, 1995
--------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 43,290
Registered investment companies -
Putnam Income Fund $1,446,235
Putnam Global Growth Fund $1,334,720
Putnam Voyager Fund $2,952,475
Laurel S & P 500 Index Fund $1,464,385
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company 739,829
New York Life Insurance Company 912,479
Prudential Insurance Company of America 977,024
John Hancock Mutual Life Insurance Company 1,322,754
Metropolitan Life Insurance Company 614,992
CNA Life Insurance Company 275,043
Peoples Security Life Insurance Company 714,110
Allstate Life Insurance Company 373,724
Total investments 1,446,235 1,334,720 2,952,475 5,973,245 1,464,385
--------------------------------------------------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Total assets 1,446,235 1,334,720 2,952,475 5,973,245 1,464,385
-------------------------------------------------------
Net assets available
for benefits $1,446,235 $1,334,720 $2,952,475 $5,973,245 $1,464,385
========================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
(cont'd.)
December 31, 1995
---------------------------------------------
Participant
Fund F Loans Other Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 43,290
Registered investment companies -
Putnam Income Fund 1,446,235
Putnam Global Growth Fund 1,334,720
Putnam Voyager Fund 2,952,475
Laurel S & P 500 Index Fund 1,464,385
Frontier Corporation Common Stock $9,513,445 9,513,445
Participant loans $731,877 731,877
Investments, at contract value:
Principal Mutual Life Insurance Company 739,829
New York Life Insurance Company 912,479
Prudential Insurance Company of America 977,024
John Hancock Mutual Life Insurance Company 1,322,754
Metropolitan Life Insurance Company 614,992
CNA Life Insurance Company 275,043
Peoples Security Life Insurance Company 714,110
Allstate Life Insurance Company 373,724
----------------------------------------------
Total investments 9,513,445 731,877 23,416,382
----------------------------------------------
Receivables:
Participants' contributions $ 318,222 318,222
Employer's contributions 116,247 116,247
------------------------
Total receivables 434,469 434,469
------------------------
Total assets 9,513,445 731,877 434,469 23,850,851
-----------------------------------------------
Net assets available for benefits $9,513,445 $731,877 $434,469 $23,850,851
================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
December 31, 1994
----------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 31,577
Registered investment companies -
Putnam Income Fund $892,348
Putnam Global Growth Fund $916,156
Putnam Voyager Fund $1,330,492
Laurel S & P 500 Index Fund $639,853
Other assets
Frontier Corporation Common Stock
Participant loans
Investments, at contract value:
Principal Mutual Life Insurance Company 682,021
New York Life Insurance Company 734,188
Prudential Insurance Company of America 774,994
John Hancock Mutual Life Insurance Company 1,614,236
Metropolitan Life Insurance Company 495,628
CNA Life Insurance Company 131,421
Peoples Security Life Insurance Company 271,528
---------------------------------------------------
Total investments 892,348 916,156 1,330,492 4,735,593 639,853
---------------------------------------------------
Total assets 892,348 916,156 1,330,492 4,735,593 639,853
---------------------------------------------------
Net assets available for
benefits $892,348 $916,156 $1,330,492 $4,735,593 $639,853
====================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
(cont'd.)
December 31, 1994
--------------------------------------------
Participant
Fund F Fund G Loans Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash $ 31,577
Registered investment companies -
Putnam Income Fund 892,348
Putnam Global Growth Fund 916,156
Putnam Voyager Fund 1,330,492
Laurel S & P 500 Index Fund 639,853
Other assets $ 1,516 1,516
Frontier Corporation Common Stock $5,092,483 5,092,483
Participant loans $373,533 373,533
Investments, at contract value:
Principal Mutual Life Insurance Company 682,021
New York Life Insurance Company 734,188
Prudential Insurance Company of America 774,994
John Hancock Mutual Life Insurance Company 1,614,236
Metropolitan Life Insurance Company 495,628
CNA Life Insurance Company 131,421
Peoples Security Life Insurance Company 271,528
------------------------------------------------
Total investments 5,092,483 1,516 373,533 13,981,974
------------------------------------------------
Total assets 5,092,483 1,516 373,533 13,981,974
------------------------------------------------
Net assets available for benefits $5,092,483 $1,516 $373,533 $13,981,974
=================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Year ended December 31, 1995
------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets
attributed to:
Investment income -
Interest and dividends $ 82,258 $ 73,575 $ 157,515 $ 358,303
Realized gains 8,428 3,227 37,588 $ 29,145
Net appreciation in fair value
of investments 111,595 78,099 497,976 263,486
Participant loan interest income
Other income 3,806 695 1,530 2,245 1,794
Contributions -
Participants' contributions 354,579 337,978 649,319 2,103,294 408,140
Employer's contributions
----------------------------------------------------------
Total additions 560,666 493,574 1,343,928 2,463,842 702,565
----------------------------------------------------------
Deductions
Deductions from net assets
attributed to:
Benefits paid to participants 74,236 61,177 76,715 421,038 50,389
Other expense 6,426 2,027 4,079 13,243 4,775
----------------------------------------------------------
Total deductions 80,662 63,204 80,794 434,281 55,164
----------------------------------------------------------
Net increase prior to
interfund transfers 480,004 430,370 1,263,134 2,029,561 647,401
Interfund transfers 73,883 (11,806) 358,849 (791,909) 177,131
----------------------------------------------------------
Net increase (decrease) 553,887 418,564 1,621,983 1,237,652 824,532
Net assets available for benefits:
Beginning of year 892,348 916,156 1,330,492 4,735,593 639,853
----------------------------------------------------------
End of year $1,446,235 $1,334,720 $2,952,475 $5,973,245 $1,464,385
----------------------------------------------------------
----------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(cont'd.)
Year ended December 31, 1995
Participant
Fund F Fund G Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 226,934 $ 898,585
Realized gains 68,818 147,206
Net appreciation in fair value
of investments 2,543,174 3,494,330
Participant loan interest income $ 28,247 28,247
Other income 8,962 1,095 20,127
Contributions -
Participants' contributions 1,127,796 42,774 $ 318,222 5,342,102
Employer's contributions 1,004,955 116,247 1,121,202
-----------------------------------------------------------
Total additions 4,980,639 72,116 434,469 11,051,799
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 437,633 19,499 1,140,687
Other expense 5,503 6,182 42,235
------------------------------------------------------------
Total deductions 443,136 25,681 1,182,922
------------------------------------------------------------
Net increase prior to interfund
transfers 4,537,503 46,435 434,469 9,868,877
Interfund transfers (116,541) $(1,516) 311,909 - 0 -
------------------------------------------------------------
Net increase (decrease) 4,420,962 (1,516) 358,344 434,469 9,868,877
Net assets available for benefits:
Beginning of year 5,092,483 1,516 373,533 - 0 - 13,981,974
------------------------------------------------------------
End of year $9,513,445 $ - 0 - $731,877 $434,469 $23,850,851
------------------------------------------------------------
------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1 - DESCRIPTION OF THE PLAN
The Frontier Corporation Bargaining Unit Employees'
Retirement Savings Plan (the "Plan") is a defined
contribution plan established by the Board of Directors
of Frontier Corporation (the "Company") effective
March 1, 1994. The Plan is subject to the applicable
provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan provides participants
the option of having their basic and supplemental
contributions to the Plan made on a salary reduction
basis and on a deferred tax basis.
The Plan began on March 1, 1994, as a result of the
merger of the following plans: Vista Telephone Company
Retirement Savings Plan For Bargaining Unit Employees,
Rochester Telephone Corporation Craft Savings Plan - I
and Rochester Telephone Corporation Craft Savings Plan
- - II. The net assets of these plans were transferred
into the Frontier Corporation Bargaining Unit
Employees' Retirement Savings Plan as of March 1, 1994.
During the Plan year end December 31, 1995, the Inland
Telephone Co. Bargaining Unit Employee Profit Sharing
Plan and the CC&S Systems Inc. Bargaining Unit 401(k)
Plan merged into the Frontier Corporation Bargaining
Unit Employees' Retirement Savings Plan. Net assets of
$1,185,139 were transferred from these plans during
Plan year end December 31, 1995 and are included as
participants' contributions in the statement of changes
in net assets available for benefits with fund
information.
The principal provisions of the Plan are described
below and are provided for general information purposes
only. Participants should refer to the Plan document
for a more complete description of the Plan's
provisions.
Participation
All bargaining unit employees covered by a collective
bargaining agreement, except for temporary, summer and
leased employees, are eligible to participate in the
Plan upon employment date.
Administration
The Plan is administered by the Company's Employees'
Benefit Committee whose members are appointed by the
Company's Board of Directors. The Trustee of the Plan
is Putnam Fiduciary Trust Company.
Funding policy
Upon enrollment in the Plan, a participant may direct
contributions into any of six investment options.
Fund A - Putnam Income Fund - Funds are primarily
invested in Corporate bonds and U.S. government and
agency obligations.
Fund B - Putnam Global Growth Fund - Funds are
primarily invested in foreign and domestic common
stocks.
Fund C - Putnam Voyager Fund - Funds are invested in
emerging growth companies and opportunity stocks.
Fund D - Stable Value Fund - Funds are invested in
guaranteed investment contracts issued by major
insurance companies. The guaranteed rates of interest
ranged from 5.16% to 8.53% at December 31, 1995 and
1994.
Fund E - Laurel S & P 500 Index Fund - Funds are
primarily invested in stocks that comprise the S & P
500 Index.
Fund F - Frontier Corporation Common Stock Fund -
Funds are invested in common stock of Frontier
Corporation.
Fund G - Pending Fund - This Fund represents a
"holding" fund created by Putnam Fiduciary Trust
Company for funds that have been transferred in from
other plans that have not yet been allocated to Funds A-
F.
The shares of stock in Fund F are qualified employer
securities as defined by ERISA. Each individual's
investment in these funds is recorded in his or her
account on a per share basis. All other funds are
tracked on a dollar value basis with each funds
activity allocated to participants on a pro rata basis.
Therefore, the Plan does not record activity on a unit
value basis.
The Plan provides that each participant may voluntarily
make contributions through a salary reduction agreement
for whatever whole percentage a participant chooses, up
to a maximum of 16%, subject to maximum contributions
imposed by the Internal Revenue Code under Section
401(k).
Individual accounts which record the participants'
contributions, the earnings on all contributions and
the amount of the participant's interest in each fund
are maintained for each participant. The participants'
contributions during a month are allocated directly to
their individual account when contributions are
received by the Trustee. Participants have the option
to invest their contributions in any of the funds and
may change their allocation between funds at any time.
Employer matching contributions are made in accordance
with each participating employer's bargaining unit
agreement. All employer contributions are initially
invested in Fund F. All amounts invested in this Fund
must remain for five years after which time the
participant may elect to transfer the amounts to any of
the other funds or retain the amounts in this Fund.
Vesting
Participants are immediately 100% vested in their
voluntary contributions and actual earnings thereon.
Vesting in the remainder of their accounts is based on
years of continuous service. Effective January 1,
1996, the Plan changed its vesting period for company
contributions from four years of credited service to
six months of credited service. Prior to this change,
forfeited nonvested accounts are used to reduce future
employer contributions.
Payment of benefits
Upon termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of
his or her account, or a participant may elect to
receive installments over a period not to exceed 20
years.
Individual participant loans
Participant loans cannot exceed the lesser of 50% of
the vested amounts in the participant's account or
$50,000. A participant may only have two loans
outstanding and they are treated as directed
investments by the borrower with respect to his or her
account. The Company's Employee Benefit Committee
establishes the interest rate for borrowings based on
commercial rates for similar loans. Interest paid on
the loan is credited to the borrower's account and the
participant does not share in the income of the Plan's
assets with respect to the amounts outstanding. Loans
have a term of no more than five years except that a
loan may be granted for a period not to exceed 25 years
if the proceeds are used to purchase the participant's
principal residence. During the Plan year ended
December 31, 1995, $566,880 in loans were disbursed and
principal repayments of $220,795 were made.
Plan termination
Although it has not expressed any intent to do so, the
Company reserves the right under the Plan to
discontinue its contributions and/or to terminate the
Plan at any time. Upon termination, all amounts funded
shall become nonforfeitable and shall be provided for
and paid from the Plan's trust in accordance with the
order of priority set forth in Section 4044 of ERISA.
In the event of Plan termination, participants become
100% vested in their accounts.
The Plan is not a defined benefit plan and,
accordingly, Plan benefits are not guaranteed by the
Pension Benefit Guaranty Corporation.
The Plan's holdings of Frontier Corporation common
stock and three Putnam Investment, Inc., registered
investment company funds are party-in-interest
investments.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared on the
accrual basis of accounting.
Contributions and benefits paid
Contributions are recorded by the Plan when withheld
from employees and accrued by the Company. Benefits to
participants are recorded by the Plan when a request
for disbursement is received from the employee.
The Plan's distributions are paid in cash. Purchases
and sales of securities are recorded on the trade date.
Administrative expenses
Expenses associated with the Plan are paid by the
Company.
Valuation of investment assets
The Plan's interest in registered investment companies
and employer securities is stated at fair value,
measured by the quoted market price. Adjustments for
unrealized appreciation or depreciation of such values
are included in the operating results of the Plan.
Funds invested in guaranteed investment contracts are
stated at contract value, measured as cost plus earned
interest income. Contract value approximates fair
market value at December 31, 1995 and 1994.
NOTE 3 - PARTICIPANT ACCOUNTS
As of December 31, 1995 and 1994, the Plan held 317,115
and 241,064 shares of Frontier Corporation common stock
at a fair market value of $9,513,445 and $5,092,483,
respectively. Of these shares, 42,020 were contributed
by the Company during the Plan year ended December 31,
1995, as the Company's matching contribution. During
the Plan year ended December 31, 1995, 1,723 shares of
Frontier Corporation common stock were distributed to
participants.
NOTE 4 - FEDERAL INCOME TAX STATUS
The Plan Administrator has received a favorable
determination letter from the Internal Revenue Service
covering the Plan as amended through February 2, 1995
stating that the Plan, as designed, is a qualified plan
in accordance with Section 401(a) the Internal Revenue
Code and its corresponding trust is exempt from
taxation under Section 501(a) of the Code. The Plan
Administrator believes the Plan is being operated as
designed and, therefore, maintains its tax-qualified
status.
<PAGE>
<PAGE>
SCHEDULE OF ASSETS HELD FOR INVESTMENT SCHEDULE II
Current
Number value at
of December 31,
Description/Issuer shares Cost 1995
Cash $ 43,290 $ 43,290
--------------------
Interests in Registered Investment Companies:
* Putnam Income Fund 200,032 1,334,640 1,446,235
* Putnam Global Growth Fund 133,606 1,256,624 1,334,720
* Putnam Voyager Fund 193,605 2,454,499 2,952,475
Laurel S & P 500 Index Fund 105,503 1,200,899 1,464,385
--------------------
Total interests in registered
investment companies 6,246,662 7,197,815
--------------------
Common Stock:
* Frontier Corporation 317,115 6,970,270 9,513,445
--------------------
Total common stock 6,970,270 9,513,445
--------------------
Participant Loans:
Participant loan accounts
(average rate 8.75%) 731,877 731,877
--------------------
Guaranteed Investment Contracts:
Principal Mutual Life Insurance Company
(7.05% and 7.70% mature June 1998) 739,829 739,829
New York Life Insurance Company
(5.52% matures June 1998) 912,479 912,479
Prudential Insurance Company
(7.08% matures June 1999) 977,024 977,024
John Hancock Mutual Life Insurance Company
(5.93%, 5.58% and 7.00% mature June 1998,
June 2000 and December 2001) 1,322,754 1,322,754
Metropolitan Life Insurance Company
(5.16% and 7.10% mature October 1997
and December 1997) 614,992 614,992
CNA Life Insurance Company
(7.54% matures June 1998) 275,043 275,043
Peoples Security Life Insurance Company
(7.77% and 6.08% mature June 1997
and June 1999) 714,110 714,110
Allstate Life Insurance Company
(6.25% and 6.00% mature July 2000 and July 2001) 373,724 373,724
--------------------
Total guaranteed investment contracts 5,929,955 5,929,955
--------------------
Total investments $19,922,054 $23,416,382
=======================
* Denotes party-in-interest
<PAGE>
<PAGE>
SCHEDULE OF REPORTABLE TRANSACTIONS SCHEDULE II
<TABLE>
Expense Current value
Number incurred of asset on
Identity of Description of Purchase Selling Lease with Cost of transaction
party involved of asset transactions price price rental transaction asset date Net gain
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Voyager
Fund Registered Investments 52 $1,212,561 N/A N/A N/A $1,212,561 $1,212,561
Stable Value Guaranteed Investment
Fund Contracts 197 1,790,255 N/A N/A N/A 1,790,255 1,790,255
Stable Value Guaranteed Investment
Fund Contracts 301 N/A $1,472,537 N/A N/A 1,472,537 1,472,537
Frontier
Corporation Common Stock 54 2,624,295 N/A N/A N/A 2,624,295 2,624,295
Frontier
Corporation Common Stock 153 N/A 821,309 N/A N/A 752,491 821,309 $68,818
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan have duly caused
this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRONTIER GROUP BARGAINING UNIT
EMPLOYEES' RETIREMENT SAVINGS PLAN
Date: June 14, 1996 By:/s/Louis L. Massaro
_____________________
Louis L. Massaro
Executive Vice President, Chief
Financial Officer and Chief
Administrative Officer
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8
(File No. 33-51885) of Frontier Corporation of our report dated April 5,
1996 appearing on page 2 of this Form 11-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Rochester, New York
June 14, 1996
