<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 Years Ended December 31, 1998 and 1997
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
Index to Financial Statements and Schedules Page 1
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits, with
Fund Information at December 31, 1998 and 1997 Pages 3-4
Statement of Changes in Net Assets Available for Benefits,
with Fund Information for the Year Ended December 31, 1998 Page 5
Notes to Financial Statements Pages 6-9
Schedule of Assets Held for Investment Purposes Schedule I
Schedule of Loans or Fixed Income Obligations Schedule II
Schedule of Reportable Transactions Schedule III
The following exhibit is filed as part of this Report.
Consent of Independent Accountants
<PAGE>
Frontier Corporation
Bargaining Unit Employees'
Retirement Savings Plan
Financial Statements
December 31, 1998 and 1997
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Index to Financial Statements
- --------------------------------------------------------------------------------
Report of Independent Accountants Page 2
Statements of Net Assets Available for Benefits, with
Fund Information at December 31, 1998 and 1997 Pages 3-4
Statement of Changes in Net Assets Available for Benefits,
with Fund Information for the Year Ended December 31, 1998 Page 5
Notes to Financial Statements Pages 6-9
Line 27a - Schedule of Assets Held for Investment Purposes Schedule I
Line 27b - Schedule of Loans or Fixed Income Obligations Schedule II
Line 27d - Schedule of Reportable Transactions Schedule III
* * * * * * *
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
Page 2
Report of Independent Accountants
February 26, 1999
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, with fund information and the related statement of changes in net
assets available for benefits, with fund information 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,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III 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"). The fund information in the statements of net assets available for
benefits, with fund information and the statement of changes in net assets
available for benefits, with fund information is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of each fund. Schedules I, II
and III and the fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information Page 3
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information at December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Participant Directed
- ------------------------------------------------------------------------------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E Fund F
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, ar fair value:
Registered investment companies -
Putnam Income Fund $ 2,050,649
Putnam Global Growth Fund $ 3,692,026
Putnam Voyager Fund $ 8,259,103
Putnam Fund for Growth
and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common Trust -
Putnam S & P 500 Index Fund $ 5,898,271
Stable Value Fund $ 9,410,336
Frontier Corporation
Common Stock $ 19,875,874
Participant loans
----------- ----------- ----------- ----------- ----------- ------------
Total investments 2,050,649 3,692,026 8,259,103 9,410,336 5,898,271 19,875,874
----------- ----------- ----------- ----------- ----------- ------------
Participants' contributions
Employer's contributions
Total receivables
Net assets available for benefits $ 2,050,649 $ 3,692,026 $ 8,259,103 $ 9,410,336 $ 5,898,271 $ 19,875,874
=========== =========== =========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Fund Information at December 31, 1998
- -------------------------------------------------------------------------------------------------------------------
Participant Directed
- -------------------------------------------------------------------------------------------------------------------
Participant
Fund G Fund H Loans Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $2,050,649
Putnam Global Growth Fund 3,692,026
Putnam Voyager Fund 8,259,103
Putnam Fund for Growth
and Income $ 521,781 521,781
Putnam Asset Allocation Fund
Balanced Portfolio $ 424,255 424,255
Common Trust -
Putnam S & P 500 Index Fund 5,898,271
Stable Value Fund 9,410,336
Frontier Corporation
Common Stock 19,875,874
Participant loans $ 1,988,720 1,988,720
--------- --------- ----------- ------------
Total investments 521,781 424,255 1,988,720 52,121,015
--------- --------- ----------- ------------
Participants' contributions $ 291,667 291,667
Employer's contributions 429,687 429,687
--------- ------------
Total receivables 721,354 721,354
--------- ------------
Net assets available for benefits $ 521,781 $ 424,255 $ 1,988,720 $ 721,354 $ 52,842,369
========= ========= =========== ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information Page 4
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information at December 31, 1997
--------------------------------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E Fund F
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $ 1,727,633
Putnam Global Growth Fund $ 2,482,722
Putnam Voyager Fund $ 5,683,257
Putnam Fund for Growth
and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common Trust -
Putnam S & P 500 Index Fund $ 3,686,369
Stable Value Fund $ 7,052,908
Frontier Corporation
Common Stock $ 12,698,452
Participant loans
----------- ----------- ----------- ------------ ----------- ------------
Total investments 1,727,633 2,482,722 5,683,257 7,052,908 3,686,369 12,698,452
----------- ----------- ----------- ------------ ----------- ------------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Net assets available for benefits $ 1,727,633 $ 2,482,722 $ 5,683,257 $ 7,052,908 $ 3,686,369 $ 12,698,452
=========== =========== =========== ============ =========== ============
</TABLE>
<TABLE>
<CAPTION>
Fund Information at December 31, 1997
----------------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------------
Participant
Fund G Fund H Loans Other Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Registered investment companies -
Putnam Income Fund $ 1,727,633
Putnam Global Growth Fund 2,482,722
Putnam Voyager Fund 5,683,257
Putnam Fund for Growth
and Income $ 74,266 74,266
Putnam Asset Allocation Fund
Balanced Portfolio $ 110,032 110,032
Common Trust -
Putnam S & P 500 Index Fund 3,686,369
Stable Value Fund 7,052,908
Frontier Corporation
Common Stock 12,698,452
Participant loans $ 1,432,420 1,432,420
--------- --------- ----------- ------------
Total investments 74,266 110,032 1,432,420 34,948,059
--------- --------- ----------- ------------
Receivables:
Participants' contributions $ 232,023 232,023
Employer's contributions 79,138 79,138
--------- ------------
Total receivables 311,161 311,161
--------- ------------
Net assets available for benefits $ 74,266 $ 110,032 $ 1,432,420 $ 311,161 $ 35,259,220
========= ========= =========== ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information Page 5
<TABLE>
<CAPTION>
Fund Information for the Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Participant Directed
- ------------------------------------------------------------------------------------------------------------------------------------
Fund A Fund B Fund C Fund D Fund E Fund F
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 121,843 $ 106,543 $ 552,612 $ 564,876 $ 488,698
Realized gain (loss), net 3,150 6,340 117,649 $ 187,099 506,857
Net appreciation
(depreciation) in fair
value of investments (58,786) 646,465 821,182 999,627 4,975,734
Participant loan interest income
Contributions -
Participants' contributions 305,734 570,005 1,151,472 923,374 774,220 973,553
Employer's contributions 140 280 404 808 275 2,034,632
----------- ----------- ----------- ------------ ----------- ------------
Total additions 372,081 1,329,633 2,643,319 1,489,058 1,961,221 8,979,474
----------- ----------- ----------- ------------ ----------- ------------
Deductions
Deductions from net assets
attributed to:
Benefits paid to participants 102,336 85,807 184,160 875,520 230,351 850,181
Other expense 524 787 1,592 2,770 1,107 2,581
----------- ----------- ----------- ------------ ----------- ------------
Total deductions 102,860 86,594 185,752 878,290 231,458 852,762
----------- ----------- ----------- ------------ ----------- ------------
Net increase prior
to fund transfers 269,221 1,243,039 2,457,567 610,768 1,729,763 8,126,712
Interfund transfers, net 73,284 11,280 241,588 (719,975) 523,800 (790,500)
Transfers (to) from other plans (19,489) (45,015) (123,309) 2,466,635 (41,661) (158,790)
----------- ----------- ----------- ------------ ----------- ------------
Net increase 323,016 1,209,304 2,575,846 2,357,428 2,211,902 7,177,422
Net assets available for benefits:
Beginning of year 1,727,633 2,482,722 5,683,257 7,052,908 3,686,369 12,698,452
----------- ----------- ----------- ------------ ----------- ------------
End of year $ 2,050,649 $ 3,692,026 $ 8,259,103 $ 9,410,336 $ 5,898,271 $ 19,875,874
=========== =========== =========== ============ =========== ============
</TABLE>
<TABLE>
<CAPTION>
Fund Information for the Year Ended December 31, 1998
- -------------------------------------------------------------------------------------------------------------------
Participant Directed
- -------------------------------------------------------------------------------------------------------------------
Participant
Fund G Fund H Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 40,577 $ 10,721 $ 1,885,870
Realized gain (loss), net 609 2,012 823,716
Net appreciation
(depreciation) in fair
value of investments 2,502 14,464 7,401,188
Participant loan interest income $ 121,506 121,506
Contributions -
Participants' contributions 206,418 78,607 $ 291,667 5,275,050
Employer's contributions 10 45 429,687 2,466,281
--------- --------- ----------- --------- ------------
Total additions 250,116 105,849 121,506 721,354 17,973,611
--------- --------- ----------- --------- ------------
Deductions
Deductions from net assets
attributed to:
Benefits paid to participants 2,983 1,786 68,280 2,401,404
Other expense 38 22 9,421
--------- --------- ----------- ------------
Total deductions 3,021 1,808 68,280 2,410,825
--------- --------- ----------- ------------
Net increase prior
to fund transfers 247,095 104,041 53,226 721,354 15,562,786
Interfund transfers, net 203,159 209,741 558,784 (311,161) -
Transfers (to) from other plans (2,739) 441 (55,710) 2,020,363
--------- --------- ----------- --------- ------------
Net increase 447,515 314,223 556,300 410,193 17,583,149
Net assets available for benefits:
Beginning of year 74,266 110,032 1,432,420 311,161 35,259,220
--------- --------- ----------- --------- ------------
End of year $ 521,781 $ 424,255 $ 1,988,720 $ 721,354 $ 52,842,369
========= ========= =========== ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Notes to Financial Statements
Years Ended December 31, 1998 and 1997 Page 6
- --------------------------------------------------------------------------------
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 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.
Effective January 1, 1998, the Frontier Communications of New York, Inc.
(FC of NY) Employee Savings and 401(k) Plan was merged into the Plan. The
transfer of the FC of NY assets, $2,918,150, into the Plan was completed in
March 1998 and is reflected in the transfer from other plans on the
Statement of Changes in Net Assets with Fund Information.
During Plan year end December 31, 1997, the Plan document was amended to
allow the Company's Employee Benefit Committee to transfer participant
accounts from plans the participants are no longer eligible to participate
in, to a substantially similar 401(k) plan sponsored by Frontier
Corporation, or any corporation/business entity in which Frontier
Corporation has a 50% or more ownership or profits interest. The transfers
resulting from this amendment are reflected in the statement of changes in
net assets available for benefits, with fund information as transfers to
other plans.
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 based upon respective collective bargaining
agreements.
Administration
The Plan is administered by the Company's Employee 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 eight 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.
<PAGE>
Page 7
Fund D - Stable Value Fund - Funds are invested in a diversified
portfolio of high-quality stable value investments offering
price stability and liquidity.
Fund E - Putnam 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 - Putnam Fund for Growth and Income - Funds are primarily
invested in common stocks.
Fund H - Putnam Asset Allocation Fund Balanced Portfolio - Funds are
invested in stocks, bonds and money market instruments.
The shares of stock in Fund F are qualified employer securities as defined
by ERISA. Each individual's investment in this fund is recorded in his or
her account on a per share basis. All other funds are tracked on a dollar
value basis with each fund's 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 contribution
provisions 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 and non-matching contributions are made in accordance with
each participating employer's bargaining unit agreement.
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. Participants should refer to their
respective bargaining agreements for vesting requirements of employer
contributions. Forfeited nonvested accounts are used to reduce future
employer contributions.
Payment of Benefits
Payment of benefits generally begins upon termination of service and
attaining normal retirement age (65). A participant may elect to receive
either a lump-sum amount equal to the value of his or her vested account
balance, or a participant may elect to receive installments over a period
not to exceed 20 years. However, a participant who has reached age 59 1/2,
but who has not yet terminated employment may withdraw all or a portion of
his or her vested accumulated account balance in accordance with the terms
of the Plan.
<PAGE>
Page 8
If upon termination of service, a participant does not attain normal
retirement age and his or her vested account balance is greater than $5,000
and $3,500 at December 31, 1998 and 1997, respectively, he or she may elect
to receive a lump-sum amount, a direct rollover to a qualified plan under
Section 401 of the Internal Revenue Code, or a direct rollover to a
qualified Individual Retirement Account equal to the value of his or her
vested account balance. If the vested account balance is less than $5,000
and $3,500 at December 31, 1998 and 1997, respectively, the balance must be
cashed out as soon as administratively practicable.
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 interest rate on loans is
established based on the prime rate, under current plan provisions. 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, 1998, $1,243,765 in loans were disbursed
and principal repayments of $684,981 were made.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
The financial statements have been prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at year end and the reported
investment income and expenses during the Plan year. Actual results could
differ from those estimates.
Contributions and Benefits Paid
Contributions are recorded by the Plan when withheld from employees and
accrued by the Company. Benefits are recorded when paid.
Participants may receive distributions in cash or in common stock of
Frontier Corporation for amounts invested in Fund F. Purchases and sales of
securities are recorded on the trade date.
Administrative Expenses
Significant expenses associated with the Plan are paid by the Company.
<PAGE>
Page 9
Valuation of Investment Assets
Investments in registered investment companies, and employer securities are
stated at fair value, measured by quoted market prices. Investments in
common trust funds are stated at estimated fair values which represent the
net asset value of shares held by the Plan at year end. Adjustments for
unrealized appreciation or depreciation of such values are included in the
operating results of the Plan.
3. Party-in-Interest Transactions
The Plan's holdings of Frontier Corporation common stock, the Putnam
Investment, Inc. common trust and the five Putnam Investment, Inc.
registered investment company funds are party-in-interest investments.
As of December 31, 1998 and 1997, the Plan held 584,585 and 527,728 shares
of Frontier Corporation common stock at a fair market value of $19,875,874
and $12,698,452, respectively. Of these shares, 71,206 were contributed by
the Company during the Plan year ended December 31, 1998 for all of the
Company's contribution categories. During the Plan year ended December 31,
1998, 11,056 shares of Frontier Corporation common stock were distributed to
participants.
4. Federal Income Tax Status
The Plan Administrator has received a favorable determination letter from
the Internal Revenue Service covering the Plan, as amended, stating that the
Plan, as designed, is a qualified plan in accordance with Section 401(a) of
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>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes Schedule I
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Number value at
of December 31,
Description/Issuer shares Cost 1998
<S> <C> <C> <C>
Interests in Registered Investment Companies:
* Putnam Income Fund 296,337 $ 2,057,224 $ 2,050,649
* Putnam Global Growth Fund 296,548 3,139,263 3,692,026
* Putnam Voyager Fund 376,784 6,232,342 8,259,103
* Putnam Fund for Growth and Income 25,465 523,567 521,781
* Putnam Asset Allocation Fund Balanced Portfolio 35,325 416,545 424,255
------------ ------------
Total interests in registered investment companies 12,368,941 14,947,814
------------ ------------
Common Trust:
* Putnam S & P 500 Index Fund 203,881 3,574,861 5,898,271
------------ ------------
Common Stock:
* Frontier Corporation 584,585 14,412,438 19,875,874
------------ ------------
Participant Loans:
Participant loan accounts (rate 7.0% - 10.5%)
(maturities range 1999 to 2023) 1,988,720 1,988,720
------------ ------------
Insurance Company Pooled Separate Account:
Stable Value Fund 9,410,336 9,410,336
------------ ------------
Total investments $ 41,755,296 $ 52,121,015
============ ============
</TABLE>
* Denotes party-in-interest
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Line 27b - Schedule of Loans or Fixed Income Obligations Schedule II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount received during Unpaid
Original reporting year balance Amount overdue
Identity and amount --------------------- at end of Description --------------------
address of obligor of loan Principal Interest year of loan Principal Interest
<S> <C> <C> <C> <C> <C> <C> <C>
Manville, Anne
141 Stoney Path Lane
Rochester, NY 14626 $ 500.00 $ - $ - $ 10.00 Participant loan $ 10.00 N/A
Hochheimer, Kathleen M.
38 Albemarle Street
Rochester, NY 14613 $ 2,525.42 $ - $ - $ 2,325.47 Participant loan $ 2,325.47 N/A
Hochheimer, Kathleen M.
38 Albemarle Street
Rochester, NY 14613 $ 1,800.00 $ - $ - $ 1,788.79 Participant loan $ 1,788.79 N/A
Combs, Roy B.
9 Sunnyside Lane
North Chili, NY 14514 $ 3,000.00 $ - $ - $ 1,909.89 Participant loan $ 1,909.89 N/A
Combs, Roy B.
9 Sunnyside Lane
North Chili, NY 14514 $ 500.00 $ - $ - $ 347.03 Participant loan $ 347.03 N/A
Smith, Michael A.
8 Sisson Drive
Rochester, NY 14623 $ 2,800.00 $ - $ - $ 776.08 Participant loan $ 776.08 N/A
Centola, Rita M.
88 Juliane Drive
Rochester, NY 14624 $ 5,000.00 $ - $ - $ 5,000.00 Participant loan $ 5,000.00 N/A
Flatgard, Ricky J.
RR1, Box 106
Rushmore, MN 56168 $ 7,490.48 $ - $ - $ 893.36 Participant loan $ 893.36 N/A
Flatgard, Ricky J.
RR1, Box 106
Rushmore, MN 56168 $ 5,000.00 $ - $ - $ 3,744.39 Participant loan $ 3,744.39 N/A
Link, Robin L.
4925 203rd Street West
Farmington, MN 55024 $ 5,000.00 $ - $ - $ 5,000.00 Participant loan $ 5,000.00 N/A
Lyons, Paige M.
17075 Firtree Place
Farmington, MN 55024 $ 3,000.00 $ - $ - $ 3,000.00 Participant loan $ 3,000.00 N/A
Ranta, Gay L.
824 4th Avenue West
Shakopee, MN 55379 $ 3,200.00 $ - $ - $ 3,200.00 Participant loan $ 3,200.00 N/A
</TABLE>
<PAGE>
Frontier Corporation
Bargaining Unit Employees' Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions Schedule III
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense
Number incurred
Identity of Description of Purchase Selling Lease with
party involved of asset transactions price price rental transaction
<S> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Putnam Voyager Fund* Registered Investments 179 $ 2,301,770 N/A N/A N/A
Putnam Voyager Fund* Registered Investments 287 N/A $ 664,755 N/A N/A
Stable Value Fund Insurance Company Pooled
Separate Account 280 2,328,300 N/A N/A N/A
Stable Value Fund Insurance Company Pooled
Separate Account 369 N/A 2,889,023 N/A N/A
Frontier Corporation* Common Stock 184 4,602,159 N/A N/A N/A
Frontier Corporation* Common Stock 448 N/A 2,907,332 N/A N/A
Putnam S & P 500 Index Fund* Common Trust 183 1,602,035 N/A N/A N/A
Putnam S & P 500 Index Fund* Common Trust 246 N/A 576,859 N/A N/A
</TABLE>
<TABLE>
<CAPTION>
Current value
of asset on Net
Identity of Cost of transaction gain
party involved asset date (loss)
<S> <C> <C> <C>
Series of Transactions:
Putnam Voyager Fund* $ 2,301,770 $ 2,301,770 -
Putnam Voyager Fund* 547,106 664,755 $ 117,649
Stable Value Fund
2,328,300 2,328,300 -
Stable Value Fund
2,889,023 2,889,023 -
Frontier Corporation* 4,602,159 4,602,159 -
Frontier Corporation* 2,400,475 2,907,332 506,857
Putnam S & P 500 Index Fund* 1,602,035 1,602,035 -
Putnam S & P 500 Index Fund* 389,760 576,859 187,099
</TABLE>
* Denotes party-in-interest
<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. 33-52025)
of Frontier Corporation of our report dated February 26, 1999 appearing on page
2 of this Form 11-K.
PricewaterhouseCoopers LLP
Rochester, New York
June 18, 1999
