<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
UPSTATE CELLULAR NETWORK
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>
Upstate Cellular Network
Employees' Retirement
Savings Plan
Financial Statements
December 31, 1998 and 1997
<PAGE>
Upstate Cellular Network
Employees' Retirement Savings Plan
Index to Financial Statements 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
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
Upstate Cellular Network
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 Upstate
Cellular Network 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 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>
Upstate Cellular Network
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, at fair value:
Registered investment companies -
Putnam Income Fund $ 427,868
Putnam Global Growth Fund $ 1,110,768
Putnam Voyager Fund $ 2,196,248
Putnam Fund for Growth and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common trust -
Putnam S & P 500 Index Fund $ 1,276,317
Stable Value Fund $ 1,032,858
Frontier Corporation Common Stock $ 1,779,142
Participant loans
--------- ----------- ----------- ----------- ----------- -----------
Total investments 427,868 1,110,768 2,196,248 1,032,858 1,276,317 1,779,142
--------- ----------- ----------- ----------- ----------- -----------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Net assets available for benefits $ 427,868 $ 1,110,768 $ 2,196,248 $ 1,032,858 $ 1,276,317 $ 1,779,142
========= =========== =========== =========== =========== ===========
</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 $ 427,868
Putnam Global Growth Fund 1,110,768
Putnam Voyager Fund 2,196,248
Putnam Fund for Growth and Income $ 136,174 136,174
Putnam Asset Allocation Fund
Balanced Portfolio $ 23,317 23,317
Common trust -
Putnam S & P 500 Index Fund 1,276,317
Stable Value Fund 1,032,858
Frontier Corporation Common Stock 1,779,142
Participant loans $334,185 334,185
--------- -------- -------- ----------
Total investments 136,174 23,317 334,185 8,316,877
--------- -------- -------- ----------
Receivables:
Participants' contributions $ 66,338 66,338
Employer's contributions 280,082 280,082
--------- ----------
Total receivables 346,420 346,420
--------- ----------
Net assets available for benefits $ 136,174 $ 23,317 $334,185 $ 346,420 $8,663,297
========= ======== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Upstate Cellular Network
Employees' Retirement Savings Plan
Statement of Changes in 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 $368,525
Putnam Global Growth Fund $744,037
Putnam Voyager Fund $1,498,264
Putnam Fund for Growth and Income
Putnam Asset Allocation Fund
Balanced Portfolio
Common trust -
Putnam S & P 500 Index Fund $832,407
Stable Value Fund $886,029
Frontier Corporation Common Stock $1,083,971
Participant loans
-------- -------- ---------- -------- -------- ----------
Total investments 368,525 744,037 1,498,264 886,029 832,407 1,083,971
-------- -------- ---------- -------- -------- ----------
Receivables:
Participants' contributions
Employer's contributions
Total receivables
Net assets available for benefits $368,525 $744,037 $1,498,264 $886,029 $832,407 $1,083,971
======== ======== ========== ======== ======== ==========
</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 $ 368,525
Putnam Global Growth Fund 744,037
Putnam Voyager Fund 1,498,264
Putnam Fund for Growth and Income $1,885 1,885
Putnam Asset Allocation Fund
Balanced Portfolio $ 300 300
Common trust -
Putnam S & P 500 Index Fund 832,407
Stable Value Fund 886,029
Frontier Corporation Common Stock 1,083,971
Participant loans $290,550 290,550
------ ---- -------- ----------
Total investments 1,885 300 290,550 5,705,968
------ ---- -------- ----------
Receivables:
Participants' contributions $ 74,591 74,591
Employer's contributions 52,420 52,420
-------- ----------
Total receivables 127,011 127,011
-------- ----------
Net assets available for benefits $1,885 $300 $290,550 $127,011 $5,832,979
====== ==== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Upstate Cellular Network
Employees' Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information Page 5
- --------------------------------------------------------------------------------
<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>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 25,120 $ 32,407 $ 148,364 $ 58,726 $ 44,118
Realized gain (loss), net 682 7,063 40,538 $ 55,396 56,955
Net appreciation (depreciation) in
fair value of investments (11,789) 196,427 224,284 210,535 429,126
Participant loan interest income
Other income 66 231 336 114 178 233
Contributions -
Participants' contributions 62,425 171,306 346,543 106,448 205,998 155,134
Employer's contributions 24,685 63,622 124,910 63,658 66,532 126,862
-------- ---------- ---------- ---------- ---------- ----------
Total additions 101,189 471,056 884,975 228,946 538,639 812,428
-------- ---------- ---------- ---------- ---------- ----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 39,205 94,103 206,507 95,876 102,566 183,072
Other expense 87 230 442 301 206 257
-------- ---------- ---------- ---------- ---------- ----------
Total deductions 39,292 94,333 206,949 96,177 102,772 183,329
-------- ---------- ---------- ---------- ---------- ----------
Net increase prior to fund transfers 61,897 376,723 678,026 132,769 435,867 629,099
Interfund transfers, net (10,976) (289) 11,602 (16,383) 47,526 (9,058)
Transfers from (to) other plans 8,422 (9,703) 8,356 30,443 (39,483) 75,130
-------- ---------- ---------- ---------- ---------- ----------
Net increase 59,343 366,731 697,984 146,829 443,910 695,171
Net assets available for benefits:
Beginning of year 368,525 744,037 1,498,264 886,029 832,407 1,083,971
-------- ---------- ---------- ---------- ---------- ----------
End of year $427,868 $1,110,768 $2,196,248 $1,032,858 $1,276,317 $1,779,142
======== ========== ========== ========== ========== ==========
</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>
Additions
Additions to net assets attributed to:
Investment income -
Interest and dividends $ 10,767 $ 590 $ 320,092
Realized gain (loss), net (189) (54) 160,391
Net appreciation (depreciation) in
fair value of investments 634 1,000 1,050,217
Participant loan interest income $ 20,545 20,545
Other income 8 1,166
Contributions -
Participants' contributions 58,183 10,041 $ 66,338 1,182,416
Employer's contributions 15,712 2,977 280,082 769,040
-------- -------- --------- --------- ----------
Total additions 85,115 14,554 20,545 346,420 3,503,867
-------- -------- --------- --------- ----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 878 1,656 17,966 741,829
Other expense 26 3 1,552
-------- -------- --------- --------- ----------
Total deductions 904 1,659 17,966 743,381
-------- -------- --------- --------- ----------
Net increase prior to fund transfers 84,211 12,895 2,579 346,420 2,760,486
Interfund transfers, net 50,069 10,122 44,398 (127,011)
Transfers from (to) other plans 9 (3,342) 69,832
Net increase 134,289 23,017 43,635 219,409 2,830,318
-------- -------- --------- --------- ----------
Net assets available for benefits:
Beginning of year 1,885 300 290,550 127,011 5,832,979
-------- -------- --------- --------- ----------
End of year $136,174 $ 23,317 $ 334,185 $ 346,420 $8,663,297
======== ======== ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Upstate Cellular Network
Employees' Retirement Savings Plan
Notes to Financial Statements
Years Ended December 31, 1998 and 1997 Page 6
- --------------------------------------------------------------------------------
1. Description of the Plan
The Upstate Cellular Network Employees' Retirement Savings Plan (the "Plan")
is a defined contribution plan established by the Board of Directors of the
Upstate Cellular Network (the "Company") effective July 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.
The Company is a 50/50 joint venture partnership between Frontier
Corporation and Bell Atlantic Mobile.
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 from other plans.
Participation
The Plan covers all employees of Upstate Cellular Network except temporary or
summer employees, leased employees and employees in any unit covered by a
collective bargaining agreement. Eligibility begins on the first of the month
following 30 days of employment.
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
stock and opportunity stocks.
<PAGE>
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 - 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 contributions equal 100% of participant contributions, up
to the first 3% of compensation. In 1997, compensation was capped at $3,000.
During 1998, this cap was eliminated. In addition, each payroll period, the
Company contributes.5% of the payroll period compensation for each of its
employees who is a participant in the Plan. The Plan also has a profit
sharing contribution potential based on Company performance. In 1998, an
additional 1.5% of employee compensation was contributed under the profit
sharing terms. Employer contributions are made in cash and invested based on
employee elections.
Vesting
Participants are immediately 100% vested in their voluntary contributions and
actual earnings thereon. The Plan has a vesting period for Company
contributions of six months of credited service. Forfeited nonvested amounts
are used to reduce future employer contributions.
<PAGE>
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.
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, $184,240 in loans were disbursed and principal repayments
of $139,842 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.
<PAGE>
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.
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. Funds invested in the Stable Value Fund are stated at
contract value, measured as cost plus earned interest income. Contract value
approximates fair value at December 31, 1998 and 1997.
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 52,328 and 45,048 shares of
Frontier Corporation common stock at a fair market value of $1,779,142 and
$1,083,971, respectively. Of these shares, 4,831 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, 19 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 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>
Upstate Cellular Network
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 61,831 $ 427,454 $ 427,868
* Putnam Global Growth Fund 89,218 949,127 1,110,768
* Putnam Voyager Fund 100,194 1,698,406 2,196,248
* Putnam Fund for Growth and Income 6,646 135,610 136,174
* Putnam Asset Allocation Fund Balanced
Portfolio 1,941 22,324 23,317
---------- ----------
Total interests in registered investment companies 3,232,921 3,894,375
---------- ----------
Common Trust:
* Putnam S & P 500 Index Fund 44,117 765,867 1,276,317
---------- ----------
Common Stock:
* Frontier Corporation 52,328 1,314,460 1,779,142
---------- ----------
Participant Loans:
Participant loan accounts (rate 6.0% - 9.0%)
(maturities range 1999 - 2023) 334,185 334,185
---------- ----------
Insurance Company Pooled Separate Account:
Stable Value Fund 1,032,858 1,032,858
---------- ----------
Total investments $6,680,291 $8,316,877
========== ==========
</TABLE>
* Denotes party-in--interest
<PAGE>
Upstate Cellular Network
Employees' Retirement Savings Plan
Line 27b - Schedule of Loans or Fixed Income Obligations Schedule II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unpaid
Original Amount received during balance
Identity and amount reporting year at end of Description Amount Overdue
address of obligor of loan Principal Interest year of loan Principal Interest
<S> <C> <C> <C> <C> <C> <C> <C>
Boechel, David E.
55 Hi-View Terrace
West Seneca, NY 14224 $ 5,000.00 $ - $ - $ 2,524.66 Participant Loan $ 2,524.66 N/A
Bodamer, Albert T.
415 Hepplewhite Drive
Alpharetta, NY 30202 $ 9,533.04 $ - $ - $ 5,123.44 Participant Loan $ 5,123.44 N/A
Pascucci, Margaret A.
14 Midwood Drive
Binghamton, NY 13903 $ 1,500.00 $ - $ - $ 1,216.76 Participant Loan $ 1,216.76 N/A
Pascucci, Margaret A.
14 Midwood Drive
Binghamton, NY 13903 $ 2,200.00 $ - $ - $ 2,200.00 Participant Loan $ 2,200.00 N/A
Cooper, James S.
19 Carla Lane
West Seneca, NY 14224 $ 2,900.00 $ - $ - $ 2,380.85 Participant Loan $ 2,380.85 N/A
Selva, Louis
111 Tennyson Avenue
Buffalo, NY 14216 $ 10,553.85 $ - $ - $ 10,453.41 Participant Loan $ 10,453.41 N/A
Burns, Thomas J.
15 Menlo Place
Rochester, NY 14620 $ 1,513.00 $ - $ - $ 1,513.00 Participant Loan $ 1,513.00 N/A
Evans, Bennie M.
7 Madison Street #2
Rochester, NY 14608 $ 1,400.00 $ - $ - $ 1,400.00 Participant Loan $ 1,400.00 N/A
</TABLE>
<PAGE>
Upstate Cellular Network
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 Global Growth Fund* Registered Investments 112 $ 345,757 N/A N/A N/A
Putnam Global Growth Fund* Registered Investments 91 N/A $ 182,517 N/A N/A
Putnam Voyager Fund* Registered Investments 124 799,333 N/A N/A N/A
Putnam Voyager Fund* Registered Investments 117 N/A 366,171 N/A N/A
Stable Value Fund Insurance Company
Pooled Separate Account 168 383,853 N/A N/A N/A
Stable Value Fund Insurance Company
Pooled Separate Account 113 N/A 237,024 N/A N/A
Putnam S & P 500 Index Fund* Common Trust 116 382,914 N/A N/A N/A
Putnam S & P 500 Index Fund* Common Trust 80 N/A 204,883 N/A N/A
Frontier Corporation* Common Stock 116 574,206 N/A N/A N/A
Frontier Corporation* Common Stock 149 N/A 365,115 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 Global Growth Fund* $ 345,757 $ 345,757 $ -
Putnam Global Growth Fund* 175,454 182,517 7,063
Putnam Voyager Fund* 799,333 799,333 -
Putnam Voyager Fund* 325,633 366,171 40,538
Stable Value Fund 383,853 383,853 -
Stable Value Fund 237,024 237,024 -
Putnam S & P 500 Index Fund* 382,914 382,914 -
Putnam S & P 500 Index Fund* 149,487 204,883 55,396
Frontier Corporation* 574,206 574,206 -
Frontier Corporation* 308,160 365,115 56,955
</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. 33-51331)
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
