<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                                 ------------
                                        
                                   FORM 10-K
                                        
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                  For the fiscal year ended December 31, 1997
                                        
                         Commission File Number 1-4166
                                        
                                 ------------
                                        
                             FRONTIER CORPORATION
            (Exact name of Registrant as specified in its charter)
                                        
 
                  New York                               16-0613330
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)               Identification No.)

180 South Clinton Avenue Rochester, New York             14646-0700
  (Address of principal executive offices)               (Zip Code)
 
      Registrant's telephone number, including area code: (716) 777-1000
                                        
          Securities Registered Pursuant to Section 12(b) of the Act:
                                        
--------------------------------------------------------------------------------
Title of Class                         Name of each exchange on which registered
--------------------------------------------------------------------------------
Common Stock, par value $1.00 per share        New York Stock Exchange
--------------------------------------------------------------------------------

       Securities Registered Pursuant to Section 12(g) of the Act: None
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X    No 
                       -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   X
           -----

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 2, 1998 is $4,720,311,991.  The number of shares
outstanding of Frontier Corporation's common stock (Par Value $1.00 per share)
as of the close of March 2, 1998 is 170,961,366 shares.


                      DOCUMENTS INCORPORATED BY REFERENCE
                                        
(1) Portions of the registrant's 1997 Annual Report to Shareowners including
    Management's Discussion of Results of Operations and Analysis of Financial
    Condition, Consolidated Financial Statements and Notes to Consolidated
    Financial Statements, as presented in Exhibit No. 13.1 of this Form 10-K,
    are incorporated by reference in Parts II and IV hereof.

(2) Portions of the Notice of Annual Meeting and Proxy Statement issued by the
    registrant in connection with its Annual Meeting of Shareowners to be held
    April 29, 1998, as presented in Exhibit No. 99 of this Form 10-K, are
    incorporated by reference in Parts II, III and IV hereof.
<PAGE>
 
                                    PART I

ITEM 1.  BUSINESS

General

     Frontier Corporation ("Frontier" or  the "Company") offers integrated
communications services to more than two million business, carrier and targeted
residential customers nationwide, in Canada and in the United Kingdom.  The
Company was incorporated in 1920 under the laws of New York State to take over
and unify the properties of a predecessor company and certain properties of the
New York Telephone Company which were located in the same general territory.
Frontier is headquartered in Rochester, New York. Through its Long Distance
Communications Services segment, the Company is the nation's fifth largest long
distance company. This segment provides domestic and international voice, data
and video communications service to primarily small to mid-size business
customers and targeted consumer markets.  The Company's Local Communications
Services segment consists of 34 local telephone companies which as of December
31, 1997, serve nearly one million access lines in thirteen states and is the
eleventh largest local exchange provider in the United States.  The Corporate
Operations and Other segment includes expenses traditionally associated with a
holding company, including executive and board of directors' expenses, corporate
finance and treasury, investor relations, corporate planning, legal services and
business development.  The Other category includes Frontier Network Systems
("FNS"). FNS markets and installs telecommunications systems and equipment.
This segment also includes wireless operations from Minnesota RSA No. 10 and the
Company's 69.5% interest in Alabama RSA No. 4 and No. 6.  The Alabama interest
was sold in January 1997.  The Company also owns a 50% interest in a joint
venture with Bell Atlantic in upstate New York and Pennsylvania that is managed
by the Company, and is accounted for using the equity method of accounting.
This method of accounting results in the Company's proportionate share of
earnings being reflected in the "Other income and expense" section of the
Consolidated Statements of Income.

     Prior to 1995, Local Communications Services provided the majority of the
Company's revenue and income. The Company complemented its internal growth in
the long distance business with a number of strategic acquisitions and a merger
in 1995 that approximately doubled the size of the business.  A listing of these
acquisitions and the merger is as follows:

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                                                                        1995
                                                                     Acquisition
Company Name                                                            Month
--------------------------------------------------------------------------------
ConferTech International, Inc.                                          March
American Sharecom, Inc.                                                 March
WCT Communications, Inc.                                                May
Enhanced TeleManagement, Inc.                                           July
Schneider Communications, Inc. ("SCI") and LinkUSA Corporation*         August
ALC Communications Corporation (merger)                                 August
Link-VTC, Inc.                                                          November

  *The Company acquired SCI's 80.8% interest in LinkUSA Corporation in August
1995 and subsequently purchased the remaining 19.2% interest in February 1996.

  As a result of the Company's strategic decision to expand the long distance
business, revenue from this segment represented 70%, 73% and 69%  of
consolidated revenue for 1997, 1996 and 1995, respectively.

Company Strategy

  The Company's strategy is to be the premier provider of integrated
telecommunications solutions in its target markets. The Company will market
itself to customers as a single source provider of  integrated communications
services, which can include long distance, local, cellular, paging, data,
Internet and enhanced services.  Frontier is committed to growth through
expansion of its existing businesses and relationships, the development of
value-added products and services and through strategic acquisitions.  Frontier
anticipates that public policy will continue to evolve in favor of greater
competition and, as a result, the Company has been positioning itself to compete
aggressively in a marketplace with numerous new competitors.
 
  In the fourth quarter of 1996, the Company announced that it had joined with
Qwest Communications as a partner in the construction of a nationwide fiber
optic network.  Completion of the nationwide network, which is anticipated
within the next year, will provide the Company with the infrastructure necessary
to meet the increasing demands for bandwidth and connectivity. When complete,
this will be the largest single fiber build in United States history.  The
Company agreed to invest approximately $450 million through 1999 to complete the
project.  The multi-ring Synchronous Optical Network ("SONET") architecture
increases transmission speed and network reliability and is expected to decrease
the Company's network transmission costs once installed.  The  SONET network
will interconnect nearly 100 cities, encompass more than 13,000 route miles and
provide coast-

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to-coast connectivity. As of the end of 1997, construction of the nationwide
network is progressing on schedule. The Company is also installing Nortel DMS-
500 switches strategically across the country that will connect to the SONET
network. These switches will provide the Company with the ability to offer
combined local and long distance telecommunications to its customers through a
single, cost-effective switching platform and will enable Frontier to accelerate
offerings of Competitive Local Exchange Carrier ("CLEC") services. CLEC services
are currently available in 15 states, providing the Company with the ability to
offer integrated local and long distance telephone service to approximately 40%
of the United States population. The Company's objective is to have the
capability to offer local services in 30 to 35 states, covering 65% to 70% of
the population of the United States by the end of 1998. In the fourth quarter of
1997, the Company introduced a nationwide frame relay product. This data service
product will complement the Company's voice services business. In addition, the
acquisition of GlobalCenter, Inc., ("GlobalCenter") announced by the Company in
January 1998 and completed in February 1998, will further enhance Frontier's
data product capability. The combined technology of the SONET network, DMS-500
switches, frame relay and enhanced data services comprises a substantial part of
the infrastructure to position Frontier to be an integrated services provider on
a nationwide basis. As the nature and boundaries of telecommunications evolve as
a result of changing regulation and technology, the Company believes it is well
situated to take advantage of these trends.
 
Legislative and Regulatory Matters

     The competitive evolution of the telecommunications industry has resulted
in changing regulatory framework.  In general, state regulatory agencies
exercise authority over the prices charged for the provision of local telephone
and intrastate long distance services and over the quality of service provided,
the issuance of securities, the construction of facilities and other matters.
Each of Frontier's local telephone service companies is regulated by the public
utility regulatory agency of the state in which that company provides local
telephone service and by the Federal Communications Commission ("FCC").  To a
lesser extent, the Company's long distance business is also subject to FCC and
state jurisdiction.

(a)  Telecommunications Act of 1996.  The Telecommunications Act of 1996
("Telecommunications Act") was enacted on February 8, 1996.  This landmark
legislation significantly modified the Communications Act of 1934 and
established a framework for increased competition in the local and long distance
segments of the Company's business.  The Company views this legislation as
favorable to its operations because Frontier has been able to enter new markets
to provide local service as a CLEC, as well as derive other benefits from the
elimination of barriers to competition.  In addition to its established local
telephone and long distance base, Frontier companies have

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been authorized to provide competitive local services in 21 states as of
December 31, 1997 and has commenced operations in 15 of these states. The
Telecommunications Act incorporated many aspects of the Open Market Plan
initiated by the Company in Rochester, New York in 1993 and implemented in 1995.
Rochester, New York is the location of the Company's largest telephone
operation. The Company believes its experience in providing integrated services
and its experience with the Rochester, New York Open Market Plan provides it
with a competitive advantage.

     On August 8, 1996, the FCC released a First Report and Order (the "First
Report and Order") in a core rulemaking proceeding to implement the
Telecommunications Act.  The First Report and Order established guidelines to
promote local competition, affecting the Company and all other competitors in
local telecommunications markets.  On July 18, 1997, the U.S. Circuit Court of
Appeals for the Eighth Circuit reversed portions of the First Report and Order
that provided for pricing based primarily on forward looking, rather than
historical costs, and that would have provided the FCC with substantially more
authority over the compliance by local telephone companies with provisions of
the Telecommunications Act.  On January 22, 1998, the same court issued a
mandate compelling adherence to the decision. The FCC's action is subject to
reconsideration and to further appellate review.  On January 23, 1998, the U.S.
Supreme Court agreed to review this case. The case will be heard in late 1998 or
early 1999.

     The Act also requires the FCC to restructure the manner in which universal
service support payments are established and distributed.  On May 7, 1997, the
Commission substantially adopted the recommendation of a Federal-State Joint
Board released on November 8, 1996 with respect to universal service.  The FCC's
order increased the amount of financial support to be dedicated to universal
service programs.  The Commission has released numerous subsequent orders that
have modified its original decisions, including two which have recalculated the
amount of support to be collected in 1998.  These actions are subject to
reconsideration and appeal.

     On May 16, 1997, the Commission adopted an order that substantially
modified the structure by which local exchange carriers are compensated for
access to and use of their networks.  This order was implemented effective
January 1, 1998.  In general, this order encouraged the recovery in fixed
charges of some costs that had previously been recovered by local telephone
companies in usage-based charges.  Competitors have reacted in different and
widely varying ways to this order.  The Company believes that its response is
competitive and that it was not disadvantaged by the order.  Both of these
orders are subject to the possibility of Commission modification in light of
market impacts and are pending judicial review proceedings.

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     On October 9, 1997, the FCC ordered carriers that receive "dial around"
calls from payphones (certain calls sent without coins, such as 800 or other
calls with special access codes) to compensate payphone owners at the rate of
28.4 cents per completed call.  The per-call compensation rate became effective
retroactive to October 7, 1997.  The FCC is still considering how it will
address the payphone operator compensation issue for the preceding eleven month
period.  The Company intends to pursue challenges to this FCC order along with
other carriers.  However, the Company has also taken action to assess a
surcharge to recover the amount of the compensation ordered and related costs.
This is consistent with the action taken by most other long distance providers
that handle similar calls through payphones.  The Company cannot predict the
ultimate outcome of any of these FCC proceedings.

     On December 31, 1997, a judge of the United States District Court for the
Northern District of Texas issued an opinion that found certain sections of the
Telecommunications Act that imposed conditions on entry by some of the Bell
Operating Companies into certain lines of business, including the long distance
business, to be unconstitutional.  A number of additional parties asked the
Court to stay its decision pending further judicial review.  On February 12,
1998, the court granted a stay of the December 31, 1997 ruling until an appeal
is heard.  This decision, if ultimately upheld, will likely have significant
impact on the domestic long distance business.  However, the Company has
evaluated issues related to the Bell Operating Companies' provision of long
distance services, and believes that it is well-positioned to offer services to,
and also to compete against them in the Company's target markets.

(b)  State Proceedings -- General.  A number of states in which the Company has
local or long distance operations are conducting proceedings related to the
ground rules under which carriers may operate in an increasingly competitive
environment.  The issues that the regulatory agencies are examining include
unbundling of local network elements, local interconnection obligations, dialing
parity for intra-LATA (or short-haul) toll traffic, local number portability,
resale of local exchange service and universal service.  The Telecommunications
Act has begun to have an effect on the timing and outcome of proceedings in many
states, as state commissions have begun to make decisions and to review their
prior actions in light of the Telecommunications Act.  The Company cannot, at
this time, predict how these proceedings will ultimately be resolved, nor when
decisions will be forthcoming.

(c)  Open Market Plan.  The Company began its fourth year of operations under
the Open Market Plan in January 1997.  The Open Market Plan promotes
telecommunications competition in the Rochester, New York marketplace by
providing for (1) interconnection of competing local networks

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including reciprocal compensation for terminating traffic, (2) equal access to
network databases, (3) access to local telephone numbers, (4) service provider
telephone number portability, and (5) certain wholesale discounts to resellers
of local services. The inherent risk associated with opening the Rochester
market to competition is that some customers are able to purchase services from
competitors, which may reduce the number of retail customers and potentially
cause a decrease in the revenues and profitability for the Company. Increased
competition may also lead to additional price decreases for services, adversely
impacting the Company's margins. However, results since implementation of the
Open Market Plan indicate that a stimulation of demand in the use of the network
and new product revenue may offset the losses of some retail customers. An
additional positive feature of the Open Market Plan provides that the Company
can retain additional earnings achieved through operating efficiencies.
Previously, these earnings would have been shared with customers. After three
years of operating in a competitive marketplace, the Rochester local exchange
carrier retains a market share of approximately 98% of wholesale and
approximately 95% of retail local service access lines in the Rochester, New
York operating territory.

     During the seven year period of the Open Market Plan, rate reductions of
$21.0 million (the "Rate Stabilization Plan") will be implemented for Rochester
area consumers, including $15.0 million of which occurred through 1997, and an
additional $1.5 million which commenced in January 1998.  Rates charged for
basic residential and business telephone service may not be increased during the
seven year period of the Plan.  The Company is allowed to raise prices on
certain enhanced products such as caller ID and call forwarding.

     Management believes there are significant market and business opportunities
associated with the Company's Open Market Plan.  However, there are also
uncertainties associated with the Open Market Plan.  In the Company's opinion,
the most significant risks relate to increased competition in the Rochester, New
York market, the risk inherent in the Rate Stabilization Plan.

     There can be no assurance that the changing regulatory environment will not
have a negative impact on the Company.

Dividend Policy
 
     The Open Market Plan prohibits the payment of dividends by the Company's
subsidiary, Frontier Telephone of Rochester, Inc. ("FTR") to Frontier if (i)
FTR's senior debt is downgraded to "BBB" by Standard & Poor's ("S&P"), or the
equivalent rating by other rating agencies, or is placed on credit watch for
such a downgrade, or (ii) a service quality penalty is imposed

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under the Open Market Plan. Dividend payments to Frontier also require the
Company's directors to certify that such dividends will not impair FTR's service
quality or its ability to finance its short and long-term capital needs on
reasonable terms while maintaining an S&P debt rating target of "A".

     In 1996, FTR failed to achieve the service quality levels required by the
Open Market Plan.  On December 19, 1996, pursuant to the Open Market Plan, FTR
requested the New York State Public Service Commission ("NYSPSC") staff to
exclude certain months from the calculation used to measure service quality, due
to operating conditions considered by management to be abnormal and beyond FTR's
control.  In April 1997, FTR received notice from the NYSPSC that its request
for a waiver of certain conditions in the Open Market Plan related to service
quality results was denied.  The NYSPSC's ruling has resulted in a temporary
restriction on the flow of cash dividends from FTR to Frontier and a refund to
FTR's customers of $.9 million.  Reserves sufficient to cover the refund were
established in 1996.  On October 22, 1997, the NYSPSC adopted an order requiring
FTR to issue refunds of approximately $2.60 per customer. These refunds have
been completed at December 31, 1997.

     The temporary restriction of dividend payments to Frontier will remain in
place until the NYSPSC is satisfied that FTR's 1997 service levels demonstrate
that FTR has rectified the service deficiency.  The NYSPSC is currently
examining service level data for the period 1993-1997 and may reopen the
calculation of service levels for these years.  Based on the level of customer
complaints to the NYSPSC in 1996 and 1997, FTR will be required to refund
approximately $150,000 in early 1998.  Reserves sufficient to cover this refund
were established in 1997.

Competition

  The telecommunications industry continues to experience significant changes in
the competitive landscape.  Factors such as industry consolidation,
technological advancement, growth in Internet and data applications and changing
regulatory framework have created economies of scale for some companies and
niche opportunities for others.  Frontier is intent on taking advantage of the
various business opportunities which competition provides in the markets where
it operates as well as in new markets.  The Company is addressing competition by
focusing on its core business and the markets it serves, divesting non-strategic
operations, creating advantages through its infrastructure and sales and
customer care philosophies, and by continuing to reduce its cost base to become
more efficient.

(a)  Long Distance Communications Services.  Competition in this line of
business is generally based upon pricing, customer service, network

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efficiencies and reliability, service quality and enhanced service offerings.
Frontier views the long distance industry in three tiers. The industry is
dominated on a revenue basis by the first tier which is made up of the nation's
four largest long distance providers: American Telephone and Telegraph Company
("AT&T"), MCI Telecommunications Corporation ("MCI"), Sprint Communications,
Inc. ("Sprint") and WorldCom, Inc. ("WorldCom"). AT&T, MCI, Sprint and WorldCom
generate more than 85% of the nation's domestic and international long distance
revenue. WorldCom has announced its intent to acquire MCI in 1998. If completed,
this merger would create the country's second largest long distance carrier with
annual revenue exceeding $25 billion. Frontier is positioned at the top of the
second tier with two other companies each with annual revenues believed to be
more than $1 billion. The third tier consists of more than 300 companies with
annual revenues of less than $1 billion each, the majority below $50 million
each. The Company targets small to mid-sized business customers and seeks to
provide a level of focus and attention to customer service that compares
favorably with what its larger competitors offer to large commercial customers.
Frontier believes that it is one of a small number of long distance companies
with the ability to offer high quality integrated local and long distance
services to small to mid-size business customers on a nationwide basis. A number
of the Company's competitors are primarily regional in nature, limited by the
size of their transmission systems, dependent on other parties for their billing
services, or offer only basic long distance services.

  The Regional Bell Operating Companies ("RBOC") are continuing to take actions
to meet the Telecommunications Act's "checklist" for entry into the long
distance market. To date, several applications for entry have been rejected by
the FCC.  Other applications are pending before regulatory agencies.

  The Company recognizes that a benefit of continuing growth is that it will be
able to compete effectively in the changing telecommunications industry and
avail itself of greater economies of scale and scope in its transport and local
access facilities and in its back office operations.

(b)  Local Communications Services.  The Company faces many competitors in the
provision of equipment and facilities used in connection with its local exchange
networks, as this market has been competitive for many years.  The market for
the provision of local services itself is now competitive in Rochester, New York
as a result of the Open Market Plan, and the Telecommunications Act is likely to
result in significantly greater competition in other markets.  In the Rochester
market, several competitors have entered the local exchange business initially
as "resellers" of the Company's service as the Open Market Plan enables
customers to choose their service provider. Frontier's own subsidiary, Frontier
Communications of Rochester ("FCR"), operates in this fashion.  Several
companies operating as

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competitive facilities-based local exchange providers are also active in the
Rochester marketplace. The Company believes that it holds approximately 95% of
the retail market share there as of December 31, 1997, which is relatively
consistent with the prior year. CLEC activity is believed to be minimal in the
Company's other telephone properties.
 
  Long distance companies largely access their end user customers through
interconnection with local exchange companies. These long distance companies pay
access fees to the local exchange companies for this service.   The provision of
access services in Rochester by FTR and elsewhere is considered to be
competitive, and the Company has responded with price changes that meet the
demands in its individual market areas.

Long Distance Communications Services

General

  The Company is the nation's fifth largest long distance company. The long
distance segment provides domestic and international voice, data and video
communications service primarily to small to mid-size business customers,
carrier customers and targeted consumer markets.  Results for this segment also
include CLEC services.  CLEC services are currently available in 15 states,
providing the Company with the ability to offer integrated local and long
distance telephone service to approximately 40% of the United States population.
The acquisition of GlobalCenter is expected to assist the Company in responding
to changes in the nature of calling, expanded use of the Internet and growth of
data transmission.

  The Company operates its own switches, develops and implements its own
products, monitors and deploys its transmission facilities and prepares and
designs its own billing and reporting systems.  The Company focuses primarily on
commercial accounts and certain targeted consumer markets.  In this segment,
calling volume consists primarily of calls made during normal business hours,
which command peak-hour pricing.  The Company's residential subscribers tend to
make most of their calls in the evening and on weekends, when business usage is
lowest.

Products and Services

  The Company provides a variety of integrated telecommunications products and
services to commercial and residential subscribers nationwide designed to meet
the customer's total communications needs.  The bulk of the Company's revenue is
derived from outbound and inbound long distance services which are generally
marketed under the Frontier name.  Many of the Company's integrated products,
however, differ from those of competitors due

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to the level of value-added services the Company offers and the flexibility of
product pricing to maintain competitiveness.

  The variety of products and services developed and offered are based upon
market driven requirements of the customer including an expectation that
services can be integrated.  They include: value-added services, pricing,
reporting, 800 services, CLEC and data services.

  Value-added Services-The Company's value-added services are aimed primarily at
the business subscriber, although the Company also offers products for
residential customers.  Value-added services provide cost-effective solutions
for both simple and complex communications applications and include calling
cards, teleconferencing, broadcast fax, voice mail and cellular and paging
services.

  The calling card is a personal communication tool that can provide access to
teleconferencing, voice mail, information services such as stock quotes and
weather information, Flexible Call Routing of toll free service, Call Delivery
for immediate or future message delivery, Directory Assistance and Travel
Connections to hotel, car and airline reservation systems.  Using a calling
card, customers can call to any domestic and most international locations from
the U.S. or numerous international locations.  In addition, the calling card
product enables customers to dial 100 frequently called numbers using their own
toll free number and a four-digit preprogrammed PIN.

  Frontier Teleconferencing provides a way for three or more people at different
locations to participate in a joint discussion.  Several options are available:
800 Meet-Me, Dial-Out or Dial-In via a Frontier calling card.  Broadcast Fax
enables the user to fax a single document to multiple locations at the same time
and is designed for the larger fax user who regularly sends information to an
established list.

  Voice Mail Plus with Fax Mail provides an efficient means of always being
accessible (through the use of outcall or pager notification) and never missing
important calls.  With an individual toll-free number, a customer can: save,
delete or forward fax and voice messages to other Voice Mail Plus users or
change greetings all on one call.  Customers can also store a fax or
automatically print it at a designated fax machine.

  The Company offers cellular and paging services to both commercial and
residential customers on a single invoice to complement the customer's long
distance services. Cellular services are offered in 189 markets through
strategic  partnerships with major cellular carriers.  The Company believes this
multi-market  coverage offers significant value to customers with multiple
locations and high mobility needs.  Expansion into additional

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markets and new digital technologies is being pursued for future development.

  The Company also offers nationwide numeric paging through personal toll free
numbers.  When coupled with the Flexible Call Routing feature, nationwide paging
creates a robust travel application.  Local paging service is also available in
selected local franchise markets.

  The Company's toll free services are offered primarily to business customers
on a single invoice, although several residential products are available.  In
addition to basic 800/888 toll-free applications, the Company offers MultiPoint,
which allows customers to terminate calls in different locations based on the
four-digit Personal Identification Number (PIN) the caller enters; GlobalPoint
international service, which completes calls originating in over 40 countries;
and Flex Connect 800, a fractional service which allows multiple residential
customers to reach different terminating locations utilizing a four-digit
security PIN.  The Company also provides a robust line of routing features such
as Flexible Call Routing, which allows customers to change where calls terminate
based on their need; routing and blocking enhancements determined by the area
code, area code and exchange or full ten-digit telephone number of the caller;
time of day and day of week routing; and percent call allocation.

  Toll free services also include Interactive Voice Response (IVR) services,
including TargetLine, a call prompter that routes callers either by menu options
or prompting them to enter digits for extension routing; InstaLink, a dealer
locator routing callers based upon their area code and exchange or zip code; and
PassPort, a network based host interface IVR solution.

  Pricing-Customers subscribe to various products which determine the price per
minute that they pay on their outbound or inbound long distance calls.  Rates
typically vary by the volume of usage, the distance of the calls, the time of
day that calls are made, the region that originates the call and whether or not
the product is being provided on a promotional basis.

  Reporting Services-The Company offers a variety of billing options and media
aimed primarily at business customers.  When a new commercial account is opened,
the customer is offered the opportunity to custom design the format of its
reports.   The Company also offers customers graphic reports of traffic patterns
on a nationwide basis by state, within state by area of dominant influence
("ADI") and within ADI by zip code.  The Company believes these services are
useful to certain customers for direct response advertising and customer service
applications.  The Company also offers its proprietary personal computer
reporting service, known as expressview, which allows customers to design their
own reports, prepare separate

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itemized bills, do mark-up reporting and generate numerous other customer
reports.

  800 Services-These services include area code blocking and routing; time of
day routing; Home Connection 800, a fractional 800 service which allows
residential customers to access 800 service utilizing a four-digit security PIN;
Multi-Point 800 service, which allows customers to use accounting codes on an
800 number or route a single 800 number to numerous locations simultaneously;
Follow-Me 800, which allows customers to change call routing and TargetLine 800,
which routes calls to the closest location a customer identifies and provides
custom prompts based upon a customer specific database.
 
  CLEC Services-The Company provides competitive local telephone service bundled
with the Company's other long distance services through its CLEC product
offering.  The CLEC offering is provided either using the Company's local
switching equipment in locations where it is available or on a resale basis.  As
of  December 31, 1997, the Company was providing local services as a CLEC,
combined with a complete range of long distance products in 15 states across the
country. As of the end of 1997, Frontier was serving in excess of  100,000
access lines ("ANIs"), nationwide, predominantly through resale, in markets
where it is not the incumbent local exchange carrier.  The Company has switches
in New York, Minneapolis and Boston and has plans to install approximately 10
additional switches in 1998.  The switches are being placed in cities located on
or near the Company's fiber optic network, which will provide Frontier with the
opportunity to expand its offerings of facilities based local and long distance
services into additional markets and insure maximum efficiency and cost
effectiveness.  Frontier's objective for 1998 is to have the capability to offer
local services in 30 to 35 states, covering 65% to 70% of the population of the
United States.

  Data Services-The Company's data services products target small to mid-sized
businesses.  Data services currently include analog and digital private lines,
frame relay and dial-up Internet.  In February 1998, the Company acquired
GlobalCenter, a provider of Internet, data and digital distribution services.
The acquisition of GlobalCenter will accelerate Frontier's ability to provide
data services.  During 1998, Frontier is planning to expand its current data
services product set to include four additional categories of data services:
Network, Managed, Applications and Integration Services.  Network Services are
the means to transport data from one location to another.  It provides the
customer with the cost efficiencies of a public Internet network and the
security of a private network.  Product offerings within this service category
include dedicated private lines, Integrated Services Digital Network ("ISDN"),
frame relay, dial-up and dedicated Internet.  Managed Services provide
administrative, maintenance and problem management of the customer's data
network and ensures

                                       12
<PAGE>
 
successful delivery of this data. Applications Services are outsourced
applications hosted by the service provider and integrated into both public and
private networks which enable the customer to access the application at all
times. Product offerings within this category include content management,
integrated messaging, web site hosting and media distribution. Integration
Services are a combination of consulting services and professional expertise
aimed at providing customers with the design and implementation of customized
data services.

Transmission

  The Company endeavors to have sufficient switching capacity, local access
circuits, and long distance circuits at and between its network switching
centers to permit subscribers to obtain access to the switching centers and its
long distance circuits on a basis which exceeds industry standards regarding
clarity, busy signals or delays.

  The network currently utilizes a variety of transmission circuits to complete
long distance calls.  The Company's SONET based fiber optic network build,
started in October 1996, will reduce the number of transmission facilities
leased and provide for a more dependable and cost-effective transmission system.
Currently, fiber optic facilities have been completed in Texas, California,
Nevada, Utah, Colorado, Kansas, Missouri, Ohio, Pennsylvania, New York, Illinois
and Wisconsin. Completion of the SONET network is expected by year end 1998.

  In addition to the fiber optic transmission circuits, the network is comprised
of digital microwave systems located in California, New York and Pennsylvania
for which the Company holds FCC licenses, and facilities that have been leased
on a fixed price basis under primarily short-term contracts. While the Company
still has a number of longer term lease contracts, these contracts have annual
"mark-to-market", "circuit portability", and "commitment buy-out" clauses.
These provisions function to keep the price the Company pays at or near current
market rates.  An important aspect of the Company's operation is planning the
mix of the types of circuits and transmission capacity to be used for each
network switching center so that calls are completed on a basis which is cost
effective for the Company without compromising prompt service and high quality
to subscribers.

  The Company's network switching centers house equipment with varying
capacities to meet the anticipated needs of the service origination region(s)
served by the center. The equipment used by the Company is, for the most part,
designed to permit expansion of its capacity by the addition of standard
components. If the maximum capacity of the equipment in any center is reached,
the Company replaces it with higher capacity switching equipment and attempts to
move the replaced unit to a network switching

                                       13
<PAGE>
 
center in a different service origination region. The Company is dependent upon
local telephone companies for installing local access circuits and providing
related service when establishing a network switching center. International
service is provided through both Company owned direct circuits and through
contracts with several international long distance companies to provide high
quality international service at competitive rates.

  It is anticipated that the network build scheduled now underway will lower the
Company's current cost structure and expand the Company's transmission
capabilities.  However, the Company cannot definitively project the change in
its cost structure nor assure that the network will be fully completed as
scheduled or enhance Frontier's ability to grow and successfully compete for new
business.

Major Customer

     The Long Distance Communications Services' growth has been impacted by a
major customer whose revenue represented  6%, 21% and 14% of long distance
revenues in 1997, 1996 and 1995, respectively.  In 1996, the Company re-
negotiated its contract with this main customer as the customer was planning to
install its own long distance switching capacity and diversify its traffic
distribution to one or more additional carriers.  The migration of the major
carrier customer's one-plus traffic was substantially complete as of December
31, 1996.  The loss of this customer's one-plus traffic contributed to the
reduction in long distance operating income in 1997 and 1996.

Seasonality

  The Company's long distance revenue is subject to certain limited seasonal
variations.  Because most of the long distance revenue is generated by
commercial customers, the Company traditionally experiences decreases in long
distance usage and revenue from its commercial customers during vacation and
holiday periods.  The effect of commercial seasonality is evidenced by lower
sequential traffic growth in the fourth quarter for these customers.

Local Communications Services

  The Company's Local Communications Services segment comprises the eleventh
largest local exchange service provider in the United States.  This segment
consists of 34 regulated telephone operating  subsidiaries in 13 states, serving
approximately one million access lines.  The local exchange carriers provide
local, toll, access and resale services, sell, install and maintain customer
premises equipment and provide directory services.

                                       14
<PAGE>
 
  Since the beginning of 1988, the Company has invested nearly $900 million in
upgrading its Local Communications Services' business.  Over this period, the
Company installed advanced digital switching platforms throughout all of its
switching network, making the Company one of a small number in the industry to
be served by an all digital network for its local exchange companies.

  Frontier has achieved substantial cost reductions through the elimination of
duplicative services and procedures and the consolidation of administrative
functions.  The Company believes that additional cost reductions may be
obtainable from advance switching platforms and outside plant delivery systems.
The Company intends to pursue additional gains in productivity by investing in
these technologies where feasible, and through reengineering customer service
processes.

  Of the 998,000 access lines in service on December 31, 1997, 701,000  were
residential lines and 297,000 were business lines.  Long distance network
service to and from points outside of the telephone companies' operating
territories is provided by interconnection with the facilities of interexchange
carriers.

  Frontier is pursuing several alternatives to provide expanded broadband
capabilities to its customers.  To date, the Company has installed over 22,500
miles of fiber optic facilities (over 775 sheath miles) in the Rochester, New
York area to provide its customers with enhanced capacity and to position the
Company to offer new products.  Throughout its Local Communications Services'
operations, Frontier has over 36,500 miles of fiber optic facilities in place.
The Company provides expanded broadband services to select customers, including
video-distance learning arrangements for educational institutions, and access to
SONET based fiber optic rings for major business customers. In addition, over
32,000 customers subscribe to Frontier's full-service Internet product.

  The Company operates 60 central office and remote switching centers in
Rochester, New York, and a total of 266 central office and remote switching
centers in its other telephone territories.  During late 1995, management
committed to a major switch consolidation plan at its FTR and Frontier
Communications of New York subsidiaries.  The three-year plan to consolidate
host switches and reduce this number by over 60% is projected to improve network
efficiency and reduce the cost of maintenance and software upgrades.  As of
December 1997, the project is progressing as scheduled and ten host switches
have been consolidated, representing nearly 80% of the total that will be
consolidated.  The Company anticipates that the project will be substantially
complete by July 1998.

                                       15
<PAGE>
 
  In connection with its integration strategy, the Company has developed a
program known as "Frontier Long Distance", where its local exchange companies
resell Frontier's long distance services.   The Company believes that many
customers prefer the convenience of obtaining their long distance service
through their local telephone company and receiving a single bill.  Frontier
Long Distance is currently offered in the product lines at most of the Company's
local telephone exchange companies.  The results of "Frontier Long Distance"
are included as part of the Long Distance Communications Services segment.

Environmental and Other Matters

  Except for site specific issues, environmental issues tend to impact  members
of the telecommunications industry in consistent ways.   The Environmental
Protection Agency ("EPA") and other agencies regulate a number of chemicals and
other substances that may be present in facilities used in the provision of
telecommunications service.  These include preservatives in some wood poles,
asbestos in certain underground duct systems and lead in some cable sheathing.
Some components of the Company's network may include one or more of these
substances.  The Company believes that in their present uses, any such
facilities of the Company pose no significant environmental or health risk
derived from EPA regulated substances.  If EPA regulation of any such substance
is increased, or if any facilities are disturbed or modified in such a way as to
require removal, special handling, storage and disposal may be required for any
such facilities removed from use.  At this time the Company is not subject to
any environmental litigation that requires disclosure, except as set out in Item
3, Legal Proceedings.

Year 2000 Issues

  The Company has developed a plan to ensure that all of its key computer
systems will be Year 2000 compliant in advance of December 31, 1999. The plan
encompasses all operating properties as well as corporate headquarters. It also
includes review and revision, where necessary, of computer applications that
directly connect elements of the company's business with customers, suppliers
and service providers.

  Implementation of the plan began in 1997 and will continue through 1999. It
involves capital expenditures for new software and hardware, as well as spending
to modify existing software. In most cases, these systems purchases and
modifications will not only provide for Year 2000 compliance, but will also
enhance the Company's operations. Many of the changes would have been made in
any event, although perhaps on a different timetable.

                                       16
<PAGE>
 
  The Company does not believe it will face Year 2000 systems problems that
could materially impact operations or financial results. Costs of achieving Year
2000 compliance have not been and are not expected to be material to the
Company's financial condition or results of operations.

Employees and Labor Relations

  As of  December 31, 1997, the Company had 7,444 employees, of which 2,523 were
employees of Local Communications Services, 3,858 were employees of Long
Distance Communications Services, and 1,063 were employees of other operations.
At the Rochester, New York Operating Company, 560 clerical and service workers
were represented by the Rochester Telephone Workers Association ("RTWA") and 651
craft and clerical employees were represented by the Communications Workers of
America, Local 1170 ("CWA Local"). The union labor contracts are normally
negotiated in three year cycles.

  Under the current three-year contract between the Company and the RTWA,
effective August 10, 1997, bargaining unit employees will receive a 2.0% general
increase on August 16, 1998 and August 15, 1999.  On February 12, 1995, February
18, 1996 and February 16, 1997 they received a 1.0% general increase.

     On January 31, 1996, the CWA Local contract expired.  The contract
negotiations reached an impasse, and the Company implemented the terms of its
final offer as of April 9, 1996.  Members of the CWA Local ratified a tentative
agreement with the Company on April 29, 1997 which contained provisions that
differed from the Company's final offer implemented at the time of impasse.  The
differences between the Company's final offer and the agreement that was
subsequently reached and ratified by CWA Local membership are not material.  The
new agreement provides several operational improvements and will result in a
more consistent alignment of benefits with the rest of Frontier.  The CWA Local
continues to appeal one issue with the National Labor Relations Board related to
the declaration of impasse.  Hearings on this issue were completed in June, and
a decision is anticipated by the second quarter of 1998.  This decision may be
appealed by either the CWA Local or the Company.  The Company cannot predict the
final outcome of these matters at this time. The agreement ratified on April 29,
1997 is scheduled to expire in January, 1999.
 
  The International Brotherhood of Electrical Workers ("IBEW") currently
represents 180 employees at three of the Company's New York communications
subsidiaries.  These subsidiaries are Frontier Communications of New York,
Frontier Communications of Sylvan Lake and Frontier Communications of AuSable
Valley.  The contracts between employees of Frontier Communications of New York
and Frontier Communications of Sylvan Lake and the IBEW

                                       17
<PAGE>
 
expired February 13, 1997, and November 9, 1996, respectively. Settlements were
reached in December 1997. The contract between employees of Frontier
Communications of AuSable Valley and the IBEW expires May 10, 1998.

  The Company cannot predict the final outcome of these matters at this time and
there can be no assurance that there will not be a material impact on  the
results of operations.  There can be no assurance that as contracts with the
Company's other labor unions expire, successful bargaining of new contract terms
will occur.

Risk Factors

     The Company is subject to several risk factors that should be considered by
current shareowners and prospective investors.  This Report on Form 10-K and the
documents incorporated by reference include forward looking statements as
described under the Private Securities Litigation Reform Act of 1995.  Actual
results may differ materially from those identified in forward looking
statements.  Forward looking statements are identified by such words as
"expects", "anticipates", "believes", "intends", "plans" and variations of such
words and similar expressions.

     Changes in Rates of Growth of the Economy and the
     Overall Industry

     To some extent, the Company's revenue and earnings per share growth are
related to the overall economy and to the telecommunications industry in
general.  Factors that may influence the Company's performance within the
telecommunications industry include product pricing and development, integration
of services, the effects of competition and the expansion of the business.  The
performance of the economy and the telecommunications  industry could cause the
Company's actual results to vary significantly.

     Competition Risk

     Technological innovation and regulatory changes are accelerating the pace
of competition for telecommunications services.  As a result, the Company faces
intensified competition in all aspects of providing telecommunications services.

     There are significant uncertainties surrounding  the introduction of new
products and services and the capital expenditures that will be required by the
Company to remain in a competitive position.  In addition, there are
uncertainties surrounding the impact on competition as a result of the enactment
of the Telecommunications Act.

                                       18
<PAGE>
 
     Acquisition Integration

     A growth strategy of the Company over the last few years has been through
its long distance acquisition program and internal growth.  This growth strategy
involves certain operational and financial risks.  The operational risks include
the possibility that implementation of an acquisition does not provide the
economies of scale or synergies anticipated by management.  Successful
integration and expansion of the Company's network as a result of the
acquisitions is dependent on management's ability to anticipate market growth,
install  facilities, consolidate databases, obtain rights of way and negotiate
leases economically and efficiently.  The integration of a growing employee base
and the elimination of redundant operations and facilities has required and will
continue to require significant management resources.  Although management's
plans are to minimize the risks associated with acquisitions, there can be no
assurance that acquired businesses will be assimilated effectively into the
Company.

     Contingent Liabilities

     The Company and a number of its subsidiaries are continuously involved in
various judicial and administrative proceedings involving matters incidental to
the business.  Unless otherwise stated specifically, the Company believes that
the probable outcome of any of these matters, or the combination of all of the
matters, will not have a material adverse effect on the Company's consolidated
results of operations or financial position. However, there can be no assurance
that the resolution of these matters will not be contrary to management's
expectations.

ITEM 2.  PROPERTIES

  The Company's Long Distance Communications Services segment owns property
which includes:  fiber optic and copper cable, switching equipment, microwave
equipment, real estate and miscellaneous office and work equipment.  The
Company's long distance segment also leases facilities or transmission capacity
from other carriers.

  The Company's Local Communications Services segment owns telephone properties
in their respective operating territories which include:  connecting lines
between customers' premises and the central offices; central office switching
equipment; buildings, land and miscellaneous property and customer premise
equipment.  The central office switching equipment includes digital switches and
peripheral equipment.  The connecting lines include aerial and underground
cable, conduit, poles, wires and microwave equipment.  These facilities are
located on public streets and highways or on privately owned land.  The Company
has permission to use these lands

                                       19
<PAGE>
 
pursuant to local governmental consent or lease, permit, franchise, easement or
other agreement.

  The Company owns or leases the land and buildings in which its central
offices, warehouse space, office and traffic headquarters are located.  Frontier
Corporation's headquarters are located in a leased seven story building at 180
South Clinton Avenue, Rochester, New York.  The lease expires in 2003 and is
renewable for two successive ten year periods.

ITEM 3.  LEGAL PROCEEDINGS

     On June 11, 1992, a group of corporate plaintiffs consisting of Cooper
Industries, Inc.; Keystone Consolidated Industries, Inc.; The Monarch Machine
Tool Company; Niagara Mohawk Corporation and Overhead Door Corporation commenced
an action in the United States District Court for the Northern District of New
York seeking contribution from fifteen corporate defendants, including Rotelcom
Inc., a wholly-owned subsidiary of the registrant held through intervening
subsidiaries (now named Frontier Network Systems Inc. or FNS).  The plaintiffs
seek environmental "response costs" in the approximate amount of $1.5 million
incurred by the plaintiffs pursuant to a consent decree entered into by
plaintiffs with the United States Environmental Protection Agency (the "EPA").
Two additional defendants were named in 1994.  In addition to FNS, the current
defendants are: Agway, Inc.; BMC Industries, Inc.; Borg-Warner Corporation; Elf
Atochem North America, Inc.; Mack Trucks, Inc.; Motor Transportation Services,
Inc.; Pall Trinity Micro Corporation; The Raymond Corporation;  Redding-Hunter,
Inc.; Smith Corona Corporation; Sola Basic Industries, Inc.; Wilson Sporting
Goods Company; Phillip A. Rosen; Harvey M. Rosen; City of Cortland and New York
State Electric & Gas Corporation.

     The consent decree concerned the clean-up of an environmental Superfund
site located in Cortland, New York.  It is alleged that the corporate defendants
disposed of hazardous substances at the site and are therefore liable under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
On November 21, 1997, the EPA issued a Proposed Remedial Action Plan" ("PRAP").
In the PRAP, the EPA outlined four alternative plans for remediating the site.
Total cost estimates for those alternatives range from $.5 million to $20
million.  The alternative preferred by the EPA has an estimated cost of $3
million.  The Company is presently evaluating the PRAP and will be consulting
with the other defendants about a joint response to plaintiffs.  There has been
no allocation of liability as among or between the plaintiffs or defendants.
The extent to which plaintiffs can recover any of these costs from the
defendants, including FNS, will be determined at trial or through negotiation
among the parties.

                                       20
<PAGE>
 
     Since February 1994, a significant number of former American Sharecom, Inc.
("ASI") shareholders have filed and amended several and various complaints in
Hennepin County (Minnesota) District Court.  Included among the defendants are
ASI, its former principal shareowners, Steven Simon and James Weinert, and
Frontier.  These suits allege generally that Simon and Weinert, with and through
ASI, embarked upon a scheme to gain control of ASI and acquire all of its stock
through common law fraud, breach of fiduciary duty and certain violations of the
Minnesota Business Corporation Act.  This Act requires shareowners in a closely
held corporation to act fairly toward one another and refrain from
misappropriation.  Another action by a few former ASI shareholders who dissented
from the cashout merger that finally took ASI private is pending in federal
court in Minnesota.  The federal lawsuit asserts RICO claims in addition to
state common law and statutory violations.  The claims against Frontier maintain
only that Frontier controls the disposition of the restricted Frontier stock
which was issued to Simon and Weinert in connection with the acquisition of ASI
and that such stock should be held in trust for the benefit of the plaintiffs.
At this time Simon and Weinert have negotiated settlements with the majority of
former ASI shareholders who had asserted claims.

     Although it is too early to determine the outcome of the remaining suits
that have not settled, Frontier, ASI and the other defendants each are
contesting the claims.  In connection with the acquisition of ASI by Frontier,
Simon and Weinert agreed to indemnify and defend the Company for these claims.

     On April 10, 1997, Jeff Thompson filed a purported class action on behalf
of himself and all other similarly-situated persons in Circuit Court for Marengo
County Alabama.  Named as defendants are Frontier Corporation, Frontier
Subsidiary Telco, Inc. and Frontier Communications of the South, Inc.
("defendants").  The complaint also reserves the right to add additional
defendants and identifies all of Frontier's telephone subsidiaries.  Concomitant
with filing the complaint, plaintiff also filed an ex parte motion for
conditional class certification which the Court granted.  It conditionally
certified a class consisting of "All persons or entities in the United States
who have been charged by defendants or their subsidiaries or affiliates a fee
for `inside wire maintenance' without having given their affirmative acceptance
to a repair service contract; specifically excluded from this class, however,
are all employees, agents, officers, directors and affiliates of any of the
Defendants and all persons or entities who have pending and/or previously filed
individual (non-class) lawsuits against any of the defendants for the same
claims set forth in the Complaint."

     In the complaint, plaintiff alleges that the Company improperly marketed
and sold deregulated inside wire maintenance services to defendant subscribers
pursuant to a "negative option" or "default sale"

                                       21
<PAGE>
 
approach from January 1, 1987 to the present. Plaintiff alleges that the
defendants have never had enforceable contracts with their customers for inside
wire maintenance services, and have defrauded their customers. Plaintiff
requests a refund of all moneys paid for inside wire maintenance services. This
case is similar to a number of cases filed against other carriers with local
telephone properties.

     The Company believes that the inside wire programs in place in its
telephone properties have been implemented in accordance with the law and any
applicable regulatory requirements.  The liability, if any, is not expected to
be material.  The Company is vigorously defending against this suit, but cannot
predict the outcome at this time.

     The Regulatory Matters discussion in management's discussion of business in
Part 1, Item 1, is incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  None

                                    PART II
                                        
ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY MATTERS

     The Company's Common Stock is traded on the New York Stock Exchange (Symbol
- FRO).The specific information required by this item is as follows:

<TABLE>
<CAPTION>
                                                             1997             1996             1995
                                                                             -------          -------
                                           Quarter   High     Low     High     Low     High     Low
                                           -------  ------  -------  ------  -------  ------  -------
<S>                                        <C>      <C>     <C>      <C>     <C>      <C>     <C>
Highest and lowest
market prices for the                      1st      $23.25  $ 17.75  $33.25  $ 28.25  $23.38  $ 19.25
stock by quarter:                          2nd       20.50    15.38   33.38    27.75   24.13    19.63
                                           3rd       24.19    19.00   31.25    25.88   28.63    23.75
                                           4th       25.00    20.00   31.88    19.88   30.00    25.50
 
Common stock                               1st              $ .2175          $ .2125          $ .2075
dividends declared                         2nd              $ .2175          $ .2125            .2075
per share:                                 3rd              $ .2175          $ .2125            .2075
                                           4th              $ .2225          $ .2175            .2125
                                                            -------          -------          -------
                                                                  
Total Dividends per Year                                     $.8750          $ .8550          $ .8350
 
Number of Shareowners  (at December 31)
 
     Individuals                                             28,432           29,697           26,184
     Brokers, nominees and institutions                         522              509              453
                                                            -------          -------          -------
     Total Shareowners                                       28,954           30,206           26,637
</TABLE>

                                       22
<PAGE>
 
     On March 2, 1998, the closing price for the Company's stock was $27.75 per
share as published in the Wall Street Journal.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item should be read in conjunction with
the consolidated financial statements and related notes included in Item 14
contained herein. Historical earnings per share have been restated to conform
with the provisions of Financial Accounting Standards Board Statement No. 128,
and is as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                            1997        1996         1995         1994         1993
                                         ----------  -----------  -----------  -----------  -----------
<S>                                      <C>         <C>          <C>          <C>          <C>
 
Revenues...............................  $2,352,886  $2,575,569   $2,143,691   $1,667,545   $1,437,448
Income from Continuing Operations
 (before Extraordinary Items and
 Cumulative Effect of Changes in
 Accounting Principles)................  $   54,562  $  217,944   $  144,768   $  187,254   $  128,644
Consolidated Net Income................  $   54,562  $  209,926   $   22,083   $  180,057   $  121,154
 
Basic Earnings per Common Share:
Income before Extraordinary Items and
 Cumulative effect of Changes in
 Accounting Principles.................  $      .33  $     1.34   $      .95   $     1.25   $      .94
Extraordinary items....................         ---         ---         (.80)         ---         (.05)
Cumulative Effect of Changes
 in Accounting Principles..............         ---        (.05)        (.01)        (.04)         ---
Earnings per Common Share-Basic........  $      .33  $     1.29   $      .14   $     1.21   $      .89
 
Diluted Earnings per Common Share:
Income before Extraordinary Items and
 Cumulative effect of Changes in
 Accounting Principles.................  $      .33  $     1.32   $      .89   $     1.15   $      .83    
Extraordinary items....................         ---         ---         (.75)         ---         (.05)
Cumulative Effect of Changes
 in Accounting Principles..............         ---        (.05)        (.01)        (.04)         ---
Earnings per Common Share-Diluted......  $      .33  $     1.27   $      .13   $     1.11   $      .78
 
 
Cash Dividends Declared per
 Common Share..........................  $    0.875  $    0.855   $    0.835   $    0.815   $   0 .795
 
Total Assets...........................  $2,475,150  $2,221,520   $2,108,592   $2,060,794   $1,721,545
 
Long-Term Debt.........................  $  930,467  $  675,043   $  618,867   $  661,549   $  581,707
</TABLE>

                                       23
<PAGE>
 
ITEM 7.   MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS AND ANALYSIS OF
          FINANCIAL CONDITION

          The information required by this item is presented in pages 13 through
24 of the Company's 1997 Annual Report to Shareowners which is Exhibit 13.1 to
this Form 10-K, and is incorporated by reference into this Item 7.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP, dated January 26, 1998, is presented on pages 25 through
45 of the Company's 1997 Annual Report to Shareowners, which is Exhibit 13.1 to
this Form 10-K and is incorporated by reference into this Item 8.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE 

          None.

                                    PART III
                                        
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

  The information required by this item for the Directors of Frontier
Corporation is presented on pages 1 through 4 of the definitive proxy statement
provided to shareowners on or about March 13, 1998 in connection with the Annual
Meeting of Shareowners to be held April 29, 1998, which is Exhibit 99 to this
Form 10-K and is incorporated by reference into this Item 10.  Exhibit 99
consists of the Notice of Annual Meeting and the Company's Proxy Statement for
the April 29, 1998 Annual Meeting of Shareowners.

Executive Officers

  Certain information is set forth below regarding the Executive Officers of the
Company as of March 16, 1998.  Each Officer serves for a period of one year or
until a successor is elected.

<TABLE>
<CAPTION>
                                                                 Other Positions Held
       Name                    Position and                         During the Past
       (Age)                   Offices Held                           Five Years
       -----                   ------------                      --------------------
<S>                           <C>                           <C>
Robert L. Barrett (56)        Executive Vice                From May 1995 to March 1996 he was
                              President and                 Executive Vice President and Chief
                              President of                  Technology Officer of Banc One
                              Network Systems &             Corporation/1/.  From May 1991 
                              Services since                to May 1995 he was President 
                              March 1996                    and Chief Operating Officer of 
                                                            Banc One Services Corporation./1/
</TABLE> 

                                       24
<PAGE>
 
<TABLE> 
<S>                           <C>                           <C>
David R. Carey (44)           Senior Vice                   From December 1995 to March
                              President,                    1997 he was Chief Executive
                              Marketing                     Officer and President of LG&E
                              since                         Natural Inc. From January 1994
                              October 1997                  to December 1995 he was Senior
                                                            Vice President - Operations of
                                                            Louisville Gas & Electric Co./2/ From
                                                            December 1991 to December 1993 he was
                                                            Vice President and General Manager of
                                                            Louisville Gas & Electric Co.

Jeremiah T. Carr (54)         Executive Vice                From May 1995 to January 1997 he
                              President                     was Senior Vice President.
                              and President -               From January 1995 to May 1995
                              Frontier Operations           he was President and
                              since January 1997            Chief Executive Officer of
                                                            Rochester Telephone Corp.,
                                                            and President Telephone Group.
                                                            From November 1993 to December
                                                            1994 he was Corporate Vice President
                                                            and President - Telephone Group.
                                                            From February 1992 to November
                                                            1993 he was Corporate Vice President
                                                            and President Telephone Operations.
 
Joseph P. Clayton (48)        Chief Executive               From June 1997 to August 1997 he
                              Officer and                   was President and Chief Operating
                              President since               Officer. From April 1988 to December
                              August 1997                   1996 he was Executive Vice President-
                                                            Marketing & Sales--Americas & Asia
                                                            of Thomson Consumer Electronics./3/
 
James G. Dole (39)            Senior Vice                   From June 1996 to October 1997 he
                              President and                 was Vice President and Controller.
                              Controller since              From January 1995 to June 1996 he
                              October 1997                  was Vice President - Business
                                                            Development.  From November 1993
                                                            to January 1995 he was Corporate
                                                            Strategic Planning Director.  From
                                                            September 1992 to November 1993 he
                                                            was Corporate Business Planning
                                                            Director.
 
Joseph Enis (53)              Treasurer since               From June 1994 to December 1994
                              January 1995                  he was Director of Finance.  From
                                                            1992 to June 1994 he was Treasurer of
                                                            National Service Industries./4/  From
                                                            1984 to 1992 he was Treasurer of
                                                            Cyclops Industries./5/
</TABLE> 

                                       25
<PAGE>
 
<TABLE> 
<S>                           <C>                           <C>
Douglas T. Hickey (42)        Senior Vice                   From July 1996 to February 1998
                              President and                 he was a Director and CEO of
                              President - Frontier          GlobalCenter, Inc.  From December
                              GlobalCenter since            1994 to July 1996 he was President
                              February 1998                 of MFS Datanet, Inc., a subsidiary of
                                                            MFS Communications Company, Inc./6/
                                                            From October 1992 to November 1994
                                                            he was General Manager of North
                                                            American Sales and Field Operations
                                                            of Ardis company, a subsidiary of
                                                            Motorola, Inc./7/
 
Louis L. Massaro (51)         Executive Vice                From August 1995 to May 1996
                              President, Chief              he was Executive Vice President
                              Financial Officer             and Chief Administrative Officer.
                              and Chief                     From December 1994 to August 1995
                              Administrative                he was Corporate Vice President.
                              Officer since May             From February 1993 to December
                              1996 (retired                 1994, he was Corporate Vice President
                              February 26, 1998)            and Treasurer. From September 1991
                                                            to February 1993 he was Corporate
                                                            Vice President and President-
                                                            Rochester Operations.
 
Martin T. McCue (47)          Senior Vice                   Since July 1997 he serves as
                              President and                 General Counsel to the Company.
                              General Counsel               From July 1997 to January 1998 he
                              since January 1998            was Vice President and General
                                                            Counsel.  From January 1995 to
                                                            July 1997 he was Corporate Vice
                                                            President - Legal, Planning and
                                                            Regulatory.  From April 1994 to
                                                            January 1995 he was Corporate Vice
                                                            President - Planning & Legal.  From
                                                            December 1993 to April 1994 he was
                                                            Corporate Vice President - Planning.
                                                            From 1986 to December 1993 he was
                                                            Vice President and General Counsel
                                                            of the United States Telephone
                                                            Association.

Donna L. Reeves-Collins (37)  Senior Vice                   From September 1996 to October
                              President and                 1997 she was President - Western
                              President -                   Region Long Distance Sales.  From
                              Frontier Sales since          December 1994 to September 1996 she
                              October 1997                  was President and Chief Operating
                                                            Officer of Upstate Cellular Network (a
                                                            joint venture).  From September 1993
                                                            to December 1994 she was Vice
                                                            President-Consumer Service Long
                                                            Distance.  From August 1991 to
                                                            September 1993 she was Manager -
                                                            Human Resources.
</TABLE> 

                                       26
<PAGE>
 
<TABLE> 
<S>                           <C>                           <C>
Josephine S. Trubek (55)      Corporate Secretary           From January 1990 to April 1993 she
                              since April 1993              was General Counsel and Secretary.
</TABLE> 
/1/ Banc One is one of the 10 largest bank holding companies in the U.S. Banc
    One Services Corporation is a subsidiary of Banc One.

/2/ Louisville Gas & Electric Co. is a public utility corporation.

/3/ Thomson Consumer Electronics is a manufacturer of consumer electronics.

/4/ National Service Industries is a public company with businesses in lighting,
    textile rentals and specialty chemicals.

/5/ Cyclops Industries is a public manufacturer of specialty steels and
    curtainwall systems.

/6/ MFS Communications Company, Inc. is a provider of communications services.

/7/ Motorola, Inc. is a provider of wireless communications, semiconductors, and
    advanced electronic systems, components and services.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is presented on pages 3 through 4 of
the Company's Proxy Statement (which was provided to shareowners on or about
March 12, 1998 in connection with the Annual Meeting of Shareowners to be held
on April 29, 1998) under the caption "Compensation of Directors" and on pages 6
through 14 under the captions "Report of Committee on Management," "Performance
Graph," "Compensation of Company Management," and "Compensation Committee
Interlocks and Insider Participation in Compensation Decisions," and is
incorporated by reference into this Item 11.  The Company's Proxy Statement is
found at Exhibit 99 to this Form 10-K.  Exhibit 99 consists of the Notice of
Annual Meeting and the Company's Proxy Statement for the April 29, 1998 Annual
Meeting of Shareowners.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is presented in the "Management and
Directors Stock Ownership Table as of February 10, 1998" and the "Stock
Ownership of Certain Beneficial Owners Table as of December 31, 1997" under the
caption "Stock Ownership of Management, Directors and Certain Beneficial Owners"
on pages 4 through 5 of the definitive Proxy Statement for the Annual Meeting of
Shareowners to be held April 29, 1998, and is incorporated by reference into
this Item 12.

                                       27
<PAGE>
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is presented under the sub-caption
"Employment Contracts" on pages 13 through 14 of the Definitive Proxy Statement
for the Annual Meeting of Shareowners to be held April 29, 1998 and is
incorporated by reference into this Item 13.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a) 1.  Index to Financial Statements
                                                                        Page*
                                                                        -----
        Report of Management                                               25
        Report of Audit Committee                                          25
        Report of Independent Accountants                                  25
        Business Segment Information                                       26
        Consolidated Statements of Income                                  27
        Consolidated Balance Sheets                                        28
        Consolidated Statements of Cash Flows                              29
        Consolidated Statements of Shareowners' Equity                     30
        Notes to Consolidated Financial Statements                      31-45
        Report of Ernst & Young LLP                                        46**
 
        *Pages 25 through 45 are incorporated by reference from the
         indicated pages of the 1997 Annual Report to Shareowners.

         **Set forth herein.

    2.  Financial Statement Schedule for the years ended December 31,
        1997, 1996 and 1995:
 
        Report of Independent Accountants on Financial Statement Schedule

        Report of Ernst & Young LLP on Financial Statement Schedule
 
        Valuation and Qualifying Accounts and Reserves - Schedule II

        All other schedules are omitted because they are not applicable
        or the  required information is shown in the financial statements
        or notes thereto.

                                       28
<PAGE>
 
    3.  See Exhibit Index for list of exhibits filed with this report.

        The Registrant hereby agrees to furnish the Commission a copy of each of
        the Indentures or other instruments defining the rights of security
        holders of the long-term debt securities of the Registrant and any of
        its subsidiaries for which consolidated or unconsolidated financial
        statements are required to be filed.
 
(b) Reports on Form 8-K

    The Company filed the following report during the quarter ended December
    31, 1997:
 
    SEC Filing Date       Item No.        Financial Statements
    ---------------       --------        --------------------
 
    October 14, 1997         5                   None
 
    The Company filed the following report(s) subsequent to the quarter ended
    December 31, 1997 through March 27, 1998:
 
    SEC Filing Date       Item No.        Financial Statements
    ---------------       --------        --------------------
 
    January 30, 1998         5                   None
    March 2, 1998            5                   None

(c) Refer to Item 14(a)(3) above for Exhibits required by Item 601 of
    Regulation S-K.

(d) Schedules other than set forth in response to Item 14(a)(2) above for which
    provision is made in the applicable accounting regulations of the Securities
    and Exchange Commission are not required under the related instructions or
    are inapplicable, and therefore have been omitted.

                                       29
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
                                        
                        ON FINANCIAL STATEMENT SCHEDULE



To the Board of Directors and
Shareowners of
Frontier Corporation


Our audits of the consolidated financial statements referred to in our report
dated January 26, 1998 appearing on page 25 of the 1997 Annual Report to
Shareowners of Frontier Corporation (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the Financial Statement Schedule
listed in Item 14(a)(2) of this Form 10-K.  We did not audit the Financial
Statement Schedule of ALC Communications Corporation, a wholly owned
subsidiary, which statement reflects valuation and qualifying accounts and
reserves of $40,078,000 at December 31, 1995.  That Financial Statement Schedule
was audited by other  auditors whose report thereon has been furnished to us,
and our opinion  expressed herein, insofar as it relates to the amounts included
for ALC  Communications Corporation, is based solely on the report of the other
auditors.  In our opinion, based on our audits and the report of other
auditors, this Financial Statement Schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.


/s/Price Waterhouse LLP
-----------------------
PRICE WATERHOUSE LLP
January 26, 1998
Rochester, New York

                                       30
<PAGE>
 
                         REPORT OF INDEPENDENT AUDITORS

                                        


Board of Directors
ALC Communications Corporation


We have audited the financial statements of ALC Communications Corporation (ALC)
as of December 31, 1995 and for the year then ended, and have issued our report
thereon dated January 17, 1996.  Our audits also included Schedule II of ALC
(not presented separately herein) which is included in the related schedule of
Frontier Corporation in its Annual Report on Form 10-K for the year ended
December 31, 1995.  This financial statement schedule is the responsibility of
ALC management.  Our responsibility is to express an opinion based on our
audits.

In our opinion, the financial statement schedule of ALC referred to above, when
considered in relation to the ALC basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


/s/Ernst & Young LLP
--------------------
Ernst & Young LLP
January 17, 1996
Detroit, Michigan

                                       31
<PAGE>
 
FRONTIER CORPORATION
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
    RESERVES FOR THE YEAR ENDED DECEMBER 31, 1997
    (Table 1 of 3)


In thousands of dollars



<TABLE> 
<CAPTION> 
                                                    Additions
                                              ----------------------
                                  Balance at  Charged to  Charged to
                                  beginning   costs and     other                          Balance at
     Description                   of year     expenses    accounts       Deductions       end of year
     -----------                  ----------  ----------  ----------      ----------       -----------
<S>                               <C>         <C>         <C>             <C>              <C> 
Reserve for uncollectible
accounts                          $30,911     $51,720     $3,488/(1)/     $63,390/(2)/     $22,729
                                  =======     =======     ======          =======          =======
Deferred tax asset valuation
allowance                         $19,461          $0         $0          $ 3,688          $15,773
                                  =======          ==         ==          =======          =======
Acquisition related reserves      $40,796          $0         $0          $36,598          $ 4,198/(3)/
                                  =======          ==         ==          =======          =======
Restructuring reserves                 $0     $43,000         $0          $26,800          $16,200/(4)/
                                       ==     =======         ==          =======          =======
</TABLE> 

/(1)/ Primarily recoveries of uncollectible accounts.
/(2)/ Uncollectible accounts written off.
/(3)/ Included primarily in "Property, plant, and equipment" in the Consolidated
      Balance Sheets.
/(4)/ Included primarily in "Other liabilities" in the Consolidated Balance 
      Sheets.




                                      32
<PAGE>

FRONTIER CORPORATION
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
    RESERVES FOR THE YEAR ENDED DECEMBER 31, 1996
    (Table 2 of 3)


In thousands of dollars



<TABLE> 
<CAPTION> 
                                                    Additions
                                              ----------------------
                                  Balance at  Charged to  Charged to
                                  beginning   costs and     other                          Balance at
     Description                   of year     expenses    accounts       Deductions       end of year
     -----------                  ----------  ----------  ----------      ----------       -----------
<S>                               <C>         <C>         <C>             <C>              <C> 
Reserve for uncollectible
accounts                          $28,515     $74,452     $5,183/(1)/     $77,239/(2)/     $30,911
                                  =======     =======     ======          =======          =======
Deferred tax asset valuation
allowance                         $23,887          $0         $0          $ 4,426          $19,461
                                  =======          ==         ==          =======          =======
Acquisition related reserves      $83,149          $0         $0          $42,353          $40,796/(3)/
                                  =======          ==         ==          =======          =======
</TABLE> 

/(1)/ Primarily recoveries of uncollectible accounts.
/(2)/ Uncollectible accounts written off.
/(3)/ Included primarily in "Property, plant, and equipment" in the Consolidated
      Balance Sheets.

FRONTIER CORPORATION
    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
    RESERVES FOR THE YEAR ENDED DECEMBER 31, 1995
    (Table 3 of 3)


In thousands of dollars


<TABLE> 
<CAPTION> 
                                                    Additions
                                              ----------------------
                                  Balance at  Charged to  Charged to
                                  beginning   costs and     other                          Balance at
     Description                   of year     expenses    accounts       Deductions       end of year
     -----------                  ----------  ----------  ----------      ----------       -----------
<S>                               <C>         <C>         <C>             <C>              <C> 
Reserve for uncollectible
accounts                          $11,407     $ 36,655    $24,986/(1)/     $44,533/(2)/     $28,515
                                  =======     ========    =======          =======          =======
Deferred tax asset valuation
allowance                         $28,500          $0     $ 7,950/(3)/     $12,563          $23,887
                                  =======          ==     =======          =======          =======
Acquisition related reserves           $0     $114,239        $0           $31,090          $83,149/(4)/
                                       ==     ========        ==           =======          =======
</TABLE> 

/(1)/ Primarily recoveries of uncollectible accounts.
/(2)/ Uncollectible accounts written off.
/(3)/ Balances added through acquisitions.
/(4)/ Includes primarily in "Other liabilities" and "Property, plant and 
      equipment" in the Consolidated Balance Sheets.




                                      33

<PAGE>
 
                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             FRONTIER CORPORATION
                                 (Registrant)

                             By: /s/ Joseph P. Clayton
                                 ---------------------------
                                     Joseph P. Clayton
                                     Chief Executive Officer
                                     and President
                                     Date: March 23, 1998

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

By: /s/ Joseph P. Clayton               By: /s/ James G. Dole            
    ---------------------------             ---------------------------  
        Joseph P. Clayton                       James G. Dole            
        Chief Executive Officer,                Senior Vice President and
        President and Director                  Controller               
        Date: March 23, 1998                    (principal financial and 
                                                accounting officer)      
                                                Date: March 23, 1998     


              *                                        *
-------------------------------         -------------------------------
Patricia C. Barron                      Raul E. Cesan               
Date: March 23, 1998                    Date: March 23, 1998     

              *                                        *
-------------------------------         -------------------------------
Brenda E. Edgerton                      Jairo A. Estrada            
Date: March 23, 1998                    Date: March 23, 1998        

              *                                        *
-------------------------------         -------------------------------
Michael E. Faherty                      Daniel E. Gill              
Date: March 23, 1998                    Date: March 23, 1998        

              *                                        *
-------------------------------         -------------------------------
Alan C. Hasselwander                    Robert J. Holland, Jr.      
Date: March 23, 1998                    Date: March 23, 1998        

              *                                        *
-------------------------------         -------------------------------
Douglas H. McCorkindale                 Leo J. Thomas               
Date: March 23, 1998                    Date: March 23, 1998        
                                
*By: /s/ James G. Dole                  Manually signed powers of attorney for 
    ---------------------------         each Director are attached hereto and 
         James G. Dole                  filed herewith pursuant to Regulation
         Attorney-in-Fact               S-K Item 601(b)24 as Exhibit 24.





                                      34
<PAGE>
 
                             FRONTIER CORPORATION
                                 EXHIBIT INDEX

Exhibit
Number     Exhibit Description                Reference
-------    -------------------                ---------
 3.1       Restated Certificate of            Incorporated by reference
           Incorporation dated                to Exhibit 3.1 to Form 10-K
           January 24, 1995                   for the year ended
                                              December 31, 1995


 3.2       Amendment to Restated              Incorporated by reference
           Certificate of Incorporation       to Exhibit 3.2 to Form 10-K
           dated April 9, 1995                for the year ended
                                              December 31, 1995

 3.3       By-Laws                            Filed herewith

 4.1       Copy of Indenture between          Incorporated by reference
           the Company and Manufacturers      to Exhibit 4.12 to Form
           Hanover Trust Company,             10-K for the year ended
           Trustee, dated September 1,        December 31, 1986
           1986

 4.2       Copy of First Supplemental         Incorporated by reference
           Indenture to said Indenture,       to Exhibit 4(b) to
           made by the Company to             Registration Statement
           Manufacturers Hanover Trust        33-32035
           Company, Trustee, dated
           December 1, 1989

 4.3       Copy of 10.46% Non Negotiable      Incorporated by reference
           Convertible Debenture due          to Exhibit 4.14 to Form
           October 27, 2008 from the          10-K for the year ended
           Company to The Walters Trust       December 31, 1988

 4.4       Copy of 9% Debenture due           Incorporated by reference
           August 15, 2021                    to Exhibit 4.16 to Form
                                              10-K for the year ended
                                              December 31, 1991

 4.5       Copy of Indenture between the      Incorporated by reference
           Company and Chase Manhattan        to Exhibit 4.5 to Form
           Bank, N.A. dated August 9,         10-K for the year ended
           1995                               December 31, 1995

 4.6       Copy of Indenture, dated May 21,   Incorporated by reference
           1997 between the Company and       to Exhibit 4.1 to Form 8-K
           Chase Manhattan Bank, NA as        filed May 23, 1997.
           Trustee




                                      35

<PAGE>
 
  4.7       Copy of Supplemental Indenture between    Filed herewith
            the Company and Chase Manhattan Bank,
            NA as Trustee

 10.1       Copy of Joint Venture                     Incorporated by reference
            Agreement dated March 9, 1993             to Exhibit 10.13 to Form
            by and between Rochester Tel              10-K for the year ended
            Cellular Holding Corporation              December 31, 1992
            and New York Cellular
            Geographic Service Area, Inc.
            together with Exhibit A
            thereto

 10.2       Copy of the Plan for the                  Incorporated by reference
            Deferral of Directors Fees                to Exhibit 10.34 to Form
                                                      10-K for the year ended
                                                      December 31, 1994
            

 10.3       Copy of the Directors'                    Incorporated by reference
            Common Stock Deferred                     to Exhibit 10.36 to Form
            Growth Plan                               10-K for the year ended
                                                      December 31, 1994

 10.4       Copy of the Management Stock              Incorporated by reference
            Incentive Plan dated                      to Exhibit 10.23 to Form
            April 26, 1995                            10-K for the year ended
                                                      December 31, 1995

 10.5       Executive contract with supporting        Incorporated by reference
            offer letter for Mr. Barrett              to Exhibit 10.25 to Form
                                                      10-Q for the quarter ended
                                                      March 31, 1996

 10.6       Executive contract with supporting        Incorporated by reference
            offer letter and note for Mr. Bennis      to Exhibit 10.26 to Form
                                                      10-Q for the quarter ended
                                                      March 31, 1996

 10.7       Restated Directors                        Incorporated by reference
            Stock Incentive Plan                      to Exhibit 10.27 to Form
            dated April 24, 1996                      10-Q for the quarter ended
                                                      March 31, 1996

 10.8       Employee Stock Option Plan                Incorporated by reference
                                                      to Exhibit 10.28 to Form
                                                      10-Q for the quarter ended
                                                      March 31, 1996


 10.9       IRU Agreement between Qwest               Incorporated by reference
            Communications Corp. and                  to Exhibit 10.11 to Form
            Frontier Communications International     10-K for the year ended
            Inc. dated October 18, 1996.              December 31, 1996
            (CONFIDENTIAL TREATMENT
            REQUESTED FOR CERTAIN PORTIONS
            OF THIS EXHIBIT)


                                      36

<PAGE>
 
 10.10      Copy of the Restated Supplemental       Incorporated by reference
            Management Pension Plan                 to Exhibit 10.12 to Form
                                                    10-K for the year ended
                                                    December 31, 1996.

 10.11      Copy of the Restated Supplemental       Incorporated by reference
            Retirement Savings Plan                 to Exhibit 10.13 to Form
                                                    10-K for the year ended
                                                    December 31, 1996

 10.12      Form of management contracts            Incorporated by reference
            as amended with each of Messrs.         to Exhibit 10.7 to Form
            Bittner, Massaro, Carr and Gregory      10-K for the year ended
                                                    December 31, 1996

 10.13      Promissory Note for Mr. Bittner         Incorporated by reference
                                                    to Exhibit 10.18 to Form
                                                    10-Q for the quarter ended
                                                    March 31, 1997

 10.14      Medical Expense Reimbursement           Incorporated by reference
            for Mr. Bittner                         to Exhibit 10.19 to Form
                                                    10-Q for the quarter ended
                                                    March 31, 1997

 10.15      Management contract with Mr. Clayton    Incorporated by reference
                                                    to Exhibit 10.20 to Form
                                                    10-Q for the quarter ended
                                                    June 30, 1997

 10.16      Form of management contracts with       Incorporated by reference
            Ms. Reeves-Collins and Mr. Carey        to Exhibit 10.21 to Form
                                                    10-Q for the quarter ended
                                                    September 30, 1997

 10.17      Amendment No. 1 to the Management       Incorporated by reference
            Stock Incentive Plan                    to Exhibit 10.22 to Form
                                                    10-Q for the quarter ended
                                                    September 30, 1997

 10.18      Letter agreement regarding severance    Incorporated by reference
            with Mr. Bennis                         to Exhibit 10.25 to Form
                                                    10-Q for the quarter ended
                                                    September 30, 1997

 10.19      Letter agreement regarding severance    Incorporated by reference
            with Mr. Gregory                        to Exhibit 10.26 to Form
                                                    10-Q for the quarter ended
                                                    September 30, 1997

 10.20      Copy of 1997 Executive Compensation     Filed herewith
            Program

 10.21      Amendment No. 1 to Supplemental         Filed herewith
            Management Pension Plan

 10.22      Executive contract with Mr. Clayton,    Filed herewith
            effective January 1, 1998



                                      37
<PAGE>
 
10.23        Management contract and promissory note          Filed herewith 
             with Mr. Hickey, effective January 14, 1998      

10.24        Service Continuation Agreement with              Filed herewith 
             collateral documentation with Mr. Massaro,
             effective December 29, 1997

10.25        Management contract with Mr. McCue,              Filed herewith 
             effective January 1, 1998

11           Computation of Diluted                           Filed herewith 
             Earnings Per Share

13.1         Specified portions (pages 13                     Filed herewith  
             through 45 of the Company's
             Annual Report to shareowners
             for the year ended December 31, 1997)

13.2         Report of Ernst & Young LLP                      Filed herewith 
           
21           Subsidiaries of Frontier                         Filed herewith 
             Corporation

23.1         Consent of Independent                           Filed herewith 
             Accountants - Price Waterhouse LLP

23.2         Consent of Independent                           Filed herewith  
             Accountants - Ernst & Young LLP

24           Power of Attorney for a                          Filed herewith 
             majority of Directors naming
             James G. Dole attorney-in-fact

27           Financial Data Schedule                          Filed herewith 

99           Proxy Statement for the                          Filed herewith 
             Annual Meeting of Shareowners



                                      38