-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhzkLG8RlDcOjUNP1Z2D8RAU++EvfecKTYmObZwuptFO7orpnns8NSn7UObkNSq2 kfNQJ6/wwYkTqjuYIlp8vA== 0000091576-96-000002.txt : 19960702 0000091576-96-000002.hdr.sgml : 19960702 ACCESSION NUMBER: 0000091576-96-000002 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYCORP /NEW/ CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 96589024 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166893000 MAIL ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETY CORP DATE OF NAME CHANGE: 19920703 11-K 1 KEYCORP 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended December 31, 1995 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ______ To ______ Commission File Number 0-850 KEYCORP 401(K) SAVINGS PLAN ------------------------------------- (Full title of the plan) KEYCORP 127 PUBLIC SQUARE CLEVELAND, OHIO 44114 -------------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) KEYCORP 401(K) SAVINGS PLAN FORM 11-K REQUIRED INFORMATION - -------------------- Item 4. Financial Statements and Supplemental Schedules for the Plan. The KeyCorp 401(k) Savings Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). In lieu of the requirements of Items 1-3 of this Form, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The Plan financial statements and supplemental schedules for the period ended December 31, 1995, are included as Exhibit 99.1 to this report on Form 11-K and are incorporated herein by reference. The Plan financial statements and supplemental schedules have been examined by Ernst & Young LLP, Independent Auditors, and their report is included therein. EXHIBITS - -------- 23.1 Consent of Independent Auditors, Ernst & Young LLP 99.1 Financial statements and supplemental schedules of the KeyCorp 401(k) Savings Plan for the period ended December 31, 1995, prepared in accordance with the financial reporting requirements of ERISA. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KeyCorp 401(k) Savings Plan Date: June 27, 1996 By: /s/ Wallace R. Demary, Jr. -------------------------- Wallace R. Demary, Jr. Senior Vice President Executive Compensation and Benefits Design EX-23.1 2 CONSENT OF EXPERTS AND COUNCEL Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the KeyCorp Registration Statements (Form S-8 No. 33-45518, No. 33-46278, and No. 33-54819) pertaining to the KeyCorp 401(k) Savings Plan of our report dated June 21, 1996, with respect to the financial statements and schedules of the KeyCorp 401(k) Savings Plan included in this Annual Report (Form 11-K) for the period ended December 31, 1995. /s/ Ernst & Young LLP Cleveland, Ohio June 21, 1996 EX-99 3 EXHIBIT 99 KEYCORP 401(K) SAVINGS PLAN Exhibit 99.1 Financial Statements and Supplemental Schedules KEYCORP 401(K) SAVINGS PLAN Periods Ended December 31, 1995 and December 31, 1994 REPORT OF INDEPENDENT AUDITORS Compensation and Organization Committee KeyCorp We have audited the accompanying statements of net assets available for benefits of the KeyCorp 401(k) Savings Plan as of December 31, 1995 and December 30, 1994, and the related statements of changes in net assets available for benefits for the periods then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the KeyCorp 401(k) Savings Plan at December 31, 1995 and December 30, 1994, and the changes in its net assets available for benefits for the periods then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1995, and reportable transactions for the period then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Cleveland, Ohio June 21, 1996 1 KeyCorp 401(k) Savings Plan Statement of Net Assets Available For Benefits December 31, 1995
Corporation Equity Loan Balanced Stock Fund Fund Fund Fund --------------------------------------------------- ASSETS Investments, at fair value: KeyCorp common stock (cost $323,682,686) $578,437,952 Common stock-other (cost $51,765) $ 761,859 Insurance company contract Interest in collective trusts and mutual funds (costs $319,937,715) 4,145,132 160,954,350 $27,192,066 Loans to participants $32,834,046 ---------------------------------------------------- Total investments 582,583,084 161,716,209 32,834,046 27,192,066 Cash 13,120 13,764 Contributions receivable- Employer 750 375 Contributions receivable- Participants 1,473 750 Income receivable 75,978 11,665 Other receivable 250,845 ---------------------------------------------------- Total assets 582,923,027 161,730,097 32,814,810 27,193,191 LIABILITIES ESOP indebtedness 51,408,924 Other liabilities 1,595,175 1,200,602 433,206 ---------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $529,918,928 $160,529,495 $32,847,810 $26,759,985 ==================================================== See notes to financial statements.
Money Market Bond Fund Fund Total -------------------------------------------- ASSETS Investments, at Fair Value: KeyCorp common stock (cost $323,682,686) $578,437,952 Common stock-other (cost $51,765) 761,859 Insurance company contract $ 1,000,000 1,000,000 Interest in collective trusts and mutual funds (cost $319,937,715) 78,586,086 $78,824,154 349,701,788 Loans to participants 110,207 32,944,253 --------------------------------------------- Total investments 79,696,293 78,824,154 962,845,852 Cash 26,884 Contributions receivable- Employer 750 1,875 Contributions receivable- Participants 2,223 Income receivable 72,756 362,828 523,227 Other receivable 1,381 252,226 -------------------------------------------- Total assets 79,769,799 79,188,363 963,652,287 LIABILITIES ESOP indebtedness 51,408,924 Other liabilities 404,571 3,633,554 -------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $79,365,228 79,188,363 $908,609,809 ============================================ See notes to financial statements.
2 KeyCorp 401(k) Savings Plan Statement of Net Assets Available for Benefits Decemebr 30, 1994
Corpoaration Equity Loan Balanced Stock Fund Fund Fund Fund -------------------------------------------------- ASSETS Investments, at fair value: KeyCorp common stock (cost $245,392,443) $319,904,850 Insurance company contract Interest in collective trusts and mutual funds (cost $114,699,604) 402,034 $44,286,169 $19,162,570 $4,840,744 Loans to participants 14,250,437 -------------------------------------------------- Total investments 320,306,884 44,286,169 33,413,007 4,840,744 Contibutions receivable- Employer 2,205,492 Contributions receivable- Participants 361,707 (130) Income receivable 14,161 15,166 1,786 (2,110) -------------------------------------------------- Total assets 322,888,244 44,301,205 33,414,793 4,838,634 LIABILITIES ESOP indebtedness 63,909,021 Other liabilities 570,837 66,572 -------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $258,408,386 $44,301,205 $33,414,793 $4,772,062 ==================================================
Special Fixed Money Market Income Fund Fund Total ------------------------------------------------ ASSETS Investments, at fair value: KeyCorp common stock (cost $245,392,443) $319,904,850 Insurance company contract $ 1,000,000 1,000,000 Interest in collective trusts and mutual funds (cost $114,699,604) 23,413,292 $10,256,070 102,360,879 Loans to participants 14,250,437 ------------------------------------------------ Total investments 24,413,292 10,256,070 437,516,166 Contributions receivable- Employer 2,205,492 Contributions receivable- Participants 41 361,618 Income receivable 67,496 50,551 147,050 ------------------------------------------------ Total assets 24,480,829 10,306,621 440,230,326 LIABILITIES ESOP indebtedness 63,909,021 Other liabilities 637,409 ------------------------------------------------ NET ASSETS AVAILABLE FOR BENEFITS $24,480,829 $10,306,621 $375,683,896 ================================================ See notes to financial statements.
3 KeyCorp 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits For the Period From December 30, 1994 to December 31, 1995
Corporation Equity Loan Balanced Stock Fund Fund Fund Fund ----------------------------------------------------- INCREASES Contributions: Employer $ 20,918,020 $ 5,779,273 $ 1,817,134 Participants 17,922,275 15,312,795 5,233,655 ----------------------------------------------------- 38,840,295 21,092,068 7,050,789 Interest on partic- ipant loans $ 2,270,419 Common stock dividends 22,291,248 41,170 Net investment gain from collective trusts and mutual funds 662,970 3,822,406 742,413 Net realized gain and unrealized appreciation, KeyCorp common stock 178,546,499 Net realized gain and unrealized appreciation, collective trusts and mutual funds 33,066,058 2,256,670 ----------------------------------------------------- Total increases 240,341,012 58,021,702 2,270,419 10,049,872 DECREASES Participant withdrawls 33,082,964 11,988,933 1,444,766 Interest expense 5,359,774 Administrative and other expenses 701,691 38,896 492,350 2,842 ----------------------------------------------------- Total decreases 39,144,429 12,027,829 492,350 1,447,608 ----------------------------------------------------- Changes in net assets 201,196,583 45,993,873 1,778,069 8,602,264 Plan merger-KeyCorp 74,761,328 66,941,548 14,685,018 Plan merger-State Homes 1,153,929 38,136 504,685 Plan merger-First Citizens 1,938,584 Fund merger (19,164,357) Interfund transfer in (out) (4,447,369) 2,138,940 2,096,151 10,942,390 Net assets at beginning of period 258,408,386 44,301,205 33,414,793 4,772,062 ----------------------------------------------------- NET ASSETS AT END OF PERIOD $529,918,928 $160,529,495 $ 32,847,810 $26,759,985 =====================================================
Special Fixed Money Market Bond Fund Income Fund Fund Total ------------------------------------------------------ INCREASES Contributions: Employer $ 2,104,707 $ 2,453,741 $ 33,072,875 Participants 5,455,258 6,782,298 50,706,281 ------------------------------------------------------ 7,559,965 9,236,039 83,779,156 Interest on partic- ipant loans 2,270,419 Common stock dividend 22,332,418 Net investment gain from collective trusts and mutual funds 4,719,726 5,028,583 14,976 098 Net realized gain and unrealized appreciation, KeyCorp common stock 178,546,499 Net realized gain and unrealized appreciation, collective trusts and mutual funds 3,414,343 3,139 38,740,210 ------------------------------------------------------ Total increases 15,694,034 14,267,761 340,644,800 DECREASES Participant withdrawls 8,261,965 10,659,810 65,438,438 Interest expense 5,359,774 Administrative and other expenses 37,984 110,172 1,383,935 ------------------------------------------------------ Total decreases 8,299,949 10,769,982 72,182,147 ------------------------------------------------------ Changes in net assets 7,394,085 3,497,779 268,462,653 Plan merger-KeyCorp 34,790,100 67,979,239 259,157,233 Plan merger-State Homes 849,998 820,695 3,367,443 Plan merger-First Citizens 1,938,584 Fund Merger 43,645,186 $(24,480,829) 0 Interfund transfer in (out) (7,314,141) (3,415,971) 0 Net assets at beginning of period 0 24,480,829 10,306,621 375,683,896 ------------------------------------------------------ NET ASSETS AT END OF PERIOD $79,365,228 $ 0 $79,188,363 $908,609,809 ====================================================== See notes to financial statements.
4 KeyCorp 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits For the Period From December 31, 1993 to December 30, 1994
Corporation Equity Loan Balanced Stock Fund Fund Fund Fund ------------------------------------------------------ INCREASES Contributions: Employer $ 21,581,071 Participants 10,154,149 $ 4,694,471 $ 724,966 $ 1,668,475 ------------------------------------------------------ 31,735,220 4,694,471 724,966 1,631,475 Interest on partic- ipant loans 956,886 Common stock dividends 16,010,012 Net investment gain from collective trusts and mutual funds 95,565 1,130,093 1,817 182,742 Net realized gain and unrealized appreciation (depreciation), collective trusts and mutual funds (924,425) 232,528 (215,543) ------------------------------------------------------ Total increases 47,840,797 4,900,139 1,916,197 1,598,674 DECREASES Net realized gain and unrealized depreciation, collective trusts and mutual funds 61,367,257 Participant withdrawals 25,611,669 4,353,607 2,400,383 434,326 Interest expense 5,305,651 Administrative and other expenses 4,826 2,780 732,360 ------------------------------------------------------ Total decreases 92,289,403 4,356,387 3,132,743 434,326 ------------------------------------------------------ Changes in net assets (44,448,606) 543,752 (1,216,546) 1,164,348 Interfund transfer in (out) 1,111,473 (2,653,938) (568,322) 643,343 Net assets at beginning of period 301,745,519 46,411,391 35,199,661 2,964,371 ------------------------------------------------------ NET ASSETS AT END OF PERIOD $258,408,386 $44,301,205 $33,414,793 $4,772,062
Special Fixed Money Market Income Fund Fund Total ------------------------------------------- INCREASES Contributions: Employer $ 21,581,071 Participants $ 1,668,648 $ 1,099,333 19,973,042 Interest on partic- ipant loans 956,886 Common stock dividends 16,010,012 Net investment gain from collective trusts and mutual funds 95,832 451,210 1,957,259 Net realized gain and unrealized appreciation (depreciation), collective trusts and mutual funds 1,316,527 17 409,104 -------------------------------------------- Total increases 3,081,007 1,550,560 60,887,374 DECREASES Net realized gain and unrealized depreciation, KeyCorp common stock 61,367,257 Participant withdrawals 3,178,273 1,584,616 37,562,874 Interest expense 5,305,651 Administrative and other expenses 739,966 -------------------------------------------- Total decreases 3,178,273 1,584,616 104,975,748 -------------------------------------------- Changes in net assets (97,266) (34,056) (44,088,374) Interfund transfer in (out) 1,012,080 455,364 0 Net assets at beginning of period 23,566,015 9,885,313 419,772,270 -------------------------------------------- NET ASSETS AT END OF PERIOD $24,480,829 $10,306,621 $375,683,896 ============================================ See notes to financial statements.
5 KeyCorp 401(k) Savings Plan Notes to Financial Statements For the Periods Ended December 31, 1995 and December 30, 1994 A. SIGNIFICANT ACCOUNTING PRINCIPLES The accounting records of the KeyCorp 401(k) Savings Plan (the "Plan") are maintained on the accrual basis. Investments are stated at aggregate fair value which is determined based on the closing price reported on the last business day of the Plan year as follows: KEYCORP COMMON STOCK Closing market price as quoted on the NYSE exchange as of December 31, 1995 and December 30, 1994. INSURANCE CONTRACTS At contract value which in the opinion of the management of the Plan represents fair value. COLLECTIVE TRUST FUNDS Market values of units held in collective trust funds are determined daily by the trustee of the funds. MUTUAL FUNDS Closing price as quoted per the Wall Street Journal as of December 31, 1995 and December 30, 1994. The change in the difference between fair value and the cost of investments is reflected in the statements of changes in net assets available for benefits as a component of either (1) net realized gain and unrealized appreciation (depreciation), KeyCorp common stock, or (2) net realized gain and unrealized appreciation, collective trusts and mutual funds. Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sale of securities are based on the specific cost of investments sold. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on the accrual basis. 6 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued A. SIGNIFICANT ACCOUNTING PRINCIPLES--CONTINUED The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain 1994 amounts have been reclassified to conform to current period presentation. B. MERGERS On March 1, 1994, KeyCorp ("old KeyCorp"), a financial services holding company headquartered in Albany, New York, merged into and with Society Corporation ("Society"), a financial services holding company headquarted in Cleveland, Ohio, which was the surviving corporation under the name KeyCorp (the "Employer"). The Plan was amended effective January 1, 1995, to provide for the merger of the KeyCorp Profit Sharing Plus Plan, with and into the Plan, and to change the name of the Plan to the "KeyCorp 401(k) Savings Plan". The following amendments are also effective January 1, 1995: * The Special Fixed Income Fund is eliminated as an investment option. * Participant eligibility was changed to a minimum of 1,000 hours in any 12 month period. * The number of Plan loans that a Participant may have outstanding at any time is increased from two to three. * The Plan year end is changed from December 30 to December 31. 7 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued B. MERGERS--CONTINUED In an agreement dated May 5, 1994, State Home Savings Bank, FSB entered into an Agreement and Plan of Merger with Society National Bank. In an agreement dated June 30, 1994, First Citizens Bancorp of Indiana entered into an Agreement and Plan of Merger with KeyCorp. As provided in the respective agreements, the State Home Saving Bank 401(k) Profit Sharing Plan and the Citizens Banking Company 401(k) Retirement Plan and Trust continued in effect until such date participants were provided the opportunity to participate in the benefit plans maintained by KeyCorp. All participants employed at the effective date of the respective mergers became fully vested in their account balances. Effective March 31, 1995, the State Home Savings Bank 401(k) Profit Sharing Plan and the Citizens Banking Company 401(k) Retirement Plan and Trust were merged into and with the KeyCorp 401(k) Savings Plan and all assets were transferred to the KeyCorp Plan. C. DESCRIPTION OF THE PLAN The following provides only general information regarding the Plan. Participants should refer to the Plan document or summary plan description for a more complete description of the Plan's provisions. The Plan is a defined contribution plan which contains two primary features. The portion of the Plan that is attributable to participant contributions is a profit sharing plan and the portion of the Plan that is attributable to Employer contributions is designed to be invested primarily in KeyCorp's common stock and constitutes an employee stock ownership plan ("ESOP"). Employees are eligible to participate in the Plan if they have completed 15 days of employment with KeyCorp. Participants make contributions to the Plan by means of payroll deductions. Participants can elect to make contibutions (pre-tax) from 1% to 10% of their compensation. KeyCorp matches the contributions dollar for dollar up to a maximum of 6% of compensation. A minimum of 50% of the matching contribution is in the form of KeyCorp common stock. Matching contributions of KeyCorp common stock are made either by releasing shares from the Plan's ESOP feature or by purchasing in the open market. 8 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued C. DESCRIPTION OF THE PLAN--CONTINUED In addition, KeyCorp may contribute to the Plan a profit sharing amount determined by the Board of Directors, which is to be allocated to participants at the end of the Plan year. A participant's voluntary contributions are currently limited to the maximum allowable amount under the Internal Revenue Code. A participant's interest in Employer contributions is vested after completion of three full years of service. Forfeitures of a participant's account before the participant has become fully vested may be used to reduce Employer contributions, to pay amounts needed to correct errors, to resolve claims in respect to benefit payments, to offset administrative expenses of the Plan or to facilitate stock transactions required for Plan investment or distribution purposes. Participants may withdraw amounts from their account subject to specific provisions of the Plan regarding which contribution amounts (Employee Pre-Tax Contributions, Employer Matching or Profit Sharing Contributions, etc.) are to be withdrawn. Loans are available to participants based only on pre-tax contributions and a participant may have a maximum of three loans outstanding at one time. Upon termination, participants may receive a distribution of cash or stock from their Employee Stock Fund account and cash from all other accounts. Participants may leave their balance in the Plan if the balance is greater than $3,500. Upon retirement, the distribution of benefits to participants is made in either a lump sum payment or monthly cash installments at the participant's option. Distributions must begin by the year in which a participant reaches age 70-1/2. The Employer has the right under the Plan to discontinue contributions at any time and terminate the Plan. In the event of termination of the Plan, the assets of the Plan will be distributed to the participants based on the amounts in their respective accounts. D. INVESTMENTS Key Trust Company of Ohio, N.A., a subsidiary of KeyCorp, serves as the trustee for certain assets of the Plan with the balance held in trust by Wachovia Bank of North Carolina, N.A. Financial information regarding the assets held by the Plan are included in the accompanying financial statements and in the table below based on information provided by the trustees. 9 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued D. INVESTMENTS--CONTINUED Upon enrollment, participants direct all of their participant contributions for investment in one of several funds in 5% increments. Plan participants have the option to invest in the Corporation Stock Fund and/or a combination of four funds which hold collective investment trust funds and/or mutual funds: the Equity Fund, the Bond Fund, the Balanced Fund and the Money Market Fund. All of the above mentioned collective investment trust funds and mutual funds are sponsored by affiliates of KeyCorp. The aggregate cost of investment sales in all of the above collective trust funds is the average cost per share or per unit at the time of the sale. During the periods ended December 31, 1995 and December 30, 1994, the Plan's investments (including realized gains and losses on investments held for any portion of the Plan year) appreciated (depreciated) in fair market value $217,286,709 and ($60,958,153), respectively as follows:
Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ----------------------------- Year ended December 31, 1995: Fair value as determined by quoted market price: Corporation Stock Fund $178,546,499 $582,583,084 Equity Fund 33,066,058 161,716,209 Bond Fund 3,414,343 79,696,293 Balanced Fund 2,256,670 27,192,066 Fair value as determined by trustee: Loan Fund 32,834,046 Money Market Fund 3,139 78,824,154 ----------------------------- $217,286,709 $962,845,852 =============================
10 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued D. INVESTMENTS--CONTINUED
Year ended December 30, 1994: Fair value as determined by quoted market price: Corporation Stock Fund $(61,367,257) $320,306,884 Equity Fund (924,425) 44,286,169 Loan Fund 232,528 33,413,007 Balanced Fund (215,543) 4,840,744 Fair value as determined by trustee: Special Fixed Income 1,316,527 24,413,292 Money Market Fund 17 10,256,070 ----------------------------- $(60,958,153) $437,516,166 =============================
The fair value of investments that represent 5% or more of the Plan's net assets are as follows:
1995 1994 -------------------------- KeyCorp Common Stock $578,437,952 $319,904,850 Victory Value Stock Fund 159,545,171 22,010,677 Victory Institutional Money Market Fund 81,020,818 Victory Limited Term Income Fund 78,155,363 Collective trusts of Key Trust Company of Ohio, N.A.: EB Reserve Fund 19,162,570 EB Magic Fund 23,409,450
E. INCOME TAX STATUS The Internal Revenue Service has ruled that effective April 2, 1996, the Plan, as amended, is qualified under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. Participants will not be subject to income tax for contributions made on their behalf by KeyCorp nor on any money earned by the Plan and credited to their account until the participants withdraw all or a portion of their accumulative balance. 11 KeyCorp 401(k) Savings Plan Notes to Financial Statements--Continued F. EMPLOYEE STOCK OWNERSHIP PLAN The Plan structure includes a leveraged ESOP. The Plan sponsor loaned the proceeds of funds borrowed from several institutional investors to the ESOP. These funds were used to purchase shares of KeyCorp's common stock. The ESOP debt is secured by KeyCorp common stock held by the ESOP trustee. The ESOP will repay the loans from KeyCorp using corporate contributions made to the Plan on behalf of participants and dividends on the common stock acquired with the loans. The amount of dividends received on ESOP shares used for debt service totaled approximately $4,800,000 and $4,400,000 for 1995 and 1994, respectively. Except for the repayment schedule, the loans to the ESOP are subject to substantially similar terms as the borrowings from institutional investors. The loan agreement consisted of two separate loans, one bearing interest at 8.255%, due June 26, 1996, and the other at 8.404%, due in annual installments commencing July 14, 1997 through July 14, 2001, each subject to rate increases as described in the agreements. The common stock of KeyCorp held by the ESOP was initially classified as unallocated by the Plan. Shares of common stock are allocated to participants as KeyCorp elects to make matching contributions from the ESOP. The allocation is made based on market value at the time of allocation. The related carrying value is determined based on the original purchase price. During the periods ended December 31, 1995 and December 30, 1994, 635,892 and 189,440 shares of common stock, respectively, were reclassified to allocated. At December 31, 1995 and December 30, 1994, 1,941,671 and 2,577,563 shares of common stock, respectively, were classified as unallocated. G. TRANSACTIONS WITH PARTIES-IN-INTEREST During the periods ended December 31, 1995 and December 30, 1994, 1,772,267 and 1,567,549 shares of common stock of KeyCorp were purchased by the Plan for $55,740,915 and $76,271,890, respectively, and 1,130,459 and 591,300 shares of common stock of KeyCorp were sold by the Plan for $36,061,386 and $34,370,088, respectively. 12 KeyCorp 401(k) Savings Plan Supplemental Schedule 27(a)--Schedule of Assets Held for Investment December 31, 1995
Number of Shares/ Current Description of Assets Par Value Value Cost - ------------------------------------------------------------------ CORPORATION STOCK FUND KeyCorp common stock 15,956,909 $578,437,952 $323,682,686 DTF Short-Term Investment Fund 3,457,588 3,457,588 3,457,588 Collective trust of Key Trust Comapny of Ohio, N.A. EB Money Market Fund 687,544 687,544 687,544 -------------------------- Total Corporation Stock Fund 582,583,084 327,827,818 EQUITY FUND Victory Institutional Money Market Fund 1,331,492 1,331,492 1,331,492 Victory Value Stock Fund 12,929,106 159,545,171 134,117,395 Collective trust of Key Trust Company of Ohio, N.A. EB Small Capitalization Value Liquidation Fund 7,560 77,687 74,330 Common stock: Stiefel Lab, Inc. 609 761,859 51,765 -------------------------- Total Equity Fund 161,716,209 135,574,982 LOAN FUND Loans to participants $32,834,046 32,834,046 32,834,046 BALANCED FUND Victory Balanced Fund 2,347,159 26,757,617 24,956,250 Victory Institutional Money Market Fund 434,449 434,449 434,449 -------------------------- Total Balanced Fund 27,192,066 25,390,699
13 KeyCorp 401(k) Savings Plan Supplemental Schedule 27(a)--Schedule of Assets Held for Investment--Continued December 31, 1995
Number of Shares/ Current Description of Assets Par Value Value Cost - ------------------------------------------------------------------ BOND FUND Victory Limited Term Income Fund 7,662,291 78,155,363 75,623,790 Victory Institutional Money Market Fund 430,723 430,723 430,723 Loans to participants 110,207 110,207 110,207 Insurance company contract: Confederation Life Insurance Company, 9.4%, due April 16, 1995 $ 1,000,000 1,000,000 1,000,000 -------------------------- 79,696,293 77,164,720 MONEY MARKET FUND Victory Institutional Money Market Fund 78,824,154 78,824,154 78,824,154 -------------------------- TOTAL ASSETS HELD FOR INVESTMENT $962,845,852 $677,616,419 ========================== 14 KeyCorp 401(k) Savings Plan Schedule of Reportable Transactions Supplemental Schedule 27(d)--Transactions or Seies of Transactions in excess of 5% of the Current Value of Plan Assets Period Ended Decemebr 31, 1995
Purchase Selling Description Units Price Price - -------------------------------------------------------------------- KEYCORP COMMON STOCK 143 purchases 1,772,267 shares $55,740,915 196 sales 1,130,459 shares $36,061,386 1 transfer in* 2,926,448 shares COLLECTIVE TRUSTS OF KEY TRUST COMPANY OF OHIO, N.A. EB Money Market Fund 83 purchases 81,331,001 81,331,001 102 sales 91,499,301 91,499,301 1 transfer in* EB Magic Fund 3 sales 2,313,658 23,638,691 EB Reserve Fund 4 purchases 2,254 281,859 4 sales 156,459 19,650,414 VICTORY INSTITUTIONAL MONEY MARKET FUND 301 purchases 244,221,572 244,221,572 241 sales 163,200,753 163,200,753 VICTORY LIMITED TERM INCOME FUND 98 purchases 5,775,597 57,263,002 241 sales 1,495,099 15,169,203 VICTORY BALANCED FUND 100 purchases 2,091,802 22,517,654 46 sales 249,065 2,788,541 VICTORY VALUE STOCK FUND 107 purchases 7,680,022 82,120,364 62 sales 1,274,200 18,927,042
Decsription Cost of Assets Net Gain - ------------------------------------------------------- KEYCORP COMMON STOCK 143 purchases 196 sales $ 22,416,853 $ 13,644,533 1 transfer in* 73,161,200 COLLECTIVE TRUSTS OF KEY TRUST COMPANY OF OHIO, N.A. EB Money Market Fund 83 purchases 102 sales 91,499,301 0 1 transfer in* 68,022,929 EB Magic Fund 3 sales 23,155,680 483,011 EB Reserve Fund 4 purchases 4 sales 15,873,711 3,776,703 VICTORY INSTITUTIONAL MONEY MARKET FUND 301 purchases 241 sales 163,200,753 0 VICTORY LIMITED TERM INCOME FUND 98 purchases 65 sales 14,721,735 447,468 VICTORY BALANCED FUND 100 purchases 46 sales 2,524,561 263,980 VICTORY VALUE STOCK FUND 107 purchases 62 sales 12,918,658 6,008,384
15 KeyCorp 401(k) Savings Plan Schedule of Reportable Transactions Supplemental Schedule 27(d)--Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets
Purchase Selling Description Units Price Price - ------------------------------------------------------------- DTF SHORT-TERM INVESTMENT FUND 155 purchases 75,967,076 $ 75,967,075 133 sales 72,693,678 $ 72,693,678 Description Cost of Assets Net Gain - -------------------------------------------------------- DTF SHORT-TERM INVESTMENT FUND 155 purchases 133 sales $ 72,693,678 $ 0 The purchase price of securities acquired represented the fair value at the dates of the above transactions. * Represents transfer from KeyCorp Profit Sharing Plus Plan upon merger into KeyCorp 401(k) Savings Plan.
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