-----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, B4nHQvAttTv8R0tHKoKvbW9D1TRkE/q0ep5l4vviJalLUpKqjcV99cayLnfgJEvX RX0dPZLp9F+3hbo+RGv6lw== 0000950152-04-004865.txt : 20040624 0000950152-04-004865.hdr.sgml : 20040624 20040624164315 ACCESSION NUMBER: 0000950152-04-004865 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040624 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: 04879995 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166896300 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 l08130ae11vk.txt KEYCORP 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, 2003 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 fiscal year ended December 31, 2003, 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 Registered Public Accounting Firm, and their report is included therein. EXHIBITS - -------- 23.1 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP 99.1 Financial statements and supplemental schedules of the KeyCorp 401(k) Savings Plan for the fiscal year ended December 31, 2003, 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 24, 2004 By: /s/ Martin Polster Martin Polster Vice President Retirement and Executive Benefit Plans EX-23.1 2 l08130aexv23w1.txt EX-23.1 CONSENT OF REGISTERED PUBLIC ACCOUNTING FM Exhibit 23.1 CONSENT OF INDEPENDENT REGSITERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the KeyCorp Registration Statements (Form S-8 No. 333-49609 and No. 333-112225) pertaining to the KeyCorp 401(k) Savings Plan of our report dated June 18, 2004, 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, 2003. /s/ Ernst & Young LLP Cleveland, Ohio June 18, 2004 EX-99.1 3 l08130aexv99w1.txt EX-99.1 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHD Exhibit 99.1 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES KeyCorp 401(k) Savings Plan Years ended December 31, 2003 and 2002 with Report of Independent Auditors PLAN SPONSOR AND ADMINISTRATOR KeyCorp 127 Public Square Cleveland, Ohio 44114-1306 (216) 689-3000 KeyCorp 401(k) Savings Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 2003 and 2002 CONTENTS Report of Independent Registered Public Accounting Firm...................... 1 Audited Financial Statements Statements of Net Assets Available for Benefits.............................. 2 Statements of Changes in Net Assets Available for Benefits................... 3 Notes to Financial Statements................................................ 4 Supplemental Schedules Schedule H, line 4(i) -- Schedule of Assets (Held at End of Year)........... 11 Schedule H, line 4(j) -- Schedule of Reportable Transactions................ 14
Report of Independent Registered Public Accounting Firm 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, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. 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 at end of year) as of December 31, 2003, and reportable transactions for the year then ended, are presented for purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules 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 18, 2004 1 KeyCorp 401(k) Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 2003 2002 -------------- -------------- ASSETS Investments, at fair value: KeyCorp Common Stock (cost $477,250,525 and $456,419,980, at 2003 and 2002, respectively) $ 844,112,743 $ 706,790,561 Interest in mutual funds and collective trusts 817,309,686 564,700,760 Loans to participants 38,630,986 33,546,568 -------------- -------------- Total investments 1,700,053,415 1,305,037,889 Receivables: Contributions: Employer 1,534,595 1,587,080 Participants 2,050,819 2,101,977 Interest and dividends 378,637 193,823 Securities sold, not settled 21,407 417,838 -------------- -------------- Total receivables 3,985,458 4,300,718 Cash, non-interest bearing 178,940 - -------------- -------------- Total assets 1,704,217,813 1,309,338,607 LIABILITIES Securities purchased, not settled 1,930,788 2,336,182 -------------- -------------- Total liabilities 1,930,788 2,336,182 -------------- -------------- Net assets available for benefits $1,702,287,025 $1,307,002,425 ============== ==============
See notes to financial statements. 2 KeyCorp 401(k) Savings Plan Statements of Changes in Net Assets Available for Benefits
YEARS ENDED DECEMBER 31 2003 2002 --------------- --------------- ADDITIONS TO PLAN ASSETS ATTRIBUTED TO Investment income: Common stock dividends $ 35,261,284 $ 33,342,841 Net investment income from mutual funds and collective trusts 9,913,755 9,487,097 Net realized gain and unrealized appreciation 244,468,188 - Interest on participant loans 2,296,495 2,473,794 --------------- --------------- 291,939,722 45,303,732 Contributions: Employer 49,847,018 50,984,418 Participants 67,373,744 69,877,906 --------------- --------------- 117,220,762 120,862,324 --------------- --------------- Total additions 409,160,484 166,166,056 DEDUCTIONS FROM PLAN ASSETS ATTRIBUTED TO Net realized loss and unrealized depreciation - 69,127,061 Participant withdrawals 129,307,846 122,704,134 Administrative and other expenses 461,475 257,095 --------------- --------------- Total deductions 129,769,321 192,088,290 --------------- --------------- Net increase (decrease) in net assets 279,391,163 (25,922,234) Plan merger (note 1) 115,893,437 - Net assets available for benefits: Beginning of year 1,307,002,425 1,332,924,659 --------------- --------------- End of year $ 1,702,287,025 $ 1,307,002,425 =============== ===============
See notes to financial statements. 3 KeyCorp 401(k) Savings Plan Notes to Financial Statements Years ended December 31, 2003 and 2002 1. DESCRIPTION OF THE PLAN The KeyCorp 401(k) Savings Plan (Plan) is comprised of a profit sharing plan with a cash or deferred arrangement, as authorized under Section 401(k) of the Internal Revenue Code of 1986, as amended (Code), and an employee stock ownership plan (ESOP), as authorized under the provisions of Section 4975(e)(7) of the Code. The following description of the Plan reflects the provisions of the Plan as of December 31, 2003. The portion of the Plan that is attributable to Participant Contributions invested in the Plan's various investment funds (other than the Plan's KeyCorp Common Stock Fund) constitutes a profit sharing plan. The portion of the plan that is attributable to Participant Contributions, Employer Contributions, Profit Sharing Contributions, After-Tax Contributions, and Rollover Contributions invested primarily in KeyCorp common shares constitutes an ESOP. The Plan is intended to be qualified under Section 401(a) of the Code and the provisions of Titles I, II, and III of the Employee Retirement Income Retirement Act of 1974, as amended (ERISA). All regular full-time and part-time employees of KeyCorp and its participating subsidiaries (Employer) are eligible to participate in the Plan as of their first day of employment with an Employer. Seasonal and on-call employees are required to complete 1,000 hours of service prior to becoming eligible to participate in the Plan. Participants are permitted to contribute from 1% to 16% of their compensation on a pre-tax basis to the Plan. "Compensation" for Plan purposes generally means the participant's regular earnings, including any overtime, bonuses, and incentive compensation that is paid to the Participant during the Plan Year. Participants are permitted to direct the investment of their Participant Contributions to any of the Plan's several investment funds. KeyCorp "matches" up to the first 6% of the Participant's Contributions to the Plan. KeyCorp Matching Contributions are invested in the KeyCorp Common Stock fund and are not subject to Participant investment direction until the Participant is fully vested in such Matching Contributions and the Participant attains age 55. Full vesting under the Plan occurs after the Participant's completion of three years of vesting service. In addition, in years of favorable corporate performance, KeyCorp may contribute to the Plan a profit sharing contribution in such amount as determined by the Board of Directors. Dividends paid on those KeyCorp common shares maintained in the ESOP, at the Participant's election, automatically may be reinvested in the Plan's Common Stock Fund or paid directly to the Participant. In 2003 and 2002, $7,971,656 and $9,500,727, respectively, of dividends were paid directly to Participants in connection with this election and are reflected in the Statement of Changes in Net Assets Available for Benefits as participant withdrawals. Dividends paid in 2002 also included a one time retroactive dividend distribution elections of $1,310,935 as authorized under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001. For the 2003 Plan year, the Plan utilized the safe harbor provisions of Section 401(k)(12) of the Code, which permits the Plan to automatically satisfy certain nondiscrimination requirements of the Code without undergoing the necessity of discrimination testing. 4 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) The Plan includes a Loan Program, which enables Plan Participants to borrow their vested Plan funds without incurring a taxable distribution from the Plan. Loans are available to Participants on a uniform and nondiscriminatory basis and are limited to a maximum loan amount of 50% of the Participant's vested Plan interest up to a maximum of $50,000. Distribution of Participant Contributions and Matching Contributions are subject to the distribution limitations outlined in Section 401(k) of the Code (i.e., attainment of age 59 1/2, severence from employment, retirement, death or disability (subject to special grandfathered distribution provisions)). Upon termination, Participants may receive a distribution of their vested Plan balance in cash, or may elect to have their interest in the KeyCorp Stock Fund distributed in common stock of KeyCorp. Participants may leave their balance in the Plan if the balance is greater than $1,000. Upon retirement, Participants may elect to receive their Plan distribution as a lump sum payment or as a monthly installment payment. Under the terms of the Plan, not vested, forfeited participant amounts may be used to pay Plan administrative expenses and to offset Employer Contributions to the Plan. At December 31, 2003, the Plan's investments included $779,875 of Plan forfeitures after $1,671,378 of Plan forfeitures were used to offset Employer Contributions to the Plan. At December 31, 2002, the Plan's investments included $3,332,217 of Plan forfeitures, of which $1,587,080 of Plan forfeitures were specifically identified to offset Employer Contributions to the Plan. KeyCorp maintains the right to amend and/or terminate the Plan at any time and for any reason including but not limited to changes in applicable law. In the event that the Plan is terminated, the assets of the Plan will be distributed to the Participants based on the amounts in their respective accounts. In 2003, retirement savings plans from five KeyCorp affiliates were merged into the Plan and all assets and liabilities of the five plans were transferred to the Plan. Effective March 1, 2003, Champion Mortgage Savings/Retirement Plan #2, Trident Financial Corporation 401(k) Profit Sharing Retirement Plan, and Essex Investment Group Inc. 401(k) Profit Sharing Plan were merged into the Plan and net assets of $9,851,820, $2,560,981, and $887,459, respectively, were transferred to the Plan. Effective April 30, 2003, McDonald Investments Inc. Retirement Savings Plan was merged into the Plan and net assets of $99,165,636 were transferred to the Plan. Effective October 1, 2003, Union Bancshares, LTD. Profit Sharing 401(k) Plan was merged into the Plan and net assets of $3,427,541 were transferred to the Plan. 5 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Plan are maintained on the accrual basis. INVESTMENT VALUATION 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 New York Stock Exchange as of December 31, 2003 and 2002. Mutual Funds -- Closing price as quoted per the Interactive Data Corporation (IDC) as of December 31, 2003 and per the Wall Street Journal as of December 31, 2002. Collective Trust Funds -- Market values of units held in collective trust funds are determined daily by the trustee of the funds based on reported redemption values received from IDC. Loans -- In the opinion of the Plan Administrator, the outstanding balance approximates fair value. 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, or (2) net realized loss and unrealized depreciation. INVESTMENT TRANSACTIONS Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sale of KeyCorp Common Stock are based on the specific cost of investments sold. Gains or losses on sales of mutual funds and collective trust funds are based on the average cost per share or per unit at the time of the sale. INVESTMENT INCOME Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on the accrual basis. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. 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. 6 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 3. PLAN AMENDMENTS As of June 1, 2001, the Plan was amended to provide Plan Participants with the option of electing to receive those dividends paid on shares maintained in the ESOP as either a cash payment or as a direct reinvestment into the KeyCorp Common Stock Fund, and to expand the ESOP to include Participant Pre-tax Contributions, After-Tax Contributions, and Rollover Contributions that the Participant has elected to invest in the KeyCorp Common Stock Fund. As of January 1, 2002, the Plan was amended to provide KeyCorp with the option of utilizing the safe harbor provisions of Section 401(k)(12) of the Code (Safe Harbor Provision), to increase Participant Contribution limits to up to 16% of compensation in Plan years in which the Safe Harbor Provision is utilized, and to make certain other changes in accordance with the provisions of the Economic Growth and Tax Relief Reconciliation Act, or as deemed desirable by KeyCorp. The Plan was amended and restated effective October 1, 2003 to include the foregoing prior amendments as well as to include various administrative clarifications. 4. INVESTMENTS For the period prior to March 1, 2003, State Street Bank and Trust Company served as Plan Trustee of the ESOP. KeyBank National Association (KeyBank) served as Plan Trustee of the profit sharing component of the Plan. KeyBank is an affiliate of KeyCorp. From March 1, 2003 to the present time, Wilmington Trust Company serves as Trustee to the Plan. Upon enrollment, Participants are required to direct the investment of their Pre-Tax Contributions into any of the various Plan investment funds. Investments must be made in 1% increments. The Plan maintains twenty-one investment funds, which include the KeyCorp Stock Fund, the BGI Money Market Fund, the BGI Equity Index Fund, KeyBank EB MaGIC Fund, the Victory Fund for Income A, the Victory Value Fund, the Victory Balanced A Fund, the Victory Intermediate Income A Fund, the Victory Special Value A Fund, the Victory Convertible A Fund, the Victory Growth A Fund, the Victory Small Company Opportunity A Fund, the Templeton Foreign A Fund, Victory Real Estate A Fund, the MFS New Discovery A Fund, the Growth Fund of America, , the Victory Diversified Stock A Fund, the Victory Established Value A Fund, the Pimco Long-Term Government Fund, U.S., Janus Advisor Worldwide Fund, and Wilmington Prime Money Market Fund. With the exception of KeyCorp's Employer Matching Contributions that are not subject to investment diversification, Participants may reallocate their Plan funds between the Plan's various investment funds on a daily basis. Victory Capital Management, Inc. serves as the investment advisor to the Plan's various investment funds offered under the Savings Plan (other than the KeyCorp Stock Fund, BGI Money Market Fund, the BGI Equity Index Fund, the Templeton Foreign A Fund, the MFS New Discovery A Fund, the Growth Fund of America, and the Pimco Long-Term U.S. Government Fund). Victory Capital Management, Inc. is an affiliate of KeyCorp. 7 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) During the years ended December 31, 2003 and 2002, Plan's investments (including realized gains and losses on investments held for any portion of the Plan year) appreciated (depreciated) in fair market value $244,468,188 and ($69,127,061), respectively as follows:
2003 2002 ------------- ------------- Net appreciation (depreciation) in fair value during during year: Fair value as determined by quoted market price: KeyCorp Stock Fund $ 122,446,497 $ 22,637,122 Value Fund 33,915,470 (44,589,756) Balanced Fund 7,761,788 (8,296,545) Intermediate Income Fund (797,921) 1,873,384 Special Value Fund 9,280,489 (4,598,907) Convertible Securities Fund 1,195,364 (810,228) Growth Fund 3,813,419 (5,775,599) Small Company Opportunity Fund 3,749,401 (1,444,955) International Growth Fund (459,447) (1,392,385) EB Magic Fund 772,358 - Established Value Fund 3,396,003 - Fund for Income (255,419) - Real Estate Investment Fund 440,503 - AIM Constellation Fund (83,397) (677,865) Growth Fund of America 18,657,574 (3,349,863) Janus Advisor Worldwide Fund 898,014 (939,746) Diversified Stock Fund 14,585,017 (6,867,698) Pimco Long-Term US Government Fund 465,678 589,961 BGI Equity Index Fund 18,493,374 - BGI Money Market Collective Trust Fund 880,342 - MFS New Discovery Fund 1,014,121 - Templeton Foreign Funds 6,480,864 - Employee Benefit Equity Index Fund (2,181,904) (15,483,981) ------------- ------------- $ 244,468,188 ($ 69,127,061) ============= =============
8 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) The fair value of investments that represent 5% or more of the Plan's net assets at December 31, 2003 and 2002, are as follows:
2003 2002 ------------ ------------ KeyCorp Common Stock* ** $844,112,743 $706,790,561 Victory Value Fund** 161,124,558 135,254,954 American Growth Fund 89,168,387 BGI Money Market Collective Trust Fund 90,825,972 64,355,406
* Nonparticipant-directed. ** Party-in-interest. Information about net assets and the significant components of changes in net assets related to the nonparticipant-directed investment is as follows:
DECEMBER 31 2003 2002 ------------- ------------- Net assets: KeyCorp Stock Fund $ 863,745,321 $ 728,601,237 ============= ============= YEAR ENDED DECEMBER 31, 2003 ------------- Change in net assets: Contributions $ 59,346,925 Dividends and interest 35,368,375 Net realized and unrealized appreciation in fair value 122,446,497 Distributions to participants (89,359,675) Net Transfers from participant-directed investments 7,803,437 Administrative and other expenses (461,475) ------------- $ 135,144,084 =============
9 KeyCorp 401(k) Savings Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated November 1, 2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan is in the process of applying for a determination letter to reflect Plan changes in effect as of October 1, 2003. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 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. 6. EMPLOYEE STOCK OWNERSHIP PLAN The ESOP feature of the Plan was originally structured as a leveraged ESOP. Effective July 14, 2001, the leveraged feature of the ESOP terminated in conjunction with the Plan's final ESOP loan payment. 7. TRANSACTIONS WITH PARTIES-IN-INTEREST Prior to March 1, 2003, the Plan maintained two trustees: State Street served as the Trustee of the KeyCorp Stock Fund, and KeyBank served as the Trustee of the various other Plan investment funds. KeyBank is an affiliate of the Plan Sponsor, KeyCorp. Effective March 1, 2003 Wilmington Trust Company became the single Trustee for the Plan. During 2003 and 2002, the Plan received $35,261,284 and $33,342,841, respectively, in KeyCorp common stock dividends. The Plan's investment funds received $11,527,041 and $10,103,482 in investment income and capital gains distributions in 2003 and 2002, respectively. Victory Capital Management Inc., an affiliate of KeyCorp, also serves as an investment advisor to many of the Plan's investment funds. During the years ended December 31, 2003 and 2002, 837,513 and 1,546,900 shares of common stock of KeyCorp were purchased by the Plan for $19,903,340 and $40,041,354, respectively, and 57,172 and 1,713,138 shares of common stock of KeyCorp were sold by the Plan for $1,394,205 and $44,233,363, respectively. 8. RISK AND UNCERTAINTIES The Plan invests in various investments, including KeyCorp common stock, interests in mutual funds and collective trusts, and loans to participants. These investments are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits. 10 Supplemental Schedules KeyCorp 401(k) Savings Plan EIN: 34-6542451 Plan Number: 002 Schedule H, line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2003
NUMBER OF SHARES/ CURRENT DESCRIPTION OF ASSETS PAR VALUE COST** VALUE - ------------------------------------ ------------ ------------ ------------ KEYCORP STOCK FUND *KeyCorp Common Stock 28,789,657 $477,250,525 $844,112,743 Wilmington Prime Money Market 18,784,617 18,784,617 18,784,617 ------------ ------------ Total KeyCorp Stock Fund 496,035,142 862,897,360 VALUE FUND *Victory Value Fund 13,283,146 161,124,558 BALANCED FUND *Victory Balanced Fund 5,660,037 66,731,835 MONEY MARKET FUND Wilmington Prime Money Market Fund 668,405 668,405 INTERMEDIATE INCOME FUND *Victory Intermediate Income Fund 5,982,487 59,585,571 STOCK INDEX FUND *KeyBank EB MaGIC Fund 2,391,333 25,115,462 SPECIAL VALUE FUND *Victory Special Value Fund 2,857,273 42,973,391 CONVERTIBLE SECURITIES FUND *Victory Convertible Securities Fund 746,114 8,983,213 GROWTH FUND *Victory Growth Fund 1,271,543 21,349,206 REAL ESTATE INVESTMENT FUND *Victory Real Estate Investment Fund 298,919 4,678,082
11 KeyCorp 401(k) Savings Plan EIN: 34-6542451 Plan Number: 002 Schedule H, line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/ CURRENT DESCRIPTION OF ASSETS PAR VALUE COST** VALUE - ---------------------------------------- ---------- ---------- ---------- SMALL COMPANY OPPORTUNITY FUND *Victory Small Company Opportunity Fund 829,457 22,055,252 DIVERSIFIED FUND *Victory Diversified Stock Fund 4,205,218 62,531,591 ESTABLISHED VALUE FUND *Victory Established Value Fund 644,464 16,781,852 FUND FOR INCOME *Victory Fund for Income 402,473 5,155,677 EQUITY INDEX FUND BGI Equity Index Fund 2,213,895 72,283,688 MONEY MARKET COLLECTIVE TRUST FUND BGI Money Market Collective Trust Fund 9,000,980 90,825,972 GROWTH FUND OF AMERICA American Growth Fund 3,153,399 77,384,408 JANUS ADVISER WORLDWIDE FUND Janus Adviser Worldwide Fund 187,334 4,943,745 PIMCO LONG-TERM U.S. GOVERNMENT FUND Pimco Long-Term U.S. Government Fund 1,947,802 19,622,435 FOREIGN FUND Templeton Funds Inc Class A Foreign Fund 2,599,756 27,661,403 MFS SER TRI NEW DISCOVERY FUND MFS New Discovery A Fund 525,689 8,069,323
12 KeyCorp 401(k) Savings Plan EIN: 34-6542451 Plan Number: 002 Schedule H, line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/ CURRENT DESCRIPTION OF ASSETS PAR VALUE COST** VALUE - --------------------------------------------------------------- ---------- ------ --------------- Loan Fund *Loans to participants (Interest rates from 5.0% to 11.50% with various maturities) 38,630,986 --------------- Total assets held for investment $ 1,700,053,415 ===============
* Denotes a party-in-interest investment. ** Cost information is only required to be provided for nonparticipant-directed investments. 13 KeyCorp 401(k) Savings Plan EIN: 34-6542451 Plan Number: 002 Schedule H, line 4(j)--Schedule of Reportable Transactions Year ended December 31, 2003
PURCHASE SELLING COST NET DESCRIPTION UNITS PRICE PRICE OF ASSET GAIN - ----------------------------------------- ------------ ------------ ------------ ------------ ------------ CATEGORY (I)--SINGLE TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS. PURCHASES BGI Money Market 3/3/2003 10,748,647 $107,486,475 SALES * Victory Institutional Money Market Fund 2/28/2003 90,443,497 $ 90,443,497 $ 90,443,497 $ - CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS. BGI Equity Index Fund 94 Purchases 2,637,958 $ 65,859,866 117 Sales 424,065 $ 12,069,557 $ 10,428,933 $ 1,640,624 Wilmington Prime Money Market 571 Purchases 224,453,399 $224,453,399 439 Sales 205,000,377 $205,000,377 $205,000,377 $ - * Victory Institutional Money Market Fund 21 Purchases 7,358,954 $ 7,358,954 18 Sales 96,527,341 $ 96,527,341 $ 96,527,341 $ -
The purchase price of securities acquired represented the fair value at the dates of the above transactions. There were no category (ii) or (iv) reportable transactions during 2003. * Denotes a party-in-interest investment. 14 -----END PRIVACY-ENHANCED MESSAGE-----