<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
Exhibit 99.1
Financial Statements and
Supplemental Schedules
KEYCORP 401(K) SAVINGS PLAN
Periods Ended December 31, 1995 and December 31, 1994
<PAGE>
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
<PAGE>
KeyCorp 401(k) Savings Plan
Statement of Net Assets Available For Benefits
December 31, 1995
<TABLE>
<CAPTION>
Corporation Equity Loan Balanced
Stock Fund Fund Fund Fund
---------------------------------------------------
<S> <C> <C> <C> <C>
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
====================================================
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
Money Market
Bond Fund Fund Total
--------------------------------------------
<S> <C> <C> <C>
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
============================================
<FN>
See notes to financial statements.
</TABLE>
2
<PAGE>
KeyCorp 401(k) Savings Plan
Statement of Net Assets Available for Benefits
Decemebr 30, 1994
<TABLE>
<CAPTION>
Corpoaration Equity Loan Balanced
Stock Fund Fund Fund Fund
--------------------------------------------------
<S> <C> <C> <C> <C>
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
==================================================
</TABLE>
<TABLE>
<CAPTION>
Special Fixed Money Market
Income Fund Fund Total
------------------------------------------------
<S> <C> <C> <C>
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
================================================
<FN>
See notes to financial statements.
</TABLE>
3
<PAGE>
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
<TABLE>
<CAPTION>
Corporation Equity Loan Balanced
Stock Fund Fund Fund Fund
-----------------------------------------------------
<S> <C> <C> <C> <C>
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
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Special Fixed Money Market
Bond Fund Income Fund Fund Total
------------------------------------------------------
<S> <C> <C> <C> <C>
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
======================================================
<FN>
See notes to financial statements.
</TABLE>
4
<PAGE>
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
<TABLE>
<CAPTION>
Corporation Equity Loan Balanced
Stock Fund Fund Fund Fund
------------------------------------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
Special Fixed Money Market
Income Fund Fund Total
-------------------------------------------
<S> <C> <C> <C>
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
============================================
<FN>
See notes to financial statements.
</TABLE>
5
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation)
in
Fair Value Fair Value at
During Year End of Year
-----------------------------
<S> <C> <C>
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
=============================
</TABLE>
10
<PAGE>
KeyCorp 401(k) Savings Plan
Notes to Financial Statements--Continued
D. INVESTMENTS--CONTINUED
<TABLE>
<CAPTION>
Year ended December 30, 1994:
<S> <C> <C>
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
=============================
</TABLE>
The fair value of investments that represent 5% or more of the Plan's net
assets are as follows:
<TABLE>
<CAPTION>
1995 1994
--------------------------
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
KeyCorp 401(k) Savings Plan
Supplemental Schedule 27(a)--Schedule of
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
Number
of Shares/ Current
Description of Assets Par Value Value Cost
- ------------------------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
13
<PAGE>
KeyCorp 401(k) Savings Plan
Supplemental Schedule 27(a)--Schedule of
Assets Held for Investment--Continued
December 31, 1995
<TABLE>
<CAPTION>
Number
of Shares/ Current
Description of Assets Par Value Value Cost
- ------------------------------------------------------------------
<S> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<TABLE>
<CAPTION>
Purchase Selling
Description Units Price Price
- --------------------------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
Decsription Cost of Assets Net Gain
- -------------------------------------------------------
<S> <C> <C>
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
</TABLE>
15
<PAGE>
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
<TABLE>
<CAPTION>
Purchase Selling
Description Units Price Price
- -------------------------------------------------------------
<S> <C> <C> <C>
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
<FN>
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.
</TABLE>
